Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on November 10, 2011, Rose Rock Midstream, L.P. (the "Partnership") entered into a Credit Agreement (the "Credit Agreement") with certain subsidiaries of the Partnership, as guarantors (the "Guarantors"), the lenders party thereto (the "Lenders"), and The Royal Bank of Scotland plc, as administrative agent and collateral agent (in such capacities, the "Agent") for the Lenders. On September 26, 2012, the Partnership entered into a First Amendment to the Credit Agreement (the "Amendment") with the Guarantors, the Lenders, and the Agent, which amended the Credit Agreement to (i) permit Incremental Revolving Commitments (as defined) in an aggregate amount not to exceed $400 million (an increase of $200 million), (ii) permit the investment in equity interests of SemCrude Pipeline, L.L.C., a Delaware limited liability company ("SemCrude Pipeline"), in one or more related or unrelated transactions,
(iii) provided that the Partnership has acquired equity interests of SemCrude Pipeline, permit up to $71 million of investments in SemCrude Pipeline for the prompt contribution or other funding thereof to White Cliffs Pipeline, L.L.C. ("White Cliffs"), for the purposes of funding certain expected expansion projects by White Cliffs, (iv) permit additional investments not otherwise permitted in an aggregate amount not to exceed the greater of (a) $40 million and (b) 10% of Consolidated Net Tangible Assets (as defined) plus any return of capital actually received by the Partnership in respect of certain investments previously made by the Partnership, and (v) include a negative pledge on White Cliffs.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion of the Amendment to the Credit Agreement in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

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