QUESTAR MARKET RESOURCES, INC. (a Utah corporation) Senior Notes due 20__ PURCHASE AGREEMENT Dated: __________, 2000 Table of ContentsPurchase Agreement • April 12th, 2000 • Questar Market Resources Inc • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 13th, 2001 • Questar Market Resources Inc • Drilling oil & gas wells • Utah
CREDIT AGREEMENTCredit Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 14, 2013, among QEP MIDSTREAM PARTNERS OPERATING, LLC, a Delaware limited liability company (the “Borrower”), QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers from time to time party hereto.
TO BANK ONE, NA Trustee INDENTUREIndenture • March 2nd, 2001 • Questar Market Resources Inc • Drilling oil & gas wells • New York
QEP RESOURCES, INC. and WELLS FARGO BANK, N.A. as Rights Agent Rights Agreement Dated as of June 30, 2010Rights Agreement • June 30th, 2010 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
termination or expiration of the Rights), new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Agreement by reference. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, with or without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
CREDIT AGREEMENT Dated as of August 25, 2011 among QEP RESOURCES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender and The Lenders Party Hereto DEUTSCHE BANK SECURITIES INC. and...Credit Agreement • August 29th, 2011 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 25, 2011, among QEP RESOURCES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.
Registration Rights Agreement Dated As of January 9, 2002 among Questar Market Resources, Inc. and Banc of America Securities LLC Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • February 22nd, 2002 • Questar Market Resources Inc • Drilling oil & gas wells • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 9th day of January, 2002, among Questar Market Resources, Inc., a Utah corporation (the "Company"), and Banc of America Securities LLC ("Banc of America Securities") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as representatives of the Initial Purchasers named in the Purchase Agreement referred to below (collectively, the "Initial Purchasers").
CREDIT AGREEMENT QUESTAR MARKET RESOURCES, INC.Credit Agreement • August 13th, 2001 • Questar Market Resources Inc • Drilling oil & gas wells • Texas
TERM LOAN CREDIT AGREEMENT Dated as of February 15, 2008 among QUESTAR MARKET RESOURCES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole...Term Loan Credit Agreement • February 27th, 2008 • Questar Market Resources Inc • Crude petroleum & natural gas • New York
TERM LOAN AGREEMENT Dated as of April 18, 2012 among QEP RESOURCES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto. SUNTRUST BANK and COMPASS BANK, Co-Syndication Agents CITIBANK,...Term Loan Agreement • April 20th, 2012 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
This TERM LOAN AGREEMENT (this “Agreement”) is entered into as of April 18, 2012, among QEP RESOURCES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
ARTICLE I.Credit Agreement • April 12th, 2000 • Questar Market Resources Inc • Utah
PHANTOM UNIT AGREEMENTPhantom Unit Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of [ ], 2013 (this “Agreement”), QEP Midstream Partners GP, LLC (the “Company”), as the general partner of QEP Midstream Partners, LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the QEP Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
QEP RESOURCES, INC. (a Delaware corporation) 20,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2016 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
QUESTAR MARKET RESOURCES, INC. (a Utah corporation) 6.80% Notes due 2020 PURCHASE AGREEMENTPurchase Agreement • August 27th, 2009 • Questar Market Resources Inc • Crude petroleum & natural gas • New York
Questar Market Resources, Inc., a Utah corporation (the “Company”), confirms its agreement with Banc of America Securities LLC, J.P. Morgan Securities Inc., Wells Fargo Securities, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $300,000,000 aggregate principal amount of the Company’s 6.80% Notes due 2020 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 1, 2001 (the “Indenture”) between the Company and Wells Fargo Bank, NA, as succes
QEP RESOURCES, INC. (a Delaware corporation) $500,000,000 5.625% Senior Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
QEP Resources, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC, and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom Wells Fargo Securities, LLC is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $500,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2026 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 1, 2012 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the Officer’s Certificate (as defined in t
ARTICLE I.Credit Agreement • April 2nd, 2001 • Questar Market Resources Inc • Drilling oil & gas wells • Utah
QEP RESOURCES, INC. CASH INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • July 25th, 2018 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made as of [grant date] (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and [participant name] (the “Grantee”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among QEP FIELD SERVICES COMPANY QEP MIDSTREAM PARTNERS GP, LLC QEP MIDSTREAM PARTNERS, LP AND QEP MIDSTREAM PARTNERS OPERATING, LLC Dated as of August 14, 2013Contribution, Conveyance and Assumption Agreement • August 16th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas
This Contribution, Conveyance and Assumption Agreement, dated as of August 14, 2013 (this “Agreement”), is by and among QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), QEP Midstream Partners GP, LLC, a Delaware limited liability company (the “General Partner”), QEP Field Services Company, a Delaware corporation (“Field Services”), and QEP Midstream Partners Operating, LLC, a Delaware limited liability company (“OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 29th, 2010 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of this ____ day of _______________________ (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and ________________ (“Grantee”).
QEP RESOURCES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 25th, 2018 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of [grant date] (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and [participant name] (“Grantee”).
PURCHASE AND SALE AGREEMENT by and among QEP FIELD SERVICES COMPANY, QEP MIDSTREAM PARTNERS GP, LLC, QEP Midstream Partners Operating, LLC and QEP MIDSTREAM PARTNERS, LP May 7, 2014Purchase and Sale Agreement • May 8th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of May 7, 2014 (the “Execution Date”), by and among QEP Field Services Company (“QEPFS”), a Delaware corporation and wholly owned subsidiary of QEP Resources, Inc., a Delaware corporation (“QEP”), QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and QEP Midstream Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Company”). The General Partner, the Partnership and the Operating Company are referred to herein as the “Partnership Parties” and QEPFS and the Partnership Parties are referred to herein individually as a “Party” and collectively as the “Parties.”
QEP RESOURCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 23rd, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of [__________] (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and __________________________ (“Optionee”).
TRANSITION SERVICES AGREEMENT by and between QUESTAR CORPORATION and QEP RESOURCES, INC. Dated as of June 14, 2010Transition Services Agreement • June 16th, 2010 • Qep Resources, Inc. • Crude petroleum & natural gas • Utah
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 14, 2010, by and between Questar Corporation, a Utah corporation (“Questar”), and QEP Resources, Inc., a Delaware corporation (“QEP”), each a “Party” and together, the “Parties”.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 27th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 21, 2017, by and among QEP RESOURCES, INC., a Delaware corporation (the “Borrower”), the Lenders named on the signature pages hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
QEP RESOURCES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 29th, 2010 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of [__________] (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and __________________________ (“Optionee”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 4th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas
This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”) is dated as of December 2, 2014 (the “Effective Date”), by and between QEP Field Services Company, a Delaware corporation (“Seller”), and Tesoro Logistics LP, a Delaware limited partnership (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
QEP RESOURCES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2020 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of _______________________ (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and ________________ (“Grantee”). Terms not defined herein shall have the meanings ascribed to them in the QEP Resources, Inc. 2018 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”), dated as of ______________, 20__, is made by and between QEP RESOURCES, INC., a Delaware corporation (the “Company”) and [NAME] (the “Indemnitee”).
GUARANTYGuaranty • December 4th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas • Colorado
This GUARANTY, is made and entered into as of December 2, 2014, by QEP RESOURCES INC., a Delaware corporation with its principal offices at 1050 17th Street, Suite 500, Denver, Colorado 80265 (“Guarantor”), in favor of TESORO LOGISTICS LP, a Delaware limited partnership, with its principal offices at 19100 Ridgewood Parkway, San Antonio, Texas 78259 (the “Beneficiary”).
OMNIBUS AGREEMENTOmnibus Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • Colorado
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, August 14, 2013 (the “Closing Date”) among QEP Resources, Inc., a Delaware corporation (“QEP”), QEP Field Services Company, a Delaware corporation (“Field Services”), QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and QEP Midstream Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Company” and, together with QEP, Field Services, the Partnership and the General Partner, the “Parties” and each a “Party”).
COOPERATION AGREEMENTCooperation Agreement • February 25th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
This Agreement dated February 23, 2014 is by and between JANA Partners LLC (“JANA”) and QEP Resources, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
QEP RESOURCES, INC. TIME-BASED RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • June 29th, 2010 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS TIME-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made effective as of July 1, 2010 (the “Grant Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and Keith O. Rattie (the “Grantee”).
SEPARATION AGREEMENT AND WAIVER AND RELEASE OF CLAIMSSeparation Agreement and Waiver and Release of Claims • October 25th, 2017 • Qep Resources, Inc. • Crude petroleum & natural gas • Colorado
This Separation Agreement and Waiver and Release of Claims ("Agreement") is made and entered into by and between Matthew T. Thompson (hereinafter "Employee"), and QEP Energy Company ("Company"). Employee and the Company shall be jointly referred to herein as the "Parties." Employee does freely and voluntarily enter into this Agreement. The Parties acknowledge that the Effective Date of this Agreement is the Separation Date, regardless of the date the Parties execute the Agreement.
QEP RESOURCES, INC. CASH INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • February 24th, 2015 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made as of this __ day of _______________, (the “Effective Date”), between QEP Resources, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 26th, 2020 • Qep Resources, Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 6, 2012, by and among QEP RESOURCES, INC., a Delaware corporation (the “Borrower”), the Lenders named on the signature pages hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.
