0000912057-02-007283 Sample Contracts

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 Incorporated
Registration 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").

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QUESTAR MARKET RESOURCES, INC. (a Utah corporation) $200,000,000 7% Notes due 2007 PURCHASE AGREEMENT
Purchase Agreement • February 22nd, 2002 • Questar Market Resources Inc • Drilling oil & gas wells • New York

Questar Market Resources, Inc., a Utah corporation (the "Company"), confirms its agreement with Banc of America Securities LLC ("Banc of America"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers", which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Banc of America and Merrill Lynch are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $200,000,000 aggregate principal amount of the Company's 7% Notes due 2007 (the "Securities"). The Securities are to be issued pursuant to an indenture dated as of March 1, 2001 (the "Indenture") between the Company and Bank One, NA, a

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