QEPM / - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee 3.500% Senior Notes due 2022 $500,000,000 $62,250(1) 4.250% Senior Notes due 2027 $750,000,000 $93

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-221549 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee 3.500% Senior Notes due 2022 $500,000,000 $62,250(1) 4.250% Senior Notes due 2027 $750,000,000 $93,375(1) 5.200% Senior Notes due 2047 $500,000,000 $62,250(1) Subs

SUBJECT TO COMPLETION, DATED November 16, 2017

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-221549 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permit

Form of Senior Debt Indenture, between Andeavor Logistics, as issuer, the guarantors named therein, and U.S. Bank National Association, as trustee (including forms of debt securities).

EX-4.1 2 d491025dex41.htm EX-4.1 Exhibit 4.1 ANDEAVOR LOGISTICS LP AND TESORO LOGISTICS FINANCE CORP. FORM OF INDENTURE Dated as of November [ ], 2017 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 14 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 14 SECTION

Consent of Rodey, Dickason, Sloan, Akin & Robb, P.A. (included in Exhibit 5.3).

EX-5.3 Exhibit 5.3 BRUCE HALL JOHN P. SALAZAR JOHN P. BURTON CATHERINE T. GOLDBERG EDWARD RICCO W. MARK MOWERY CHARLES K. PURCELL ANDREW G. SCHULTZ SCOTT D. GORDON NELSON FRANSE THERESA W. PARRISH PAUL R. KOLLER CHARLES J. VIGIL THOMAS L. STAHL DAVID W. BUNTING LESLIE McCARTHY APODACA JEFFREY M. CROASDELL SUNNY J. NIXON JEFFREY L. LOWRY R. TRACY SPROULS DONALD B. MONNHEIMER ALAN HALL SETH L. SPARK

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended.

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

ANDX / Tesoro Logistics LP FORM S-3ASR

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 14, 2017 Registration No.

Computation of Ratio of Earnings to Fixed Charges.

EX-12.1 Exhibit 12.1 Computation of Earnings to Fixed Charges Nine Months Ended September 30, Year Ended December 31, 2017 2016 2015 2014 2013 2012 (In millions) Earnings before income taxes, less equity in earnings $ 292 $ 302 $ 243 $ 55 $ 18 $ 48 Fixed charges 184 198 163 118 42 10 Distributions received from unconsolidated affiliates 20 29 10 1 ? ? Capitalized interest (4 ) (5 ) (9 ) (6 ) (2 )

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed maximum aggregate offering price Amount of registration fee 5.25% Senior Notes due 2021 $750,000,000 $86,925(1) Subsidiary guarantees of Senior Notes ? (2)

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-214826 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed maximum aggregate offering price Amount of registration fee 5.25% Senior Notes due 2021 $750,000,000 $86,925(1) Subsidiary guarantees of Senior Notes ? (2) (1) Calculated in accordance with Rule 457(r) under the Securities Act of

As filed with the Securities and Exchange Commission on November 29, 2016

Table of Contents As filed with the Securities and Exchange Commission on November 29, 2016 Registration No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO [ ]% SENIOR NOTES DUE 2025 Dated as of December [ ], 2016 U.S. BANK NATIONAL ASSOCIATION, as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indentu

Exhibit 4.1 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO [ ]% SENIOR NOTES DUE 2025 INDENTURE Dated as of December [ ], 2016 U.S. BANK NATIONAL ASSOCIATION, as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311 (a) 7.11 (b) 7.11 312 (a) 2.05 (b) 12.03

RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES We have computed the ratio of earnings to fixed charges for each of the following periods on a consolidated basis. For purposes of computing the ratio of earnings to fixed charges, ?earnings? consist of pretax income (loss) less equity in earnings plus distributions received from unconsolidated affiliates net of equity in earnings plus fixed charges

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed maximum aggregate offering price Amount of registration fee 6.125% Senior Notes due 2021 $250,000,000 $25,175(1) 6.375% Senior Notes due 2024 $450,000,000 $45

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-211228 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed maximum aggregate offering price Amount of registration fee 6.125% Senior Notes due 2021 $250,000,000 $25,175(1) 6.375% Senior Notes due 2024 $450,000,000 $45,315(1) Subsidiary guarantees of Senior Notes — (2) (1) Calculated in a

As filed with the Securities and Exchange Commission on May 9, 2016

Table of Contents As filed with the Securities and Exchange Commission on May 9, 2016 Registration No.

Ratio of Earnings to Fixed Charges

EX-12.1 Exhibit 12.1 Ratio of Earnings to Fixed Charges We have computed the ratio of earnings to fixed charges for each of the following periods on a consolidated basis. For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of pretax income (loss) plus fixed charges (excluding capitalized interest). “Fixed charges” represent interest incurred (whether expensed or ca

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO [ ]% SENIOR NOTES DUE 20[ ] Dated as of [ ], 2016 U.S. BANK NATIONAL ASSOCIATION, as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Secti

EX-4.1 2 d173766dex41.htm EX-4.1 Exhibit 4.1 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO [ ]% SENIOR NOTES DUE 20[ ] INDENTURE Dated as of [ ], 2016 U.S. BANK NATIONAL ASSOCIATION, as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311 (a) 7.11 (b) 7.

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. Offers to Exchange (the “exchange offers”)

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-209763 PROSPECTUS TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. Offers to Exchange (the “exchange offers”) $500,000,000 principal amount of their 5.50% Senior Notes due 2019 (the “2019 exchange notes”) and $800,000,000 principal amount of their 6.25% Senior Notes due 2022 (the “2022 exchange notes” and, together with the

Tesoro Logistics LP Tesoro Logistics Finance Corp. 19100 Ridgewood Parkway San Antonio, TX 78259-1828

Tesoro Logistics LP Tesoro Logistics Finance Corp. 19100 Ridgewood Parkway San Antonio, TX 78259-1828 VIA EDGAR March 8, 2016 Re: Tesoro Logistics LP, Tesoro Logistics Finance Corp. and Guarantors Registration Statement on Form S-4 (File No. 333-209763) Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Dear Ladies and Gentlemen: Tesoro Logis

CERTIFICATE OF FORMATION OF

Exhibit 3.13 CERTIFICATE OF FORMATION OF QEP MIDSTREAM PARTNERS GP, LLC This Certificate of Formation, dated April 19,2013, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the limited liability company is: QEP Midstream Partners GP, LLC 2.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS GP, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEE

Exhibit 3.14 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS GP, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR ?BLUE SKY? LAWS. ANY SUCH MEMBERSHIP INTEREST

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. NOTICE OF GUARANTEED DELIVERY OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES D

Exhibit 99.4 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. NOTICE OF GUARANTEED DELIVERY OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTER

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTOFGREEN RIVER PROCESSING, LLC (a Delaware Limited Liability Company)THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGI

Exhibit 3.10 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTOFGREEN RIVER PROCESSING, LLC (a Delaware Limited Liability Company)THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP INTERESTS MAY

CERTIFICATE OF LIMITED PARTNERSHIP OF

Exhibit 3.15 CERTIFICATE OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP This Certificate of Limited Partnership, dated April 19, 2013, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the ?Act?) to form a limited partnership (the ?Partnership?) under the Act. 1. Name. The name of the Partnership is ?QEP Midstream Partners

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

Exhibit 3.16 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP A DELAWARE LIMITED PARTNERSHIP This Second Amended and Restated Agreement of Limited Partnership (this ?Agreement?) ofQEP Midstream Partners, LP, a Delaware limited partnership (the ?Partnership?), dated August 3,2015, by QEP Midstream Partners GP, LLC, a Delaware limited liability company (the

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

EX-3.21

Exhibit 3.21

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022,

Exhibit 99.1 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED 5.50%

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

Exhibit 3.12 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP FIELD SERVICES, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP INTERESTS MAY NOT BE

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BE

Exhibit 99.2 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED 5.50% SENIOR NOTES DUE 2019

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TESORO ALASKA PIPELINE COMPANY LLC (a Delaware Limited Liability Company)

Exhibit 3.24 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO ALASKA PIPELINE COMPANY LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP INTERESTS

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS OPERATING, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BE

EX-3.18 Exhibit 3.18 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS OPERATING, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP

STATE OF DELAWARE CERTIFICATE OF FORMATION OF [GRAPHIC APPEARS HERE]TESORO ALASKA PIPELINE COMPANY LLC This Certificate of Formation of Tesoro Alaska Pipeline Company LLC (the “Company”) is being duly executed and filed by the undersigned authorized

Exhibit 3.23 STATE OF DELAWARE CERTIFICATE OF FORMATION OF [GRAPHIC APPEARS HERE]TESORO ALASKA PIPELINE COMPANY LLC This Certificate of Formation of Tesoro Alaska Pipeline Company LLC (the “Company”) is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. 18-101, et seq.), as amended (the “

As filed with the Securities and Exchange Commission on February 26, 2016

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2016 Registration No.

CERTIFICATE OF FORMATION

EX-3.9 Exhibit 3.9 CERTIFICATE OF FORMATION OF GREEN RIVER PROCESSING, LLC This Certificate of Formation, dated February 6, 2014, has been duly executed and is filed pursuant to Section 18-20 I of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. I. Name. The name of the limited liability company is: Green River Processing, LL

CERTIFICATE OF FORMATION OF QEP FIELD SERVICES, LLC This Certificate of Formation, dated August 21, 2014, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liabi

Exhibit 3.11 CERTIFICATE OF FORMATION OF QEP FIELD SERVICES, LLC This Certificate of Formation, dated August 21, 2014, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the limited liability company is: QEP Field Services, LLC 2. Registered

Tesoro Logistics LP Tesoro Finance Corp. 19100 Ridgewood Pkwy San Antonio, TX 78259 (210) 626-6000

Tesoro Logistics LP Tesoro Finance Corp. 19100 Ridgewood Pkwy San Antonio, TX 78259 (210) 626-6000 VIA EDGAR February 26, 2016 Re: Tesoro Logistics LP, Tesoro Logistics Finance Corp. and Subsidiary Guarantors Registration Statement on Form S-4 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: Reference is made to the registration statement on Form S

CERTIFICATE OF FORMATION OF

Exhibit 3.19 CERTIFICATE OF FORMATION OF QEPM GATHERING I, LLC This Certificate of Formation, dated July 23, 2013. has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the limited liability company is: QEPM Gathering I, LLC 2. Registered Office

SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS VIA EDGAR February 26, 2016

Simpson Thacher & Bartlett L.L.P. Transmittal Letter SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS VIA EDGAR February 26, 2016 Re: Tesoro Logistics LP, Tesoro Logistics Finance Corp. and Subsidiary Guarantors Registration Statement on Form S-4 Securities and Exchange Commission 100 F Street, N.E

CERTIFICATE OF FORMATION OF

Exhibit 3.17 CERTIFICATE OF FORMATION OF QEP MIDSTREAM PARTNERS OPERATING, LLC This Certificate of Formation, dated April 19, 2013, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the ?Act?) to form a limited liability company (the ?Company?) under the Act. 1. Name. The name of the limited liability company is: QEP Midstream Partners Op

TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BE

Exhibit 99.3 TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. OFFERS TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 5.50% SENIOR NOTES DUE 2019 AND $800,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2022, EACH OF WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED 5.50% SENIOR NOTES DUE 2019

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

Exhibit 3.20 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEPM GATHERING I, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP INTERESTS MAY NOT BE TR

TABLE OF CONTENTS Page ARTICLE 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 ARTICLE 2 2.1 ARTICLE 3 3.1 3.2 3.3 3.4 ARTICLE 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 FORMATION OF COMPANY 2 Formation 2 Name 2 Purpose; Powers 2 Term 2 Principal Place of

Exhibit 3.22 Exhibit 3.22 AMENDED AND RESTATED OPERATING AGREEMENT OF RENDEZVOUS PIPELINE COMPANY, LLC (a Colorado Limited Liability Company) [GRAPHIC APPEARS HERE] THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36047 QEP Midstream Partners, LP (Exact name of registrant as sp

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 4, 2015, pursuant to the provisions of Rule 12d2-2 (a).

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT QEP MIDSTREAM PARTNERS GP, LLC (a Delaware Limited Liability Company)

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS GP, LLC (a Delaware Limited Liability Company) THE MEMBERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ANY SUCH MEMBERSHIP IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2015 QEP MIDSTREAM PARTN

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (

As filed with the Securities and Exchange Commission on July 23, 2015

As filed with the Securities and Exchange Commission on July 23, 2015 Registration No.

Tesoro Logistics LP and QEP Midstream Partners, LP Complete Merger

EX-99.2 Exhibit 99.2 Tesoro Logistics LP and QEP Midstream Partners, LP Complete Merger SAN ANTONIO – July 22, 2015- Tesoro Logistics LP (NYSE:TLLP) (“TLLP”) and QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today announced the completion of their previously announced merger. As a result of the merger, QEPM is now a wholly owned subsidiary of TLLP and its common units will cease trading on the N

QEP Midstream Partners, LP Unitholders Approve Merger with Tesoro Logistics LP

Exhibit 99.1 QEP Midstream Partners, LP Unitholders Approve Merger with Tesoro Logistics LP SAN ANTONIO – July 21, 2015 - Tesoro Logistics LP (NYSE:TLLP) (“TLLP”) and QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today announced the approval of the merger of QEPM with TLLP during a unitholder meeting held today in San Antonio. Over 64% of the QEPM common units entitled to vote and held by unitho

AMENDED AND RESTATED QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN Effective as of July 23, 2015

Exhibit 10.1 AMENDED AND RESTATED QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN Effective as of July 23, 2015 SECTION 1. Background; Purpose of the Plan. QEP Midstream Partners GP, LLC, a Delaware limited liability company (“QEPM General Partner”), adopted the QEP Midstream Partners, LP 2013 Long-Term Incentive Plan effective as of August 8, 2013, to promote the interests of QEP Midstre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

Tesoro Logistics 8-K (Prospectus)

TLLP 8-K 5-11-2015 unit exchange pro formas UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TESORO LOGISTICS LP UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

EX.99.1 - Unaudited Pro Forma Financial Information Exhibit 99.1 TESORO LOGISTICS LP UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Background References to the ?Partnership,? ?TLLP,? ?we,? ?us? and ?our? mean Tesoro Logistics LP and its consolidated subsidiaries, unless the context otherwise requires. References to ?Tesoro? refer collectively to Tesoro Corporation and a

QEPM / 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36047 QEP MIDSTREAM PARTNERS,

QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN COMMON UNIT AGREEMENT

Exhibit 10.2 QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN COMMON UNIT AGREEMENT Pursuant to this Common Unit Agreement, dated as of [ ] (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 Unit Award pursuant and subject to the terms and condit

Tesoro Logistics 425 (Prospectus)

TLLP Earnings Release Q1 2015 425 Filed by Tesoro Logistics LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissi

QEP Midstream Partners LP Announces Quarterly Distribution

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 QEP Midstream Partners LP Announces Quarterly Distribution SAN ANTONIO - April 23, 2015 - QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today announced the declaration of its quarterly cash distribution for the first quarter 2015 of $0.32 per limited partnership unit, or $1.28 on an annualized basis. This distribution represents a 3% increase over th

PSXP / Phillips 66 Partners LP / TESORO CORP /NEW/ - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* QEP Midstream Partners, LP (Name of Issuer) Common Units (Title of Class of Securities) 74735R115 (CUSIP Number) Charles S. Parrish Tesoro Corporation 19100 Ridgewood Parkway San Antonio, Texas 78259-1828 (210) 626-6000 (Name

Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP

Exhibit 99.1 Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP SAN ANTONIO - April 6, 2015, - Tesoro Logistics LP (NYSE:TLLP) (“TLLP”) and QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today jointly announced the signing of a definitive merger agreement whereby TLLP will acquire QEPM in a unit-for-unit exchange. Under the terms of the merger agreement, QEPM public un

AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP and QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS.........................................................................................................2 Section 1.1 Defini

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2015 QEP MIDSTREAM PARTN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissio

AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP and QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS.........................................................................................................2 Section 1.1 Defini

SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT

Exhibit 10.1 SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of April 6, 2015 (this “Agreement”), by and among QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“QEPM”), TESORO LOGISTICS LP, a Delaware limited partnership (the “Partnership”), and QEP FIELD SER

AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS

EX.2.1 QEPM Merger Agreement Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of April 6, 2015 by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC QEP FIELD SERVICES, LLC TLLP MERGER SUB LLC QEP MIDSTREAM PARTNERS, LP and QEP MIDSTREAM PARTNERS GP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS................................................................................................

Tesoro Logistics 8-K (Prospectus)

TLLP 8-K 4-6-15 QEPM unit merger UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT

Exhibit 10.1 SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of April 6, 2015 (this ?Agreement?), by and among QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (?QEPM?), TESORO LOGISTICS LP, a Delaware limited partnership (the ?Partnership?), and QEP FIELD SER

Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP

Exhibit 99.1 Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP SAN ANTONIO - April 6, 2015, - Tesoro Logistics LP (NYSE:TLLP) (“TLLP”) and QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today jointly announced the signing of a definitive merger agreement whereby TLLP will acquire QEPM in a unit-for-unit exchange. Under the terms of the merger agreement, QEPM public un

Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP

EX.99.1 Press Release for QEPM Merger Exhibit 99.1 Tesoro Logistics LP to Acquire Remaining Portion of QEP Midstream Partners, LP SAN ANTONIO - April 6, 2015 , - Tesoro Logistics LP (NYSE:TLLP) (?TLLP?) and QEP Midstream Partners, LP (NYSE:QEPM) (?QEPM?) today jointly announced the signing of a definitive merger agreement whereby TLLP will acquire QEPM in a unit-for-unit exchange. Under the terms

SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT

EX.10.1 Support Agreement Exhibit 10.1 SUPPORT AGREEMENT BY AND AMONG QEP MIDSTREAM PARTNERS, LP TESORO LOGISTICS LP AND QEP FIELD SERVICES, LLC DATED AS OF APRIL 6, 2015 SUPPORT AGREEMENT SUPPORT AGREEMENT , dated as of April 6, 2015 (this ? Agreement ?), by and among QEP MIDSTREAM PARTNERS, LP , a Delaware limited partnership (? QEPM ?), TESORO LOGISTICS LP , a Delaware limited partnership (the

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissi

March 27, 2015

Exhibit 16.1 March 27, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by QEP Midstream Partners, LP (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of QEP Midstream Partners, LP dated March 25, 2015. We agree wit

Green River Processing, LLC Financial Statements As of and for the Six Months Ended December 31, 2014

Exhibit 99.1 Green River Processing, LLC Financial Statements As of and for the Six Months Ended December 31, 2014 1 INDEX TO FINANCIAL STATEMENTS Green River Processing, LLC Financial Statements Report of Independent Registered Public Accounting Firm 3 Statement of Operations 4 Balance Sheet 5 Statement of Cash Flows 6 Statement of Equity 7 Notes Accompanying the Financial Statements 8 2 Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 001-36047 (Commission File No.) QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 80-0918184 (State or other jurisdiction of incorporatio

Name State of Organization QEP Midstream Partners Operating, LLC (1) Delaware QEP Gathering I, LLC (2) Delaware Rendezvous Gas Services, L.L.C. (3) Wyoming Three Rivers Gathering, L.L.C. (4) Delaware Rendezvous Pipeline Company, LLC (5) Colorado Gree

Exhibit 21.1 QEP Midstream Partners, LP Subsidiaries of the Partnership Name State of Organization QEP Midstream Partners Operating, LLC (1) Delaware QEP Gathering I, LLC (2) Delaware Rendezvous Gas Services, L.L.C. (3) Wyoming Three Rivers Gathering, L.L.C. (4) Delaware Rendezvous Pipeline Company, LLC (5) Colorado Green River Processing, LLC (6) Delaware (1) 100% owned by QEP Midstream Partners,

FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.5 FIFTH SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of January 8, 2015, among Tesoro Logistics LP, a Delaware limited partnership (?TLLP?), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the ?Issuers?), the parties that are signatories hereto as Guarantors (each a ?Guaranteeing Subsidiary?) and U.S. Bank National As

THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.6 THIRD SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2015, among Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and U.S. Bank National As

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commi

PSXP / Phillips 66 Partners LP / Clearbridge Investments, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* QEP Midstream Partners, LP (Name of Issuer) Common Stock (Title of Class of Securities) 74735R115 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

QEPM / 425 - Merger Prospectus - 425

Filed by QEP Midstream Partners LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2015 QEP MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commis

Page 1

Exhibit 99.1 QEP Midstream Partners, LP Announces 2015 Adjusted EBITDA and Maintenance Capital Guidance SAN ANTONIO - February 11, 2015 - QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM” or the “Partnership”) today provided guidance regarding its 2015 expectations for adjusted EBITDA and maintenance capital. The Partnership indicated that, based on its current operating results and outlook, it expec

PSXP / Phillips 66 Partners LP / Invesco Ltd. - QEP MIDSTREAM PARTNERS, LP 12312014 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* QEP Midstream Partners, LP (Name of Issuer) Common Stock (Title of Classes of Securities) 74735R115 (CUSIP Number) D

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commis

QEP Midstream Partners LP Announces Quarterly Distribution

Exhibit 99.1 QEP Midstream Partners LP Announces Quarterly Distribution SAN ANTONIO - January 23, 2015 - QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM” or the “Partnership”) today announced that the Board of Directors of the General Partner of the Partnership declared a cash distribution of $0.31 per unit for the fourth quarter of 2014. The quarterly distribution will be paid on February 13, 2015,

Exhibit 14.1 Dear Fellow Employee: At Tesoro we are committed to the highest ethical standards in the conduct of the Company’s business. The Company’s commitment is defined in our Guiding Principles, specifically our Core Values of: • Safety and Envi

codeofconduct Exhibit 14.1 Dear Fellow Employee: At Tesoro we are committed to the highest ethical standards in the conduct of the Company’s business. The Company’s commitment is defined in our Guiding Principles, specifically our Core Values of: • Safety and Environment • Respect • Integrity Our Core Values describe the characteristics and behaviors we expect from our employees and business partn

Code of Business Conduct and Ethics for Senior Financial Executives (Overview)

Exhibit 14.2 Code of Business Conduct and Ethics for Senior Financial Executives (Overview) General Policy It is the policy of QEP Midstream Partners GP, LLC and its subsidiaries (the “Company”) to conduct its business in accordance with the highest standards of honesty and integrity, the provisions of this Code of Business Conduct and Ethics for Senior Financial Executives (the “Code”), the Compa

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 8, 2015 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commissi

PSXP / Phillips 66 Partners LP / KAYNE ANDERSON CAPITAL ADVISORS LP - KAYNE ANDERSON CAPITAL ADVISORS, LP SC 13GA NO 2 1-9-2015 (QEP MIDSTREAM PARTNERS, LP) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.2) QEP Midstream Partners, L.P. (Name of Issuer) COMMON UNITS (Title of Class of Securities) 74735R115 (CUSIP Number) Check the following box if a fee is being paid with this statement ☐. (A fee is not required only if the filing person: (1) has a previous st

JOINT FILING AGREEMENT

EX-99.6 4 d837429dex996.htm EX-99.6 Exhibit 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited partner interests in QEP M

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT QEP MIDSTREAM PARTNERS GP, LLC A Delaware Limited Liability Company Dated as of December 2, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Cons

EX-99.5 3 d837429dex995.htm EX-99.5 Exhibit 5 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QEP MIDSTREAM PARTNERS GP, LLC A Delaware Limited Liability Company Dated as of December 2, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 6 ARTICLE II ORGANIZATION 6 Section 2.1 Formation 6 Section 2.2 Name 6 Section 2.3 Registere

Gregory J. Goff

EX-99.3 Exhibit 3 Gregory J. Goff Chairman of the Board and CEO Tesoro Logistics GP, LLC 19100 Ridgewood Parkway San Antonio, TX 78259 210 626 6943 210 745 4611 Fax December 2, 2014 Board of Directors QEP Midstream Partners GP, LLC As general partner of QEP Midstream Partners, LP 19100 Ridgewood Parkway San Antonio, Texas 78259 Members of the Board of Directors: Tesoro Logistics LP (“TLLP”), throu

PSXP / Phillips 66 Partners LP / TESORO CORP /NEW/ - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QEP Midstream Partners, LP (Name of Issuer) Common Units (Title of Class of Securities) 74735R115 (CUSIP Number) Charles S. Parrish Tesoro Corporation 19100 Ridgewood Parkway San Antonio, Texas 78259-1828 (210) 626-6000 (Name, Address and Telephone

TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - 425

Filed by Tesoro Logistics LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT

EX-10.6 Exhibit 10.6 Execution Version AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Amendment”), dated as of December 2, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company

TRANSITION SERVICES AGREEMENT by and between QEP RESOURCES, INC. TESORO LOGISTICS LP Dated as of December 2, 2014 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. SERVICES 4 2.1 Scope of Services 4 2.2 Provision of Services 4 2.3 No Financing to Services R

EX-10.2 Exhibit 10.2 Execution Version TRANSITION SERVICES AGREEMENT by and between QEP RESOURCES, INC. and TESORO LOGISTICS LP Dated as of December 2, 2014 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. SERVICES 4 2.1 Scope of Services 4 2.2 Provision of Services 4 2.3 No Financing to Services Recipient 4 2.4 No Assumption or Modification of Obligations 5 2.5 Application of Resources 5 2.6 Performanc

- 2 -

EX-10.3 Exhibit 10.3 Execution Version GUARANTY This GUARANTY, is made and entered into as of December 2, 2014, by QEP RESOURCES INC., a Delaware corporation with its principal offices at 1050 17th Street, Suite 500, Denver, Colorado 80265 (“Guarantor”), in favor of TESORO LOGISTICS LP, a Delaware limited partnership, with its principal offices at 19100 Ridgewood Parkway, San Antonio, Texas 78259

INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

EX-10.6 11 d831199dex106.htm EX-10.6 Exhibit 10.6 INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT INTERCOMPANY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT (the “Agreement”) dated as of December 2, 2014, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“QEPM”) and a Subsidiary of the Company,

INDEMNIFICATION AGREEMENT

EX-10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT 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

INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

EX-10.3 Exhibit 10.3 INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT INTERCOMPANY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT (the “Agreement”) dated as of December 2, 2014, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“QEPM”) and a Subsidiary of the Company, and each Subsidiary of QEPM l

FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT

EX-10.7 Exhibit 10.7 Execution Version FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT 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 Delawar

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2014 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 Agent, BAR

EX-10.2 Exhibit 10.2 Published CUSIP Number: 88160XAF5 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 Agent, BARCLAYS BANK PLC, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and WELLS FARGO BANK, NATIONAL

SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

EX-4.3 Exhibit 4.3 Execution Version SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 2, 2014, among Tesoro Logistics LP (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiar

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2014 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 Agent, BAR

EX-10.5 Exhibit 10.5 Published CUSIP Number: 88160XAF5 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 Agent, BARCLAYS BANK PLC, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and WELLS FARGO BANK, NATIONAL

TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 2, 2014 TESORO LOGISTICS LP (Exact name of registrant as specified in its charter) Delaware 1-35143 27-4151603 (State or other jurisdiction of incorporation) (Commiss

CREDIT AGREEMENT Dated as of December 2, 2014 QEP MIDSTREAM PARTNERS, LP, as the Borrower QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of December 2, 2014 among QEP MIDSTREAM PARTNERS, LP, as the Borrower and QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 22 1.03 Accounting Terms 23 1.04 Rounding 24 1.05 References to Agreements and Laws 24 1.

2 TESORO LOGISTICS LP RECONCILIATION OF FORECASTED ANNUAL EBITDA TO AMOUNTS UNDER U.S. GAAP (Unaudited, in millions) Reconciliation of Forecasted 2014 EBITDA to Forecasted Net Income 2014 Tesoro Logistics LP Forecasted Current Business 2014E Forecast

EX-99.1 Exhibit 99.1 Tesoro Logistics LP Completes the Acquisition of QEP Field Services, Creating Full-Service Logistics Business SAN ANTONIO – December 2, 2014 - Tesoro Logistics LP (NYSE:TLLP) (“TLLP” or the “Partnership”) has closed the previously announced acquisition of QEP Resources, Inc.’s wholly owned natural gas gathering and processing business, QEP Field Services, LLC (“QEPFS”) includi

AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT

EX-10.6 Exhibit 10.6 Execution Version AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Amendment”), dated as of December 2, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company

Amendment No. 1 Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP

EX-3.1 Exhibit 3.1 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP This Amendment No. 1 (this “Amendment”), dated December 2, 2014, to the First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP (the “Partnership”), dated as of April 26, 2011 (and as amended to the date hereof, the “Partnership Agreement”), is entered into

FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT

EX-10.4 Exhibit 10.4 Execution Version FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT 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 Delawar

CREDIT AGREEMENT Dated as of December 2, 2014 QEP MIDSTREAM PARTNERS, LP, as the Borrower QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive

EX-10.4 Exhibit 10.4 Execution Version CREDIT AGREEMENT Dated as of December 2, 2014 among QEP MIDSTREAM PARTNERS, LP, as the Borrower and QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 22 1.03 Accounting Terms 23 1.04 Rounding 24 1.05 References to Agreements and Laws 24 1.

INDEMNIFICATION AGREEMENT

EX-10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT 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 QEP MIDSTREAM PARTNERS, LP, as the Borrower QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of December 2, 2014 among QEP MIDSTREAM PARTNERS, LP, as the Borrower and QEP FIELD SERVICES, LLC, as the Lender TABLE OF CONTENTS Section Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 22 1.03 Accounting Terms 23 1.04 Rounding 24 1.05 References to Agreements and Laws 24 1.

KEEP-WHOLE COMMODITY FEE AGREEMENT

EX-10.9 10 d831203dex109.htm EX-10.9 Exhibit 10.9 Execution Version KEEP-WHOLE COMMODITY FEE AGREEMENT This KEEP-WHOLE COMMODITY FEE AGREEMENT (this “Agreement”) is dated December 7, 2014 effective as of the Effective Date (as defined below), and is among, QEP Field Services, LLC, a Delaware limited liability company (“QEPF”), QEPM Gathering I, LLC, a Delaware limited liability company (“QEPM”), a

INDEMNIFICATION AGREEMENT

EX-10.1 6 d831199dex101.htm EX-10.1 Exhibit 10.1 Execution Version INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of December 2, 2014 (the “Effective Date”), by and among QEP Resources, Inc., a Delaware corporation (“QEP”), QEP Field Services Company, a Delaware corporation (“Field Services”), and Tesoro Logistics LP, a Delaware limited partnership (“TLLP”)

SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

EX-4.3 Exhibit 4.3 Execution Version SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 2, 2014, among Tesoro Logistics LP (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiar

SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

EX-4.1 Exhibit 4.1 Execution Version SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 2, 2014, among Tesoro Logistics LP (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiar

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014

EX-4.4 Exhibit 4.4 Execution Version JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014 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 corpora

QEPM / 425 - Merger Prospectus - FORM 8-K

425 1 d831203d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 2, 2014 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdict

KEEP-WHOLE COMMODITY FEE AGREEMENT

EX-10.9 Exhibit 10.9 Execution Version KEEP-WHOLE COMMODITY FEE AGREEMENT This KEEP-WHOLE COMMODITY FEE AGREEMENT (this “Agreement”) is dated December 7, 2014 effective as of the Effective Date (as defined below), and is among, QEP Field Services, LLC, a Delaware limited liability company (“QEPF”), QEPM Gathering I, LLC, a Delaware limited liability company (“QEPM”), and Green River Processing, LL

AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

EX-2.2 2 d831199dex22.htm EX-2.2 Exhibit 2.2 Execution Version AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”) is dated as of December 2, 2014 (the “Effective Date”), by and between QEP Field Services Company, a Delaware corporation (“Seller”), and Tesoro Logistics LP, a Delaware limited partnership (“Purch

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2014 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 Agent, BAR

EX-10.2 Exhibit 10.2 Published CUSIP Number: 88160XAF5 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 Agent, BARCLAYS BANK PLC, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and WELLS FARGO BANK, NATIONAL

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 2, 2014 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation)

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014

EX-4.4 Exhibit 4.4 Execution Version JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014 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 corpora

AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT

EX-10.8 Exhibit 10.8 Execution Version AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Amendment”), dated as of December 2, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company

INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

EX-10.3 6 d831203dex103.htm EX-10.3 Exhibit 10.3 INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT INTERCOMPANY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT (the “Agreement”) dated as of December 2, 2014, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“QEPM”) and a Subsidiary of the Company, a

FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT

EX-10.4 Exhibit 10.4 Execution Version FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT 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 Delawar

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014

EX-4.2 Exhibit 4.2 Execution Version JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014 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 corpora

KEEP-WHOLE COMMODITY FEE AGREEMENT

EX-10.9 14 d831199dex109.htm EX-10.9 Exhibit 10.9 Execution Version KEEP-WHOLE COMMODITY FEE AGREEMENT This KEEP-WHOLE COMMODITY FEE AGREEMENT (this “Agreement”) is dated December 7, 2014 effective as of the Effective Date (as defined below), and is among, QEP Field Services, LLC, a Delaware limited liability company (“QEPF”), QEPM Gathering I, LLC, a Delaware limited liability company (“QEPM”), a

PSXP / Phillips 66 Partners LP / Qep Resources, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* QEP MIDSTREAM PARTNERS, LP (Name of Issuer) COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS (Ti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36047 QEP MIDSTREAM PARTN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - November 5, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporatio

QEP MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2014 FINANCIAL AND OPERATING RESULTS

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TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - 425

Filed by Tesoro Logistics LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - 425

Filed by Tesoro Logistics LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN QEP FIELD SERVICES COMPANY, AS SELLER, TESORO LOGISTICS LP, AS PURCHASER October 19, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 Section 1.1 Defined Terms 1 Section 1.2 Refer

EX-2.1 Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN QEP FIELD SERVICES COMPANY, AS SELLER, AND TESORO LOGISTICS LP, AS PURCHASER October 19, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 Section 1.1 Defined Terms 1 Section 1.2 References and Rules of Construction 1 ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE 2 Section 2.1 Purchase and Sale 2 Section 2.2 Pur

TESORO CREATES FULL-SERVICE LOGISTICS COMPANY

EX-99.2 Exhibit 99.2 Exhibit 99.2 TESORO CREATES FULL-SERVICE LOGISTICS COMPANY TLLP ACQUIRES QEP FIELD SERVICES ASSETS October 20, 2014 FORWARD LOOKING STATEMENTS This Presentation includes forward-looking statements. These statements relate to, among other things, the following: execution of our strategy, including growth and expansion projects, asset optimization opportunities, and growth in th

TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2014 TESORO LOGISTICS LP (Exact name of registrant as specified in its charter) Delaware 1-35143 27-4151603 (State or other jurisdiction of incorporation) (Commiss

QEP Field Services Company Consolidated Financial Statements For the Years Ended December 31, 2013, 2012, and 2011, and As of December 31, 2013 and 2012 INDEX TO FINANCIAL STATEMENTS QEP Field Services Consolidated Financial Statements Report of Inde

EX-99.4 Exhibit 99.4 QEP Field Services Company Consolidated Financial Statements For the Years Ended December 31, 2013, 2012, and 2011, and As of December 31, 2013 and 2012 INDEX TO FINANCIAL STATEMENTS QEP Field Services Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-3 Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 a

QEP Field Services Company Consolidated Financial Statements For the Three and Six Months Ended June 30, 2014 and 2013, and As of June 30, 2014, and December 31, 2013 INDEX TO FINANCIAL STATEMENTS QEP Field Services Unaudited Consolidated Financial S

EX-99.5 Exhibit 99.5 QEP Field Services Company Consolidated Financial Statements For the Three and Six Months Ended June 30, 2014 and 2013, and As of June 30, 2014, and December 31, 2013 INDEX TO FINANCIAL STATEMENTS QEP Field Services Unaudited Consolidated Financial Statements Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 F-2 Unaudited

2

EX-99.1 Exhibit 99.1 Tesoro Logistics Becomes Full-Service Logistics Company with Purchase of QEP Field Services • TLLP agrees to acquire QEP Field Services for approximately $2.5 billion, including 58% ownership in QEP Midstream Partners • Strategically located high quality natural gas gathering pipelines and processing facilities in the Rockies, Uinta and North Dakota • Natural extension of TLLP

TESORO LOGISTICS LP UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

EX-99.6 Exhibit 99.6 TESORO LOGISTICS LP UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Background References to the “Partnership,” “TLLP,” “we,” “us” and “our” mean Tesoro Logistics LP and its consolidated subsidiaries, unless the context otherwise requires. References to “Tesoro” refer collectively to Tesoro Corporation and any of its subsidiaries other than Tesoro Log

TLLP / TESORO LOGISTICS LP 425 - Merger Prospectus - 425

425 Filed by Tesoro Logistics LP Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: QEP Midstream Partners, LP Commission File No.

Regulation FD Disclosure, Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 19, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation) (Commis

QEP MIDSTREAM PARTNERS, LP ANNOUNCES ACQUISITION OF ITS GENERAL PARTNER AND LP UNITS BY TESORO LOGISTICS LP

QEP MIDSTREAM PARTNERS, LP ANNOUNCES ACQUISITION OF ITS GENERAL PARTNER AND LP UNITS BY TESORO LOGISTICS LP DENVER, Colorado - October 19, 2014 - QEP Midstream Partners, LP (“QEPM” or the “Partnership”) today announced that QEP Resources, Inc.

2

EX-99.7 Exhibit 99.7 Tesoro Logistics LP Announces Intention to Offer $1.3 Billion of Senior Notes SAN ANTONIO – October 20, 2014 - Tesoro Logistics LP (NYSE: TLLP) (the “Partnership” or “TLLP”) today announced that it, together with its wholly-owned subsidiary Tesoro Logistics Finance Corp., intends to offer $1.3 Billion aggregate principal amount of senior notes, consisting of tranches due in 20

2

EX-99.3 Exhibit 99.3 Tesoro Logistics LP Announces Public Offering of 19,350,000 Common Units SAN ANTONIO – October 20, 2014 - Tesoro Logistics LP (NYSE: TLLP) (the “Partnership” or “TLLP”) today announced the commencement of a registered underwritten public offering of 19,350,000 common units representing limited partner interests in the Partnership. In connection with the offering, the Partnersh

Green River Processing Operations Combined Financial Statements For the Periods Ended June 30, 2014 and 2013, and the Years Ended December 31, 2013, 2012 and 2011, and As of June 30, 2014, and December 31, 2013 and 2012 INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 Green River Processing Operations Combined Financial Statements For the Periods Ended June 30, 2014 and 2013, and the Years Ended December 31, 2013, 2012 and 2011, and As of June 30, 2014, and December 31, 2013 and 2012 INDEX TO FINANCIAL STATEMENTS Green River Processing Operations Combined Financial Statements Report of Independent Registered Public Accounting Firm 3 Combined Statem

QEP Midstream Partners, LP Unaudited Pro Forma Consolidated Financial Statements As of June 30, 2014, for the Period Ended June 30, 2014, and the Year Ended December 31, 2013 INDEX TO FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Financial St

Exhibit 99.2 QEP Midstream Partners, LP Unaudited Pro Forma Consolidated Financial Statements As of June 30, 2014, for the Period Ended June 30, 2014, and the Year Ended December 31, 2013 INDEX TO FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Financial Statements Introduction 2 Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2014 4 Unaudited Pro F

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - July 1, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporation)

QEP MIDSTREAM PARTNERS REPORTS SECOND QUARTER 2014 FINANCIAL AND OPERATING RESULTS

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Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 qepm8kq22014newsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - August 6, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36047 QEP MIDSTREAM PARTNERS,

QEP MIDSTREAM PARTNERS CLOSES ACQUISITION OF MEMBERSHIP INTERESTS IN GREEN RIVER PROCESSING FROM QEP RESOURCES FOR $230 MILLION

News Release QEP MIDSTREAM PARTNERS CLOSES ACQUISITION OF MEMBERSHIP INTERESTS IN GREEN RIVER PROCESSING FROM QEP RESOURCES FOR $230 MILLION DENVER, CO July 1, 2014 - QEP Midstream Partners, LP (NYSE:QEPM) (the “Partnership”) today announced that it has acquired 40% of the outstanding membership interest in Green River Processing, LLC (“Green River Processing”) for $230 million in cash from QEP Field Services Company, a wholly owned subsidiary of QEP Resources, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - July 1, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporation) (

PSXP / Phillips 66 Partners LP / KAYNE ANDERSON CAPITAL ADVISORS LP - KAYNE ANDERSON CAPITAL ADVISORS, LP SC 13G A NO 1 (QEP MIDSTREAM PARTNERS, LP) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) QEP Midstream Partners, L.P. (Name of Issuer) COMMON UNITS (Title of Class of Securities) 74735R115 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - May 7, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporation) (C

QEP MIDSTREAM PARTNERS REPORTS FIRST QUARTER 2014 FINANCIAL AND OPERATING RESULTS

QEP MIDSTREAM PARTNERS REPORTS FIRST QUARTER 2014 FINANCIAL AND OPERATING RESULTS DENVER - May 7, 2014// QEP Midstream Partners, LP (NYSE: QEPM) ("QEPM" or the "Partnership") today reported first quarter 2014 financial and operating results.

PURCHASE AND SALE AGREEMENT by and among QEP FIELD SERVICES COMPANY, QEP MIDSTREAM PARTNERS GP, LLC, QEP Midstream Partners Operating, LLC QEP MIDSTREAM PARTNERS, LP May 7, 2014

Exhibit 10.1 PURCHASE AND SALE AGREEMENT by and among QEP FIELD SERVICES COMPANY, QEP MIDSTREAM PARTNERS GP, LLC, QEP Midstream Partners Operating, LLC and QEP MIDSTREAM PARTNERS, LP May 7, 2014 1 Exhibit 10.1 TABLE OF CONTENTS Page Article I. DEFINITIONS 5 1.1 Definitions 5 1.2 Construction 12 Article II. SALE AND CLOSING 12 2.1 Sale of Subject Interests 12 2.2 Consideration 13 2.3 Closing and Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36047 QEP MIDSTREAM PARTNERS,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - March 21, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporation)

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY We, the undersigned directors of QEP Midstream Partners GP, LLC, hereby severally constitute Charles B.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 001-36047 (Commission File No.) QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 80-0918184 (State or other jurisdiction of incorporatio

Name State of Organization QEP Midstream Partners Operating, LLC (1) Delaware QEP Gathering I, LLC (2) Delaware Rendezvous Gas Services, L.L.C. (3) Wyoming Three Rivers Gathering, L.L.C. (4) Delaware Rendezvous Pipeline Company, LLC (5) Colorado

Exhibit 21.1 QEP Midstream Partners, LP Subsidiaries of the Partnership Name State of Organization QEP Midstream Partners Operating, LLC (1) Delaware QEP Gathering I, LLC (2) Delaware Rendezvous Gas Services, L.L.C. (3) Wyoming Three Rivers Gathering, L.L.C. (4) Delaware Rendezvous Pipeline Company, LLC (5) Colorado (1) 100% owned by QEP Midstream Partners, LP (2) 100% owned by QEP Midstream Partn

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - March 17, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - February 25, 2014 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporati

QEP MIDSTREAM PARTNERS REPORTS ESTIMATED FOURTH QUARTER 2013 FINANCIAL AND OPERATING RESULTS

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PSXP / Phillips 66 Partners LP / Qep Resources, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 QEP MIDSTREAM PARTNERS, LP (Name of Issuer) COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS (Title of Class of Sec

PSXP / Phillips 66 Partners LP / Clearbridge Investments, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* QEP Midstream Partners, LP (Name of Issuer) Common Stock (Title of Class of Securities) 74735R115 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

PSXP / Phillips 66 Partners LP / Harvest Fund Advisors LLC - SC 13G Passive Investment

Harvest Fund Advisors LLC: Schedule 13-G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* QEP Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 74735R115 (CUSIP Number) December 31, 2013 (Date of Event Which

PSXP / Phillips 66 Partners LP / Invesco Ltd. - QEP MIDSTREAM PARTNERS, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No.)* QEP Midstream Partners, LP (Name of Issuer) Common Stock (Title of Classes of Securities) 74735R115 (CUSIP Number) Decem

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

PSXP / Phillips 66 Partners LP / KAYNE ANDERSON CAPITAL ADVISORS LP - KAYNE ANDERSON CAPITAL ADVISORS, L.P SC 13G 2-4-2014 (QEP MIDSTREAM PARTNERS, L.P.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) QEP Midstream Partners, L.P. (Name of Issuer) COMMON UNITS (Title of Class of Securities) 74735R115 (CUSIP Number) Check the following box if a fee is being paid with this statement o. (A fee is not required only if the filing person: (1) has a previous sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report – December 2, 2013 (Date of earliest event reported) QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporatio

INDEMNIFICATION AGREEMENT

Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , 20, is made by and between QEP Midstream Partners, GP, LLC, a Delaware corporation (the “Company”) and [NAME] (the “Indemnitee”). RECITALS A. The Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-188487 QEP MIDSTREAM PART

QEP MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2013 FINANCIAL AND OPERATING RESULTS

EX-99.1 2 exhibit991-qepmpressrelease.htm EXHIBIT Investors: Greg Bensen Media: Brent Rockwood Director, Investor Relations Director, Communications 303-405-6665 303-672-6999 QEP MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2013 FINANCIAL AND OPERATING RESULTS DENVER - November 5, 2013// QEP Midstream Partners, LP (NYSE: QEPM) ("QEPM" or the "Partnership") today reported financial and operating result

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - November 5, 2013 (Date of earliest event reported) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report – November 1, 2013 (Date of earliest event reported) QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report – October 28, 2013 (Date of earliest event reported) QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) STATE OF DELAWARE 001-36047 80-0918184 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-188487 QEP MIDSTREAM PARTNERS,

CREDIT AGREEMENT Dated as of August 14, 2013 QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, the Lenders and

EX-10.3 Exhibit 10.3 EXECUTION COPY Published CUSIP Number: 74736BAB7 CREDIT AGREEMENT Dated as of August 14, 2013 among QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, and the Lenders and L/C Issuers Party Hereto WELLS FARGO SECURITIES, LLC CITIGROUP GLOBAL

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among QEP FIELD SERVICES COMPANY QEP MIDSTREAM PARTNERS GP, LLC QEP MIDSTREAM PARTNERS, LP QEP MIDSTREAM PARTNERS OPERATING, LLC Dated as of August 14, 2013 CONTRIBUTION, CONVEYANCE AND ASSUMPT

EX-10.1 Exhibit 10.1 Execution Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among QEP FIELD SERVICES COMPANY QEP MIDSTREAM PARTNERS GP, LLC QEP MIDSTREAM PARTNERS, LP AND QEP MIDSTREAM PARTNERS OPERATING, LLC Dated as of August 14, 2013 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of August 14, 2013 (this “Ag

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2013 QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction of incorporation

OMNIBUS AGREEMENT

EX-10.2 Exhibit 10.2 OMNIBUS AGREEMENT 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 De

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP QEP MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of August 14, 2013 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 25 Art

EX-3.1 Exhibit 3.1 Execution Version FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of August 14, 2013 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 25 Article II ORGANIZATION 25 Section 2.1 Formation 25 Section 2.2 Name 26 Section 2.3 Registered Office; Registered

QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN

Exhibit 10.1 QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This QEP Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by QEP Midstream Partners GP, LLC, a Delaware limited liability company (the “Company”), the general partner of QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). The Plan is in

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2013 (August 8, 2013) QEP Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36047 80-0918184 (State or other jurisdiction

QEP MIDSTREAM PARTNERS, LP ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING OF COMMON UNITS

EX-99.1 Exhibit 99.1 QEP MIDSTREAM PARTNERS, LP ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING OF COMMON UNITS DENVER, Aug 08, 2013 (BUSINESS WIRE) — QEP Midstream Partners, LP (“QEPM” or the “Partnership”) today announced that it has priced its initial public offering of 20,000,000 common units at $21.00 per unit. The underwriters have been granted a 30-day option to purchase up to an additional 3,

QEP MIDSTREAM PARTNERS, LP 20,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version QEP MIDSTREAM PARTNERS, LP 20,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: August 8, 2013 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 17 SECTION 3. Covenants of the QEP Entities 18 SECTION 4. Payment of Expenses 22 SECTION 5. Conditions of U

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on August 12, 2013 Registration No.

20,000,000 Common Units Representing Limited Partner Interests

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-188487 PROSPECTUS 20,000,000 Common Units Representing Limited Partner Interests This is an initial public offering of common units representing limited partner interests of QEP Midstream Partners, LP. We were recently formed by QEP Resources, Inc., or QEP. We are offering 20,000,000 common units in this offering. Prior to thi

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QEP MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 80-0918184 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1050 17th Stree

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Correspondence QEP MIDSTREAM PARTNERS, LP 1050 17th Street, Suite 500 Denver, Colorado 80265 August 6, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP August 6, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: QEP Midstream Partners, LP (the “Partnership”) Registration Statement on Form S-1 (File No. 333-188487) Ladies and Gentlemen: As representatives of the several underwriters of the Partnership’s proposed public offering of up to 23,000,000 common units representing limited partner interests of th

- FORM S-1/A

Form S-1/A Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 2013 Registration No.

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CORRESP QEP MIDSTREAM PARTNERS, LP 1050 17th Street, Suite 500 Denver, Colorado 80265 July 31, 2013 Via EDGAR and Fedex Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

FORM OF QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN COMMON UNIT AGREEMENT

EX-10.13 Exhibit 10.13 FORM OF QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN COMMON UNIT AGREEMENT Pursuant to this Common 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 Unit Award pursuant and subject

- S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2013 Registration No.

FORM OF CREDIT AGREEMENT Dated as of [ ], 2013 QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, the Lenders a

Exhibit 10.1 Published CUSIP Number: FORM OF CREDIT AGREEMENT Dated as of [ ], 2013 among QEP MIDSTREAM PARTNERS OPERATING, LLC, as the Borrower QEP MIDSTREAM PARTNERS, LP, as Parent Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender, and the Lenders and L/C Issuers Party Hereto WELLS FARGO SECURITIES, LLC CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECUR

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Correspondence QEP MIDSTREAM PARTNERS, LP 1050 17th Street, Suite 500 Denver, Colorado 80265 July 26, 2013 Via EDGAR and Fedex Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

GAS GATHERING AGREEMENT MOUNTAIN FUEL SUPPLY COMPANY QUESTAR PIPELINE COMPANY EFFECTIVE SEPTEMBER 1, 1993 GAS GATHERING AGREEMENT Table of Contents Recitals 1 Article I – Dedication 2 Article II – Gathering Service, Receipts and Deliveries 2 Article

EX-10.6 Exhibit 10.6 GAS GATHERING AGREEMENT Between MOUNTAIN FUEL SUPPLY COMPANY AND QUESTAR PIPELINE COMPANY EFFECTIVE SEPTEMBER 1, 1993 GAS GATHERING AGREEMENT Table of Contents Recitals 1 Article I – Dedication 2 Article II – Gathering Service, Receipts and Deliveries 2 Article III – Gathering Charges, Reimbursements and Credits 3 (a) Gathering Rates 3 (1) Through August 31, 1995 3 (2) Septemb

AMENDMENT TO THE GAS GATHERING AGREEMENT QUESTAR GAS COMPANY QUESTAR GAS MANAGEMENT COMPANY

EX-10.7 Exhibit 10.7 AMENDMENT TO THE GAS GATHERING AGREEMENT BETWEEN QUESTAR GAS COMPANY AND QUESTAR GAS MANAGEMENT COMPANY THIS AMENDMENT is entered into this 6th day of February , 1998, between QUESTAR GAS COMPANY and QUESTAR GAS MANAGEMENT COMPANY. The Parties represent as follows: A. Mountain Fuel Supply Company (MFS) and Questar Pipeline Company entered into a Gas Gathering Agreement on Octo

FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION By and Among QEP FIELD SERVICES COMPANY QEP MIDSTREAM PARTNERS GP, LLC QEP MIDSTREAM PARTNERS, LP QEP MIDSTREAM PARTNERS OPERATING, LLC Dated as of [ — ], 2013 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AG

EX-10.2 Exhibit 10.2 FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among QEP FIELD SERVICES COMPANY QEP MIDSTREAM PARTNERS GP, LLC QEP MIDSTREAM PARTNERS, LP AND QEP MIDSTREAM PARTNERS OPERATING, LLC Dated as of [ — ], 2013 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of [ — ], 2013 (this “Agreement”), is by a

- FORM S-1/A

Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2013 Registration No.

FORM OF OMNIBUS AGREEMENT

EX-10.5 Exhibit 10.5 FORM OF OMNIBUS AGREEMENT 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,

Form of QEP MIDSTREAM PARTNERS, LP [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Form of QEP MIDSTREAM PARTNERS, LP [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: [—], 2013 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 17 SECTION 3. Covenants of the QEP Entities 18 SECTION 4. Payment of Expenses 22 SECTION 5. Conditions of Underwriters’ Obligatio

AMENDMENT TO THE GAS GATHERING AGREEMENT EXPLORATION AND PRODUCTION COMPANY

EX-10.11 Exhibit 10.11 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 THIS AMENDMENT

GAS GATHERING AGREEMENT MOUNTAIN FUEL SUPPLY COMPANY QUESTAR PIPELINE COMPANY EFFECTIVE SEPTEMBER 1, 1993

Exhibit 10.6 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 (**). GAS GATHERING AGREEMENT Between MOUNTAIN FUEL SUPPLY COMPANY AND QUESTAR PIPELINE COMPANY EFFECTIVE SEPTE

FOURTH AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT QUESTAR GAS MANAGEMENT COMPANY QUESTAR EXPLORATION AND PRODUCTION COMPANY SEPTEMBER 7, 2001

EX-10.12 Exhibit 10.12 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 (**). FOURTH AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT BETWEEN QUESTAR GAS MANAGE

QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT

EX-10.4 Exhibit 10.4 QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT 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”

QEP Midstream Partners, LP

EX-21.1 Exhibit 21.1 QEP Midstream Partners, LP Subsidiaries of QEP Midstream Partners, LP Name State of Organization QEP Midstream Partners Operating, LLC Delaware QEPM Gathering I, LLC Delaware Three Rivers Gathering, L.L.C. (1) Delaware Rendezvous Pipeline Company, L.L.C. Colorado Rendezvous Gas Services, L.L.C. (2) Wyoming (1) QEP Midstream Partners, LP owns a 50% equity interest in Three Rive

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QEP MIDSTREAM PARTNERS, LP 1050 17th Street, Suite 500 Denver, Colorado 80265 July 3, 2013 Via EDGAR and Fedex Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

AMENDED AND RESTATED GAS GATHERING AGREEMENT

Exhibit 10.8 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 (**). AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS AMENDED AND RESTATED GAS GATHERING AGREEMENT (Agreement

QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN

EX-10.3 Exhibit 10.3 QEP MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This QEP Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by QEP Midstream Partners GP, LLC, a Delaware limited liability company (the “Company”), the general partner of QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). The Pl

AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT QUESTAR EXPLORATION AND PRODUCTION COMPANY

EX-10.10 Exhibit 10.10 AMENDMENT TO THE AMENDED AND RESTATED GAS GATHERING AGREEMENT FOR QUESTAR EXPLORATION AND PRODUCTION COMPANY 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. The Parties represent as follows: A. Shipper

- S-1/A

S-1/A Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 2013 Registration No.

AMENDMENT TO THE GAS GATHERING AGREEMENT EXPLORATION AND PRODUCTION COMPANY

Exhibit 10.9 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 THIS AMENDMENT is entered

AMENDMENT TO THE GAS GATHERING AGREEMENT QUESTAR GAS COMPANY QUESTAR GAS MANAGEMENT COMPANY

EX-10.7 Exhibit 10.7 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 BETWEEN QUESTAR GAS COMPANY AND QUESTAR GAS MANAGEMENT C

CERTIFICATE OF LIMITED PARTNERSHIP QEP MIDSTREAM PARTNERS, LP

EX-3.1 2 d526933dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF QEP MIDSTREAM PARTNERS, LP This Certificate of Limited Partnership, dated April 19, 2013, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership (the “Partnership”) under the Act. 1. Name. The name of the Partne

State of Organization

EX-21.1 Exhibit 21.1 QEP Midstream Partners, LP Subsidiaries of QEP Midstream Partners, LP Name State of Organization QEP Midstream Partners Operating, LLC Delaware Green River Gathering, LLC Delaware Three Rivers Gathering, L.L.C.(1) Delaware Vermillion Gathering, LLC Delaware Williston Gathering, LLC Delaware Rendezvous Pipeline Company, L.L.C. Colorado Rendezvous Gas Services, L.L.C.(2) Wyoming

Registration Statement - FORM S-1

Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2013 Registration No.