Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2020, QEP Resources, Inc. (the "Company"), Wells Fargo Bank, National Association, in its capacity as administrative agent, the lenders party thereto and the guarantors party thereto entered into the Eighth Amendment to Credit Agreement (the "Amendment"), which amends that certain Credit Agreement, dated as of August 25, 2011 (as amended by the First Amendment to Credit Agreement, dated as of July 6, 2012, the Second Amendment to Credit Agreement, dated as of August 13, 2013, the Third Amendment to Credit Agreement, dated as of February 25, 2014, the Fourth Amendment to Credit Agreement and Commitment Increase Agreement, dated as of December 2, 2014, the Fifth Amendment to Credit Agreement, dated as of November 23, 2015, the Sixth Amendment to Credit Agreement, dated as of May 5, 2017, and the Seventh Amendment to Credit Agreement, dated as of November 21, 2017, the "Credit Agreement").

The Amendment amended the Credit Agreement to, among other things:



•      change the leverage ratio covenant to permit a maximum ratio of net
       priority guaranteed debt to consolidated EBITDAX of 2.50 to 1.00 as of the
       last day of each fiscal quarter of the Company;


•      a change of the present value debt ratio covenant to require a minimum
       present value to net priority guaranteed debt ratio of at least 1.50 to
       1.00 at all times;


•      provide the ability to repurchase outstanding senior notes with up to $500
       million of loan proceeds and certain other amounts;


•      provide the ability to issue subsidiary guarantees of up to $500 million
       of unsecured debt, with such guarantees being subordinated to the
       obligations under the Credit Agreement;


•      reduce the aggregate commitments under the Credit Agreement from $1.25
       billion to $850 million;


•      require the Company's material subsidiaries to guarantee the obligations
       under the Credit Agreement and certain swap obligations and bank product
       obligations;


•      revise the applicable rate for all borrowings under the Credit Agreement
       to be based on the utilization under the Credit Agreement rather than the
       Company's leverage ratio, with Eurodollar rate loans bearing interest at
       the Eurodollar rate plus 250-350 basis points and a zero Eurodollar rate
       floor, and base rate loans bearing interest at the base rate plus 150-250
       basis points; and


•      amend certain of the negative covenants and other provisions of the Credit
       Agreement, as more specifically set forth in the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.



                Creation of a Direct Financial Obligation or an Obligation under
Item 2.03       an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On June 4, 2020, the Company issued a press release announcing the entry into the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including in Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits





(d) Exhibits

Exhibit No.      Exhibit

                   Eighth Amendment to Credit Agreement, dated as of June 4,
                 2020, by and among QEP Resources, Inc., Wells Fargo Bank,
                 National Association, in its capacity as administrative agent
                 for the lenders, the lenders party thereto and the guarantors
10.1             party thereto.
99.1               Press Release, dated June 4, 2020.

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