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QEP Energy Company
2010.
(QUESTAR EXPLORATION AND PRODUCTION COMPANY
TO QEP ENERGY COMPANY)
Abigail L. Jones, being duly sworn, makes the following statements:
1. I am the Corporate Secretary for QEP Energy Company, formerly Questar
Exploration and Production Company, a Texas corporation "the Company In
conjunction with my responsibilities, I maintain the Company's minute books and
other records.
2. The Company's name change was legally effective June 14, 2010, when the
necessary Articles of Amendment were filed with the Texas Secretary of State's
office.
State of Utah
IN WITNESS WHEREOF, I have hereunto set my hand this 14 day of June,
ss
County of Salt Lake
I, C. E. Updike, a Notary Public, hereby certify that on the 14 day of June, 2010,
personally appeared before me Abigail L. Jones, who being by me first duly sworn,
declared that she is the person who signed the foregoing document as Secretary of QEP
Energy Company.
SECRETARY'S CERTIFICATE OF NAME CHANGE
NOTARY PUBLIC
C E UPDIKE
180 East,100 South
Salt Lake City. Utah 84111
My Commission Expires
October 22, 2011
STATE OF UTAH
GATEWAY \POLICIES CHARTERS \SEC CERT OF NAME CHANGE.DOCX
../WY
.igail L. ,50
Secretary
RECEIVED 6/21/2010 at 3:10 PM
RECEIVING 954047
BOOK: 749 PAGE: 342
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Independence Plaza
1050 17th Street, Suite 500
Denver, CO 80265
Tel 303 672 6900
Notary Public
Residing in Salt Lake County, Utah
''342
Corporations Section
P.O.Box 13697
Austin, Texas 78711 -3697
Dated: 06/08/2010
Effective: 06/08/2010
Phone: (512) 463 -5555
Prepared by: Linda Gemuenden
Office of the Secretary of State
CERTIFICATE OF FILING
OF
QEP Energy Company
25720800
[formerly: QUESTAR EXPLORATION AND PRODUCTION COMPANY]
Hope Andrade
Secretary of State
O{CA'343
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Amendment for the
above named entity has been received in this office and has been found to conform to the applicable
provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
Hope Andrade
Secretary of State
Come visit us on the Internet at http://www.sos.state.tx.us/
Fax: (512) 463 -5709 Dial: 7 -1 -1 for Relay Services
TID: 10303 Document: 311072040002
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
QUESTAR EXPLORATION AND PRODUCTION
(to be renamed QEI' Energy Company)
FILED
In the Office of the
Secretary of .state of Texas
JUN 0 82010
Corporations Section
COMPANY
'C 344
Pursuant to the provisions of the Texas Business Organizations Code (the
"TBOC and approved in the manner required by the entity's governing documents,
QUESTAR EXPLORATION AND PRODUCTION COMPANY, a Corporation
organized and existing under the laws of the State of Texas (the "Corporation hereby
declares and certifies as follows:
FIRST: The name of the Corporation is Questar Exploration and Production
Company.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the sole shareholder of the Corporation on June 14, 2010, in the manner
prescribed by the TBOC:
Article I of the Articles of Incorporation was amended to read in its entirety as
follows:
ARTICLE I
The name of the corporation is QEP Energy Company.
THIRD: The number of shares of the Corporation outstanding at the time of such
adoption was 11,998,494, and the number of shares entitled to vote was 11,998,494.
FOURTH: The designated number of outstanding shares of each class of stock
entitled to vote on the amendments as a class was 11,998,494 shares of common stock.
The Corporation has no other shares of stock outstanding.
FIFTH: The number of shares consenting to the amendment to Article I was
11,998,494, being 100 percent of the outstanding shares of the Corporation. No shares
were voted against the proposed amendment.
SIXTH: The number of votes cast for the Articles of Amendment was sufficient
for approval.
IN WILINESS: WHEREOF, and by the authority of resolution adopted by the
shareholder of-the Corporation, the Corporation has caused its duly authorized. officer to
execute this instrument. this 3 0 day of June, 2010.
QUESTAR EXPLORATION AND PRODUCTION COMPAN Y
(to be known as QEP Energy Company)
By: r
C. B. STANLEY
President and Chief Executive Officer
By:
ABIGAIL' fS NES
Corporate ccretary
GATEWAYIBYLAWSIART OF AMEND QEP NAME CIIANCE.DOCX
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