First Amended and Restated Agreement of Limited Partnership Quest Energy Partners, L.P. November 15, 2007Quest Energy Partners, L.P. • November 21st, 2007 • Crude petroleum & natural gas • Delaware
This First Amended and Restated Agreement of Limited Partnership of Quest Energy Partners, L.P., dated as of November 15, 2007, is entered into by and between Quest Energy GP, LLC, a Delaware limited liability company, as the General Partner, and Quest Resource Corporation, a Nevada corporation, as the Organizational Limited Partner, together with 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 as follows:
PLEDGE AND SECURITY AGREEMENT (QUEST CHEROKEE OILFIELD SERVICE, LLC)Security Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of November 15, 2007, by QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“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.
GUARANTY (Subsidiary)Guaranty • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of November 15, 2007, is made by QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the “Secured Parties” as defined in the Credit Agreement (hereinafter defined).
OMNIBUS AGREEMENTOmnibus Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, November 15, 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.”
MANAGEMENT SERVICES AGREEMENT BY AND AMONG QUEST ENERGY GP, LLC, QUEST ENERGY PARTNERS, L.P. AND QUEST ENERGY SERVICE, LLC November 15, 2007Management Services Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
THIS MANAGEMENT SERVICES AGREEMENT is made and entered into on, and effective as of, November 15, 2007 (the “Agreement”), by and among Quest Energy GP, LLC, a Delaware limited liability company (the “General Partner”), Quest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Quest Energy Service, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager” and, collectively with the General Partner and the Partnership, the “Parties” and each, a “Party”).
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
This LOAN TRANSFER AGREEMENT (this “Agreement”) is dated as of November 15, 2007, by and among QUEST RESOURCE CORPORATION, a Nevada corporation (“QRC”), QUEST CHEROKEE, LLC, a Delaware limited liability company (“Borrower”), Quest Oil & Gas Corporation (“QO&G”), Quest Energy Service, Inc. (“QES”), and Quest Cherokee Oilfield Service, LLC (“QCOS”; QO&G, QES and QCOS collectively the “Guarantors”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Senior Lenders (defined below) under the Senior Credit Agreement (defined below) (the “Senior Agent”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Second Lien Lenders (defined below) under the Second Lien Term Loan Agreement (defined below) (the “Second Lien Agent”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Third Lien Lenders (defined below) under the Third Lien Term Loan Agreement (defined below) (the “Third Lien Agent”), the Senior Lenders, the Second Lien Lenders, the Third Li
AMENDED AND RESTATED CREDIT AGREEMENT Among QUEST RESOURCE CORPORATION, as the Initial Co-Borrower, QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent...Credit Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 15, 2007, among QUEST RESOURCE CORPORATION, a Nevada corporation, (the “Initial Co-Borrower”), QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Kansas
This Assignment and Assumption Agreement (this “Agreement”), dated as of November 15, 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUEST ENERGY GP, LLC A Delaware Limited Liability Company Dated as of November 15, 2007Limited Liability Company Agreement • November 21st, 2007 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Quest Energy GP, LLC (the “Company”), dated as of November 15, 2007, is adopted, executed and agreed to by Quest Resource Corporation, a Nevada corporation (“QRC”), as the sole Member of the Company.
ACKNOWLEDGEMENT AND CONSENTAcknowledgement and Consent • November 21st, 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:
