Execution Version
CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated December 22,
2006, but effective as of December 1, 2006, is entered into by and among QUEST
MIDSTREAM PARTNERS, L.P., a Delaware limited partnership ("MLP"), QUEST
CHEROKEE, LLC, a Delaware limited liability company ("QCLLC"), QUEST MIDSTREAM
GP, LLC, a Delaware limited liability company ("GP"), QUEST RESOURCE
CORPORATION, a Nevada corporation ("QRC"), BLUESTEM PIPELINE, LLC, a Delaware
limited liability company ("Opco"), STP CHEROKEE, LLC, an Oklahoma limited
liability company ("STP LLC"), QUEST OIL & GAS, LLC, a Kansas limited liability
company ("QO&G LLC"), QUEST ENERGY SERVICE, LLC, a Kansas limited liability
company ("QES LLC"), PONDEROSA GAS PIPELINE COMPANY, LLC, a Kansas limited
liability company ("Ponderosa LLC"), PRODUCERS SERVICE, LLC, a Kansas limited
liability company ("Producers LLC") and X-X GAS GATHERING, LLC, a Kansas limited
liability company ("X-X"). The parties to this agreement are collectively
referred to herein as the "Parties." Capitalized terms used herein shall have
the meanings assigned to such terms in Section 1.1.
RECITALS
A. QRC and GP have formed MLP, pursuant to the Delaware Revised Uniform
Limited Partnership Act (the "Delaware LP Act"), for the purpose of engaging in
any business activity that is approved by GP and that lawfully may be conducted
by a limited partnership organized pursuant to the Delaware LP Act.
B. In order to accomplish the objectives and purposes in the preceding
recital, the following actions have been taken prior to the date hereof:
1. QRC formed GP, under the terms of the Delaware Limited Liability
Company Act, and contributed $1,000 in exchange for all of the member
interests in GP.
2. QRC and GP formed MLP, under the terms of the Delaware LP Act, to
which QRC contributed $980 in exchange for a 98% limited partner
interest in MLP (the "QRC Initial MLP Interest"), and GP contributed
$20 in exchange for a 2% general partner interest in MLP.
3. STP Cherokee, Inc., an Oklahoma corporation ("STP"), converted to STP
LLC under Oklahoma law.
4. Quest Oil & Gas Corporation, a Kansas corporation ("QO&G"), merged
with and into QO&G LLC under Kansas law.
5. Quest Energy Service, Inc., a Kansas corporation ("QES"), merged with
and into QES LLC under Kansas law.
6. Ponderosa Gas Pipeline Company, Inc., a Kansas corporation
("Ponderosa"), merged with and into Ponderosa LLC under Kansas law.
7. Producers Service Incorporated, a Kansas corporation ("Producers"),
merged with and into Producers LLC under Kansas law.
C. Concurrently with the consummation of the transactions contemplated
hereby, each of the following matters shall occur:
1. QCLLC will contribute its Midstream Assets (as defined below) to Opco
as a capital contribution.
2. Opco will distribute the Water Lines (as defined below) to QCLLC.
3. QCLLC will distribute all of its member interests in Opco pro rata to
STP LLC, QO&G LLC, QES LLC, Ponderosa LLC , Producers LLC and X-X.
0. X-X will distribute all of its interest in Opco to Producers LLC.
5. Producers LLC will distribute all of its interest in Opco to Ponderosa
LLC.
6. STP LLC, QO&G LLC, QES LLC and Ponderosa LLC each will distribute all
of their respective interests in Opco to QRC.
7. Opco will assume certain debt and trade payables in accordance with
Article 4 hereto.
8. QRC will contribute to GP a 2.64% interest in Opco (the "Interest") as
an additional capital contribution.
9. GP will contribute the Interest to MLP in exchange for (1) a
continuation of its 2% general partner interest (which is equal to
200,000 General Partner Units) in the MLP and (2) the IDRs in the MLP.
10. QRC will contribute to MLP its remaining 97.36% interest in Opco in
exchange for (1) 35,134 Class A Subordinated Units in the MLP, and (2)
4,900,000 Class B Subordinated Units in the MLP.
11. Alerian Opportunity Partners IV, LP will contribute $35,000,002 to the
MLP in exchange for 1,891,892 Common Units of the MLP and $75 to the
GP in exchange for 75 units in the GP in the Offering.
12. The Xxxxxxx MLP Opportunity Fund I, LP will contribute $19,352,507 to
the MLP in exchange for 1,046,622 Common Units of the MLP and $30 to
the GP in exchange for 30 units in the GP in the Offering.
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13. Swank MLP Convergence Fund, LP will contribute $10,637,500 to the MLP
in exchange for 575,000 Common Units of MLP and $30 to the GP in
exchange for 30 units in the GP in the Offering.
14. The Xxxxxxx XX Strategies Fund, LP will contribute $10 to the GP in
exchange for 10 units in the GP in the Offering.
15. Swank Investment Partners, LP will contribute $5 to the GP in exchange
for 5 units in the GP in the Offering.
16. Tortoise Capital Resources Corporation will contribute $17,500,001 to
the MLP in exchange for 945,946 Common Units of MLP in the Offering.
17. Xxxxxxxx Opportunity Partners, LP will contribute $3,999,996 to the
MLP in exchange for 216,216 Common Units of MLP in the Offering.
18. HCM Energy Holdings, LLC will contribute $3,500,015 to the MLP in
exchange for 189,190 Common Units of MLP in the Offering.
19. The proceeds from the Offering will be used to (i) repay the Opco
Revolver Debt, (ii) repay the Assumed Liabilities, (iii) pay
transaction expenses related to the transactions contemplated by this
Agreement and the Offering; and (iv) make a distribution to QRC as
reimbursement of capital expenditures incurred in connection with the
construction of Opco's natural gas gathering pipeline network.
20. The agreements of limited partnership and the limited liability
company agreements of the aforementioned entities will be amended and
restated to the extent necessary to reflect the applicable matters set
forth above and as contained in this Agreement.
NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the Parties undertake and agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 The following capitalized terms shall have the meanings given
below.
(a) "Acquisition" means consummation of the transactions contemplated by
the terms of this Agreement.
(b) "Agreement" means this Contribution, Conveyance and Assumption
Agreement.
(c) "Approved Working Capital Facility" has the same meaning assigned to
such term in the Partnership Agreement.
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(d) "Assumed Liabilities" means those certain trade payables of QCLLC
listed on Exhibit A attached hereto, which were incurred in connection
with the construction or operations of Opco's natural gas gathering
pipeline network.
(e) "Class A Subordinated Unit" has the same meaning assigned to such term
in the Partnership Agreement.
(f) "Class B Subordinated Unit" has the same meaning assigned to such term
in the Partnership Agreement.
(g) "Common Unit" has the meaning assigned to such term in the Partnership
Agreement.
(h) "Effective Time" means 12:01 a.m. central time on December 1, 2006.
(i) "GP" has the meaning assigned to such term in the opening paragraph of
this Agreement.
(j) "General Partner Units" has the meaning assigned to such term in the
Partnership Agreement.
(k) "IDRs" means "Incentive Distribution Rights" as such term is defined
in the Partnership Agreement.
(l) "Midstream Assets" means all of the meters and flow lines owned by
QCLLC as of the date hereof.
(m) "MLP" has the meaning assigned to such term in the opening paragraph
of this Agreement.
(n) "Offering" means the private offering by the MLP of Common Units to
the Private Placement Buyers.
(o) "Omnibus Agreement" means that certain Omnibus Agreement of even date
herewith, among QRC, GP, Opco and MLP.
(p) "Qpco Assumed Liabilities" means any and all liabilities and
obligations arising out of or related to the construction, ownership
or operation of the Midstream Assets, to the extent arising or
accruing on and after the Effective Time, whether known or unknown,
accrued or contingent, and whether or not reflected on the books and
records of QCLLC.
(q) "Opco Revolver Debt" means $40 million of outstanding indebtedness
under that certain Amended and Restated Senior Credit Agreement dated
as of February 7, 2006, as amended on the date hereof, by and among
QRC, QCLLC, Opco, the financial institutions from time to time parties
thereto and Guggenheim Corporate Funding, LLC, as administrative
agent.
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(r) "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Quest Midstream Partners, L.P. dated as of the
date hereof.
(s) "Partnership Group" has the same meaning assigned to such term in the
Partnership Agreement.
(t) "Private Placement Buyers" means Alerian Opportunity Partners IV,
L.P., Swank MLP Convergence Fund, LP, The Xxxxxxx MLP Opportunity Fund
I, LP, The Xxxxxxx XX Strategies Fund, LP, Swank Investment
Partnership, LP, Tortoise Capital Resources Corporation, Xxxxxxxx
Opportunity Partners, LP and HCM Energy Holdings, LLC.
(u) "QCLLC Assumed Liabilities" means any and all liabilities and
obligations arising out of or related to the construction, ownership
or operation of the Water Lines, to the extent arising or accruing on
and after the Effective Time, whether known or unknown, accrued or
contingent, and whether or not reflected on the books and records of
Opco.
(v) "Water Lines" means all of the salt water disposal lines owned by Opco
as of the date hereof.
ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Conversion of STP to STP LLC. The Parties acknowledge that STP
has adopted articles of conversion in the form attached hereto as Exhibit B and
pursuant thereto has converted to STP LLC, an Oklahoma limited liability
company, having QRC as its sole member.
Section 2.2 Merger of QO&G with and into QO&G LLC. The Parties acknowledge
that QO&G merged with and into QO&G LLC pursuant to a certificate of merger in
the form attached hereto as Exhibit C and pursuant thereto the surviving entity
will be QO&G LLC, a Kansas limited liability company, having QRC as its sole
member.
Section 2.3 Merger of QES with and into QES LLC. The Parties acknowledge
that QES merged with and into QES LLC pursuant to a certificate of merger in the
form attached hereto as Exhibit D and pursuant thereto the surviving entity will
be QES LLC, a Kansas limited liability company, having QRC as its sole member.
Section 2.4 Merger of Ponderosa with and into Ponderosa LLC. The Parties
acknowledge that Ponderosa merged with and into Ponderosa LLC pursuant to a
certificate of merger in the form attached hereto as Exhibit E and pursuant
thereto the surviving entity will be Ponderosa LLC, a Kansas limited liability
company, having QRC as its sole member.
Section 2.5 Merger of Producers with and into Producers LLC. The Parties
acknowledge that Producers merged with and into Producers LLC pursuant to a
certificate of merger in the form attached hereto as Exhibit F and pursuant
thereto the surviving entity will be Producers LLC, a Kansas limited liability
company, having Ponderosa LLC as its sole member.
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Section 2.6 Contribution of Midstream Assets from QCLLC to Opco. QCLLC
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to Opco, its successors and assigns, for its and their use forever, all
right, title and interest in and to all of the Midstream Assets, and Opco hereby
accepts such Midstream Assets.
Section 2.7 Distribution of Water Lines from Opco to QCLLC. Opco hereby
distributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to QCLLC, its successors and assigns, for its and their use forever,
all right, title and interest in and to all of the Water Lines, and QCLLC hereby
accepts such Water Lines.
Section 2.8 Distribution of Opco Interests by QCLLC to STP LLC, QO&G LLC,
QES LLC, Ponderosa LLC, Producers LLC and X-X. QCLLC hereby distributes, grants,
bargains, conveys, assigns, transfers, sets over and delivers, on a pro rata
basis, to each of STP LLC, QO&G LLC, QES LLC, Ponderosa LLC, Producers LLC and
X-X, its successors and assigns, for its and their use forever, all right, title
and interest in and to all of its member interests in Opco, and each of STP LLC,
QO&G LLC, QES LLC, Ponderosa LLC, Producers LLC and X-X hereby accepts such Opco
member interests in the amount of 3,726; 4,790; 196; 335; 71 and 882 units,
respectively, representing 100% of the member interests in Opco.
Section 2.9 Distribution of Opco Interest by X-X to Producers LLC. X-X
hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to Producers LLC, its successors and assigns, for its and their use
forever, all right, title and interest in and to its 882 units in Opco, and
Producers LLC hereby accepts such 882 units in Opco.
Section 2.10 Distribution of Opco Interest by Producers LLC to Ponderosa
LLC. Producers LLC hereby distributes, grants, bargains, conveys, assigns,
transfers, sets over and delivers to Ponderosa LLC, its successors and assigns,
for its and their use forever, all right, title and interest in and to its 953
units in Opco, including the units received from X-X, and Ponderosa LLC hereby
accepts such 953 units in Opco.
Section 2.11 Distribution of Opco Interests by STP LLC, QO&G LLC, QES LLC
and Ponderosa LLC to QRC. Each of STP LLC, QO&G LLC, QES LLC and Ponderosa LLC
hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to QRC, its successors and assigns, for its and their use forever, all
right, title and interest in and to its 3,726; 4,790; 196; and 1,288 units,
respectively, in Opco, and QRC hereby accepts such 3,726; 4,790; 196; and 1,288
units, respectively, which in the aggregate represent 100% of the Opco member
interests.
Section 2.12 Acknowledgment of Opco Debt. Opco is a co-obligor of the Opco
Revolver Debt, which debt will be retired pursuant to Section 3.1.
Section 2.13 Contribution by QRC of Opco Interest to GP. QRC hereby
contributes grants, bargains, conveys, assigns, transfers, sets over and
delivers to GP, its successors and assigns, for its and their use forever,
all right, title and interest in and to the Interest, and GP hereby accepts
the Interest.
Section 2.14 Contribution of Opco Interest by GP to MLP. GP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to
MLP, its successors and assigns, for its and their own use forever, all right,
title and interest in and to the Interest, as a
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capital contribution, in exchange for (a) 200,000 General Partner Units in MLP
and (b) the issuance of the IDRs, and MLP hereby accepts the Interest as a
contribution to the capital of MLP.
Section 2.15 Contribution by QRC of Remaining Opco Interest to MLP. QRC
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to MLP, its successors and assigns, for its and their use forever, all
right, title and interest in and to its member interests in Opco, as a capital
contribution, in exchange for (a) 35,134 Class A Subordinated Units representing
an approximate 0.35% interest in MLP, (b) 4,900,000 Class B Subordinated Units
representing an approximate 49% interest in MLP, and (c) the right to receive
$38,807,877 to reimburse QRC for certain capital expenditures associated with
the construction of Opco's pipeline (the "Capital Expenditure Reimbursement"),
and MLP hereby accepts such Opco member interests as a contribution to the
capital of MLP.
Section 2.16 Private Placement Cash Contribution. The Parties acknowledge a
capital contribution by the Private Placement Buyers (as defined above) to MLP
of approximately $90 million in cash in exchange for 4,864,865 Common Units,
representing an approximate 48.6% interest in MLP.
Section 2.17 Payment of Transaction Costs. The Parties acknowledge payment
by MLP, in connection with the Acquisition and the Offering, of transaction
expenses in the amount of approximately $6.0 million.
ARTICLE 3
ADDITIONAL TRANSACTIONS
Section 3.1 Repayment of Opco Revolver Debt. The Parties acknowledge the
payment by MLP on the date hereof of $40 million in satisfaction of Opco's
obligations under the Opco Revolver Debt.
Section 3.2 Distributions in Reimbursement of Capitalized Expenditures. The
Parties acknowledge the distribution of $23,807,877 to QRC on the date of this
Agreement in partial satisfaction of the Capital Expenditure Reimbursement. Upon
the closing of an Approved Working Capital Facility (as defined above), MLP
shall distribute, grant, bargain, convey, assign, transfer, set over and deliver
to QRC an amount in cash equal to $15.0 million as the remaining portion of the
Capital Expenditure Reimbursement, plus or minus the amount by which the
transaction expenses described in Section 2.17 are less than or exceed, as the
case may be, $6.0 million.
Section 3.3 Redemption of QRC Initial MLP Interest. MLP Hereby agrees to
redeem from QRC and agrees to retire the QRC Initial MLP Interest in exchange
for a payment in cash to QRC of $980.
Section 3.4 November and December 2006 Revenue Distributions. The payments
for natural gas volumes sold by Opco during November 2006 and December 2006 will
be made by the purchasers in December 2006 (subsequent to the date of this
Agreement) and in January 2007, respectively. The Parties agree that upon
receipt, Opco shall promptly remit such funds to QES LLC for distribution to
third-party producers and royalty owners, with the remainder of
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such funds being distributed to QCLLC. QRC shall pay Opco the gathering and
compression fees due under that certain Midstream Services and Gas Dedication
Agreement dated the date hereof between Opco and QRC, in accordance with the
terms of such agreement, for the volumes gathered during December 2006.
ARTICLE 4
ASSUMPTION OF CERTAIN LIABILITIES
Section 4.1 Assumption of Assumed Liabilities by Opco. In connection with
the distribution by QCLLC of all of the member interests in Opco, Opco hereby
assumes and agrees to duly and timely pay, perform and discharge the Assumed
Liabilities, to the full extent that QCLLC has been heretofore or would have
been in the future, were it not for the execution and delivery of this
Agreement, obligated to pay, perform and discharge the Assumed Liabilities;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the Assumed Liabilities shall not increase the obligation
of Opco with respect to the Assumed Liabilities beyond that of QCLLC with
respect to the Assumed Liabilities, waive any valid defense that was available
to QCLLC with respect to the Assumed Liabilities or enlarge any rights or
remedies of any third party under any of the Assumed Liabilities. This
assumption shall inure to the benefit of QCLLC, its members, officers, managers,
employees and agents.
Section 4.2 Assumption of QCLLC Assumed Liabilities by QCLLC. In connection
with the distribution by Opco to QCLLC of the Water Lines, QCLLC hereby assumes
and agrees to duly and timely pay, perform and discharge the QCLLC Assumed
Liabilities, to the full extent that Opco has been heretofore or would have been
in the future, were it not for the execution and delivery of this Agreement,
obligated to pay, perform and discharge the QCLLC Assumed Liabilities; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the QCLLC Assumed Liabilities shall not increase the obligation of
QCLLC with respect to the QCLLC Assumed Liabilities beyond that of Opco with
respect to the QCLLC Assumed Liabilities, waive any valid defense that was
available to Opco with respect to the QCLLC Assumed Liabilities or enlarge any
rights or remedies of any third party under any of the QCLLC Assumed
Liabilities. This assumption shall inure to the benefit of Opco, its members,
officers, managers, employees and agents.
Section 4.3 Assumption of Opco Assumed Liabilities by Opco. In connection
with the contribution by QCLLC to Opco of the Midstream Assets, Opco hereby
assumes and agrees to duly and timely pay, perform and discharge the Opco
Assumed Liabilities, to the full extent that QCLLC has been heretofore or would
have been in the future, were it not for the execution and delivery of this
Agreement, obligated to pay, perform and discharge the Opco Assumed Liabilities;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the Opco Assumed Liabilities shall not increase the
obligation of Opco with respect to the Opco Assumed Liabilities beyond that of
QCLLC with respect to the Opco Assumed Liabilities, waive any valid defense that
was available to QCLLC with respect to the Opco Assumed Liabilities or enlarge
any rights or remedies of any third party under any of the Assumed Liabilities.
This assumption shall inure to the benefit of QCLLC, its members, officers,
managers, employees and agents.
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ARTICLE 5
TITLE MATTERS
Section 5.1 Encumbrances.
(a) Except to the extent provided in any other document executed in
connection with this Agreement or the Offering including, without
limitation, the Omnibus Agreement, the contribution and conveyance (by
operation of law or otherwise) of the member interests in Opco and various
physical assets owned as reflected in this Agreement (collectively, the
"Assets") are made expressly subject to all recorded and unrecorded liens
(other than consensual liens), encumbrances, agreements, defects,
restrictions, adverse claims and all laws, rules, regulations, ordinances,
judgments and orders of governmental authorities or tribunals having or
asserting jurisdictions over the Assets and operations conducted thereon or
in connection therewith, in each case to the extent the same are valid and
enforceable and affect the Assets, including all matters that a current
survey or visual inspection of the Assets would reflect.
(b) To the extent that certain jurisdictions in which the Assets are
located may require that documents be recorded in order to evidence the
transfers of title reflected in this Agreement, then the provisions set
forth in Section 5.1(a) immediately above shall also be applicable to the
conveyances under such documents.
Section 5.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales
Laws.
(a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING,
WITHOUT LIMITATION THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE
THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY
SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR
PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR
ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR
LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE INCOME
TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR ANY
AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE
COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING
WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT
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PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS
AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE
OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND EACH IS RELYING SOLELY ON
ITS OWN INVESTIGATION OF THE RESPECTIVE ASSETS AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY ANY OF THE PARTIES. EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS
AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY
VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT
TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT TO
THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS
PROVIDED FOR HEREIN IS MADE IN AN "AS IS", "WHERE IS" CONDITION WITH ALL
FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF THE
MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH
CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE
PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE
CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF
ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR
HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR
ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT
OR THE OFFERING, INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT.
(b) The contributions of the Assets made under this Agreement are made
with full rights of substitution and subrogation of the respective parties
receiving such contributions, and all persons claiming by, through and
under such parties, to the extent assignable, in and to all covenants and
warranties by the predecessors-in-title of the parties contributing the
Assets, and with full subrogation of all rights accruing under applicable
statutes of limitation and all rights of action of warranty against all
former owners of the Assets.
(c) Each of the Parties agrees that the disclaimers contained in this
Section 5.2 are "conspicuous" disclaimers. Any covenants implied by statute
or law by the use of the words "grant," "convey," "bargain," "sell,"
"assign," "transfer," "deliver," or "set over" or any of them or any other
words used in this Agreement or any exhibits hereto are hereby expressly
disclaimed, waived or negated.
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(d) Each of the Parties hereby waives compliance with any applicable
bulk sales law or any similar law in any applicable jurisdiction in respect
of the transactions contemplated by this Agreement.
ARTICLE 6
FURTHER ASSURANCES
Section 6.1 Further Assurances. From time to time after the Effective Time,
and without any further consideration, the Parties agree to execute, acknowledge
and deliver all such additional deeds, assignments, bills of sale, conveyances,
instruments, notices, releases, acquittances and other documents, and will do
all such other acts and things, all in accordance with applicable law, as may be
necessary or appropriate (a) more fully to assure that the applicable Parties
own all of the properties, rights, titles, interests, estates, remedies, powers
and privileges granted by this Agreement, or which are intended to be so
granted, or (b) more fully and effectively to vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the
interests contributed and assigned by this Agreement or intended so to be and to
more fully and effectively carry out the purposes and intent of this Agreement.
Section 6.2 Other Assurances. From time to time after the Effective Time,
and without any further consideration, each of the Parties shall execute,
acknowledge and deliver all such additional instruments, notices and other
documents, and will do all such other acts and things, all in accordance with
applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement. Without limiting the
generality of the foregoing, the Parties acknowledge that the parties have used
their good faith efforts to attempt to identify all of the assets being
contributed to the MLP or its subsidiaries as required in connection with the
Offering. However, due to the age of some of those assets and the difficulties
in locating appropriate data with respect to some of the assets it is possible
that assets intended to be contributed to the MLP or its subsidiaries were not
identified and therefore are not included in the assets contributed to the MLP
or its subsidiaries. It is the express intent of the Parties that the MLP or its
subsidiaries own all assets necessary to operate the assets that are identified
in this Agreement. To the extent any assets were not identified but are
necessary to the operation of assets that were identified, then the intent of
the Parties is that all such unidentified assets are intended to be conveyed to
the appropriate members of the Partnership Group. To the extent such assets are
identified at a later date, the Parties shall take the appropriate actions
required in order to convey all such assets to the appropriate members of the
Partnership Group. Likewise, to the extent that assets are identified at a later
date that were not intended by the parties to be conveyed as reflected in this
Agreement, the Parties shall take the appropriate actions required in order to
convey all such assets to the appropriate party.
ARTICLE 7
EFFECTIVE TIME
Notwithstanding anything contained in this Agreement to the contrary, the
provisions of Article 2 and Article 4 of this Agreement shall be operative and
effective as of the Effective Time.
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ARTICLE 8
MISCELLANEOUS
Section 8.1 Order of Completion of Transactions. Except for the
transactions provided for in Sections 2.1 through 2.5, which have been completed
prior to the date hereof, the transactions provided for in Article 2 of this
Agreement shall be completed on the date hereof in the order set forth therein;
and second, following the completion of the transactions as provided in Article
2, the transactions, if they occur, provided for in Article 3 shall be
completed.
Section 8.2 Costs. MLP shall pay all expenses, fees and costs, including
but not limited to, all sales, use and similar taxes arising out of the
contributions, conveyances and deliveries to be made hereunder and shall pay all
documentary, filing, recording, transfer, deed, and conveyance taxes and fees
required in connection therewith. In addition, MLP shall be responsible for all
costs, liabilities and expenses (including court costs and reasonable attorneys'
fees) incurred in connection with the implementation of any conveyance or
delivery pursuant to Section 6.1 or Section 6.2.
Section 8.3 Headings; References; Interpretation. All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any of the provisions hereof.
The words "hereof," "herein" and "hereunder" and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, including,
without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles,
Sections, Schedules and Exhibits shall, unless the context requires a different
construction, be deemed to be references to the Articles and Sections of this
Agreement and the Schedules and Exhibits attached hereto, and all such Schedules
and Exhibits attached hereto are hereby incorporated herein and made a part
hereof for all purposes. All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use
herein of the word "including" following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as "without limitation",
"but not limited to", or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.
Section 8.4 Successors and Assigns. The Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns.
Section 8.5 Third Party Rights. The provisions of this Agreement are
intended to bind the Parties as to each other and are not intended to and do not
create rights in any other person or confer upon any other person any benefits,
rights or remedies and no other person is or is intended to be a third party
beneficiary of any of the provisions of this Agreement, provided that each of
the Parties hereto specifically intends that each of the Private Placement
Buyers shall be entitled to assert rights and remedies hereunder on behalf of
the Partnership.
12
Section 8.6 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
Section 8.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof.
Section 8.8 Severability. If any of the provisions of this Agreement are
held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity shall not invalidate the entire
Agreement. Instead, this Agreement shall be construed as if it did not contain
the particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the Parties as expressed in this Agreement at the time of
execution of this Agreement.
Section 8.9 Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the Parties.
Each such instrument shall be reduced to writing and shall be designated on its
face as an Amendment to this Agreement.
Section 8.10 Integration. This Agreement and the instruments referenced
herein supersede all previous understandings or agreements among the Parties,
whether oral or written, with respect to their subject matter. This document and
such instruments contain the entire understanding of the Parties with respect to
the subject matter hereof and thereof. No understanding, representation, promise
or agreement, whether oral or written, is intended to be or shall be included in
or form part of this Agreement unless it is contained in a written amendment
hereto executed by the parties hereto after the date of this Agreement.
Section 8.11 Deed; Xxxx of Sale; Assignment. To the extent required and
permitted by applicable law, this Agreement shall also constitute a "deed,"
"xxxx of sale" or "assignment" of the assets and interests referenced herein.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
13
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
QUEST MIDSTREAM PARTNERS, L.P.
By: Quest Midstream GP, LLC, its general
partner
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
QUEST MIDSTREAM GP, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
QUEST CHEROKEE, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Manager
QUEST RESOURCE CORPORATION
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
14
BLUESTEM PIPELINE, LLC
By: Quest Cherokee, LLC, its sole member
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Manager
STP CHEROKEE, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer and President
QUEST OIL & GAS, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer and President
QUEST ENERGY SERVICE, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer and President
PONDEROSA GAS PIPELINE COMPANY, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer and President
15
PRODUCERS SERVICE, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer and President
X-X GAS GATHERING, LLC
/s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Manager
16
EXHIBIT A
QCLLC Trade Payables
--------------------
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:001
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
ADV001 ADVANCE DETECTION SECURITY SYS ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 19.50 19.50
TOTAL VENDOR 19.50 19.50
ALD900 XXXXX X. XXXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 800.00 800.00
TOTAL VENDOR 800.00 800.00
AME004 XXXX XXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 150.00 150.00
TOTAL VENDOR 150.00 150.00
XXX000 XXXXXX XXXXX XXX. XX. XXXX: [ ] [918-836-4626 EXT:0000]
DUE VENDOR 2,212.15 2,212.15
TOTAL VENDOR 2,212.15 2,212.15
AOK001 AOK CONSTRUCTION ACCT: [ ] [ - - EXT:0000]
DUE VENDOR .00
TOTAL VENDOR 928,285.83 928,285.83
ATT001 AT&T ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 9.96 9.96
TOTAL VENDOR 9.96 9.96
BAS101 BASIN ENVIRONMENTAL & SAFETY ACCT: [ ] [405-232-5737 EXT:0000]
DUE VENDOR 503.75 503.75
TOTAL VENDOR 503.75 503.75
BAU100 XXX XXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,470.00 1,470.00
TOTAL VENDOR 1,470.00 1,470.00
BCS001 B-C STEEL LLC ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 4,957.00- 4,957.00-
TOTAL VENDOR 4,957.00- 4,957.00-
BEA001 XXXXXXXX BROTHERS, INC. ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 4,800.00 4,800.00
TOTAL VENDOR 4,800.00 4,800.00
BOL900 XXXXX XXXXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 2,730.00 2,730.00
TOTAL VENDOR 2,730.00 2,730.00
BRA906 X.X. XXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,350.00 1,350.00
TOTAL VENDOR 1,350.00 1,350.00
CAN001 CANEY VALLEY ELECTRIC COOP. AS ACCT: [ ] [620-758-2262 EXT:0000]
DUE VENDOR 666.34 668.87 2.53-
TOTAL VENDOR 666.34 668.87 2.53-
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:002
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
CAN001 CANEY VALLEY ELECTRIC COOP. AS ACCT: [ ] [620-758-2262 EXT:0000]
CAR920 XXXXX X. & XXXXX XXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 2,730.00 2,730.00
TOTAL VENDOR 2,730.00 2,730.00
CHA001 XXXXXXXX OIL, LLC ACCT: [ ] [620-431-4720 EXT:0000]
DUE VENDOR 67,471.18 67,471.18
TOTAL VENDOR 67,471.18 67,471.18
COE001 XXX PRODUCTION COMPANY, LLC ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,054.00 1,054.00
TOTAL VENDOR 1,054.00 1,054.00
COM001 COMPRESSCO FIELD SERVICES, INC ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 5,900.66 5,900.66
TOTAL VENDOR 5,900.66 5,900.66
CON001 CONSOLIDATED RURAL WATER DIST ACCT: [ ] [620-673-5791 EXT:0000]
DUE VENDOR 5.37- 5.37-
TOTAL VENDOR 5.37- 5.37-
COR001 CORNERSTONE REGIONAL SURVEYING ACCT: [ ] [620-331-6767 EXT:0000]
DUE VENDOR 35,721.65 35,721.65
TOTAL VENDOR 35,721.65 35,721.65
CRO002 CROSSTEX/WRA GAS SERVICES, INC ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 358,248.58 358,248.58
TOTAL VENDOR 358,248.58 358,248.58
CTC001 CT CORPORATION ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 211.00 211.00
TOTAL VENDOR 211.00 211.00
DAN100 DANLIN INDUSTRIES CORPORATION ACCT: [ ] [580-661-3248 EXT:0000]
DUE VENDOR 511.57 511.57
TOTAL VENDOR 511.57 511.57
XXX000 X.X. XXXXXX XXXXXXXXXXXX XX. XXXX: [ ] [325-884-2576 EXT:0000]
DUE VENDOR 25,367.25 25,367.25
TOTAL VENDOR 25,367.25 25,367.25
EAG001 EAGLE SKY PATROL, INC. ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 809.10 809.10
TOTAL VENDOR 809.10 809.10
ECO001 ECONOMY MANUFACTURING ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 1,628.02 1,628.02
TOTAL VENDOR 1,628.02 1,628.02
ELY001 eLYNX TECHNOLOGIES, LLC ACCT: [ ] [918-496-8500 EXT:0000]
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:003
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
ELY001 eLYNX TECHNOLOGIES, LLC ACCT: [ ] [918-496-8500 EXT:0000]
DUE VENDOR 4,356.52 4,356.52
TOTAL VENDOR 4,356.52 4,356.52
EMB100 EMBARQ ACCT: [620-658-4643-004 ] [800-786-6272 EXT:0000]
DUE VENDOR 41.92 41.92
TOTAL VENDOR 41.92 41.92
FAI100 XXXXXXXX EQUIPMENT, INC. ACCT: [ ] [800-666-5764 EXT:0000]
DUE VENDOR 1,063.00- 1,063.00-
TOTAL VENDOR 1,063.00- 1,063.00-
FAS001 FASTENAL INDUSTRIAL & CONSTRUC ACCT: [KSCHA0157 ] [620-431-3423 EXT:0000]
DUE VENDOR 262.30 262.30
TOTAL VENDOR 262.30 262.30
FRA100 XXXXX BILL'S TRUCKING ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 1,001.78 1,001.78
TOTAL VENDOR 1,001.78 1,001.78
GER002 XXXXXXX IRON & METAL, INC. ACCT: [ ] [620-431-7331 EXT:0000]
DUE VENDOR 188.85 188.85
TOTAL VENDOR 188.85 188.85
GLO001 GLOBAL GAS ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 7,740.32 7,740.32
TOTAL VENDOR 7,740.32 7,740.32
GOO101 GOOD TIME TRUCKING ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 105.00 105.00
TOTAL VENDOR 105.00 105.00
HAN001 HANOVER COMPRESSION LIMITED PA ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 462,004.77 462,004.77
TOTAL VENDOR 462,972.16 462,972.16
HAR004 XXXXX XXXXX & SONS, INC. ACCT: [ ] [620-431-0700 EXT:0000]
DUE VENDOR 7,707.90 7,707.90
TOTAL VENDOR 9,458.72 9,458.72
HEA100 HEAT CAN OIL, LLC ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 171,627.95 171,627.95
TOTAL VENDOR 178,775.70 178,775.70
HOO001 XXXXX XXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 5,439.55 5,439.55
TOTAL VENDOR 5,439.55 5,439.55
IND001 INDUSTRIAL OILS UNLIMITED, INC ACCT: [ ] [918-583-1155 EXT:0000]
DUE VENDOR 42,801.14 42,801.14
TOTAL VENDOR 49,403.55 49,403.55
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:004
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
IND001 INDUSTRIAL OILS UNLIMITED, INC ACCT: [ ] [918-583-1155 EXT:0000]
JAK002 XXXX XXXXX CONSTRUCTION, INC. ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 10,615.00 10,615.00
TOTAL VENDOR 10,615.00 10,615.00
JWM001 X-X MEASUREMENT COMPANY ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 2,419.85 2,419.85
TOTAL VENDOR 2,419.85 2,419.85
JWP001 X-X POWER COMPANY-DALLAS ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 2,419.85 2,419.85
TOTAL VENDOR 2,419.85 2,419.85
KAN001 KANSAS PROPANE ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 782.25 782.25
TOTAL VENDOR 782.25 782.25
KAN006 KANSAS DEPARTMENT OF REVENUE ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 201,596.79 201,596.79
TOTAL VENDOR 201,596.79 201,596.79
KAS001 KANSAS ONE-CALL SYSTEM, INC. ACCT: [ ] [410-712-0082 EXT:0000]
DUE VENDOR 610.96 610.96
TOTAL VENDOR 610.96 610.96
XXX000 XXX & XXXXX XXXXXX XXXX: [ ] [ - - EXT:0000]
DUE VENDOR 800.00 800.00
TOTAL VENDOR 800.00 800.00
KIM001 KIMRAY INC. ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 1,997.95 1,997.95
TOTAL VENDOR 1,997.95 1,997.95
XXX000 XXXXX & XXXXX XXXX, XXXXXXXX XXXX: [ ] [ - - EXT:0000]
DUE VENDOR 612.80 612.80
TOTAL VENDOR 612.80 612.80
LAM001 XXXXXX & SESSIONS ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 256,801.12 256,801.12
TOTAL VENDOR 256,801.12 256,801.12
LAW901 XXXXX X. AND XXXXX X. XXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 400.00 400.00
TOTAL VENDOR 400.00 400.00
LCC001 LC COMPANY ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 8,638.00 8,638.00
TOTAL VENDOR 8,638.00 8,638.00
MID001 MIDWEST MINERALS, INC. ACCT: [00044970 ] [ - - EXT:0000]
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:005
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
MID001 MIDWEST MINERALS, INC. ACCT: [00044970 ] [ - - EXT:0000]
DUE VENDOR 2,579.09 2,579.09
TOTAL VENDOR 2,579.09 2,579.09
MID010 MIDWEST FENCE ACCT: [ ] [918-914-3132 EXT:0000]
DUE VENDOR 10,930.00 10,930.00
TOTAL VENDOR 10,930.00 10,930.00
XXX000 XXXXXXX, XXXX, XXXXXXXX & XX., XXXX: [50866 ] [405-842-4420 EXT:0000]
DUE VENDOR 2,501.25 2,501.25
TOTAL VENDOR 2,501.25 2,501.25
NAT001 NATIONAL OILWELL, L.P. ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 393,988.92 393,988.92
TOTAL VENDOR 431,536.44 431,536.44
NAT002 NATIONAL PETROCHEM ACCT: [ ] [ - - EXT:0000 ]
DUE VENDOR 492.25 492.25
TOTAL VENDOR 492.25 492.25
NEL001 XXXXXX QUARRIES, INC. ACCT: [ ] [620-365-5300 EXT:0000]
DUE VENDOR 521.01 521.01
TOTAL VENDOR 521.01 521.01
NOV901 XXXXXX X. & XXXXX X. XXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,200.00 1,200.00
TOTAL VENDOR 1,200.00 1,200.00
NUN901 XXXXX & XXXXXXX XXXXXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 2,400.00 2,400.00
TOTAL VENDOR 2,400.00 2,400.00
OIL001 OIL PATCH PUMP & SUPPLY ACCT: [ ] [620-431-1890 EXT:0000]
DUE VENDOR 168.44 168.44
TOTAL VENDOR 168.44 168.44
ORE001 X'XXXXXX AUTO PARTS ACCT: [ ] [620-331-1018 EXT:0000]
DUE VENDOR 17.81 17.81
TOTAL VENDOR 17.81 17.81
PER003 PERMIAN LAND COMPANY ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 2,462.33 2,462.33
TOTAL VENDOR 2,462.33 2,462.33
POL100 POLLARDWATER ACCT: [ ] [516-746-0842 EXT:0000]
DUE VENDOR 1,814.00- 1,814.00-
TOTAL VENDOR 1,814.00- 1,814.00-
POR900 XXXXX XXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 3,750.00 3,750.00
TOTAL VENDOR 3,750.00 3,750.00
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:006
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
POR900 XXXXX XXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
RAD001 RADIANT ELECTRIC COOPERATIVE, ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 700.42 700.42
TOTAL VENDOR 700.42 700.42
RAN001 RAINMAKER SALES, INC. ACCT: [ ] [405-964-7575 EXT:0000]
DUE VENDOR 767,652.07 767,652.07
TOTAL VENDOR 767,652.07 767,652.07
RED003 REDDY PIPE & SUPPLY, INC. ACCT: [ ] [918-234-3651 EXT:0000]
DUE VENDOR 24,389.20 24,389.20
TOTAL VENDOR 24,389.20 24,389.20
REF001 REFINERY SUPPLY COMPANY, INC. ACCT: [ ] [918-621-1700 EXT:0000]
DUE VENDOR 615.85 615.85
TOTAL VENDOR 615.85 615.85
REI900 XXXXXXX XXXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 1,200.00 1,200.00
TOTAL VENDOR 1,200.00 1,200.00
RIC001 RICK'S TANK SERVICE ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 3,296.00 3,296.00
TOTAL VENDOR 3,653.50 3,653.50
ROB100 XXXXX XXXXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 1,084.00 1,084.00
TOTAL VENDOR 1,084.00 1,084.00
SAY901 XXXXX AND XXXX XXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,027.50 1,027.50
TOTAL VENDOR 1,027.50 1,027.50
SIL001 SILVER CREEK LIQUID FEED ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 489.60 489.60
TOTAL VENDOR 489.60 489.60
SMY001 XXXXX ANALYTICAL SERVICES ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 10,094.95 10,094.95
TOTAL VENDOR 10,094.95 10,094.95
SOU001 SOUTHERN FLOW COMPANIES ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR .00
TOTAL VENDOR 228.68- 228.68-
SOU002 SOUTHERN STAR CENTRAL GAS PIPE ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 569.44 569.44
TOTAL VENDOR 569.44 569.44
SPR002 SPRINT ACCT: [ ] [000-000-0000 EXT:0000] INACTIVE
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:007
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
SPR002 SPRINT ACCT: [ ] [000-000-0000 EXT:0000] INACTIVE
DUE VENDOR .00
TOTAL VENDOR 192.80- 192.80-
STI001 STINSON, MORRISON, XXXXXX, L.L ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR .00
TOTAL VENDOR 2,611.35 2,611.35
TBS001 TBS CONSTRUCTION, INC. ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 439,502.50 439,502.50
TOTAL VENDOR 439,502.50 439,502.50
THO003 XXXXXXXX LUMBER ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 118.26 118.26
TOTAL VENDOR 118.26 118.26
THO101 XXXXXXXX GRAPHICS ACCT: [ ] [620-879-2345 EXT:0000]
DUE VENDOR 3,153.74 3,153.74
TOTAL VENDOR 3,153.74 3,153.74
THO900 XXXXXX X. XXXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,800.00 1,800.00
TOTAL VENDOR 1,800.00 1,800.00
TOO001 TOOL SUPPLY INC. ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 512.04 512.04
TOTAL VENDOR 512.04 512.04
TRA100 TRAND, INC. ACCT: [ ] [620-672-9495 EXT:0000]
DUE VENDOR 51,372.10 51,372.10
TOTAL VENDOR 51,372.10 51,372.10
TRI002 TRI-STAR PROPANE, INC. ACCT: [ ] [620-736-2364 EXT:0000]
DUE VENDOR 1,280.00 1,280.00
TOTAL VENDOR 1,280.00 1,280.00
TRI100 XXXXXXX CONSTRUCTION, INC. ACCT: [QUESTENERG ] [000-000-0000 EXT:0000]
DUE VENDOR 4,699.24 4,699.24
TOTAL VENDOR 4,699.24 4,699.24
TRU001 XXXXXXX X. XXXXXX ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 13,895.10 13,895.10
TOTAL VENDOR 13,895.10 13,895.10
TWI001 TWIN VALLEY ELECTRIC COOP, INC ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 76.17 76.17
TOTAL VENDOR 76.17 76.17
UNI001 UNIVERSAL COMPRESSION, INC. ACCT: [ ] [ - - EXT:0000]
DUE VENDOR .00
TOTAL VENDOR 724,380.93 724,380.93
25: BLUESTEM PIPELINE, LLC ACCOUNTS PAYABLE - AGED BALANCE - BY INVOICE DATE 01/01/04 thru 12/31/06 AP04A:113 PAGE:007
AP04A - Aging Report XXXX 03:42-PM DEC 15, 2006
*--------- V E N D O R -------------* DTE DIV/PO *---- REFERENCE ----* DUE *-------- G R O S S E S --------*
NUMBER NAME ENTER NBR DATE NUMBER DATE 12/15/06 12/14/06 01/01/04 NOTES
UNI001 UNIVERSAL COMPRESSION, INC. ACCT: [ ] [ - - EXT:0000]
UNI002 UNIVERSAL COMPRESSION, INC. ACCT: [ ] [000-000-0000 EXT:0000]
DUE VENDOR 15,201.86 15,201.86
TOTAL VENDOR 15,201.86 15,201.86
VIS001 VISUAL SYSTEMS, INC. ACCT: [ ] [805-781-3580 EXT:0000]
DUE VENDOR 12,739.33 12,739.33
TOTAL VENDOR 12,739.33 12,739.33
XXX000 XXXXXXXXX XXXXXX XXXXXXXX XXXX XXXX: [ ] [800-870-5948 EXT:0000]
DUE VENDOR 2,420.33 2,420.33
TOTAL VENDOR 2,420.33 2,420.33
WAL001 XXXX XXXXXXX ACCT: [ ] [620-328-3822 EXT:0000]
DUE VENDOR 2,142.00 2,142.00
TOTAL VENDOR 2,142.00 2,142.00
WAL902 XXXX X. & XXXXXXXXX XXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,600.00 1,600.00
TOTAL VENDOR 1,600.00 1,600.00
WIG900 XXXXXXX X. & XXXXX X. XXXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,200.00 1,200.00
TOTAL VENDOR 1,200.00 1,200.00
YEO001 XXX XXXXXX ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 1,855.00 1,855.00
TOTAL VENDOR 1,855.00 1,855.00
ZIM001 XXXXXXXXX ELECTRIC SERVICE, IN ACCT: [ ] [ - - EXT:0000]
DUE VENDOR 366.37 366.37
TOTAL VENDOR 366.37 366.37
TOTAL DUE 3483,562.08 668.87 3482,893.21
GRAND TOTAL 5192,792.10 668.87 5192,123.23
17
EXHIBIT B
STP Articles of Conversion
--------------------------
STATE OF OKLAHOMA
ARTICLES OF CONVERSION
FROM A CORPORATION TO
A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 18-2054.1
OF THE OKLAHOMA LIMITED
LIABILITY COMPANY ACT
1. The date on which the corporation was first formed:
December 10, 1987
--------------------------------------------------------------------------
2. The name of the corporation immediately prior to filing of the Articles of
Conversion:
STP Cherokee, Inc.
-------------------------------------------------------------------------
3. The name of the limited liability company as set forth in its Articles of
Organization:
STP Cherokee, LLC
-------------------------------------------------------------------------
4. Upon filing the Articles of Conversion and the Articles of Organization
with the Secretary of State of Oklahoma, the conversion will be effective.
STP CHEROKEE, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Xxxxx Xxxx, Chief Executive Officer
18
EXHIBIT C
QO&G Certificate of Merger
--------------------------
CERTIFICATE OF MERGER
OF
QUEST ENERGY SERVICE, INC.
(a Kansas corporation)
WITH AND INTO
QUEST ENERGY SERVICE, LLC
(a Kansas limited liability company )
FIRST: The name and state of incorporation or organization of each of the
constituent entities to the merger are as follows:
Name State of Incorporation/Organization
---- -----------------------------------
Quest Energy Service, Inc. Kansas
Quest Energy Service, LLC Kansas
SECOND: The Agreement and Plan of Merger, dated December 14, 2006 (the
"Agreement of Merger"), has been authorized, approved and certified in
accordance with Kan. Stat. Xxx. ss. 17-7705, as amended, by each of the
constituent entities.
THIRD: The name of the surviving entity of such merger is Quest Energy
Service, LLC (the "Survivor").
FOURTH: The Articles of Organization of the Survivor will be the Articles
of Organization in effect immediately prior to the effective time of the merger.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Survivor at 0000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
SIXTH: Upon the request of any stockholder or member of a constituent
entity, the Survivor will provide a copy of the Agreement of Merger without cost
to such stockholder or member.
SEVENTH: The name of the registered agent and address of the Survivor's
registered office in the State of Kansas is The Corporation Company, Inc., 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000.
EIGHTH: The merger will become effective upon the filing of this
Certificate of Merger with the Kansas Secretary of State.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned this 14th day of December, 2006.
QUEST ENERGY SERVICE, INC., a Kansas
corporation
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx Xxxx, Chief Executive Officer
QUEST ENERGY SERVICE, LLC, a Kansas
limited liability company
By: QUEST RESOURCE CORPORATION, its
Sole Member
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx Xxxx, Chief Executive Officer
19
EXHIBIT D
QES Certificate of Merger
-------------------------
CERTIFICATE OF MERGER
OF
PONDEROSA GAS PIPELINE COMPANY, INC.
(a Kansas corporation)
WITH AND INTO
PONDEROSA GAS PIPELINE COMPANY, LLC
(a Kansas limited liability company )
FIRST: The name and state of incorporation or organization of each of the
constituent entities to the merger are as follows:
State of
Name Incorporation/Organization
---- ---------------------------
Ponderosa Gas Pipeline Company, Inc. Kansas
Ponderosa Gas Pipeline Company, LLC Kansas
SECOND: The Agreement and Plan of Merger, dated December 14, 2006 (the
"Agreement of Merger"), has been authorized, ------------------- approved, and
certified, in accordance with Kan. Stat. Xxx. ss. 17-7705, as amended, by each
of the constituent entities.
THIRD: The name of the surviving entity of such merger is Ponderosa Gas
Pipeline Company, LLC (the "Survivor"). --------
FOURTH: The Articles of Organization of the Survivor will be the Articles
of Organization in effect immediately prior to the effective time of the merger.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Survivor at 0000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
SIXTH: Upon the request of any stockholder or member of a constituent
entity, the Survivor will provide a copy of the Agreement of Merger without cost
to such stockholder or member.
SEVENTH: The name of the registered agent and address of the Survivor's
registered office in the State of Kansas is The Corporation Company, Inc., 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000.
EIGHTH: The merger will become effective upon the filing of this
Certificate of Merger with the Kansas Secretary of State.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned this 14th day of December, 2006.
PONDEROSA GAS PIPELINE COMPANY,
INC., a Kansas corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx Xxxx, Chief Executive Officer
PONDEROSA GAS PIPELINE COMPANY,
LLC, a Kansas limited liability company
By: QUEST RESOURCE CORPORATION, its
Sole Member
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx Xxxx, Chief Executive Officer
20
EXHIBIT E
Ponderosa Certificate of Merger
-------------------------------
CERTIFICATE OF MERGER
OF
QUEST OIL & GAS CORPORATION
(a Kansas corporation)
WITH AND INTO
QUEST OIL & GAS, LLC
(a Kansas limited liability company )
FIRST: The name and state of incorporation or organization of each of the
constituent entities to the merger are as follows:
Name State of Incorporation/Organization
---- -----------------------------------
Quest Oil & Gas Corporation Kansas
Quest Oil & Gas, LLC Kansas
SECOND: The Agreement and Plan of Merger, dated December 14, 2006 (the
"Agreement of Merger"), has been authorized, approved, and certified in
accordance with Kan. Stat. Xxx. ss. 17-7705, as amended, by each of the
constituent entities.
THIRD: The name of the surviving entity of such merger is Quest Oil & Gas,
LLC (the "Survivor").
FOURTH: The Articles of Organization of the Survivor will be the Articles
of Organization in effect immediately prior to the effective time of the merger.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Survivor at 0000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
SIXTH: Upon the request of any stockholder or member of a constituent
entity, the Survivor will provide a copy of the Agreement of Merger without cost
to such stockholder or member.
SEVENTH: The name of the registered agent and address of the Survivor's
registered office in the State of Kansas is The Corporation Company, Inc., 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000.
EIGHTH: The merger will become effective upon the filing of this
Certificate of Merger with the Kansas Secretary of State.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned this 14th day of December, 2006.
QUEST OIL & GAS CORPORATION, a Kansas
corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx Xxxx, Chief Executive Officer
QUEST OIL & GAS, LLC, a Kansas limited
liability company
By: QUEST RESOURCE CORPORATION, its
Sole Member
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Xxxxx Xxxx, Chief Executive Officer
2
21
EXHIBIT F
Producers Certificate of Merger
-------------------------------
CERTIFICATE OF MERGER
OF
PRODUCERS SERVICE INCORPORATED
(a Kansas corporation)
WITH AND INTO
PRODUCERS SERVICE, LLC
(a Kansas limited liability company )
FIRST: The name and state of incorporation or organization of each of the
constituent entities to the merger are as follows:
Name State of Incorporation/Organization
---- -----------------------------------
Producers Service Incorporated Kansas
Producers Service, LLC Kansas
SECOND: The Agreement and Plan of Merger, dated December 14, 2006 (the
"Agreement of Merger"), has been authorized, approved and certified in
accordance with Kan. Stat. Xxx. ss. 17-7705, as amended, by each of the
constituent entities.
THIRD: The name of the surviving entity of such merger is Producers
Service, LLC (the "Survivor").
FOURTH: The Articles of Organization of the Survivor will be the Articles
of Organization in effect immediately prior to the effective time of the merger.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Survivor at 0000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
SIXTH: Upon the request of any stockholder or member of a constituent
entity, the Survivor will provide a copy of the Agreement of Merger without cost
to such stockholder or member.
SEVENTH: The name of the registered agent and address of the Survivor's
registered office in the State of Kansas is The Corporation Company, Inc., 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000.
EIGHTH: The merger will become effective upon the filing of this
Certificate of Merger with the Kansas Secretary of State.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned this 14th day of December, 2006.
PRODUCERS SERVICE INCORPORATED, a
Kansas corporation
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Xxxxx Xxxx, Chief Executive Officer
PRODUCERS SERVICE, LLC, a Kansas
limited liability company
By: PONDEROSA GAS PIPELINE
COMPANY, LLC, its Sole Member
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Xxxxx Xxxx, Chief Executive Officer
2
22
