FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 7th, 2009 • Quest Resource Corp • 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.
SECOND AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTTerm Loan Agreement • July 7th, 2009 • Quest Resource Corp • 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.
AGREEMENT AND PLAN OF MERGER dated as of July 2, 2009 among NEW QUEST HOLDINGS CORP., QUEST RESOURCE CORPORATION, QUEST MIDSTREAM PARTNERS, L.P., QUEST ENERGY PARTNERS, L.P., QUEST MIDSTREAM GP, LLC, QUEST ENERGY GP, LLC, QUEST RESOURCE ACQUISITION...Agreement and Plan of Merger • July 7th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 2, 2009, is by and among New Quest Holdings Corp., a Delaware corporation (“Holdco”), 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”), Quest Midstream GP, LLC, a Delaware limited liability company (“QMGP”), Quest Energy GP, LLC, a Delaware limited liability company (“QEGP”), Quest Resource Acquisition Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“QRC Merger Sub”), Quest Energy Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of Holdco (“QELP Merger Sub”), Quest Midstream Holdings Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“QMHC”), and Quest Midstream Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QMHC
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTThe Rights Agreement • July 7th, 2009 • Quest Resource Corp • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT, dated as of July 2, 2009 (“Amendment No. 1”), is made between Quest Resource Corporation, a Nevada corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A. (the “Rights Agent”).
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUEST MIDSTREAM PARTNERS, L.P.Quest Resource Corp • July 7th, 2009 • Crude petroleum & natural gas • Delaware
This Amendment No. 2 dated July 1, 2009 (this “Amendment No. 2”) to the Second Amended and Restated Agreement of Limited Partnership of Quest Midstream Partners, L.P. (the “Partnership”), dated as of November 1, 2007, as amended by that Amendment No. 1 thereto effective as of January 1, 2007 (collectively, the “Partnership Agreement”) by and among Quest Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), Quest Resource Corporation (“QRC”), as the holder of at least a majority of the Outstanding Subordinated Units, and the Limited Partners listed on the signature page hereto representing the holders of at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates). Capitalized terms not defined herein shall have the meaning assigned to them in the Partnership Agreement.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 7th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is entered into as of June 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.
