PURCHASE AGREEMENT BY AND AMONG QUEST MIDSTREAM PARTNERS, L.P., QUEST MIDSTREAM GP, LLC, QUEST RESOURCE CORPORATION, ALERIAN OPPORTUNITY PARTNERS IX, L.P., BEL AIR MLP ENERGY INFRASTRUCTURE FUND, LP, TORTOISE CAPITAL RESOURCES CORPORATION, TORTOISE...Purchase Agreement • November 2nd, 2007 • Quest Resource Corp • Crude petroleum & natural gas • New York
This PURCHASE AGREEMENT, dated as of October 16, 2007 (this “Agreement”), is made and entered into by and among Quest Midstream Partners, L.P., a Delaware limited partnership (“Issuer”), Quest Midstream GP, LLC, a Delaware limited liability company (“GP”), Quest Resource Corporation, a Nevada corporation (“QRC”), and Alerian Opportunity Partners IX, L.P., Bel Air MLP Energy Infrastructure Fund, LP, Tortoise Capital Resources Corporation, Tortoise Gas and Oil Corporation, Dalea Partners, LP, Hartz Capital MLP, LLC, ZLP Fund, L.P., KED MME Investment Partners, LP, Eagle Income Appreciation Partners, L.P., Eagle Income Appreciation II, L.P., Citigroup Financial Products, Inc. and The Northwestern Mutual Life Insurance Company (each sometimes referred to herein as a “Buyer” and collectively as the “Buyers”).
Second Amended and Restated Agreement of Limited Partnership Quest Midstream Partners, L.P. November 1, 2007Limited Partnership Agreement • November 2nd, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
This Second Amended and Restated Agreement of Limited Partnership of Quest Midstream Partners, L.P., dated as of November 1, 2007, is entered into by and between Quest Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and the Limited Partners identified on Schedule A hereof, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree to amend and restate the First Amended and Restated Agreement of Limited Partnership of Quest Midstream Partners, L.P. as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 2nd, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
This Amended and Restated Investors’ Rights Agreement, dated as of November 1, 2007 (the “Agreement”), is made and entered into by and among Quest Midstream Partners, L.P., a Delaware limited partnership (“Company”), Quest Midstream GP, LLC, a Delaware limited liability company (“GP”), Quest Resource Corporation, a Nevada corporation (“QRC”), Alerian Opportunity Partners IV, L.P., a Delaware limited partnership (“Alerian”), Swank MLP Convergence Fund, LP, a Texas limited partnership (“Swank MLP Fund”), Swank Investment Partners, LP, a Texas limited partnership (“SIP”), The Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (“Cushing MLP Fund”), The Cushing GP Strategies Fund, LP, a Delaware limited partnership (“Cushing GP Fund”, together with Swank MLP Fund, SIP and Cushing MLP Fund, “Swank”), Tortoise Capital Resources Corporation, a Maryland corporation (“Tortoise”), Alerian Opportunity Partners IX, L.P., a Delaware limited partnership (“New Investor A”), Bel Air MLP
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of November 1, 2007, by and among Quest Midstream Partners, L.P., a Delaware limited partnership (“Partnership”), Alerian Opportunity Partners IV, L.P., a Delaware limited partnership (“Alerian”), Swank MLP Convergence Fund, LP, a Texas limited partnership (“Swank MLP Fund”), Swank Investment Partners, LP, a Texas limited partnership (“SIP”), The Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (“Cushing MLP Fund”), The Cushing GP Strategies Fund, LP, a Delaware limited partnership (“Cushing GP Fund”, together with Swank MLP Fund, SIP and Cushing MLP Fund, “Swank”), Tortoise Capital Resources Corporation, a Maryland corporation (“Tortoise”), Alerian Opportunity Partners IX, L.P., a Delaware limited partnership (“New Investor A”), Bel Air MLP Energy Infrastructure Fund, LP, a Delaware limited partnership (“New Investor B”), Tortoise Gas and Oil Corporation, a Maryland c
