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
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.
FORM OF OMNIBUS AGREEMENTForm of Omnibus Agreement • July 26th, 2013 • QEP Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, [ — ], 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”).
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
