GUARANTY (Subsidiary)Guaranty • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of July 16, 2009 but effective as of May 29, 2009, is made by STP NEWCO, INC., an Oklahoma corporation (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the “Secured Parties” as defined in the Credit Agreement (hereinafter defined).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of December 17, 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 NONQUALIFIED STOCK OPTION AGREEMENT (Non-Employee Director)Nonqualified Stock Option Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • Oklahoma
As a director of Quest Resource Corporation (the “Company”), you have been granted 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 (the “Plan”) and the Option Award Agreement between you and the Company, attached as Exhibit A, as follows:
FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (QUEST ENERGY PARTNERS, L.P.)Pledge and Security Agreement • December 17th, 2009 • PostRock Energy 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 July 16, 2009 but effective as of May 29, 2009, by QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (“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 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.
December 15, 2009PostRock Energy Corp • December 17th, 2009 • Crude petroleum & natural gas
Re: Agreement and Plan of Merger, dated as of July 2, 2009, as amended as of October 2, 2009 (the “Merger Agreement”), by and between PostEnergy Rock Corporation (previously named New Quest Holding Corp.), Quest Resource Corporation, Quest Midstream Partners, L.P., Quest Energy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resources Acquisition Corp., Quest Energy Acquisition, LLC, Quest Midstream Holdings Corp. and Quest Midstream Acquisition LLC.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is entered into as of December 17, 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,” 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 all Lenders.
EIGHTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENTTerm Loan Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS EIGHTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “Eighth Amendment”) is entered into as of December 17, 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.
PLEDGE AND SECURITY AGREEMENT (STP NEWCO, INC.)Pledge and Security Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of July 16, 2009 but effective as of May 29, 2009, by STP NEWCO, INC., an Oklahoma corporation (“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 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.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is entered into as of December 17, 2009, among QUEST MIDSTREAM PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), and BLUESTEM PIPELINE, LLC, a Delaware limited liability company (“Bluestem,” Bluestem and the MLP collectively the “Borrowers” and individually a “Borrower”), QUEST KANSAS GENERAL PARTNER, L.L.C., a Delaware limited liability company (“Quest Kansas GP”), QUEST KANSAS PIPELINE, L.L.C., a Delaware limited liability company (“Quest Kansas”), QUEST PIPELINE (KPC), a Kansas general partnership (“KPC,” KPC, Quest Kansas GP and Quest Kansas collectively 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) and the undersigned Lenders comprising all Lenders.
