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.
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”).
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.”
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.
