0001193125-13-282688 Sample Contracts

QEP MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • 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.

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FOURTH AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT BETWEEN QUESTAR GAS MANAGEMENT COMPANY AND QUESTAR EXPLORATION AND PRODUCTION COMPANY DATED SEPTEMBER 7, 2001
QEP Midstream Partners, LP • July 3rd, 2013 • Natural gas transmission

THIS AMENDMENT is entered into and made effective the first day of July, 2011, between QEP Energy Company, a Texas corporation, (f/k/a Questar Exploration and Production Company) (“Shipper”) and QEP Field Services Company, a Utah corporation, (f/k/a/ Questar Gas Management Company) (“QEPFS”). Shipper and QEPFS are collectively referred to as the Parties.

Contract
QEP Midstream Partners, LP • July 3rd, 2013 • Natural gas transmission

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

AMENDMENT TO THE GAS GATHERING AGREEMENT FOR EXPLORATION AND PRODUCTION COMPANY
QEP Midstream Partners, LP • July 3rd, 2013 • Natural gas transmission

THIS AMENDMENT is entered into this 22 day of March, 2010, and made effective the first day of June, 2010 between Questar Exploration and Production Company (Shipper) and Questar Gas Management, 1050 17th St. Suite 500, Denver, CO 80265 (QGM). Shipper and QGM are collectively referred to as the Parties.

GAS GATHERING AGREEMENT Between MOUNTAIN FUEL SUPPLY COMPANY AND QUESTAR PIPELINE COMPANY EFFECTIVE SEPTEMBER 1, 1993
Gas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Utah
AMENDMENT TO THE GAS GATHERING AGREEMENT FOR EXPLORATION AND PRODUCTION COMPANY
QEP Midstream Partners, LP • July 3rd, 2013 • Natural gas transmission

THIS AMENDMENT is entered into this 1 day of March, 2006, and made effective on March 1, 2006 between Questar Exploration and Production Company (Shipper) and Questar Gas Management, 1050 17th St. Suite 500, Denver, CO 80265 (QGM). Shipper and QGM are collectively referred to as the Parties.

AMENDED AND RESTATED GAS GATHERING AGREEMENT
Gas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission • Wyoming
AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT FOR QUESTAR EXPLORATION AND PRODUCTION COMPANY
Gas Gathering Agreement • July 3rd, 2013 • QEP Midstream Partners, LP • Natural gas transmission

THIS AMENDMENT is entered into this 16 day of August, 2007, between Questar Exploration and Production Company (Shipper) and Questar Gas Management Company (QGM). Shipper and QGM are collectively referred to as the Parties.

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