GUARANTY (MLP)Guaranty • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of July 11, 2008, 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).
SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (QUEST CHEROKEE, LLC)Second Lien Senior Pledge and Security Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of July 11, 2008, 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 Second Lien Senior Term Loan 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.
SECOND LIEN SENIOR TERM LOAN AGREEMENT Among QUEST CHEROKEE, LLC, as the Borrower, QUEST ENERGY PARTNERS, L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent KEYBANK NATIONAL ASSOCIATION, as Syndication Agent...Second Lien Senior Term Loan Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
THIS SECOND LIEN SENIOR TERM LOAN AGREEMENT is entered into as of July 11, 2008, among 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, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and SOCIÉTÉ GÉNÉRALE, as Documentation Agent.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 11, 2008, and 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 Secured Parties (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 Secured Parties (as defined below), and as collateral agent for Secured Parties (as defined below) (in such capacity, “Collateral Agent”), and QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), for itself and on behalf of each of the other Credit Parties (as defined below).
AGREEMENT FOR PURCHASE AND SALE among Quest Resource Corporation, Quest Eastern Resource LLC and Quest Cherokee LLC July 11, 2008Purchase and Sale Agreement • July 16th, 2008 • Quest Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This Agreement for Purchase and Sale (“Agreement”) is made and entered into on this the 11th day of July, 2008, among Quest Resource Corporation, a Nevada corporation (“QRC”), Quest Eastern Resource LLC, a Delaware limited liability company (f/k/a PetroEdge Resources (WV) LLC) (the “Seller”) and Quest Cherokee, LLC., a Delaware limited liability company (“Buyer”).
