RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTS
Exhibit 10.16
EXECUTION
RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND
SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTS
SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTS
THIS RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND ACCOUNT CONTROL
AGREEMENTS (this “Release”) by Royal Bank of Canada, as administrative agent and collateral agent
(the “Releasing Party”), is effective as of September 21, 2010 (the “Effective Date”) and is made
in favor of, and for the benefit of, each of Quest Eastern Resource LLC, a Delaware limited
liability company (“Quest Eastern”), PostRock Energy Services Corporation, a Delaware corporation
formerly known as Quest Resource Corporation and successor in interest by merger to Quest
Mergersub, Inc. and Quest Energy Service, LLC (“PostRock”) and PostRock MidContinent Production,
LLC, a Delaware limited liability company and successor in interest by merger to Quest Oil & Gas,
LLC (“MidContinent”).
WHEREAS, pursuant to the terms of that certain Credit Agreement by and among the Releasing
Party, as Collateral and Administrative Agent, and PostRock, as Borrower, dated as of November 15,
2007, as amended and restated in its entirety on July 11, 2008, and as amended and restated in its
entirety on September 11, 2009 (as further amended and supplemented from time to time, the “Credit
Agreement”), PostRock executed and delivered a pledge and security agreement in favor of the
Secured Parties (as defined in the Credit Agreement) and each of Quest Eastern, Quest Mergersub,
Inc., Quest Oil & Gas, LLC and Quest Energy Service, LLC executed and delivered (i) a guaranty in
favor of the Secured Parties guaranteeing the obligations of PostRock under the Credit Agreement
(the “Guaranties”) and (ii) a pledge and security agreement in favor of the Secured Parties (the
“Pledge Agreements”);
WHEREAS, PostRock executed and delivered a Deposit Account Control Agreement for certain
accounts with the Bank of Oklahoma, N.A., dated November 15, 2007, in connection with its pledge
and security agreement and Quest Energy Service, LLC executed and delivered a Blocked Account
Control Agreement for certain accounts with JPMorgan Chase Bank, N.A., dated November 15, 2007 in
connection with its pledge and security agreement (together, the “Account Control Agreements”);
WHEREAS, pursuant to an Assumption Agreement, of even date herewith (the “Assumption
Agreement”), PostRock is assigning all of its rights, interests, liabilities and obligations as
Borrower under the Credit Agreement to its wholly-owned subsidiary, Quest Eastern;
WHEREAS, the assumption of obligations under the Assumption Agreement by Quest Eastern and
this Release is related to and a part of the refinancing and restructuring of the indebtedness of
PostRock (the “Refinance”); and
WHEREAS, in connection with, and in consideration of, the Assumption Agreement and the
Refinance, the Releasing Party wishes to (i) forever terminate the Guaranties and release the
guarantors of such Guaranties, (ii) forever terminate and release all liens on any
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Collateral (as defined in the Credit Agreement) under each of the Pledge Agreements and (iii)
forever terminate the Account Control Agreements and release any liens thereunder;
NOW THEREFORE, for good and valuable consideration, the existence and sufficiency of which is
expressly recognized by all of the parties hereto, the parties agree as set forth below.
SECTION 1. Release.
As of the Effective Date, the Releasing Party does hereby release, remise and forever
discharge each of Quest Eastern, PostRock (as successor in interest to Quest Energy Service, LLC
and Quest Mergersub, Inc.) and MidContinent (as successor in interest to Quest Oil & Gas, LLC) from
any and all duties, covenants, obligations and liabilities (of every kind and character and
howsoever arising) under, in connection with, arising out of, relating to, or attributable to the
Guaranties, the Pledge Agreements and the Credit Agreement (except, with respect to Quest Eastern,
for obligations and liabilities assumed by Quest Eastern, as Borrower, under the Credit Agreement
pursuant to the Assumption Agreement). As of the Effective Date, the Releasing Party shall have no
rights against any of Quest Eastern, PostRock or MidContinent under, in connection with, arising
out of, relating to, or attributable to the Guaranties, the Pledge Agreements and the Credit
Agreement (except, with respect to Quest Eastern, pursuant to the Assumption Agreement, as the
Borrower under the Credit Agreement). As of the Effective Date, the Releasing Party does hereby
release any pledge, security interest or lien of whatever kind or character the Releasing Party may
have against any Collateral (as defined in the Pledge Agreements) by virtue of the Pledge
Agreements. As of the Effective Date, the Releasing Party also hereby terminates the Account
Control Agreements and releases PostRock, for itself and as successor in interest to Quest Energy
Service, LLC, from any and all obligations and liabilities (of every kind and character and
howsoever arising) under, in connection with, arising out of, relating to or attributable to the
Account Control Agreements and shall have no rights against PostRock, for itself and as successor
in interest to Quest Energy Service, LLC, under, in connection with, arising out of, relating to or
attributable to the Account Control Agreements.
SECTION 2. Termination.
Subject to Section 1 above, as of the Effective Date, the Guaranties and Pledge Agreements
shall be terminated as to the Releasing Party.
SECTION 3. Governing Law.
THIS RELEASE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
REGARDING THE CHOICE OF LAW.
SECTION 4. Valid Obligation.
The Releasing Party hereby represents and warrants that the execution, delivery and
performance of this Release by it are within its powers and have been duly authorized by all
necessary action, and that this Release constitutes its legal, valid and binding obligation.
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SECTION 5. Amendments.
The provisions of this Release may be waived, amended or modified only in a writing signed by
all of the parties hereto.
SECTION 6. Further Assurances.
The Releasing Party covenants and agrees that it will do, execute and deliver, or cause to be
done, executed and delivered all such further acts, instruments, documents and agreements as may be
reasonably requested by any of the parties hereto (at the expense of such requesting party), which
may be necessary or desirable in order to evidence or effectuate this Release, including any
notices required to terminate the Account Control Agreements.
SECTION 7. Headings.
The headings contained in this Release are for reference purposes only and shall not affect in
any way the interpretation or construction of this Release.
SECTION 8. Binding Effect and Inurement.
This Release shall be binding on the Releasing Party and shall inure to the benefit of Quest
Eastern, PostRock, MidContinent and their respective beneficiaries, receivers, trustees, successors
and assigns.
SECTION 9. Severability.
If any term or provision of this Release or the application thereof to any circumstance shall,
in any jurisdiction and to any extent, be invalid or unenforceable, such term or such provision
shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable (i) such term or provision in any other
jurisdiction or the application thereof to any other circumstance in any jurisdiction or the same
application in any other jurisdiction or (ii) any other term or provision of this Release or the
application thereof to any circumstance in any jurisdiction. With respect to the term or provision
held invalid or unenforceable, the Releasing Party shall negotiate in good faith with the other
parties hereto to amend this Release so as to effect its original intent as closely as possible.
[Signature page follows]
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IN WITNESS WHEREOF, the Releasing Party, Quest Eastern, PostRock and MidContinent have
executed this Release as of the Effective Date.
| RELEASING PARTY: | ||||||
| ROYAL BANK OF CANADA | ||||||
| as Administrative Agent and Collateral Agent | ||||||
| By: | /s/ Xxxxx Xxxxxxx |
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| Name: | Xxxxx Xxxxxxx
|
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| Title: | Manager, Agency
|
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Signature page 1 to Release and Termination of
Guaranties and Pledge Agreements
Guaranties and Pledge Agreements
| QUEST EASTERN RESOURCE LLC | ||||||||||||||
| By: | PostRock Energy Services Corporation, its sole member |
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| By | /s/ Xxxxx X. Xxxxxx | |||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| POSTROCK ENERGY SERVICES CORPORATION, successor in interest to Quest Energy Service, LLC and Quest Mergersub, Inc. |
||||||||||||||
| By | /s/ Xxxxx X. Xxxxxx | |||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Signature page 2 to Release and Termination of
Guaranties and Pledge Agreements
Guaranties and Pledge Agreements
| POSTROCK MIDCONTINENT PRODUCTION, LLC, successor in interest to Quest Oil & Gas, LLC |
||||||||||||||
| By | PostRock Energy Services Corporation, its sole member |
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| By | /s/ Xxxxx X. Xxxxxx | |||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Signature page 3 to Release and Termination of
Guaranties and Pledge Agreements
Guaranties and Pledge Agreements
