CREDIT AGREEMENTCredit Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • 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.
PHANTOM UNIT AGREEMENTPhantom Unit Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • 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.
OMNIBUS AGREEMENTOmnibus Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2013 • Qep Resources, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”), dated as of ______________, 20__, is made by and between QEP RESOURCES, INC., a Delaware corporation (the “Company”) and [NAME] (the “Indemnitee”).
