FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of August 14, 2013Limited Partnership Agreement • August 16th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP dated as of August 14, 2013, is entered into by and between QEP MIDSTREAM PARTNERS GP, LLC, a Delaware limited liability company, as the General Partner, and QEP Field Services Company, a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT Dated as of August 14, 2013 among QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, and the...Credit Agreement • August 16th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • 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.
FORM OF CREDIT AGREEMENT Dated as of [ ], 2013 among QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, and the...Credit Agreement • July 29th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August , 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.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2014 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC, as Syndication...Credit Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 2, 2014, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Form of QEP MIDSTREAM PARTNERS, LP [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • New York
QEP MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of , 20 by and between QEP Midstream Partners GP, LLC, a Delaware limited liability company (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AGREEMENT Dated as of December 2, 2014 among QEP MIDSTREAM PARTNERS, LP, as the Borrower and QEP FIELD SERVICES, LLC, as the LenderCredit Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 2, 2014, among QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”) and QEP FIELD SERVICES, LLC, a Delaware limited liability company (the “Lender”).
INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIntercompany Indemnity, Subrogation and Contribution Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • New York
SUPPLEMENT NO. [ ] dated as of [ ], to the Intercompany Indemnity, Subrogation and Contribution Agreement dated as of December 2, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), and each Subsidiary of the Company listed on Schedule I thereto (the “QEPM Subsidiary Guarantors”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 26th, 2013 • QEP Midstream Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of [ — ], 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.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014Joinder Agreement to Registration Rights Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • New York
Reference is hereby made to the Registration Rights Agreement, dated as of October 29, 2014 (the “Registration Rights Agreement”), by and among TESORO LOGISTICS LP, a limited partnership organized under the laws of Delaware (the “Partnership”), TESORO LOGISTICS FINANCE CORP., a Delaware corporation (together with the Partnership, the “Issuers”), the guarantors party thereto and the Representatives on behalf of the several Initial Purchasers concerning registration rights relating to the Issuer’s 5.50% Senior Notes due 2019 (the “2019 Notes”) and 6.25% Senior Notes due 2022 (together with the 2019 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
FIRST AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • Texas
This First Amended and Restated Omnibus Agreement (the “Agreement”) is entered into on, and effective as of, December 2, 2014 (the “Effective 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”), QEP Midstream Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Company”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of TLLP (“TLGP”). The Partnership, the General Partner, the Operating Company, TLLP and TLGP shall be referred herein together as the “Parties” and each individually as a “Party.”
OMNIBUS AGREEMENTOmnibus Agreement • August 16th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • 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”).
QEP MIDSTREAM PARTNERS, LP 20,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • New York
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 Midstream Partners, LP • Natural gas transmission • 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.”
AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENTSecondment and Logistics Services Agreement • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission
THIS AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Amendment”), dated as of December 2, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Alaska Company LLC, a Delaware limited liability company (“TAC” and, together with TCI and TRMC, the “Tesoro Group”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), Tesoro Logistics Pipelines LLC, a Delaware limited liability company (“TLP”), Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC”), Tesoro Logistics Northwest Pipeline LLC, a Delaware limited liability company (“TLNP”), and Tesoro Alaska Pipeline Company LLC, a Delaware limited liability company (“TAPC” and together with the General Partner, TLO, TLP, THPPC and TLNP,
SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015Support Agreement • April 6th, 2015 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
SUPPORT AGREEMENT, dated as of April 6, 2015 (this “Agreement”), by and among QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“QEPM”), TESORO LOGISTICS LP, a Delaware limited partnership (the “Partnership”), and QEP FIELD SERVICES, LLC, a Delaware limited liability company (the “Unitholder” and, together with the Partnership, the “Partnership Parties” and each a “Partnership Party”).
AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP and QEP MIDSTREAM PARTNERS GP, LLCMerger Agreement • April 6th, 2015 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 6, 2015 (the “Execution Date”), is entered into by and among Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of TLLP (“TLLP General Partner”), QEP Field Services, LLC, a Delaware limited liability company and a wholly owned subsidiary of TLLP (“QEP Field Services”), TLLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of QEP Field Services (“Merger Sub”), QEP Midstream Partners, LP, a Delaware limited partnership (“QEPM”), and QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of QEPM (“QEPM General Partner”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
This Indemnification Agreement, dated as of ______________, 20__, is made by and between QEP Midstream Partners, GP, LLC, a Delaware corporation (the “Company”) and [NAME] (the “Indemnitee”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • December 8th, 2014 • QEP Midstream Partners, LP • Natural gas transmission • New York
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 10th, 2015 • QEP Midstream Partners, LP • Natural gas transmission • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2015, among Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
QEP MIDSTREAM PARTNERS, LPCommon Unit Agreement • May 8th, 2015 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
Pursuant to this Common Unit Agreement, dated as of [ ] (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 Unit Award 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. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
FOURTH AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT BETWEEN QUESTAR GAS MANAGEMENT COMPANY AND QUESTAR EXPLORATION AND PRODUCTION COMPANY DATED SEPTEMBER 7, 2001Gas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission
THIS AMENDMENT is entered into and made effective the first day of July, 2011, between QEP Energy Company, a Texas corporation, (f/k/a Questar Exploration and Production Company) (“Shipper”) and QEP Field Services Company, a Utah corporation, (f/k/a/ Questar Gas Management Company) (“QEPFS”). Shipper and QEPFS are collectively referred to as the Parties.
ContractGas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
AMENDMENT TO THE GAS GATHERING AGREEMENT FOR EXPLORATION AND PRODUCTION COMPANYGas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission
THIS AMENDMENT is entered into this 22 day of March, 2010, and made effective the first day of June, 2010 between Questar Exploration and Production Company (Shipper) and Questar Gas Management, 1050 17th St. Suite 500, Denver, CO 80265 (QGM). Shipper and QGM are collectively referred to as the Parties.
GAS GATHERING AGREEMENT Between MOUNTAIN FUEL SUPPLY COMPANY AND QUESTAR PIPELINE COMPANY EFFECTIVE SEPTEMBER 1, 1993Gas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Utah
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS GP, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • July 23rd, 2015 • QEP Midstream Partners, LP • Natural gas transmission • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of QEP MIDSTREAM PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), effective as of July 22, 2015, immediately following the Effective Time (as defined in Exhibit A) is entered into by QEP Field Services, LLC, a Delaware limited liability company, the Company’s sole member (the “Sole Member”).
AMENDMENT TO THE GAS GATHERING AGREEMENT FOR EXPLORATION AND PRODUCTION COMPANYGas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission
THIS AMENDMENT is entered into this 1 day of March, 2006, and made effective on March 1, 2006 between Questar Exploration and Production Company (Shipper) and Questar Gas Management, 1050 17th St. Suite 500, Denver, CO 80265 (QGM). Shipper and QGM are collectively referred to as the Parties.
AMENDED AND RESTATED GAS GATHERING AGREEMENTGas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Wyoming
AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT FOR QUESTAR EXPLORATION AND PRODUCTION COMPANYGas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission
THIS AMENDMENT is entered into this 16 day of August, 2007, between Questar Exploration and Production Company (Shipper) and Questar Gas Management Company (QGM). Shipper and QGM are collectively referred to as the Parties.
AMENDMENT TO THE GAS GATHERING AGREEMENT BETWEEN QUESTAR GAS COMPANY AND QUESTAR GAS MANAGEMENT COMPANYGas Gathering Agreement • July 26th, 2013 • QEP Midstream Partners, LP • Natural gas transmission
