Contract
Exhibit 3.22
Exhibit 3.22 AMENDED AND RESTATED OPERATING AGREEMENT OF RENDEZVOUS PIPELINE COMPANY, LLC (a Colorado Limited Liability Company) [GRAPHIC APPEARS HERE] THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ABOVE DESCRIBED SECURITIES LAWS OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT ARE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS UNDER THIS AGREEMENT.
TABLE OF CONTENTS Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 ARTICLE 2 2.1 ARTICLE 3 3.1 3.2 3.3 3.4 ARTICLE 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 FORMATION OF COMPANY 2 Formation 2 Name 2 Purpose; Powers 2 Term 0 Xxxxxxxxx Xxxxx xx Xxxxxxxx; Registered Office and Registered Agent 2 No State Law Partnership 2 Title to Company Property 2 Limited Liability 3 Tax Matters 3 MEMBERSHIP 3 Membership 3 MANAGEMENT 3 Management of the Company 3 Authority of the Manager 3 Action by the Manager 3 Indemnification 4 OFFICERS 4 Officers 4 Removal 4 Resignations 4 Vacancy 4 President 4 Vice Presidents 5 Assistant Vice Presidents 5 Secretary . 5 Treasurer 5 Assistant Treasurers 6 Authority and Duties of Officers 6 Page i
ARTICLE 5 5.1 5.2 5.3 ARTICLE 6 6.1 6.2 6.3 ARTICLE 7 7.1 7.2 7.3 7.4 7.5 ARTICLE 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 CONTRIBUTIONS TO THE COMPANY; DISTRIBUTIONS AND ALLOCATIONS 6 Member Capital Contributions 6 Effect of Sale or Exchange 7 Distributions and Allocations 7 ASSIGNMENTS; RESIGNATIONS 7 Admission and Resignation Generally 7 Effect of Transfer 7 Effect of Prohibited Action 7 DISSOLUTION AND TERMINATION 7 Dissolution 7 Liquidation 8 Orderly Liquidation 8 Distributions 8 Termination 8 MISCELLANEOUS PROVISIONS 8 Notices 8 Integrated and Binding Agreement; Amendment 9 Construction 9 Headings . 9 Severability 9 Rights and Remedies Cumulative; Waivers 9 Heirs, Successors and Assigns 9 Third Party Beneficiaries 10 Partition. 10 Governing Law 10 No Waiver of Rights 10 Counterparts; Facsimiles 10 Page ii
AMENDED AND RESTATED OPERATING AGREEMENT OF RENDEZVOUS PIPELINE COMPANY, LLC This Amended and Restated Operating Agreement (this “Agreement”) of RENDEZVOUS PIPELINE COMPANY, LLC, a Delaware limited liability company (the “Company”), effective as of December 2, 2014, is entered into by and among the Company, and QEPM Gathering I, LLC (“QEPM Gathering”), a Delaware limited liability company, as the Company’s sole member and sole manager (“Member-Manager”). RECITALS A. Capitalized terms not otherwise defined herein shall have the meanings given them on Exhibit A to this Agreement. B. The Company was formed as a limited liability company under the Colorado Limited Liability Company Act (such statute and any successor statute, as amended from time to time, being herein called the “Act”) pursuant to the Articles of Organization (the “Articles of Organization”) filed with the Secretary of State of Colorado on January 26, 2006 in accordance with the provisions of the Act. C. QEP Field Services Company (formerly Questar Gas Management Company) (“QEP Field Services”), a Delaware corporation and previously the sole member and sole manager of the Company, and the Company previously executed the Operating Agreement of the Company dated as of January 20, 2006 (the “Original Agreement”); D. Pursuant to that certain Contribution, Conveyance and Assumption Agreement by and among QEP Field Services, QEP Midstream Partners GP LLC (“QMGP’), QEP Midstream Partners, LP, and QEP Midstream Partners Operating, LLC (the “Operating Company”), dated as of August 14, 2013 (the “Conveyance Agreement”), QEP Field Services transferred 100% of its membership interest in the Company to QEPM Gathering, QEP Field Services ceased to be a member of the Company and QEPM Gathering became the sole member of the Company; E. QEPM Gathering is a direct subsidiary of QMLP; F. As of October 19, 2014, QEP Field Services and Tesoro Logistics LP, a Delaware limited partnership (“TLLP’), executed a Membership Interest Purchase Agreement pursuant to which, among other things, TLLP agreed to acquire all of the outstanding membership interests of QEPFS, QEP Field Services’ approximate 55.8% limited partner interest in QMLP, and QEP Field Services’ 100% ownership interest in QMGP; G. The undersigned now desire to execute this Agreement to amend and restate the Original Agreement and set forth the terms and conditions under which the management, business, and financial affairs of the Company will be conducted. 1
AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby covenant and agree as follows: ARTICLE 1 FORMATION OF COMPANY 1.1 Formation. The Company has been organized as a Colorado limited liability company by the filing of its Articles of Organization under and pursuant to the Act. To the extent any provision of this Agreement conflicts with any provision of the Articles of Organization, the provisions of the Articles of Organization govern. 1.2 Name. The name of the Company is “Rendezvous Pipeline Company, LLC”. All Company business shall be conducted in that name or such other names that comply with applicable law as the Manager may select from time to time. 1.3 Purpose; Powers. The purpose of the Company is to engage in any lawful business or activity in which a limited liability company may be engaged under the Act. 1.4 Term. The Company commenced upon the filing of the Articles of Organization with the Secretary of State of the State of Colorado and shall continue in existence as a separate legal entity until the Company is terminated in accordance with this Agreement and a statement of dissolution is filed in accordance with the Act. 1.5 Principal Place of Business; Registered Office and Registered Agent. (a) The principal place of business of the Company shall be at the address set forth opposite its name on Exhibit B to this Agreement. The Manager, at any time and from time to time, may change the location of the Company’s principal place of business and may establish such additional place or places of business of the Company as the Manager determines to be necessary or desirable. (b) The Company’s initial registered office and initial registered agent shall be as provided in the Articles of Organization. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent pursuant to the Act. 1.6 No State Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture. In the event there is more than one member of the Company (each, a “Member”), no Member shall be a partner or joint venturer of any other Member for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise. 1.7 Title to Company Property. All property owned by the Company shall be owned by the Company as an entity. Insofar as permitted by applicable law, no Member shall have any 2
5.2 Effect of Sale or Exchange. In the event of a permitted sale, exchange, or other assignment of a Membership Interest, the capital account of the assignor shall become the capital account of the assignee to the extent it relates to the assigned Membership Interest. 5.3 Distributions and Allocations. All distributions of cash or other property (except upon the Company’s dissolution, which shall be governed by the applicable provisions of the Act and Article 7 hereof) shall be made to the Members. If the Company shall cease to be a disregarded entity for federal tax purposes, then all allocations of income, deductions, gains, losses and credits shall be made to the Members in accordance with their respective Membership Interests. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to a Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 5.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to a Member on account of its interest in the Company if such distribution would violate Section 80-606 of the Act or any other applicable law. ARTICLE6 ASSIGNMENTS; RESIGNATIONS 6.1 Admission and Resignation Generally. (a) Admission of Additional Members. The Company shall not admit a new Member unless all of the following requirements are satisfied: (i) the Manager grants prior written consent to the admission of the additional Member; (ii) the Company and the Manager amend or replace this Agreement as may be necessary or appropriate for the purpose of addressing any issues raised by joint or multiple ownership of the Company; and (iii) each Person who seeks to be admitted as a Member of the Company executes the then-current operating agreement of the Company, as amended or replaces as described above, and makes any required capital contributions to the Company in full. (b) Resignation. The Member-Manager shall not resign or withdraw from the Company except as the result of a transfer of its entire Membership Interest in the Company in accordance with this Agreement. 6.2 Effect of Transfer. If the Member-Manager transfers its entire interest in the Company in accordance with this Agreement, such transfer shall operate, upon completion, as the complete resignation or withdrawal of the Member-Manager from the Company. 6.3 Effect of Prohibited Action. Any assignment in violation of this Article 6 shall be, to the fullest extent permitted by law, void and of no force or effect whatsoever. ARTICLE 7 DISSOLUTION AND TERMINATION 7.1 Dissolution. Subject to the other provisions of this Agreement, the Company shall only be dissolved upon the first to occur of the following: (a) the written instructions of the Manager; (b) the entry of a decree of judicial dissolution under Section 80-810 of the Act; or (c) 7
winding up; (b) second, to known and reasonably estimated costs of dissolution and
(c) third, to any reserves established by the Manager, in its sole discretion, for contingent liabilities of the Company; and (d) fourth, to the Member. 7.5 Termination. The Company shall terminate when (a) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Agreement and (b) a statement of dissolution (the “Statement of Dissolution”) shall have been filed with the Secretary of State of Colorado in the manner required by the Act. The existence of the Company as a separate legal entity shall continue until the effective date of the Statement of Dissolution as provided in the Act. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Notices. All notices, requests, demands and other communications required to or permitted to be given under this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered; (b) two business days after the same have been deposited in a United States post office via certified mail/return receipt requested; (c) the day 8
8.8 Third Party Beneficiaries. The parties to this Agreement shall be entitled to all of the privileges, benefits and rights contained herein; no other party shall be a third party beneficiary or have any rights hereunder or be able to enforce any provision contained herein. 8.9 Partition. The Member-Manager agrees that the assets of the Company are not and will not be suitable for partition. Accordingly, the Member-Manager hereby irrevocably waives (to the fullest extent permitted by law) any and all rights that it may have, or may obtain, to maintain any action for partition of any of the assets of the Company. 8.10 Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of Colorado, without regard to conflicts of law provisions and principles thereof. 8.11 No Waiver of Rights. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise by a party of its rights hereunder shall preclude any other or future exercise thereof or the exercise of any other right, power or privilege. 8.12 Counterparts; Facsimiles. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original (including copies sent to a party by facsimile transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument. Signatures transmitted via facsimile, or PDF format through electronic mail (“e-mail”), shall be considered authentic and binding. [Signatures to follow.] 10
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. THE COMPANY RENDEZVOUS PIPELINE COMPANY, LLC, a Colorado limited liability company By: QEPM Gathering I, LLC, its Sole Member and Sole Manager By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary MEMBER-MANAGER: QEPM GATHERING I, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary 11
EXHIBIT A DEFINITIONS The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement. “Act” shall have the meaning set forth in the recitals of this Agreement. “Agreement” shall have the meaning set forth in the Preamble. “Articles of Organization” shall have the meaning set forth in the Recitals to this Agreement. “Capital Contribution” shall mean any contribution to the capital of the Company by a Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made. “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws and the rules and regulations promulgated thereunder. “Company” shall have the meaning set forth in the Preamble. “Indemnified Party” shall have the meaning set forth in Section 3.5 of this Agreement. “Manager” shall have the meaning set forth in Section 3.1 of this Agreement, and shall include any Person designated as an additional manager or a substitute manager of the Company pursuant to the provisions of this Agreement, each in its capacity as a manager of the Company. “Member” shall have the meaning set forth in Section 1.6, and shall include any Person admitted as an additional member or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company. “Member-Manager” shall have the meaning set forth in the Preamble, and shall include any Person admitted as a substitute Member-Manager pursuant to the provisions of this Agreement, each in its capacity as such. “Membership Interest” shall mean a Member’s limited liability company interest in the Company and the other rights and obligations with respect thereto as set forth in this Agreement. Each Member’s respective Membership Interest is set forth beside the Member’s name in Exhibit B of this Agreement. “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof. Exhibit A-1
EXHIBIT B The Company THE COMPANY ADDRESS FOR NOTICE PURPOSES Rendezvous Pipeline Company, LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 (000) 000-0000 (phone) (000) 000-0000 (facsimile) Member MEMBER- MANAGER ADDRESS FOR NOTICE PURPOSES CAPITAL CONTRIBUTION MEMBERSHIP INTEREST QEPM Gathering I, LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 (000) 000-0000 (phone) (000) 000-0000 (facsimile) In excess of$12 million 100% Exhibit B-1