RELEASE AND TERMINATION OF
GUARANTIES, PLEDGE AND
SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTS
THIS RELEASE AND
TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND
ACCOUNT CONTROL AGREEMENTS (this “ Release ”) by
Royal Bank of Canada, as administrative agent and collateral agent
(the “ Releasing Party ”), is effective as of
September 21, 2010 (the “ Effective Date ”)
and is made in favor of, and for the benefit of, each of Quest
Eastern Resource LLC, a Delaware limited liability company (“
Quest Eastern ”), PostRock Energy Services
Corporation, a Delaware corporation formerly known as Quest
Resource Corporation and successor in interest by merger to Quest
Mergersub, Inc. and Quest Energy Service, LLC (“
PostRock ”) and PostRock MidContinent Production, LLC,
a Delaware limited liability company and successor in interest by
merger to Quest Oil & Gas, LLC (“ MidContinent
”).
WHEREAS, pursuant
to the terms of that certain Credit Agreement by and among the
Releasing Party, as Collateral and Administrative Agent, and
PostRock, as Borrower, dated as of November 15, 2007, as
amended and restated in its entirety on July 11, 2008, and as
amended and restated in its entirety on September 11, 2009 (as
further amended and supplemented from time to time, the “
Credit Agreement ”), PostRock executed and delivered a
pledge and security agreement in favor of the Secured Parties (as
defined in the Credit Agreement) and each of Quest Eastern, Quest
Mergersub, Inc., Quest Oil & Gas, LLC and Quest Energy Service,
LLC executed and delivered (i) a guaranty in favor of the
Secured Parties guaranteeing the obligations of PostRock under the
Credit Agreement (the “ Guaranties ”) and
(ii) a pledge and security agreement in favor of the Secured
Parties (the “ Pledge Agreements ”);
WHEREAS, PostRock
executed and delivered a Deposit Account Control Agreement for
certain accounts with the Bank of Oklahoma, N.A., dated
November 15, 2007, in connection with its pledge and security
agreement and Quest Energy Service, LLC executed and delivered a
Blocked Account Control Agreement for certain accounts with
JPMorgan Chase Bank, N.A., dated November 15, 2007 in
connection with its pledge and security agreement (together, the
“ Account Control Agreements ”);
WHEREAS, pursuant
to an Assumption Agreement, of even date herewith (the “
Assumption Agreement ”), PostRock is assigning all of
its rights, interests, liabilities and obligations as Borrower
under the Credit Agreement to its wholly-owned subsidiary, Quest
Eastern;
WHEREAS, the
assumption of obligations under the Assumption Agreement by Quest
Eastern and this Release is related to and a part of the
refinancing and restructuring of the indebtedness of PostRock (the
“ Refinance ”); and
WHEREAS, in
connection with, and in consideration of, the Assumption Agreement
and the Refinance, the Releasing Party wishes to (i) forever
terminate the Guaranties and release the guarantors of such
Guaranties, (ii) forever terminate and release all liens on
any
1
Collateral (as
defined in the Credit Agreement) under each of the Pledge
Agreements and (iii) forever terminate the Account Control
Agreements and release any liens thereunder;
NOW THEREFORE, for
good and valuable consideration, the existence and sufficiency of
which is expressly recognized by all of the parties hereto, the
parties agree as set forth below.
As of the
Effective Date, the Releasing Party does hereby release, remise and
forever discharge each of Quest Eastern, PostRock (as successor in
interest to Quest Energy Service, LLC and Quest Mergersub, Inc.)
and MidContinent (as successor in interest to Quest Oil & Gas,
LLC) from any and all duties, covenants, obligations and
liabilities (of every kind and character and howsoever arising)
under, in connection with, arising out of, relating to, or
attributable to the Guaranties, the Pledge Agreements and the
Credit Agreement (except, with respect to Quest Eastern, for
obligations and liabilities assumed by Quest Eastern, as Borrower,
under the Credit Agreement pursuant to the Assumption Agreement).
As of the Effective Date, the Releasing Party shall have no
rights
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