GUARANTY (PostRock Energy Corporation) (PostRock Energy Services Corporation)Guaranty • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of March 5, 2010, is made by PostRock Energy Corporation, a Delaware corporation (“Post-Recombination Parent”), and PostRock Energy Services Corporation, a Nevada corporation, f/k/a Quest Resource Corporation (“Quest Parent”; Post-Recombination Parent and Quest Parent sometimes herein referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below).
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
This ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), by and among Quest Resource Corporation (“QRC”), PostRock Energy Corporation (“PostRock”), and David Lawler (“Employee”), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the “Effective Date”) (such transactions collectively, the “Recombination”), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated April 10, 2007 and thereafter amended (the “Employment Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2010, by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the stockholders listed on the signature pages hereto, each of which is referred to in this Agreement as a “Stockholder”.
FIRST LIEN SENIOR PLEDGE AND SECURITY AGREEMENT dated as of March 5, 2010 of POSTROCK ENERGY SERVICES CORPORATION (F/K/A QUEST RESOURCE CORPORATION) in favor of ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT PURSUANT TO AMENDED AND...First Lien Senior Pledge and Security Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS FIRST LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of March 5, 2010, by POSTROCK ENERGY SERVICES CORPORATION (f/k/a QUEST RESOURCE CORPORATION), a Nevada corporation (“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.
ASSIGNMENT AND AMENDMENT AGREEMENTEmployment Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
This ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), by and among Quest Resource Corporation (“QRC”), PostRock Energy Corporation (“PostRock”), and Richard Marlin (“Employee”), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the “Effective Date”) (such transactions collectively, the “Recombination”), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated March 21, 2007 (the “Employment Agreement”).
RELEASE AGREEMENTRelease Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This RELEASE AGREEMENT (this “Agreement”) is executed as of March 5, 2010, by ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (hereafter defined)) (the “Secured Party”) whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7 in favor of QUEST RESOURCE CORPORATION, a Nevada corporation (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102.
PLEDGE AND SECURITY AGREEMENT dated as of March 5, 2010 of POSTROCK ENERGY SERVICES CORPORATION (F/K/A QUEST RESOURCE CORPORATION) in favor of ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT PURSUANT TO AMENDED AND RESTATED CREDIT...Pledge and Security Agreement • March 10th, 2010 • 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 March 5, 2010, by POSTROCK ENERGY SERVICES CORPORATION (f/k/a QUEST RESOURCE CORPORATION), a Nevada corporation (“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.
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
This ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), by and among Quest Resource Corporation (“QRC”), PostRock Energy Corporation (“PostRock”), and Eddie LeBlanc (“Employee”), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the “Effective Date”) (such transactions collectively, the “Recombination”), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated December 7, 2009 (the “Employment Agreement”).
RELEASE AGREEMENTRelease Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This RELEASE AGREEMENT (this “Agreement”) is executed as of March 5, 2010, by ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (hereafter defined)) (the “Secured Party”) whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7 in favor of QUEST RESOURCE CORPORATION, a Nevada corporation (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102.
SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT dated as of March 5, 2010 of POSTROCK ENERGY SERVICES CORPORATION (F/K/A QUEST RESOURCE CORPORATION) in favor of ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT PURSUANT TO SECOND...Second Lien Senior Pledge and Security Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of March 5, 2010, by POSTROCK ENERGY SERVICES CORPORATION (f/k/a QUEST RESOURCE CORPORATION), a Nevada corporation (“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.
SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (QUEST RESOURCE CORPORATION)Pledge and Security Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement Amendment”) is executed as of March 5, 2010, by POSTROCK ENERGY SERVICES CORPORATION, formerly known as QUEST RESOURCE CORPORATION, a Nevada corporation (“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.
