0001014108-09-000277 Sample Contracts

QUEST ENERGY PARTNERS, L.P. PHANTOM UNIT AWARD AGREEMENT
Award Agreement • December 11th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Delaware

THIS AGREEMENT, dated as of December 7, 2009, is between Quest Energy GP, LLC, a Delaware limited liability company (the "Company"), and _____________ ("Recipient").

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QUEST RESOURCE CORPORATION BONUS SHARE AWARD AGREEMENT
Bonus Share Award Agreement • December 11th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Oklahoma

THIS AGREEMENT, dated as of December 7, 2009, is between Quest Resource Corporation, a Nevada corporation (the "Company"), and _____________ ("Recipient").

SEVENTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT
Senior Term Loan Agreement • December 11th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • New York

THIS SEVENTH AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “Seventh Amendment”) is entered into as of December 7, 2009, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company ("QCOS"), STP NEWCO, INC., an Oklahoma corporation (“STP”; STP, QCOS and MLP collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “Documentation Agent”), and the undersigned Lenders comprising all the Lenders.

QUEST MIDSTREAM PARTNERS, L.P. RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • December 11th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Delaware

THIS AGREEMENT, dated as of December 7, 2009, is between Quest Midstream GP, LLC, a Delaware limited liability company (the "Company") and _____________ ("Recipient").

EMPLOYMENT AGREEMENT
Release Agreement • December 11th, 2009 • Quest Resource Corp • Crude petroleum & natural gas • Texas

This Agreement (the “Agreement”) is made and entered into on this 7th day of December, 2009 (the “Effective Date”), between QUEST RESOURCE CORPORATION (the “Company”), and EDDIE LEBLANC (“Employee”).

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