0001108827-14-000064 Sample Contracts

AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • December 4th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas

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 (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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GUARANTY
Guaranty • December 4th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas • Colorado

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 (the “Beneficiary”).

FOURTH AMENDMENT TO CREDIT AGREEMENT AND
Credit Agreement • December 4th, 2014 • Qep Resources, Inc. • Crude petroleum & natural gas

This FOURTH AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT INCREASE AGREEMENT (this “Amendment”) is made and entered into as of December 2, 2014, by and among QEP RESOURCES, INC., a Delaware corporation (the “Borrower”), the Lenders named on the signature pages hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

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