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 “Partnership”), and QEP FIELD SERVICES, LLC, a Delaware limited liability company (the “Unitholder” and, together with the Partnership, the “Partnership Parties” and each a “Partnership Party”).  
W I T N E S S E T H: 
WHEREAS, concurrently with the execution of this Agreement, the Partnership, Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the  Partnership (“TLLP General Partner”), the Unitholder, TLLP Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Unitholder (“Merger Sub”), QEPM and QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of QEPM (“QEPM General Partner”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into QEPM (the “Merger”), with QEPM as the surviving entity, and each outstanding common unit representing limited partner interests of QEPM (collectively, the “Common Units” and, individually, a “Common Unit”) other than Common Units held by the Unitholder will be converted into the right to receive the merger consideration specified therein; 
WHEREAS, the Unitholder is a wholly owned subsidiary of the Partnership and, as of the date hereof, is the record or direct owner in the aggregate of, and has the right to vote and dispose of, 3,701,750 Common Units and 26,705,000 subordinated units representing limited partner interests of QEPM (the “Subordinated Units” and collectively with the Common Units, the “Existing Units”); and 
WHEREAS, in connection with the Merger, QEPM has requested that each of the Partnership Parties enter into this Agreement and abide by the covenants and obligations with respect to the Covered Units (as hereinafter defined), set forth herein.  
NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 
ARTICLE 1
GENERAL
1.1    Defined Terms.  The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.  









“Covered Units” means the Unitholder’s Existing Units together with any Units that the Unitholder, the Partnership or any of their Subsidiaries acquires of record on or after the date hereof (including as a result of the conversion of Subordinated Units into Common Units).  
“Delaware Courts” has the meaning set forth in Section 6.7.
“Notice” has the meaning set forth in Section 6.4.
“Orders” has the meaning set forth in Section 3.1(d).  
“Proxy Designee” means a Person designated by the QEPM Conflicts Committee by written notice to each of the parties hereto, which notice may simultaneously revoke the designation of any Person as a Proxy Designee.
“Termination Date” has the meaning set forth in Section 6.1.  
“Transfer” means, directly or indirectly, to sell, transfer, assign or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment or similar disposition of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise); provided that, for purposes of clarification, a Transfer shall not include any existing or future pledges or security interests issued by either of the Partnership Parties in connection with a bona fide loan.
“Unit” has the meaning set forth in the QEPM Partnership Agreement.  
ARTICLE 2 
VOTING
2.1    Agreement to Vote Covered Units and Member Interests.  
(a)    Each of the Partnership Parties hereby irrevocably and unconditionally agrees, in its capacity as a current or future unitholder of QEPM, that prior to the Termination Date (as defined herein), at any meeting of the unitholders of QEPM, however called, including any adjournment or postponement thereof, or in connection with any written consent of the unitholders of QEPM, it shall, to the fullest extent that the Covered Units are entitled to vote thereon or consent thereto: 
(i)    appear at each such meeting or otherwise cause its Covered Units to be counted as present thereat for purposes of establishing a quorum; and 
(ii)    vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Units (to the extent such Covered Units are entitled to vote) (A) in favor of the adoption of the Merger 

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Agreement, any transactions contemplated by the Merger Agreement and any other matter necessary for the consummation of such transactions submitted for the vote or written consent of the unitholders of QEPM; (B) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of QEPM or QEPM General Partner or any of their Subsidiaries contained in the Merger Agreement; and (C) against any action, agreement or transaction that would impede, delay or postpone the Merger or the other transactions contemplated by the Merger Agreement.  
(b)    Except as otherwise set forth in or contemplated by this Agreement, each Partnership Party may vote the Covered Units in its discretion on all matters submitted for the vote of unitholders of QEPM or in connection with any written consent of QEPM’s unitholders in a manner that is not inconsistent with the terms of this Agreement.  
2.2    No Inconsistent Agreements.  Each of the Partnership Parties hereby represents, covenants and agrees that, except for this Agreement, it (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to its Covered Units, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to its Covered Units and (c) has not taken and shall not knowingly take any action that would make any representation or warranty of such Partnership Party contained herein untrue or incorrect or have the effect of preventing or disabling such Partnership Party from performing any of its obligations under this Agreement.  
ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 
3.1    Representations and Warranties of the Partnership Parties.  Each of the Partnership Parties (except to the extent otherwise provided herein) hereby severally but not jointly represents and warrants to QEPM as follows: 
(a)    Good Standing.  Such Partnership Party is a limited partnership or limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.
(b)    Organization; Authorization; Validity of Agreement; Necessary Action.  Each of the Partnership Parties has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery by such Partnership Party of this Agreement, the performance by it of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Partnership Party and no other actions or proceedings on the part of such Partnership Party to authorize the execution and delivery of this Agreement, the performance by it of the obligations hereunder or the consummation of the transactions contemplated hereby are required.  This Agreement has been duly executed and delivered by such Partnership Party and, assuming the due authorization, execution and delivery of this Agreement by QEPM, 

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constitutes a legal, valid and binding agreement of each of the Partnership Parties, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.  
(c)    Ownership.  The Unitholder is the owner of record of the Unitholder’s Existing Units, and all of the Covered Units owned by either of the Partnership Parties or their Subsidiaries from the date hereof through and on the Closing Date will be owned of record by the Unitholder.  The Existing Units are all of the Units owned of record or beneficially owned by any Partnership Party or its Subsidiaries as of the date hereof.  Subject to the terms of this Agreement, the Unitholder has and will have at all times through the Closing Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Units and with respect to all of the Covered Units owned by the Unitholder at all times through the Closing Date.  Subject to the terms of this Agreement, the Partnership Parties or any of their Subsidiaries who acquire any Covered Units will have sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2, and sole voting power to agree to all of the matters set forth in this Agreement, with respect to all of the Covered Units owned by such entity at all times through the Closing Date.  
(d)    No Violation.  Neither the execution and delivery of this Agreement by such Partnership Party nor the performance by it of its obligations under this Agreement will (i) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties, rights or assets, including any Covered Units, owned by any Partnership Party, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to it under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which such Partnership Party is a party or by which it or any of its respective properties, rights or assets may be bound, (ii) violate any judgments, decrees, injunctions, rulings, awards, settlements, stipulations or orders (collectively, “Orders”) or laws applicable to such Partnership Party or any of its properties, rights or assets or (iii) result in a violation or breach of or conflict with its organizational and governing documents.  
(e)    Consents and Approvals.  No consent, approval, Order or authorization of, or registration, declaration or filing with, any governmental authority is necessary to be obtained or made by either of the Partnership Parties in connection with such Partnership Party’s execution, delivery and performance of this Agreement or the consummation by such Partnership Party of the transactions contemplated hereby, except for any requirements 

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under the Exchange Act in connection with this Agreement and the transactions contemplated hereby.  
(f)    Reliance by QEPM.  Each of the Partnership Parties understands and acknowledges that QEPM is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement and the representations, warranties, covenants and obligations of such Partnership Party contained herein.  
3.2    Representations and Warranties of QEPM.  QEPM hereby represents and warrants to each of the Partnership Parties that (a) it is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and (ii) the execution and delivery of this Agreement by QEPM and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of QEPM General Partner in its capacity as general partner of QEPM.  
 
 ARTICLE 4
GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY
4.1    Grant of Irrevocable Proxy; Appointment of Proxy.  FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, EACH PARTNERSHIP PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, GREGORY C. KING, AND ANY OTHER PROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH PARTNERSHIP PARTY’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH ARTICLE 2.  THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY WHOSE DESIGNATION AS A PROXY IS REVOKED BY THE QEPM CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH OF THE PARTNERSHIP PARTIES WILL, OR CAUSE ITS SUBSIDIARIES TO, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY EITHER PARTNERSHIP PARTY WITH RESPECT TO THE COVERED UNITS (AND EACH OF THE PARTNERSHIP PARTIES HEREBY REPRESENTS TO QEPM THAT ANY SUCH OTHER PROXY IS REVOCABLE).  
4.2    Expiration of Proxy.  The proxy granted in this Article 4 shall automatically expire upon the termination of this Agreement.  

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 ARTICLE 5
OTHER COVENANTS 
5.1    Prohibition on Transfers, Other Actions.  Each of the Partnership Parties hereby agrees not to (a) Transfer any of the Covered Units, beneficial ownership thereof or voting power therein; (b) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Partnership Party’s representations, warranties, covenants and obligations under this Agreement; or (c) take any action that could restrict or otherwise affect such Partnership Party’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement; provided that the foregoing shall not include or prohibit Transfers resulting from pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not affect such Partnership Party’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement.  Notwithstanding anything to the contrary in this Agreement, the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable law, to any affiliate of TLLP General Partner; provided that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to QEPM a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder.  Any Transfer in violation of this provision shall be null and void.   
5.2    Unit Splits and Unit Distributions.  In the event of a unit split, unit distribution or any change in the Units by reason of any split-up, reverse unit split, recapitalization, combination, reclassification, exchange of units or the like, the terms “Covered Units” and “Existing Units” shall be deemed to refer to and include such Units as well as all such distributions and any securities of QEPM into which or for which any or all of such Units may be changed or exchanged or which are received in such transaction.  
5.3    Unitholder Capacity.  The parties hereto acknowledge that this Agreement is being entered into by the Unitholder solely in its capacity as a unitholder of QEPM, and nothing in this Agreement shall restrict or limit the ability of the Unitholder or any Partnership Party or any of their affiliates or any employee thereof to take any action in his, her or its capacity as an officer, director or owner thereof to the extent such action is not prohibited by the Merger Agreement.  
5.4    Non-Survival of Representations and Warranties.  The representations and warranties of the Partnership Parties contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.  
5.5    Further Assurances.  From time to time, at QEPM’s request and without further consideration, each of the Partnership Parties shall execute and deliver, or cause its Subsidiaries to execute and deliver, such additional documents and take all such further action as may be reasonably necessary or advisable to effect the actions and consummate the transactions contemplated by this Agreement.  

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ARTICLE 6
MISCELLANEOUS
6.1    Termination.  This Agreement shall remain in effect until the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms (including after any extension thereof), (c) the QEPM Conflicts Committee making a QEPM Recommendation Change, or (d) the written agreement of the Unitholder, the Partnership and the QEPM Conflicts Committee, on behalf of QEPM, to terminate this Agreement (such earliest date being referred to herein as the “Termination Date”).  After the occurrence of such applicable event, this Agreement shall terminate and be of no further force or effect.  Nothing in this Section 6.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability for any breach of this Agreement occurring prior to such termination.  
6.2    No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in QEPM any direct or indirect ownership or incidence of ownership of or with respect to any Covered Units.  All rights, ownership and economic benefit relating to the Covered Units shall remain vested in and belong to the Partnership Parties, and QEPM shall have no authority to direct the Partnership Parties in the voting or disposition of any of the Covered Units, except as otherwise provided herein.  
6.3    Publicity.  The Unitholder hereby permits the Partnership and QEPM to include and disclose in the Proxy Statement/Prospectus and in such other schedules, certificates, applications, agreements or documents as such entities reasonably determine to be necessary or appropriate in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement the Unitholder’s identity and ownership of the Covered Units and the nature of the Unitholder’s commitments, arrangements and understandings pursuant to this Agreement.  
6.4    Notices.  Any notice, request, instruction, correspondence or other document to be given hereunder by any party to another party (each, a “Notice”) shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or mailed by U.S. registered or certified mail, postage prepaid and return receipt requested, or by telecopier, as follows; provided that copies to be delivered below shall not be required for effective notice and shall not constitute notice: 
If to the Unitholder or the Partnership, to: 
 
Tesoro Logistics LP
19100 Ridgewood Parkway
San Antonio, TX 78259
Attention:  Charles S. Parrish
Vice President and General Counsel
Telecopy:    (210) 754-4494



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With a copy to: 

Norton Rose Fulbright US  LLP
2200 Ross Avenue, Suite 2800
Dallas, TX 75201
Attention: Bryn A. Sappington, Daryl Lansdale
Telecopy: (214) 855-8200


If to QEPM, to: 

QEP Midstream Partners, LP
19100 Ridgewood Parkway
San Antonio, TX 78259
Attention:  Gregory C. King
Chairman of the Conflicts Committee
Telecopy: (210) 754-4494


With a copy to:  
 
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, TX  77002
Attention:    G. Michael O’Leary, Meredith S. Mouer
Telecopy: (713) 238-7130 


Notice given by personal delivery, courier service or mail shall be effective upon actual receipt.  Notice given by telecopier shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours.  All Notices by telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery.  Any party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.
6.5    Interpretation.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers.  It is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the others.  

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6.6    Entire Agreement.  This Agreement and, solely to the extent of the defined terms referenced herein, the Merger Agreement, together with the schedules annexed hereto, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written and oral, that may have related to the subject matter hereof in any way.  
6.7    Governing Law; Jurisdiction; Waiver of Jury Trial.  To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.  Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708.  Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (II) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM, (III) WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (IV) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF SUCH PROCESS IS GIVEN AS A NOTICE IN ACCORDANCE WITH SECTION 6.4 OR IN ANY MANNER PRESCRIBED BY THE LAWS OF THE STATE OF DELAWARE.
6.8    Amendment; Waiver.  This Agreement may not be amended except by an instrument in writing signed by QEPM, the Partnership and the Unitholder.  Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other parties hereto.  
6.9    Remedies.
(a)    Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms 

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and provisions hereof.  Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.  
(b)    All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.  
6.10    Action by QEPM.  No waiver, consent or other action by or on behalf of QEPM pursuant to or as contemplated by this Agreement shall have any effect unless such waiver, consent or other action is expressly approved by the Board of Directors of QEPM General Partner and the QEPM Conflicts Committee.  
6.11    Successors and Assigns; Third Party Beneficiaries.  Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (by operation of law or otherwise), by any party without the prior written consent of the other parties hereto.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or the parties’ respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.  
6.12    Severability.  If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any party hereto.  Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.  
6.13    Execution.  This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument.  
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above.  
QEPM: 
 
QEP MIDSTREAM PARTNERS, LP 
 
By:    QEP Midstream Partners GP, LLC,  
    its general partner 
 
 
By:        /S/ CHARLES S. PARRISH                    
Name:    Charles S. Parrish
Title:    Vice President, General Counsel
and Secretary


Partnership: 
 
TESORO LOGISTICS LP 
 
By:    Tesoro Logistics GP, LLC,  
    its general partner 
 
 
By:        /S/ PHILLIP M. ANDERSON                  
Name:    Phillip M. Anderson
Title:    President


Unitholder: 
 
QEP FIELD SERVICES, LLC 
 
 
By:        /S/ PHILLIP M. ANDERSON                  
Name:    Phillip M. Anderson
Title:    President



Signature Page to Support Agreement