PLEDGE AND SECURITY AGREEMENT (Quest Transmission Company, LLC)Pledge and Security Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of February 21, 2008, by QUEST TRANSMISSION COMPANY, LLC, a Delaware limited liability company (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (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.
GUARANTYGuaranty • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of February 21, 2008, is made by the undersigned (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUEST MIDSTREAM GP, LLC A Delaware Limited Liability Company Dated as of September 30, 2008Limited Liability Company Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Quest Midstream GP, LLC (the “Company”), dated as of September 30, 2008 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by Quest Resource Corporation, a Nevada corporation (“QRC”), Alerian Opportunity Partners IV, LP, a Delaware limited liability company (“AOP”), Swank MLP Convergence Fund, LP, a Texas limited partnership (“Swank MLP Fund”), Swank Investment Partners, LP, a Texas limited partnership (“SIP”), The Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (“Cushing MLP Fund”) and The Cushing GP Strategies Fund, LP, a Delaware limited partnership (“Cushing GP Fund,” together with Swank MLP Fund, SIP and Cushing MLP Fund, “Swank”).
SETTLEMENT AGREEMENTSettlement Agreement • June 3rd, 2009 • Quest Resource Corp • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Nevada
This Indemnification Agreement (this “Agreement”), dated as of ___, 20___, is made by and between Quest Resource Corporation, a Nevada corporation (the “Corporation”) and (the “Indemnitee”).
AMENDMENT NO. 2 TO THE MIDSTREAM SERVICES AND GAS DEDICATION AGREEMENTMidstream Services and Gas Dedication Agreement • June 3rd, 2009 • Quest Resource Corp • 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”).
FULL AND FINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • June 3rd, 2009 • Quest Resource Corp • 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”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT (this “Fourth Amendment”) is entered into as of May 29, 2009, among QUEST RESOURCE CORPORATION, a Nevada corporation (the “Borrower”), the Guarantors listed on the signature pages hereto, 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 the Lender.
FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (QUEST OIL & GAS, LLC)Pledge and Security Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement Amendment”) is executed as of May 29, 2009, by QUEST OIL & GAS, LLC, a Kansas limited liability company (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, 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 Credit 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.
FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (Quest Midstream Partners, L.P.)Pledge and Security Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement Amendment”) is executed effective as of February 21, 2008, by QUEST MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102 for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (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.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas
This First Amendment to Employment Agreement dated March 21, 2007, between Quest Resource Corporation (the “Company”) and Richard Marlin (“Employee”) is entered this 29 day of December, 2008.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT (this “Third Amendment”) is entered into as of January 30, 2009, among QUEST RESOURCE CORPORATION, a Nevada corporation (the “Borrower”), the Guarantors listed on the signature pages hereto, 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 the Lender.
QUEST RESOURCE CORPORATION 2005 OMNIBUS STOCK AWARD PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 3rd, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Oklahoma
Quest Resource Corporation (the “Company”), hereby grants you an option (the “Option”) to purchase common shares, $0.01 par value per share, of Quest Resource Corporation (“Shares”), subject to the terms and conditions of the Quest Resource Corporation 2005 Omnibus Stock Award Plan, as amended and restated (the “Plan”), and the Option Award Agreement between you and the Company, attached as Exhibit A, as follows:
