OMNIBUS AGREEMENTOmnibus Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, [•], 2007, by and between QUEST ENERGY PARTNERS, L.P., a Delaware limited liability partnership (the “Partnership”), QUEST ENERGY GP, LLC, a Delaware limited liability company (the “General Partner”) and QUEST RESOURCE CORPORATION, a Nevada corporation (“QRC”). The Partnership, the General Partner and QRC are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF ACKNOWLEDGEMENT AND CONSENTOmnibus Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
In connection with that certain Omnibus Agreement, dated as of December 22, 2006, by and among Quest Resource Corporation (“QRC”), Quest Midstream GP, LLC, Bluestem Pipeline, LLC, and Quest Midstream Partners, L.P. (the “Agreement”), Quest Energy Partners, L.P. (the “Partnership”) hereby:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2007, is entered into by and among Quest Resource Corporation, a Nevada corporation (“QRC”), Quest Energy Partners, L.P., a Delaware limited liability partnership (“MLP”), Quest Energy GP, LLC, a Delaware limited liability company (“GP”), Quest Cherokee, LLC, a Delaware limited liability company (the “Operating Company”), Quest Oil & Gas, LLC, a Kansas limited liability company wholly-owned by QRC (“Quest O&G”), and Quest Energy Service, LLC, a Kansas limited liability company wholly-owned by QRC (“Energy Service”). The parties to this agreement are collectively referred to herein as the “Parties.”
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 29th, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
This Assignment and Assumption Agreement (this “Agreement”), dated as of , 2007, is entered into by and among Quest Resource Corporation, a Nevada corporation (“QRC”), Bluestem Pipeline, LLC, a Delaware limited liability company (“Bluestem”), and Quest Energy Partners, L.P. (“Quest Energy”).
