First Amended and Restated Agreement of Limited Partnership Quest Energy Partners, L.P. November 15, 2007Quest Energy Partners, L.P. • December 7th, 2007 • Crude petroleum & natural gas • Delaware
This First Amended and Restated Agreement of Limited Partnership of Quest Energy Partners, L.P., dated as of November 15, 2007, is entered into by and between Quest Energy GP, LLC, a Delaware limited liability company, as the General Partner, and Quest Resource Corporation, a Nevada corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (QUEST CHEROKEE, LLC)Security Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of July 11, 2008, by QUEST CHEROKEE, LLC, a Delaware limited liability company (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73120, for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Secured Parties, as such term is defined in the Second Lien Senior Term Loan Agreement (hereafter defined), as “Secured Party,” whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.
GUARANTY (MLP)Guaranty • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of July 11, 2008, is made by QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the “Secured Parties” as defined in the Credit Agreement (hereinafter defined).
QUEST ENERGY PARTNERS, L.P. PHANTOM UNIT AWARD AGREEMENTAward Agreement • December 11th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of December 7, 2009, is between Quest Energy GP, LLC, a Delaware limited liability company (the "Company"), and _____________ ("Recipient").
OMNIBUS AGREEMENTOmnibus Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, November 15, 2007, by and between QUEST ENERGY PARTNERS, L.P., a Delaware limited liability partnership (the “Partnership”), QUEST ENERGY GP, LLC, a Delaware limited liability company (the “General Partner”) and QUEST RESOURCE CORPORATION, a Nevada corporation (“QRC”). The Partnership, the General Partner and QRC are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUEST ENERGY GP, LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • September 28th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Quest Energy GP, LLC (the “Company”), dated as of , 2007, is adopted, executed and agreed to by Quest Resource Corporation, a Nevada corporation (“QRC”), as the sole Member of the Company.
MANAGEMENT SERVICES AGREEMENT BY AND AMONG QUEST ENERGY GP, LLC, QUEST ENERGY PARTNERS, L.P. AND QUEST ENERGY SERVICE, LLC November 15, 2007Management Services Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS MANAGEMENT SERVICES AGREEMENT is made and entered into on, and effective as of, November 15, 2007 (the “Agreement”), by and among Quest Energy GP, LLC, a Delaware limited liability company (the “General Partner”), Quest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Quest Energy Service, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager” and, collectively with the General Partner and the Partnership, the “Parties” and each, a “Party”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 23rd, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 15, 2008 (the “First Amendment Effective Date”), among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and as a Lender with KeyBank National Association, U.S. Bank National Association and Société Générale the other Lenders.
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
This LOAN TRANSFER AGREEMENT (this “Agreement”) is dated as of November 15, 2007, by and among QUEST RESOURCE CORPORATION, a Nevada corporation (“QRC”), QUEST CHEROKEE, LLC, a Delaware limited liability company (“Borrower”), Quest Oil & Gas Corporation (“QO&G”), Quest Energy Service, Inc. (“QES”), and Quest Cherokee Oilfield Service, LLC (“QCOS”; QO&G, QES and QCOS collectively the “Guarantors”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Senior Lenders (defined below) under the Senior Credit Agreement (defined below) (the “Senior Agent”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Second Lien Lenders (defined below) under the Second Lien Term Loan Agreement (defined below) (the “Second Lien Agent”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Third Lien Lenders (defined below) under the Third Lien Term Loan Agreement (defined below) (the “Third Lien Agent”), the Senior Lenders, the Second Lien Lenders, the Third Li
SEVENTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTSenior Term Loan Agreement • December 11th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SEVENTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “Seventh Amendment”) is entered into as of December 7, 2009, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company ("QCOS"), STP NEWCO, INC., an Oklahoma corporation (“STP”; STP, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “Documentation Agent”), and the undersigned Lenders comprising all the Lenders.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 7th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is entered into as of June 30, 2009 among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, and the undersigned Lenders comprising Required Lenders.
AMENDED AND RESTATED CREDIT AGREEMENT Among QUEST RESOURCE CORPORATION, as the Initial Co-Borrower, QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent...Credit Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 15, 2007, among QUEST RESOURCE CORPORATION, a Nevada corporation, (the “Initial Co-Borrower”), QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
SETTLEMENT AGREEMENTSettlement Agreement • June 16th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
Effective this 30th day of March, 2009, this Settlement Agreement (“Settlement Agreement”) is entered into by and between: Jerry D. Cash (“Cash”) and Quest Resource Corporation, Quest Energy Partners, L.P., and Quest Midstream Partners, L.P. (collectively referred to herein as the “Quest Entities”) (all parties to this Settlement Agreement are hereafter referred to as the “Parties”).
FIRST AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTSenior Term Loan Agreement • November 7th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “First Amendment”) is entered into as of October 28, 2008, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “Documentation Agent”), and the undersigned Lenders comprising all of the Lenders.
SECOND LIEN SENIOR TERM LOAN AGREEMENT Among QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent KEYBANK NATIONAL ASSOCIATION, as Syndication Agent...Assignment and Assumption • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND LIEN SENIOR TERM LOAN AGREEMENT is entered into as of July 11, 2008, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and SOCIÉTÉ GÉNÉRALE, as Documentation Agent.
SECOND AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTTerm Loan Agreement • July 7th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “Second Amendment”) is entered into as of June 30, 2009, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “Documentation Agent”), and the undersigned Lenders comprising Required Lenders.
QUEST ENERGY PARTNERS, L.P. 9,100,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Missouri
entities which are not engaged in regulated business activities other than Nevada Revised Statutes Section 78.565, as to which such counsel expresses no opinion”, (iii) define Applicable Nevada Order to mean “any judgment, order or decree known by such counsel to have been issued by any Nevada Governmental Authority under Applicable Nevada Law, presently in effect and by which Quest is bound or to which it is subject” (iv) define Nevada Governmental Authorities to mean “the governmental and regulatory authorities, bodies, instrumentalities and agencies and courts of the State of Nevada, excluding its political subdivisions and local agencies”, (v) define “Nevada Governmental Approval” to mean “any authorization, approval or consent of, notification to, or filing with, any Nevada Governmental Authority having jurisdiction over Quest required to be made or obtained by Quest pursuant to Applicable Nevada Law”, (vi) rely in respect of matters of fact upon certificates of officers and emplo
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of October 28, 2008 among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”, QCOS and MLP collectively called the “Guarantors” and individually a the “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, and the undersigned Lenders comprising Required Lenders.
AMENDMENT NO. 2 TO THE MIDSTREAM SERVICES AND GAS DEDICATION AGREEMENTServices and Gas Dedication Agreement • June 16th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
This AMENDMENT NO. 2 TO THE MIDSTREAM SERVICES AND GAS DEDICATION AGREEMENT (this “Amendment No. 2”) is made and entered into this 27th day of February, 2009, (and made effective January 1, 2009) by and between Bluestem Pipeline, LLC, a Delaware limited liability company, hereinafter referred to as “Gatherer”, and Quest Energy Partners, L.P., a Delaware limited partnership (successor in interest to Quest Resource Company), hereinafter referred to as “Shipper” and, together with Gatherer, the “Parties”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 11, 2008, and entered into by and among ROYAL BANK OF CANADA, in its capacity as administrative and collateral agent (in such capacities, with its successors and assigns, the “First Lien Agent”) for the First Lien Secured Parties (as defined below), in its capacity as administrative agent and collateral agent (in such capacities, with its successors and assigns, the “Second Lien Agent”) for the Second Lien Secured Parties (as defined below), and as collateral agent for Secured Parties (as defined below) (in such capacity, “Collateral Agent”), and QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), for itself and on behalf of each of the other Credit Parties (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT Among QUEST RESOURCE CORPORATION, as the Initial Co-Borrower, QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent...Credit Agreement • October 31st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November ___, 2007, among QUEST RESOURCE CORPORATION, a Nevada corporation, (the “Initial Co-Borrower”), QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
FULL AND FINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASEFull and Final Settlement Agreement and Mutual Release • June 16th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Texas
THIS FULL AND FINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is made as of the last date signed below, among Quest Resource Corporation; Quest Energy Partners, L.P.; Quest Midstream Partners, L.P. (collectively, “Quest”); Rockport Energy, LLC; Rockport Georgetown Partners, LLC; Rockport Georgetown, LLC; Rockport Georgetown Holdings, LP; Jerry D. Cash; Bryan T. Simmons and Steven Hochstein. (collectively, the “Parties”).
SIXTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTSenior Term Loan Agreement • November 25th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SIXTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “Sixth Amendment”) is entered into as of November 20, 2009, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company ("QCOS"), STP NEWCO, INC., an Oklahoma corporation (“STP”; STP, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “Documentation Agent”), and the undersigned Lenders comprising all the Lenders.
QUEST ENERGY PARTNERS, L.P. RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 31st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of ______________, is between Quest Energy GP, LLC, a Delaware limited liability company (the “Company”) and ______________(“Employee”).
SUPPORT AGREEMENTSupport Agreement • July 7th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS SUPPORT AGREEMENT, dated as of July 2, 2009 (this “Agreement”), is among Quest Resource Corporation, a Nevada corporation (“QRC”), Quest Midstream Partners, L.P., a Delaware limited partnership (“QMLP”), Quest Energy Partners, L.P., a Delaware limited partnership (“QELP”), and each of the unitholders of QMLP listed on Schedule I hereto (each a “QMLP Investor” and collectively the “QMLP Investors”).
QUEST ENERGY PARTNERS, L.P. PHANTOM UNIT AWARD AGREEMENTAward Agreement • December 11th, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of December 7, 2009, is between Quest Energy GP, LLC, a Delaware limited liability company (the "Company"), and _____________ ("Recipient").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
This Assignment and Assumption Agreement (this “Agreement”), dated as of November 15, 2007, is entered into by and among Quest Resource Corporation, a Nevada corporation (“QRC”), Bluestem Pipeline, LLC, a Delaware limited liability company (“Bluestem”), and Quest Energy Partners, L.P. (“Quest Energy”).
FORM OF ACKNOWLEDGEMENT AND CONSENTQuest Energy Partners, L.P. • October 29th, 2007 • Crude petroleum & natural gas
In connection with that certain Omnibus Agreement, dated as of December 22, 2006, by and among Quest Resource Corporation (“QRC”), Quest Midstream GP, LLC, Bluestem Pipeline, LLC, and Quest Midstream Partners, L.P. (the “Agreement”), Quest Energy Partners, L.P. (the “Partnership”) hereby:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUEST ENERGY GP, LLC A Delaware Limited Liability Company Dated as of November 15, 2007Limited Liability Company Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Quest Energy GP, LLC (the “Company”), dated as of November 15, 2007, is adopted, executed and agreed to by Quest Resource Corporation, a Nevada corporation (“QRC”), as the sole Member of the Company.
ACKNOWLEDGEMENT AND CONSENTAcknowledgement and Consent • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
In connection with that certain Omnibus Agreement, dated as of December 22, 2006, by and among Quest Resource Corporation (“QRC”), Quest Midstream GP, LLC, Bluestem Pipeline, LLC, and Quest Midstream Partners, L.P. (the “Agreement”), Quest Energy Partners, L.P. (the “Partnership”) hereby:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2009 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is entered into as of May 29, 2009 among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, and the undersigned Lenders comprising Required Lenders.
QUEST ENERGY PARTNERS, L.P. UNIT AWARD AGREEMENTUnit Award Agreement • March 31st, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of , is between Quest Energy GP, LLC, a Delaware limited liability company (the “Company”) and (“Recipient”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUEST ENERGY PARTNERS, L.P.Quest Energy Partners, L.P. • April 11th, 2008 • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the First Amended and Restated Agreement of Limited Partnership of Quest Energy Partners, L.P. is hereby adopted effective as of January 1, 2007, by Quest Energy GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of Quest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the First Amended and Restated Agreement of Limited Partnership, dated as of November 15, 2007 (the “Partnership Agreement”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2007, is entered into by and among Quest Resource Corporation, a Nevada corporation (“QRC”), Quest Energy Partners, L.P., a Delaware limited liability partnership (“MLP”), Quest Energy GP, LLC, a Delaware limited liability company (“GP”), Quest Cherokee, LLC, a Delaware limited liability company (the “Operating Company”), Quest Oil & Gas, LLC, a Kansas limited liability company wholly-owned by QRC (“Quest O&G”), and Quest Energy Service, LLC, a Kansas limited liability company wholly-owned by QRC (“Energy Service”). The parties to this agreement are collectively referred to herein as the “Parties.”
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
This Assignment and Assumption Agreement (this “Agreement”), dated as of , 2007, is entered into by and among Quest Resource Corporation, a Nevada corporation (“QRC”), Bluestem Pipeline, LLC, a Delaware limited liability company (“Bluestem”), and Quest Energy Partners, L.P. (“Quest Energy”).
