Questar Corp Sample Contracts

ARTICLE 1 DEFINITIONS
Employment Agreement • April 1st, 2002 • Questar Corp • Natural gas transmisison & distribution • Utah
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TERM LOAN AGREEMENT
Term Loan Agreement • February 26th, 2016 • Questar Corp • Natural gas transmisison & distribution • New York

This TERM LOAN AGREEMENT (this “Agreement”) is entered into as of February 24, 2016 (the “Effective Date”), among QUESTAR CORPORATION, a Utah corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agent (together with its successors and assigns, “Syndication Agent”), MIZUHO BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents (together with their successors and assigns, each a “Documentation Agent”), and JPMORGAN CHASE BANK, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arrangers and Joint Lead Bookrunners, and each of the Lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07 (individually, together with its successors and assigns, a “Lender” and collectively, the “Lenders”).

ARTICLE 1 DEFINITIONS
Employment Agreement • March 26th, 2001 • Questar Corp • Natural gas transmisison & distribution • Utah
CONSULTING AGREEMENT BETWEEN R. D. CASH AND QUESTAR CORPORATION
Consulting Agreement • May 15th, 2002 • Questar Corp • Natural gas transmisison & distribution
AMENDED AND RESTATED MULTI-YEAR REVOLVING CREDIT AGREEMENT
Assignment and Assumption • April 23rd, 2013 • Questar Corp • Natural gas transmisison & distribution • New York

This AMENDED AND RESTATED MULTI-YEAR REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of April 19, 2013 (the “Effective Date”), among QUESTAR CORPORATION, a Utah corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent, an Initial Issuing Bank and Swingline Lender, JPMORGAN CHASE BANK, N.A., as Syndication Agent (together with its successors and assigns, “Syndication Agent”) and an Initial Issuing Bank, BARCLAYS BANK PLC, DEUTSCHE BANK AG NEW YORK BRANCH and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agents (together with their successors and assigns, each a “Documentation Agent”), and WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. and RBS SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners, and each of the Lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07 (individually, together with its success

QUESTAR CORPORATION (a Utah corporation) 2.75% Notes due 2016 UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2010 • Questar Corp • Crude petroleum & natural gas • New York

Questar Corporation, a Utah corporation (the “Company”), confirms its agreement with Barclays Capital Inc. and J.P. Morgan Securities LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Barclays Capital Inc. and J.P. Morgan Securities LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $250,000,000 aggregate principal amount of the Company’s 2.75% Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of December 14, 2010 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, include

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 1st, 2016 • Questar Corp • Natural gas transmisison & distribution • Utah

This AGREEMENT AND PLAN OF MERGER, dated as of January 31, 2016 (this “Agreement”), is entered into by and among Dominion Resources, Inc., a Virginia corporation (“Parent”), Diamond Beehive Corp., a Utah corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Questar Corporation, a Utah corporation (the “Company”). Defined terms used herein have the respective meanings set forth in Section 8.13.

364-DAY REVOLVING CREDIT AGREEMENT
364-Day Revolving Credit Agreement • November 24th, 2015 • Questar Corp • Natural gas transmisison & distribution • New York

This 364-DAY REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of November 20, 2015 (the “Effective Date”), among QUESTAR CORPORATION, a Utah corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent (together with its successors and assigns, “Syndication Agent”), BARCLAYS BANK PLC, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, MIZUHO BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents (together with their successors and assigns, each a “Documentation Agent”), and WELLS FARGO SECURITIES, LLC and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and each of the Lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07 (individually, together with its successors and assigns, a “Lender” and collectively, the “Lenders”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 17th, 2009 • Questar Corp • Crude petroleum & natural gas • Utah

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of this --________ day of ________________, 200__ (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ________________ (the “Grantee”).

TRANSITION SERVICES AGREEMENT by and between QUESTAR CORPORATION and QEP RESOURCES, INC. Dated as of June 14, 2010
Transition Services Agreement • June 16th, 2010 • Questar Corp • Crude petroleum & natural gas • Utah

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 14, 2010, by and between Questar Corporation, a Utah corporation (“Questar”), and QEP Resources, Inc., a Delaware corporation (“QEP”), each a “Party” and together, the “Parties”.

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 17th, 2009 • Questar Corp • Crude petroleum & natural gas • Utah

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of _______________ ______, _________ (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ___________________ (“Optionee”).

MULTI-YEAR REVOLVING CREDIT AGREEMENT Dated as of June 30, 2010 Among QUESTAR CORPORATION, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., BARCLAYS CAPITAL and...
Revolving Credit Agreement • July 1st, 2010 • Questar Corp • Crude petroleum & natural gas • New York

This MULTI-YEAR REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2010 (the “Effective Date”), among QUESTAR CORPORATION, a Utah corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent, Issuing Bank and Swingline Lender, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agents (together with its successors and assigns, each a “Syndication Agent”), and each of the Lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07 (individually, together with its successors and assigns, a “Lender” and collectively, the “Lenders”).

PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • February 17th, 2009 • Questar Corp • Crude petroleum & natural gas • Utah

THIS PHANTOM STOCK AGREEMENT (the “Agreement”) is made as of this ______ day of _______________, 200__ (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ________________ (the “Grantee”).

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 15th, 2008 • Questar Corp • Crude petroleum & natural gas • Utah

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of this ___ day of ___________, 200_ (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ________________ (the “Grantee”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN QUESTAR CORPORATION AND KEITH O. RATTIE
Employment Agreement • January 6th, 2009 • Questar Corp • Crude petroleum & natural gas

This Third Amendment to the Employment Agreement is dated as of December 31, 2008, and is between Questar Corporation (Company) and Keith O. Rattie (Executive).

QUESTAR CORPORATION and CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C. Rights Agent Rights Agreement Dated as of February 13, 1996
Rights Agreement • July 2nd, 2002 • Questar Corp • Natural gas transmisison & distribution • Utah
QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • June 28th, 2010 • Questar Corp • Crude petroleum & natural gas • Utah

THIS TIME-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made effective as of July 1, 2010 (the “Grant Date”), between Questar Corporation, a Utah corporation (the “Company”), and Keith O. Rattie (the “Grantee”).

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Rights Agreement • March 20th, 1996 • Questar Corp • Natural gas transmisison & distribution • Utah
QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN AMENDMENT TO STOCK OPTION AGREEMENTS WITH KEITH O. RATTIE
Questar Corp • June 28th, 2010 • Crude petroleum & natural gas

THIS AMENDMENT TO STOCK OPTION AGREEMENTS WITH KEITH O. RATTIE, is made as of June 28, 2010, by and between Questar Corporation, a Utah corporation (the “Company”), and Mr. Keith O. Rattie (“Optionee”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 15th, 2008 • Questar Corp • Crude petroleum & natural gas • Utah

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of this --________ day of ________________, 200__ (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ________________ (the “Grantee”).

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 25th, 2011 • Questar Corp • Crude petroleum & natural gas • Utah

THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”) is made as of this __ day of _______________, 2011 (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ______________ (the “Grantee”).

MULTI-YEAR REVOLVING CREDIT AGREEMENT
Credit Agreement • November 24th, 2015 • Questar Corp • Natural gas transmisison & distribution

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MULTI-YEAR REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 20, 2015, by and among QUESTAR CORPORATION, a Utah corporation, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Bank and Swingline Lender, the undersigned financial institutions who are parties to the Credit Agreement hereinafter referenced (collectively, the “Continuing Lenders”), the New Lenders (hereinafter defined), JPMORGAN CHASE BANK, N.A., as Syndication Agent and an Issuing Bank, BARCLAYS BANK PLC, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, MIZUHO BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, and WELLS FARGO SECURITIES, LLC and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Lead Bookrunners. As used herein, the term “New Lenders” means the financial institutions that are named as Lenders on the signature pages hereto

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CONSULTING AGREEMENT BETWEEN AND QUESTAR REGULATED SERVICES COMPANY
Consulting Agreement • May 15th, 2003 • Questar Corp • Natural gas transmisison & distribution • Utah

This CONSULTING AGREEMENT is entered into effective as of May 1, 2003, between Questar Regulated Services Company, a corporation organized and existing under the laws of the state of Utah, with its principal place of business at 180 East 100 South, Salt Lake City, Utah 81111, herein after referred to as the “Company,” and D. N. Rose of 2884 South Wood Hollow Way, Bountiful Utah, 84010 hereinafter referred to as “Mr. Rose.” (As defined, the term “Company” refers to the Company and its parent, subsidiaries and affiliates on a consolidated basis.)

SEPARATION AND DISTRIBUTION AGREEMENT by and between QUESTAR CORPORATION and QEP RESOURCES, INC. Dated as of June 14, 2010
Separation and Distribution Agreement • June 16th, 2010 • Questar Corp • Crude petroleum & natural gas • Utah

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of June 14, 2010, by and between Questar Corporation, a Utah corporation (“Questar”), and QEP Resources, Inc., a Delaware corporation (“QEP”), each a “Party” and together, the “Parties”.

MULTI-YEAR REVOLVING CREDIT AGREEMENT
Credit Agreement • February 18th, 2016 • Questar Corp • Natural gas transmisison & distribution

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MULTI-YEAR REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 18, 2016, by and among QUESTAR CORPORATION, a Utah corporation, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Bank and Swingline Lender, and the Lenders party hereto.

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 19th, 2015 • Questar Corp • Natural gas transmisison & distribution • Utah

THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”) is made as of this _____ day of February, 2015 (the “Effective Date”), between Questar Corporation, a Utah corporation (the “Company”), and ______________ (the “Grantee”).

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT OF TIME- BASED
Award Agreement • February 19th, 2013 • Questar Corp • Natural gas transmisison & distribution • Utah

This Award Agreement of Time-based Restricted Stock Units (“Award Agreement”) is made effective as of February 12, 2013 (the “Grant Date”), by and between Questar Corporation, a Utah corporation (the “Company”), and ____________________ (the “Grantee”), pursuant to the Company’s Long-Term Stock Incentive Plan (the “Plan”), which is incorporated herein by this reference. Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan.

EMPLOYEE MATTERS AGREEMENT by and between QUESTAR CORPORATION QEP RESOURCES, INC. Dated as of June 14, 2010
Employee Matters Agreement • June 16th, 2010 • Questar Corp • Crude petroleum & natural gas • Utah

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into as of June 14, 2010, by and between Questar Corporation, a Utah Corporation (“Questar”), and QEP Resources, Inc., a Delaware corporation (“QEP”), each a “Party” and together, the “Parties.”

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN Amendment To Restricted Stock Unit Agreements granted to Thomas C. Jepperson
Long-Term Stock Incentive Plan • November 6th, 2015 • Questar Corp • Natural gas transmisison & distribution

This Amendment to Restricted Stock Unit Agreements is effective as of November 2, 2015 and is between Questar Corporation (“Company”) and Thomas C. Jepperson (“Grantee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 14th, 2013 • Questar Corp • Natural gas transmisison & distribution • Utah

THIS AGREEMENT is made effective May 10, 2013 by and between Questar Corporation, a Utah corporation (the “Company”), and [Name of Director] (the “Director”).

QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT OF TIME- BASED
Award Agreement • February 19th, 2015 • Questar Corp • Natural gas transmisison & distribution • Utah

This Award Agreement of Time-based Restricted Stock Units (“Award Agreement”) is made effective as of February 18, 2015 (the “Grant Date”), by and between Questar Corporation, a Utah corporation (the “Company”), and ____________________ (the “Grantee”), pursuant to the Company’s Long-Term Stock Incentive Plan (the “Plan”), which is incorporated herein by this reference. Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan.

WAIVER AND RELEASE AGREEMENT
Waiver and Release Agreement • June 1st, 2015 • Questar Corp • Natural gas transmisison & distribution • Utah

This Waiver and Release Agreement (Release) is made and entered into between Wexpro Company (Employer) and James R. Livsey (Employee). Employer and Employee may be collectively referred to as the Parties and singularly as a Party.

CONSULTING AGREEMENT BETWEEN GARY L. NORDLOH AND QUESTAR MARKET RESOURCES, INC.
Consulting Agreement • March 27th, 2003 • Questar Corp • Natural gas transmisison & distribution • Utah

This CONSULTING AGREEMENT is entered into effective as of November 1, 2002, between Questar Market Resources, Inc., a corporation organized and existing under the laws of the state of Utah, with its principal place of business at 180 East 100 South, Salt Lake City, Utah 84111, herein referred to as the "Company," and Gary L. Nordloh of 4058 County Road 57, Box 194, Granby, Colorado 80446, herein referred to as "Mr. Nordloh." (As defined, the term "Company" refers to the Company and its subsidiaries on a consolidated basis.)

EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2009 • Questar Corp • Crude petroleum & natural gas • Utah

This Employment Agreement (Agreement) is made and entered into on May 7, 2009 (the effective date), between QUESTAR CORPORATION (Company), a Utah corporation, and RICHARD J. DOLESHEK (Executive).

SEPARATION AGREEMENT
Separation Agreement • June 16th, 2010 • Questar Corp • Crude petroleum & natural gas • Utah

This Separation Agreement (the “Agreement”), dated as of June 14, 2010, is made by and among Questar Corporation (“Questar”) and Keith O. Rattie (“Rattie”).

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