PLEDGE AND SECURITY AGREEMENT (QUEST CHEROKEE, LLC)Pledge and Security Agreement • November 21st, 2007 • Quest Resource Corp • 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, 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 (MLP)Guaranty • November 21st, 2007 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of November 15, 2007, is made by QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (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 Resource Corp • 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.”
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • November 21st, 2007 • Quest Resource Corp • 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
CREDIT AGREEMENT among QUEST RESOURCE CORPORATION as the Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent and The Lenders Party Hereto SENIOR CREDIT FACILITY RBC CAPITAL MARKETS As Lead Arranger and Sole Bookrunner Dated as...Credit Agreement • November 21st, 2007 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is entered into as of November 15, 2007, among QUEST RESOURCE CORPORATION a Nevada corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
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 Resource Corp • 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.
GUARANTY (Subsidiary)Guaranty • November 21st, 2007 • Quest Resource Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of November 15, 2007, is made by the undersigned (individually, a “Guarantor” and collectively, the “Guarantors”), in favor of ROYAL BANK OF CANADA, as administrative agent for the “Secured Parties” as defined in the Credit Agreement (hereinafter defined).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 21st, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Kansas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 15, 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.”
