PLEDGE AND SECURITY AGREEMENT (QUEST EASTERN RESOURCE LLC)Pledge and Security Agreement • September 23rd, 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 September 21, 2010, by QUEST EASTERN RESOURCE 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 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.
AMENDED AND RESTATED GUARANTY (PostRock Energy Corporation)Guaranty • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of September 21, 2010, is made by PostRock Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among POSTROCK ENERGY SERVICES CORPORATION, as a Borrower, POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent and The Lenders Party...Credit Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 21, 2010, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation formerly known as Quest Resource Corporation and successor by merger to Quest Resource Acquisition Corp., PostRock Midstream, LLC (the successor by merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield Service, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and Energy & Midstream Partners JV, LLC (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company formerly known as Bluestem Pipeline, LLC, and successor by merger to Quest Cherokee, LLC and to a related entity known as PostRock MidContinent Production, LLC formerly known as Quest Energy Partners, L.P. (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lende
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This LOAN TRANSFER AGREEMENT (this “Agreement”) is dated as of September 21, 2010, by and among POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“PMP”), successor by merger to Quest Cherokee, LLC, a Delaware limited liability company (“Quest Cherokee”) and to a related entity known as PostRock MidContinent Production, LLC, formerly known as Quest Energy Partners, L.P. (“QELP”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), formerly known as Quest Resource Corporation (“Initial Co-Borrower”) and successor by merger to Quest Cherokee Oilfield Service, LLC, a Delaware limited liability company (“QCOS”; QCOS, QELP, PESC, STP Newco, Inc., an Oklahoma corporation, and PostRock Energy Corporation, a Delaware corporation, collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as administrative agent and collateral agent for the Second Lien Lenders (defined below) under the Second Lien Amended Credit Agree
RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTSRelease and Termination of Guaranties, Pledge and Security Agreements and Account Control Agreements • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 21, 2010, by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), and each of the stockholders listed on the signature pages hereto, each of which is referred to in this Agreement as a “Stockholder”.
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This LOAN TRANSFER AGREEMENT (this “Agreement”) is dated as of September 21, 2010, by and among POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“PMP”), formerly known as Bluestem Pipeline, LLC (“Bluestem”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), successor by merger to Post Rock Midstream, LLC, successor by merger to (i) Quest Midstream Partners, L.P., a Delaware limited partnership (“QMLP”; Bluestem and QMLP collectively called the “Borrowers” and individually a “Borrower”) and (ii) Quest Transmission Company, LLC, a Delaware limited liability company (“QTC”), POSTROCK KPC PIPELINE, LLC, a Delaware limited liability company (“KPC Pipeline LLC”), successor by conversion to Quest Pipelines (KPC), a Kansas general partnership (“QPKPC”), and successor by merger to Quest Kansas General Partner, L.L.C., a Delaware limited liability company and a general partner of QPKPC (“QKGP”), and Quest Kansas Pipeline, L.L.C., a Delaware limite
PLEDGE AND SECURITY AGREEMENT (PostRock Energy Services Corporation)Pledge and Security Agreement • September 23rd, 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 September 21, 2010, by POSTROCK ENERGY SERVICES CORPORATION a Delaware corporation formerly known as Quest Resource Corporation and successor by merger to Quest Resource Acquisition Corp. and PostRock Midstream, LLC (the successor by merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield Service, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and Energy & Midstream Partners JV, LLC (“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 Lender (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.
AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Amending and Restating Amended and Restated Intercreditor Agreement dated June 18, 2009 which Amended and Restated Intercreditor Agreement dated July 11, 2008 Among ROYAL BANK OF...Intercreditor and Collateral Agency Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of September 21, 2010 (the “Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as administrative and collateral agent (in such capacities, with its successors and assigns, the “First Lien Agent”) for the First Lien Lenders (as defined below), in its capacity as administrative agent and collateral agent (in such capacities, with its successors and assigns, the “Second Lien Agent”) for the Second Lien Lenders (as defined below), and as collateral agent for Secured Parties (as defined below) (in such capacity, “Collateral Agent”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), and POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company, f/k/a Bluestem Pipeline LLC and successor by merger to Quest Cherokee, LLC (“PMP”; PESC and PMP individually called a “Borrower” and collectively called the “Borrowers”), each of the other undersigned
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT, dated as of , 2010, is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of September 21, 2010, by POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), formerly known as Quest Resource Corporation, successor by merger to Quest Resource Acquisition Corp., PostRock Midstream, LLC (the successor by merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield Services, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and Energy & Midstream Partners JV, LLC, POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”), formerly known as Bluestem Pipeline, LLC, successor by merger to Quest Cherokee, LLC and to a related entity known as PostRock MidContinent Production, LLC formerly known as Quest Energy Partners, L.P. (“MidContinent I”), STP NEWCO, INC., an Oklahoma corporation(“STP”), and QUEST TRANSMISSION COMPANY, LLC, a D
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Among ROYAL BANK OF CANADA, as First Lien Agent, ROYAL BANK OF CANADA, as Second Lien Agent, ROYAL BANK OF CANADA, as Collateral Agent and POSTROCK KPC PIPELINE, LLC, as Obligor Dated as of September 21, 2010Intercreditor and Collateral Agency Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of September 21, 2010 (the “Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as administrative and collateral agent (in such capacities, with its successors and assigns, the “First Lien Agent”) for the First Lien Lenders (as defined below), in its capacity as administrative agent and collateral agent (in such capacities, with its successors and assigns, the “Second Lien Agent”) for the Second Lien Lenders (as defined below), and as collateral agent for Secured Parties (as defined below) (in such capacity, “Collateral Agent”) and POSTROCK KPC PIPELINE LLC, a Delaware limited liability company, formerly known as and successor by conversion to Quest Pipelines (KPC), a Kansas general partnership, and successor by merger to Quest Kansas Pipeline, L.L.C. and Quest Kansas General Partner L.L.C. (“Obligor”; and together with PostRock Energy Services Corporation, a Delaware corporation (“PESC”), colle
ASSUMPTION AGREEMENTAssumption Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2010, by and between PostRock Energy Services Corporation, formerly known as Quest Resource Corporation, a Delaware corporation (“Assignor”), and Quest Eastern Resource LLC, a Delaware limited liability company (“Assignee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (POSTROCK KPC PIPELINE, LLC)Pledge and Security Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of September 21, 2010, by POSTROCK KPC PIPELINE, LLC, a Delaware limited liability company, formerly known as and successor by conversion to Quest Pipelines (KPC), a Kansas general partnership, and successor by merger to Quest Kansas Pipeline, L.L.C. and Quest Kansas General Partner L.L.C. (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in favor of ROYAL BANK OF CANADA as Collateral Agent (hereafter defined) for the benefit of the Beneficiaries (hereafter defined) (the Collateral Agent, in such capacity, the “Secured Party”) whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Originally dated as of November 15, 2007 Amended and Restated as of July 11, 2008 Amended and Restated as of September 11, 2009 between QUEST EASTERN RESOURCE LLC as the Borrower, ROYAL BANK OF CANADA, as...Credit Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 21, 2010, between QUEST EASTERN RESOURCE LLC, a Delaware limited liability company, ROYAL BANK OF CANADA as lender (together with any permitted successor or assign, “Lender”), and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for Lender.
PLEDGE AND SECURITY AGREEMENT (PostRock Energy Services Corporation)Pledge and Security Agreement • September 23rd, 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 September 21, 2010, by POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation, formerly known as Quest Resource Corporation and successor by merger to Quest Resource Acquisition Corp., PostRock Midstream, LLC (the successor by merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield Services, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and Energy & Midstream Partners JV, LLC (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in favor of ROYAL BANK OF CANADA as Collateral Agent (hereafter defined) for the benefit of the Beneficiaries (hereafter defined) (the Collateral Agent, in such capacity, the “Secured Party”) whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.
GUARANTY (Subsidiary)Guaranty • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of September 21, 2010, is made by STP NEWCO, INC., an Oklahoma corporation (“STP”), and QUEST TRANSMISSION COMPANY, LLC, a Delaware limited liability company (“QTC”; QTC and STP collectively called the “Guarantors” and individually called a “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below).
