exv10w2



 





Exhibit 10.2




EXECUTION VERSION




AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




     This Amended and Restated Investors’ Rights Agreement, dated as of November 1, 2007 (the
“Agreement”), is made and entered into by and among Quest Midstream Partners, L.P., a Delaware
limited partnership (“Company”), Quest Midstream GP, LLC, a Delaware limited liability company
(“GP”), Quest Resource Corporation, a Nevada corporation (“QRC”), Alerian Opportunity Partners IV,
L.P., a Delaware limited partnership (“Alerian”), Swank MLP Convergence Fund, LP, a Texas limited
partnership (“Swank MLP Fund”), Swank Investment Partners, LP, a Texas limited partnership (“SIP”),
The Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (“Cushing MLP Fund”), The
Cushing GP Strategies Fund, LP, a Delaware limited partnership (“Cushing GP Fund”, together with
Swank MLP Fund, SIP and Cushing MLP Fund, “Swank”), Tortoise Capital Resources Corporation, a
Maryland corporation (“Tortoise”), Alerian Opportunity Partners IX, L.P., a Delaware limited
partnership (“New Investor A”), Bel Air MLP Energy Infrastructure Fund, LP, a Delaware limited
partnership (“New Investor B”), Tortoise Gas and Oil Corporation, a Maryland corporation (“New
Investor C”), Dalea Partners, LP, an Oklahoma limited partnership (“New Investor D”), Hartz
Capital MLP, LLC, a New Jersey limited liability company (“New Investor E”), ZLP Fund, L.P., a
Delaware limited partnership (“New Investor F”), KED MME Investment Partners, LP, a Delaware
limited partnership (“New Investor G”), Eagle Income Appreciation Partners, L.P., a Texas limited
partnership (“New Investor H”), Eagle Income Appreciation II, L.P., a Texas limited partnership
(“New Investor I”), Citigroup Financial Products, Inc., a Delaware corporation (“New Investor J”),
and The Northwestern Mutual Life Insurance Company, a Wisconsin corporation (“New Investor K”,
together with New Investor A, New Investor B, New Investor C, New Investor D, New Investor E, New
Investor F, New Investor G, New Investor H, New Investor I and New Investor J, the “New
Investors”). Alerian, Swank, Tortoise, Huizenga Opportunity Partners, LP, a Delaware limited
partnership (“HOP”), and HCM Energy Holdings, LLC, an Illinois limited liability company (together
with HOP, “Huizenga”), are sometimes referred to herein individually as an “Original Investor” and
collectively as the “Original Investors.” The New Investors and Tortoise are sometimes referred to
herein individually as a “Second Round Investor” and collectively as the “Second Round Investors.”
The Original Investors and the New Investors are sometimes referred to herein individually as an
“Investor” and collectively as the “Investors.”



     WHEREAS, the Company, GP, QRC and the Original Investors are parties to a Purchase Agreement
dated December 22, 2006 (the “Original Purchase Agreement”) pursuant to which the Original
Investors acquired certain of the Company’s Common Units, and Alerian and Swank acquired certain of
the GP’s Member Interests.



     WHEREAS, the Company, GP, QRC and the Second Round Investors are parties to a Purchase
Agreement dated October 16, 2007 (the “Second Round Purchase Agreement”) pursuant to which the
Second Round Investors acquired certain of the Company’s Common Units.



     WHEREAS, the Company, GP, QRC and the Original Investors are parties to an Investors’ Rights
Agreement dated December 22, 2006 (the “Original Investors’ Rights Agreement”) pursuant to which
the Original Investors were granted certain rights with respect to their investment in the Company.



 









 





     WHEREAS, pursuant to Section 9(b) of the Original Investors’ Rights Agreement, the Company, GP
and a Majority of Original Investors party to the Original Investors’ Rights Agreement and the New
Investors desire to amend and restate the Original Investors’ Rights Agreement to extend certain
rights provided for therein to the New Investors.



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree to amend and restate the Original Investors’ Rights Agreement in its entirety
as follows:



     1. Definitions and Interpretations. Unless otherwise provided to the contrary in this
Agreement, capitalized terms in this Agreement have the meanings set forth in Section 1.1 of
Exhibit A. Unless expressly provided to the contrary in this Agreement, this Agreement shall be
interpreted in accordance with the provisions set forth in Section 1.2 of Exhibit A.



     2. Board Representation.




     (a) Designation of Board Member. For the period hereafter indicated, Alerian
and Swank will each have a separate and independent right to designate one (1) natural
person to serve as a member of the Board of Directors of GP. QRC will have the right to
designate the remaining members of the Board of Directors of GP. In order to effect this
right, QRC (or its Affiliates that own Member Interests) shall vote the Member Interests in
GP owned by it in a manner so as to cause and maintain the election of the persons so
designated. Swank’s right to designate a member of the Board of Directors shall terminate
upon the completion by the Company of an IPO. In addition, such right to designate a member
of the Board of Directors shall terminate as to Alerian or Swank (or both) at such time
(either before or after completion by the Company of an IPO) as such designating person
ceases to own at least five percent (5%) of the Common Units (measured on a fully-diluted
basis that assumes that all outstanding warrants, options, rights and securities that are at
any time exercisable for or convertible into Common Units have been so exercised or
converted) held by Persons other that QRC or its Affiliates.




     (b) Expansion of Board. The parties currently contemplate that until the
completion by the Company of an IPO, the Board of Directors of GP will consist of six (6)
persons. During the period prior to completion of an IPO that Alerian or Swank has the
right to designate a person to serve on the Board of Directors of GP, such designating
person shall have the right to maintain its proportionate Board representation in the event
of an expansion of the number of members of the Board of Directors; provided, however, that
such right to maintain the proportionate Board representation will terminate upon completion
by the Company of an IPO.




     (c) Replacement. In the event of the resignation, death, removal or
disqualification of a person designated by QRC, Alerian or Swank to serve on the Board of
Directors, as set forth above, the appropriate designating party or parties shall promptly
designate a new member of the Board of Directors, and after written notice of



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the designation has been given by such designating party or parties to the other
parties, each of QRC and each Investor that owns Member Interests shall vote its Member
Interests to elect such nominee to the Board of Directors.




     (d) Removal. The appropriate designating party or parties may specify that any
person designated by it to serve on the Board of Directors shall be removed at any time and
from time to time, with or without cause.




     (e) Indemnification and Insurance. So long as either Alerian or Swank has a
right to designate a Director pursuant to this Section 2, the GP shall maintain director and
officer insurance reasonably satisfactory to Alerian and Swank, as the case may be.



     3. Obligation to Participate in Certain Sales.




     (a) Approved Sale. Subject to the provisions of subsection 3(c), if an IPO has
not been completed by the Company by December 22, 2008, then until such time as an IPO is
completed by the Company, a Majority of Investors may elect by written notice (a “Required
Sale Notice”) to require the GP to effect a Sale of the Company that satisfies the
conditions indicated in Section 3(b) below (an “Approved Sale”). Upon receipt of a Required
Sale Notice and if a Majority of Investors do not accept the GP Offer Price, the GP shall
undertake to effect a Sale of the Company as promptly as commercially reasonable with a view
to maximizing the aggregate consideration to be received for such sale; provided, however,
that all parties shall work in good faith to complete an Approved Sale within one hundred
eighty (180) days after receipt of the Required Sale Notice by the GP. Upon receipt of a
Required Sale Notice and if a Majority of Investors do not accept the GP Offer Price, the
Conflicts Committee of the Board shall engage an investment banking firm of national
reputation to seek Qualifying Offers (as defined below) for an Approved Sale. The Conflicts
Committee of the Board shall have the primary responsibility for negotiating the terms of
any potential Qualifying Offer and shall present to the Investors all offers received for a
Sale of the Company that satisfy the conditions for an Approved Sale (a “Qualifying Offer”).
Subject to Section 3(c), if a Majority of Investors agrees to accept a Qualifying Offer,
then all of the parties hereto shall (i) consent to, vote for and raise no objections
against the Qualifying Offer or the process pursuant to which the Qualifying Offer was
arranged, (ii) waive any dissenters’, appraisal and similar rights with respect thereto, and
(iii) if the Qualifying Offer is a sale of the Partnership Interests agree to sell all of
their Partnership Interests and Member Interests on the terms and conditions of the
Qualifying Offer. The parties hereto shall take all necessary and desirable actions in
connection with the consummation of any Approved Sale, including, without limitation, the
execution of such agreements and instruments and other actions reasonably necessary to
(A) provide the representations, warranties, indemnities, covenants, conditions, escrow
agreements and provisions and agreements relating to such Approved Sale, and (B) effectuate
the allocation and distribution of the aggregate consideration upon the Approved Sale as set
forth below.




     (b) Conditions. Unless otherwise agreed to by all of the Investors and the GP,
an Approved Sale must satisfy all of the following conditions:



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     (i) the Approved Sale must be solely for cash consideration;




     (ii) no purchaser may be an Affiliate or Related Party of any Investor unless
consent thereto is given by GP, which consent shall not be unreasonably withheld;




     (iii) upon the consummation of the Approved Sale, the aggregate net proceeds
from the Approved Sale (x) if the Approved Sale is a sale of substantially all of
the assets of the Company, shall be distributed to and among the Partners and the
Members in accordance with the provisions of Section 6.4(c) of the Partnership
Agreement and Section 15.02 of the Limited Liability Company Agreement and (y) if
the Approved Sale is a sale of all of the Partnership Interests and Member
Interests, shall be apportioned among the Partners and the Members, in the same
amounts as if the full amount of such net proceeds are to be distributed to and
among the Partners and the Members, in accordance with the provisions of
Section 6.4(c) of the Partnership Agreement and Section 15.02 of the Limited
Liability Company Agreement (and assuming the prior satisfaction of the debts and
obligations of the Company and GP);




     (iv) No party shall receive direct remuneration from the purchaser in an
Approved Sale other than the net proceeds to be apportioned among the parties in
accordance with Section 3(b)(iii), including but not limited to remuneration for
non-competition provisions or other similar arrangements.




     (v) All expenses of the Approved Sale (other than the fees and expenses of any
counsel or other advisors retained by the Investors, which fees and expenses shall
be paid by the Investors, but including any investment banking firm fees and the
fees of any counsel retained by the Conflicts Committee in finding and negotiating
Qualifying Offers) shall be paid by the Company and shall reduce the net proceeds
distributable pursuant to Section 3(b)(iii); and




     (vi) In the event that the parties are required to make any covenants,
representations or indemnities in connection with the Approved Sale, then, (A) each
party shall severally (and not jointly) make the Fundamental Warranties solely with
respect to such party, and (B) other than with respect to the Fundamental
Warranties, the obligations and liabilities of the Partners and Members
participating in the Approved Sale shall first be limited solely to any escrow fund
that may be established in connection with such transaction (with the escrow funded
solely from the purchase price proceeds and which escrow fund shall not be in an
amount greater than 10% of the aggregate purchase price paid by the purchaser(s) in
such transaction), and second, if and only if the escrow fund is for 10% of the
aggregate purchase price, any obligations and liabilities of the Partners and
Members participating in the Approved Sale (other than any claims for fraud, willful
misconduct or bad faith by a Partner or Member, which shall be the responsibility of
such Partner or Member) shall be borne solely by QRC. The escrowed funds shall be
released no later than one (1) year following the closing of the Approved Sale,
provided, however, that to the extent there are



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pending claims or demands relating to any breach, misrepresentation or
indemnity against the escrow fund, an amount of the escrowed funds equal to such
aggregate claims or demands will be retained until such claims and demands are
finally resolved. Upon distribution of the escrowed funds (or any part thereof),
each Partner and Member shall receive their “pro rata share” of the distributed
funds.



     As used in this Section 3, a party’s “pro rata share” shall mean the ratio of (A) the total
consideration to be received by such party in or as a result of an Approved Sale, to (B) the total
consideration to be received by all Partners and Members as a result of such Approved Sale
(including upon dissolution of the Company and GP following an Approved Sale).




     (c) GP Right of First Offer/Refusal.




     (i) Upon receipt by the GP of a Required Sale Notice, the GP shall have the
right of first offer (before the Approved Sale process proceeds) to indicate the
price, if any, that the GP (or its designee) would pay in connection with a Sale of
the Company to the GP (or its designee) (the “GP Offer Price”). If a Majority of
the Investors agrees to accept the GP Offer price, then such offer shall constitute
an approved Qualifying Offer pursuant to Section 3(a), and the transaction shall
proceed as an Approved Sale to the GP (or its designee) in accordance with the terms
of Sections 3(a) and 3(b), it being understood that in such event QRC and its
Affiliates will not be sellers of their Partnership Interests or Member Interests
(and the purchase price paid will be net of the amount attributable to the
Partnership Interests and Member Interests held by such Persons, based on the total
GP Offer Price). The GP (or its designee) shall have thirty (30) days after receipt
of a Required Sale Notice to indicate the applicable GP Offer Price, if any, or such
right shall be deemed to have been waived; and the Investors shall, within fifteen
(15) days after receipt of notice of the GP Offer Price, notify the GP (“Election to
Sell Notice”) of the acceptance or rejection (by a Majority of the Investors) of the
GP Offer Price.




     (ii) If a Majority of Investors accepts a Qualifying Offer (other than an offer
arising from the GP’s right of first offer in clause (i) above), the GP (or its
designee) will have the right and option (but not an obligation) (the “GP Right of
First Refusal”) to purchase all of the Common Units and Member Interests then owned
by the Investors, exercisable by notice to the Investors (“Election to Purchase
Notice”) given no later than ten (10) business days after the GP is notified that a
Majority of Investors has accepted a Qualifying Offer; provided however, that the GP
Right of First Refusal shall not apply with respect to such Qualifying Offer if (A)
the GP (or its designee) did not indicate a GP Offer Price in the allowed time
period, (B) such Qualifying Offer is for a purchase price for a Sale of the Company
that is 115% or more of the GP Offer Price, or (C) if the GP Offer Price was less
than $200 million (as an enterprise value for a Sale of the Company, including the
value of the Partnership Interests and Member Interests held by QRC and its
Affiliates) and such Qualifying Offer is for a purchase price for a Sale of the
Company that is 105% or more of the GP Offer Price.



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     (iii) If GP (or its designee) purchases the Common Units and Member Interests
owned by the Investors (either pursuant to clause (i) or (ii) above), the purchase
price to be paid to the Investors will be an amount equal to the amount each
Investor would have received in accordance with the provisions of Section 3(b)
above, had the parties completed the Qualifying Offer approved by the Majority of
Investors on the terms and at the price indicated in the Qualifying Offer. Any
Common Units and Member Interests sold hereunder by the Investors to GP (or its
designee) shall be transferred free and clear of all liens and encumbrances (other
than encumbrances set forth in the Partnership Agreement or under applicable
securities laws). Closing of the purchase of the Common Units and Member Interests
by GP (or its designee) from the Investors shall occur within one hundred twenty
(120) days following delivery of the Election to Sell Notice or Election to Purchase
Notice, as the case may be. Until such closing, the Investors shall continue to
receive all distributions on the Common Units and Member Interests as provided
pursuant to the Partnership Agreement and the Limited Liability Company Agreement.
At the closing of such purchase, GP (or its designee) shall deliver the purchase
price by wire transfer of immediately available funds to an account to be designated
by each Investor, and each Investor shall execute and deliver such assignments,
bills of sale, and other documents, as reasonably requested by an in form and
substance satisfactory to, GP (or its designee).



     4. Limitations on Subsequent Sales of Common Units.




     (a) Minimum Issue Price. Without the written consent of a Majority of
Investors, the Company will not issue or sell any Common Units (or any securities
exercisable for or convertible into Common Units) at a price less than 115% of the Second
Round Issue Price except for (i) Class A Subordinated Units issued to QRC or its Affiliates
in exchange for additional asset contributions; provided, that such Class A Subordinated
Units may not be issued at a price less than the Issue Price and; provided, that the
purchase price for such additional asset contributions shall be approved by the Investor
Representatives and the Conflicts Committee, (ii) Common Units (or options therefor) issued
pursuant to the Long-Term Incentive Plan or employment agreements to which the Company (or
its controlled Affiliates) is a party, or (iii) Common Units issued pursuant to an IPO.




     (b) Adjustment to Issue Prices. If the Company at any time or from time to
time after the date hereof effects a subdivision of the outstanding Common Units, the
Original Issue Price and the Second Round Issue Price then in effect immediately before the
subdivision shall be proportionately decreased, and, conversely, if the Company at any time
or from time to time after the date hereof combines the outstanding Common Units into a
smaller number of Common Units, the Original Issue Price and the Second Round Issue Price
then in effect immediately before the combination shall be proportionately increased. Any
adjustment under this Section 4(b) shall become effective at the close of business on the
date the subdivision or combination becomes effective.



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     5. Acceleration of an Approved Sale Upon a Change of Control of QRC. If a Change of
Control of QRC occurs, a Majority of Investors shall have the right to provide the GP with a
Required Sale Notice and cause the GP to effect an Approved Sale in accordance with the provisions
of Section 3 hereto (subject to all of the terms and conditions thereof, including the GP Right of
First Refusal) if an IPO has not been completed by the Company no later than that number of days
after the Change of Control Date that is equal to one-half of the number of days from the Change of
Control Date until December 22, 2008.



     6. Tag-Along Rights.




     (a) If QRC and its Affiliates (the “QRC Transferors”) desire to dispose, in one or more
transactions, of all or substantially all of their collective Partnership Interests and
their collective Member Interests to a non-Affiliated third-party, then such QRC Transferors
shall offer to include in such proposed disposition a number of Partnership Interests and
Member Interests owned and designated by any Investor (each, a “Tag Offeree”), in each case
in accordance with the terms of this Section 6.




     (b) The QRC Transferors shall cause the third-party offer to be reduced to writing
(which writing shall include an offer to purchase or otherwise acquire Partnership Interests
and Member Interests from the Tag Offerees as required by this Section 6 and a time and
place designated for the closing of such purchase, which time shall not be less than twenty
(20) days after delivery of such notice and no more than ninety (90) days after such
delivery date) and shall send written notice of such third-party offer (the “Inclusion
Notice”) to each of the Tag Offerees.




     (c) Each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by
delivery of notice to the QRC Transferors at any time within ten (10) days after receipt of
the Inclusion Notice, together with the QRC Transferors, to sell pursuant to such
third-party offer, and upon the terms and conditions set forth in the Inclusion Notice, the
Partnership Interests and Member Interests requested to be included by such Tag Offeree.




     (d) The Tag Offerees and the QRC Transferors shall sell to the proposed transferee all
of the Partnership Interests and Member Interests proposed to be transferred by them, at not
less than the price and upon terms and conditions, if any, not more favorable, individually
and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the
time and place provided for the closing in the Inclusion Notice, or at such other time and
place as the Tag Offerees, the QRC Transferors, and the proposed transferee shall agree.




     (e) The QRC Transferors and the Tag Offerees that elect to, and do, participate in such
sale to the proposed transferee (a “Participating Tag Offeree”), shall apportion the
aggregate net proceeds from the sale of the respective Partnership Interests and Member
Interests among the Partners and Members so participating in such transaction in the same
amounts as if the full amount of the net proceeds received from the transferee are to be
distributed to and among the Partners and Members in accordance with the provisions of
Section 6.4(c) of the Partnership Agreement and Section 15.02 of the Limited Liability
Company Agreement (and assuming the prior satisfaction of the



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debts and obligations of the Company and GP, and further assuming that any Partnership
Interests and Member Interests that are not included in such sale shall be treated as if
they are not issued or outstanding for purposes of determining the apportionment of net
proceeds).



     7. Investors Right of First Refusal. If the QRC Transferors desire to dispose, in one
or more transactions, of all or less than all, but more than a majority of their collective Member
Interests (in a transaction or series of transactions that would not trigger the rights of the
Investors under Section 6 because the QRC Transferors are not also desiring to dispose of their
Partnership Interests) to a non-Affiliated third-party, Alerian and Swank will have the right and
option (but not an obligation) (the “Investor Right of First Refusal”) to purchase all, but not
less than all, such Member Interests being offered by the QRC Transferors, exercisable by notice to
such QRC Transferors given no later than ten (10) business days after such Investors are notified
that of the proposed sale of the Member Interests by such QRC Transferor. If both Swank and
Alerian elect to exercise their Investor Right of First Refusal, each will purchase one-half of the
Member Interests that the QRC Transferors propose to sell. Upon exercise by either or both of
Swank and Alerian of their Investor Right of First Refusal, the purchase price to be paid to such
QRC Transferors will be an amount equal to the amount such QRC Transferors would have received had
such QRC Transferors completed the sale of such Member Interests to the third-party. Any Member
Interests sold hereunder by any QRC Transferor to Swank and/or Alerian shall be transferred free
and clear of all liens and encumbrances (other than encumbrances set forth in the Limited Liability
Company Agreement or under applicable securities laws). Closing of the purchase of the Member
Interests by such Investors from such QRC Transferors shall occur within one hundred twenty (120)
days following delivery of the notice of election to exercise such Investor Right of First Refusal
as provided in this Section 7. At the closing of such purchase, Swank and/or Alerian shall deliver
the purchase price by wire transfer of immediately available funds to an account to be designated
by such QRC Transferors, and such QRC Transferors shall execute and deliver such assignments, bills
of sale, and other documents consistent with the third-party offer, as reasonably requested by and
in form and substance satisfactory to, such Investors.



     8. Obligation to Participate in Certain Sales.




     (a) If the QRC Transferors desire to dispose, in one or more transactions, of all of
their collective Partnership Interests and their collective Member Interests to a
non-Affiliated third-party in a transaction (a “Proposed Sale”), then the QRC Transferors
shall have the right and option to require that each of the Investors participate in and
sell all of their respective Partnership Interests and Member Interests in accordance with
the terms of this Section 8.




     (b) The QRC Transferors shall cause the third-party offer to be reduced to writing
(which writing shall include an offer to purchase or otherwise acquire Partnership Interests
and Member Interests from the Investors and the QRC Transferors as required in this Section
8 at a time and place designated for the closing of such purchase, which time shall not be
less than twenty (20) days after delivery of such notice and no more than ninety (90) days
after such delivery date) and shall send written notice of such third-party offer (the “Drag
Notice”) to each of the Investors. Notwithstanding the foregoing, unless



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otherwise expressly stated in writing by the QRC Transferors, a Drag Notice will not be
effective or deemed to have been given until the period has expired for the Tag Offerees to
provide notice of election to exercise their Inclusion Right, as provided in Section 6(c).




     (c) Upon receipt of a Drag Notice, each of the Investors shall (i) consent to, vote for
and raise no objections against, the Proposed Sale or the process to which the Proposed Sale
was arranged, (ii) waive any dissenters, appraisal and similar rights with respect thereto,
and (iii) agree to sell all of their Partnership Interests and Member Interests on the
applicable terms and conditions of the Proposed Sale.




     (d) The QRC Transferors and the Investors shall sell to the proposed transferee all of
their respective Partnership Interests and Member Interests at the price and upon the terms
and conditions, if any, not more favorable, individually and in the aggregate, to the
proposed transferee than those in the Drag Notice at the time and place provided for closing
in the Drag Notice, or at such other time and place as the Investors, the QRC Transferors,
and the proposed transferee shall agree.




The QRC Transferors and the Investors shall apportion the aggregate net proceeds from the
sale of their respective Partnership Interests and Member Interests among the Partners and
Members in the same amounts as if the full amount of the net proceeds received from the
transferee are to be distributed to and among the Partners and Members in accordance with
the provisions of Section 6.4(c) of the Partnership Agreement and Section 15.02 of the
Limited Liability Company Agreement (and assuming the prior satisfaction of the debts and
obligations of the Company and GP, and further assuming that any Partnership Interests and
Member Interests that are not included in such sale shall be treated as if they are not
issued or outstanding for purposes of determining the apportionment of net proceeds);
provided, however, that if, but only if, a Majority of Investors did not exercise the
Inclusion Right provided in Section 6.4(c), the amount of the net proceeds apportioned to
and among the Investors for their Partnership Interests and Member Interests shall not be
less than the amount required to provide each participating Original Investor with an IRR of
twenty-five percent (25%) with respect to the Partnership Interests and Member Interests
that were purchased by such Original Investor at the price and pursuant to the terms of the
Original Purchase Agreement and which Partnership Interests and Member Interests continue to
be held by such Original Investor and are included for sale in such transaction.



     9. Miscellaneous Provisions.




     (a) Term. Unless earlier terminated by agreement of the parties, this
Agreement shall terminate and be of no further force or effect upon the completion of an IPO
by the Company, provided, that the right of Alerian to designate a member of the Board of
Managers shall survive until such right is terminated pursuant to the terms of Section 2(a).




     (b) Amendment and Modification. Subject to applicable law, this Agreement may
be amended, modified or supplemented only by written agreement of Company, GP, QRC and a
Majority of Investors, provided, that any amendment of the terms of Section 2



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shall also require the written approval of Alerian and Swank, if such Person is still
entitled to designate a Board member (in accordance with the provisions of Section 2) at the
time of such amendment.




     (c) Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the benefits thereof
only by a written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.




     (d) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile transmission, or
mailed by a nationally recognized overnight courier or registered or certified mail (return
receipt requested), postage prepaid, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice, provided, that notices of a
change of address shall be effective only upon receipt thereof):


If to Company, GP or QRC, to:



Quest Midstream Partners, L.P.

9520 N. May Avenue, Suite 300

Oklahoma City, OK 73120

Attention: President

Telecopy: 405-840-9897



with copies (which shall not constitute notice) to:



Stinson Morrison Hecker LLP

1201 Walnut Street, Suite 2900

Kansas City, MO 64106-2150

Attention: Patrick J. Respeliers, Esq.

Telecopy: 816-691-3495



If to the Original Investors, to:



Alerian Capital Management

45 Rockefeller Plaza, 20th Floor

New York, NY 10111

Attention: Gabriel A. Hammond

Telecopy: 212-332-7806



with copies (which shall not constitute notice) to:




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Vinson & Elkins L.L.P.

First City Tower

1001 Fannin Street, Suite 2500

Houston, TX 77002

Attention: William N. Finnegan, IV

Telecopy: 713-615-5058



Swank Capital, LLC

3300 Oak Lawn Avenue, Suite 650

Dallas, TX 75219

Attention: Dan L. Spears

Telecopy: 214-219-2353



with copies (which shall not constitute notice) to:



Akin Gump Strauss Hauer & Feld

1111 Louisiana, 44th Floor

Houston, TX 77002

Attention: Christine LaFollette

Telecopy: 713-236-0822



Tortoise Capital Resources Corporation

10801 Mastin Boulevard

Suite 222

Overland Park, KS 66210

Attention: Dave Schulte

Telecopy: 913-981-1021



Huizenga Opportunity Partners, L.P.

2215 York Road

Suite 500

Oak Brook, IL 60523

Attention: Ronald G. Kenny

Telecopy: 630-990-2110



HCM Energy Holdings, LLC

2215 York Road

Suite 500

Oak Brook, IL 60523

Attention: Ronald G. Kenny

Telecopy: 630-990-2110




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If to the New Investors, to:



Alerian Capital Management

45 Rockefeller Plaza, 20th Floor

New York, NY 10111

Attention: Gabriel Hammond

Fax: (212) 332-7806



Bel Air MLP Energy Infrastructure Fund, LP

c/o Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219

Fax: (214) 219-2353



Tortoise Gas and Oil Corporation

10801 Mastin Blvd., Suite 222

Overland Park, KS 66210

Fax: (913) 981-1021



Dalea Partners, LP

c/o Riata Management LLC

4801 Gaillardia Parkway, Suite 225

Oklahoma City, OK 73142

Fax: (405) 286-6399



Hartz Capital MLP, LLC

c/o Hartz Capital, Inc.

400 Plaza Drive

Seacaucus, New Jersey 07094

Attention: Noah Lerner and Tim Terry

Fax: (201) 866-6387



ZLP Fund, L.P.

c/o Zimmer Lucas Partners, LLC.

Harborside Financial Center

Plaza 10, Suite 301

Jersey City, NJ 07311

Fax: (212) 440-0750



KED MME Investment Partners, LP

1800 Avenue of the Stars, Second Floor

Los Angeles, California 90067

Attention: David Shladovsky, Esq.

Facsimile: (310) 284-6490




12









 







with a copy (which shall not constitute notice) to:



KED MME Investment Partners, LP

1100 Louisiana, Suite 4550

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359



Eagle Income Appreciation Partners, L.P.

c/o Eagle Global Advisors

5847 San Felipe Road, Suite 930

Houston, TX 77057



Eagle Income Appreciation II, L.P.

c/o Eagle Global Advisors

5847 San Felipe Road, Suite 930

Houston, TX 77057



Citigroup Financial Products, Inc.

390 Greenwich St.

New York, NY 10013

Attn: Brendan O’Dea

Fax: (646) 291-1445



The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Jerome Baier

Fax: (414) 665-7124





     (e) Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party hereto, including by operation of law,
without the prior written consent of the other party (which may be withheld in its sole
discretion). Notwithstanding the immediately preceding sentence, each Investor may at any
time enter into one or more total return swaps with respect to such Investor’s Common Units
with a third party provided such transactions are exempt from registration under the
Securities Act.




     (f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (regardless of the laws that might
otherwise govern under applicable Delaware principles of conflicts of law) as to all
matters, including matters of validity, construction, effect, performance and remedies.



13









 






     (g) Facsimiles; Counterparts. This Agreement may be executed by facsimile
signatures by any party and such signature shall be deemed binding for all purposes hereof,
without delivery of an original signature being thereafter required. This Agreement may be
executed in one or more counterparts, each of which, when executed, shall be deemed to be an
original and all of which together shall constitute one and the same document.




     (h) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings between the parties with respect to such subject matter.




     (i) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be effective and valid
under applicable law but if any provision or portion of any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule
in any jurisdiction, such invalidity, illegality or unenforceability will not affect any
other provision or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained herein.




     (j) Third-party Beneficiaries. This Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and assigns.
None of the provisions of this Agreement shall be for the benefit of or enforceable by any
third-party, including any creditor of any party or any of their Affiliates. No such
third-party shall obtain any right under any provision of this Agreement or shall by reasons
of any such provision make any claim in respect of any liability (or otherwise) against
either party hereto.



[signature page follows]




 









 









     IN WITNESS WHEREOF, Company, GP and the Investors have caused this Agreement to be signed by
their respective duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	QUEST MIDSTREAM PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Quest Midstream GP, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jerry D. Cash
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry D. Cash	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST MIDSTREAM GP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jerry D. Cash
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry D. Cash	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry D. Cash	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Jerry D. Cash	 	 
	 	 	Title:	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALERIAN OPPORTUNITY PARTNERS IV, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ALERIAN OPPORTUNITY	 	 
	 	 	 	 	ADVISORS IV, LLC,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Gabriel Hammond
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gabriel Hammond	 	 
	 

	 	 	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALERIAN OPPORTUNITY PARTNERS IX, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ALERIAN OPPORTUNITY	 	 
	 	 	 	 	ADVISORS IX, LLC	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Gabriel Hammond
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gabriel Hammond	 	 
	 

	 	 	 	Title:
	 	Managing Member	 	 






[Signature Page to Amended and Restated Investors’ Rights Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	SWANK MLP CONVERGENCE FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK ENERGY INCOME ADVISORS, L.P.	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK CAPITAL, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 

	 	By:	 	/s/ Jerry V. Swank
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jerry V. Swank	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	SWANK INVESTMENT PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK ENERGY INCOME ADVISORS, L.P.	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK CAPITAL, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jerry V. Swank	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	THE CUSHING MLP OPPORTUNITY FUND I, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CARBON COUNTY PARTNERS I, LP	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CARBON COUNTY GP I, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jerry V. Swank	 	 
	 

	 	 	 	Title: Manager	 	 






[Signature Page to Amended and Restated Investors’ Rights Agreement]




 









 









	 	 	 	 	 	 	 
	 	 	THE CUSHING CP STRATEGIES FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CARBON COUNTY PARTNERS I, LP	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CARBON COUNTY GP I, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jerry V. Swank	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	BEL AIR MLP ENERGY INFRASTRUCTURE FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK ENERGY INCOME ADVISORS, L.P.	 	 
	 

	 	 	 	its investment advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SWANK CAPITAL, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jerry V. Swank	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	TORTOISE CAPITAL RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Edward Russell
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Edward Russell	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	TORTOISE GAS AND OIL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David J. Schulte
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David J. Schulte	 	 
	 

	 	Title:
	 	President & CEO	 	 






[Signature Page to Amended and Restated Investors’ Rights Agreement]




 









 











	 	 	 	 	 	 	 
	 	 	DALEA PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DALEA MANAGEMENT, LLC	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ N. Malone Mitchell, 3rd
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	N. Malone Mitchell, 3rd	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	HARTZ CAPITAL MLP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hartz Capital, Inc.,	 	 
	 

	 	 	 	Its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald J. Bangs
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ronald J. Bangs	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ZLP FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Zimmer Lucas Partners, LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Craig M. Lucas
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig M. Lucas	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	KED MME INVESTMENT PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KED MME Investment GP, LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James C. Baker
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James C. Baker	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amended and Restated Investors’ Rights Agreement]




 









 









	 	 	 	 	 	 	 
	 	 	EAGLE INCOME APPRECIATION PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Income Appreciation GP, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Global Advisors, LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Malcom Day
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Malcom Day	 	 
	 

	 	 	 	Title: Partner	 	 
	 
	 	 	 	 	 	 
	 	 	EAGLE INCOME APPRECIATION II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Income Appreciation GP, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Global Advisors, LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Malcom Day
	 

	 	 	 	 	 	 
	 

	 	 
	 	Name: Malcom Day	 	 
	 

	 	 
	 	Title: Partner	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP FINANCIAL PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bret Engelkemier
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Bret Engelkemier	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerome R. Baier	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jerome R. Baier	 	 
	 

	 	Title:
	 	Its Authorized Representative	 	 






[Signature Page to Amended and Restated Investors’ Rights Agreement]




 









 








EXHIBIT A




     1.1 Definitions. As used in this Agreement, the following terms have the meanings
specified or referred to in this Section 1.1:



          (1) “Affiliate” means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, a specified Person.
A Person shall be deemed to control another Person if such first Person possesses, directly or
indirectly, the power to direct, or cause the direction of, the management and policies of such
other Person, whether through the ownership of voting securities or other similar interests, by
contract or otherwise. For purposes of this Agreement, in no event shall any of the Investors be
considered an Affiliate of the Company, GP or QRC.



          (2) “Agreement” shall have the meaning set forth in the preamble.



          (3) “Alerian” shall have the meaning set forth in the preamble.



          (4) “Approved Sale” shall have the meaning set forth in Section 3(a).



          (5) “Board” shall mean the board of directors of the GP.



          (6) “Change of Control Date” shall mean the date that a Change of Control of QRC occurs.



          (7) “Change of Control of QRC” shall be deemed to have occurred upon, one or both of the
following events: (a) any “person” or “group” within the meaning of those terms as used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than an Affiliate of
QRC, becomes the beneficial owner, by way of merger, consolidation, recapitalization,
reorganization or otherwise, of 50% or more of the voting power or the outstanding equity interests
of QRC or (b) the sale or other disposition, including by liquidation or dissolution, of all or
substantially all of the assets of QRC in one or more transactions to any Person other than an
Affiliate.



          (8) “Class A Subordinated Units” shall have the meaning assigned to such term in the
Partnership Agreement.



          (9) “Closing Date” shall mean the date of this Agreement.



          (10) “Common Unit” shall have the meaning assigned to such term in the Partnership Agreement.



          (11) “Conflicts Committee” shall have the meaning assigned to such term in the Partnership
Agreement.



          (12) “Cushing GP Fund” shall have the meaning set forth in the preamble.



          (13) “Cushing MLP Fund” shall have the meaning set forth in the preamble.



 









 





          (14) “Drag Notice” shall have the meaning set forth in Section 8(c).



          (15) “Election to Purchase Notice” shall have the meaning set forth in Section 3(c).



          (16) “Election to Sell Notice” shall have the meaning set forth in Section 3(c).



          (17) “Fundamental Warranties” shall mean the covenants, representations and indemnities made
by a party in connection with an Approved Sale with respect to such party’s delivery and valid
ownership of its Partnership Interests and Member Interests, free of all liens and encumbrances
(other than those arising under applicable securities laws), and such party’s authority, power and
right to enter into and consummate such Approved Sale without violating any other agreements.



          (18) “GP Offer Price” shall have the meaning set forth in Section 3(c).



          (19) “GP Right of First Refusal” shall have the meaning set forth in Section 3(c).



          (20) “HOP” shall have the meaning set forth in the preamble.



          (21) “Huizenga” shall have the meaning set forth in the preamble.



          (22) “Inclusion Notice” shall have the meaning set forth in Section 6(b).



          (23) “Inclusion Right” shall have the meaning set forth in Section 6(c).



          (24) “Investor” and “Investors” shall have the meaning set forth in the preamble.



          (25) “Investor Representatives” shall mean Alerian and Swank; provided however, that if either
Investor Representative, together with its Affiliates no longer holds at least 500,000 Common
Units, such Investor Representative shall cease to be an Investor Representative; and provided
further, however, that if both Investor Representatives, together with their respective Affiliates,
no longer hold at least 500,000 Common Units, replacement Investor Representative shall be chosen
by a Majority of Investors.



          (26) “Investor Right of First Refusal” shall have the meaning set forth in Section 7.



          (27) “IPO” shall have the meaning assigned to such term in the Partnership Agreement.



          (28) “IRR” means, as of any date of determination, the per annum discount rate at which the
sum of the following cash flows is equal to zero (assuming discounting on the basis of a year of
three hundred sixty-five (365) days and actual days elapsed): (i) the aggregate amount paid by an
Original Investor to the Company pursuant to the terms of the Original Purchase Agreement for
Partnership Interests and Member Interests that continue to be held (the



 









 







“retained interests”) by such Investor and will be included in a Proposed Sale transaction
(which amount will be deemed to be negative for purposes of this calculation), and (ii) the
aggregate amount of distributions and payments made by the Company and GP to such Investor and its
Affiliates with respect to such retained interests.



          (29) “Limited Liability Company Agreement” shall mean the Amended and Restated Limited
Liability Company Agreement of GP, dated as of December 22, 2006.



          (30) “Long Term Incentive Plan” means any long term incentive plan adopted by the Board of
Directors of the GP and prior to an IPO, with the approval of the Investor Representatives.



          (31) “Majority of Investors” shall mean the holders of a majority of the Common Units owned by
the Investors.



          (32) “Majority of Original Investors” shall mean the holders of a majority of the Common Units
owned by the Original Investors.



          (33) “Majority of Second Round Investors” shall mean the holders of a majority of the Common
Units owned by the Second Round Investors.



          (34) “Member Interests” shall mean a unit of Member Interest in GP, having the rights and
privileges indicated in the Limited Liability Company Agreement



          (35) “Members” shall mean the Members of GP.



          (36) “New Investors” shall have the meaning set forth in the preamble.



          (37) “Original Investors” shall have the meaning set forth in the preamble.



          (38) “Original Investors’ Rights Agreement” shall have the meaning set forth in the recitals.



          (39) “Original Issue Price” shall mean $18.50 per Common Unit, subject to adjustment as
provided in Section 4(b).



          (40) “Original Purchase Agreement” shall have the meaning set forth in the recitals.



          (41) “Participating Tag Offeree” shall have the meaning set forth in Section 6(e).



          (42) “Partners” shall have the meaning assigned to such term in the Partnership Agreement.



          (43) “Partnership Agreement” shall mean the Second Amended and Restated Limited Partnership
Agreement of Quest Midstream Partners, L.P. dated as of the date hereof.



 









 





          (44) “Partnership Interest” shall have the meaning assigned to such term in the Partnership
Agreement.



          (45) “Person” means any individual, partnership, joint venture, corporation, limited liability
company, limited liability partnership, trust, unincorporated organization or Governmental
Authority or any department or agency thereof.



          (46) “pro rata share” shall have the meaning set forth in Section 3(b).



          (47) “Proposed Sale” shall have the meaning set forth in Section 8(a).



          (48) “QRC” shall have the meaning set forth in the preamble.



          (49) “QRC Transferors” shall have the meaning set forth in Section 6(a).



          (50) “Related Party” shall mean as to any specified Person, (i) any Person beneficially
owning, directly or indirectly, ten percent (10%) or more of the outstanding voting securities or
similar interests of such Person, or (ii) any Person ten percent (10%) or more of whose outstanding
voting securities or similar interests are beneficially owned by such other Person. For purposes
of this Agreement, in no event shall any of the Investors be deemed a Related Party of QRC, the
Company or GP.



          (51) “Required Sale Notice” shall have the meaning set forth in Section 3(a).



          (52) “Sale of the Company” means a sale of the Company pursuant to which any third-party or
parties will acquire, directly or indirectly (including through acquisition of the Member Interests
or the assets of GP) (i) all or substantially all of the Partnership Interests, whether by merger,
consolidation or sale or transfer of the Partnership Interests, or (ii) all or substantially all of
the Company’s assets.



          (53) “Second Round Investors” shall have the meaning set forth in the preamble.



          (54) “Second Round Issue Price” shall mean $20.00 per Common Unit, subject to adjustment as
provided in Section 4(b).



          (55) “Second Round Purchase Agreement” shall have the meaning set forth in the recitals.



          (56) “SIP” shall have the meaning set forth in the preamble.



          (57) “Swank” shall have the meaning set forth in the preamble.



          (58) “Tag Offeree” shall have the meaning set forth in Section 6(a).



     1.2 Interpretations. Unless expressly provided for elsewhere in this Agreement, this
Agreement shall be interpreted in accordance with the following provisions:



 









 





          (1) no consideration may be given to the captions of the articles, sections or subsections,
all of which are inserted for convenience in locating the provisions of this Agreement and not as
an aid in its construction;



          (2) no consideration may be given to the fact or presumption that one party had a greater or
lesser hand in drafting this Agreement;



          (3) examples are not to be construed to limit, expressly or by implication, the matter they
illustrate;



          (4) the word “includes” and its derivatives means “includes, but is not limited to,” and
corresponding derivative expressions;



          (5) a defined term has its defined meaning throughout this Agreement and each exhibit and
schedule to this Agreement, regardless of whether it appears before or after the place where it is
defined;



          (6) the meanings of the defined terms are applicable to both the singular and plural forms
thereof;



          (7) all references to prices, values or monetary amounts refer to United States dollars;



          (8) all references to articles, sections, subsections, paragraphs, clauses, exhibits or
schedules refer to articles, sections, subsections, paragraphs and clauses of this Agreement, and
to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;



          (9) each exhibit and schedule to this Agreement is a part of this Agreement and references to
the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except
to the extent that the context indicates otherwise, but if there is any conflict or inconsistency
between the main body of this Agreement and any exhibit or schedule, the provisions of the main
body of this Agreement will prevail;



          (10) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import
refer to this Agreement as a whole and not to any particular article, section, subsection or other
subdivision, unless expressly so limited;



          (11) the word “or” is disjunctive but not necessarily exclusive; and



          (12) all references to agreements or Laws are deemed to refer to such agreements or Laws as
amended or as in effect at the applicable time.