exv10w1



 





Exhibit 10.1




EXECUTION VERSION




PURCHASE AGREEMENT




BY AND AMONG




QUEST MIDSTREAM PARTNERS, L.P.,




QUEST MIDSTREAM GP, LLC,




QUEST RESOURCE CORPORATION,




ALERIAN OPPORTUNITY PARTNERS IX, L.P.,




BEL AIR MLP ENERGY INFRASTRUCTURE FUND, LP,




TORTOISE CAPITAL RESOURCES CORPORATION,




TORTOISE GAS AND OIL CORPORATION,




DALEA PARTNERS, LP,




HARTZ CAPITAL MLP, LLC,




ZLP FUND, L.P.,




KED MME INVESTMENT PARTNERS, LP,




EAGLE INCOME APPRECIATION PARTNERS, L.P.,




EAGLE INCOME APPRECIATION II, L.P.,




CITIGROUP FINANCIAL PRODUCTS, INC.




AND




THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY




October 16, 2007




 









 






Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I.
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INTERPRETATIONS
	 	 	 	 
	1.1. Definitions
	 	 	1	 
	1.2. Interpretations
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II.
	 	 	 	 
	 
	 	 	 	 
	PURCHASE AND SALE OF COMMON UNITS
	 	 	 	 
	2.1. Purchase and Sale of Common Units
	 	 	2	 
	2.2. Time and Place of Closing
	 	 	2	 
	2.3. Conditions to the Closing
	 	 	3	 
	2.4. Deliveries Upon Execution of this Agreement
	 	 	4	 
	2.5. Documents and Funds Held in Escrow
	 	 	5	 
	2.6. Deliveries at Closing
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III.
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF QRC
	 	 	 	 
	3.1. Organization; Qualification
	 	 	7	 
	3.2. Authority; Enforceability
	 	 	7	 
	3.3. No Violation; Consents and Approvals
	 	 	8	 
	3.4. Class A Subordinated Units and Class B Subordinated Units
	 	 	8	 
	3.5. Material Contracts
	 	 	8	 
	3.6. Permits
	 	 	9	 
	3.7. Independent Petroleum Engineer
	 	 	9	 
	3.8. No Labor Dispute
	 	 	9	 
	3.9. Employee Benefit Plans
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV.
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF ISSUER
	 	 	 	 
	4.1. Organization; Qualification
	 	 	10	 
	4.2. Authority; Enforceability
	 	 	11	 
	4.3. No
Violation; Consents and Approvals
	 	 	11	 
	4.4. Capitalization
	 	 	12	 
	4.5. No Subsidiaries
	 	 	13	 
	4.6. GP Formation and Ownership
	 	 	13	 
	4.7. Ownership of GP Interest in Issuer
	 	 	13	 
	4.8. Incentive Distribution Rights
	 	 	13	 
	4.9. Ownership of Bluestem
	 	 	13	 
	4.10. Issuance of the Indicated Units
	 	 	14	 
	4.11. Financial Statements
	 	 	14	 
	4.12. Accounting Firm
	 	 	15	 
	4.13. Absence of Certain Changes or Events
	 	 	15	 
	4.14. Compliance with Law
	 	 	15	 






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Table of Contents





	 	 	 	 	 
	 	 	Page
	4.15. No Default
	 	 	15	 
	4.16. Real Property; Rights of Way
	 	 	16	 
	4.17. Personal Property
	 	 	17	 
	4.18. Insurance
	 	 	17	 
	4.19. Environmental Matters
	 	 	17	 
	4.20. Material Contracts
	 	 	18	 
	4.21. Legal Proceedings
	 	 	18	 
	4.22. Permits
	 	 	19	 
	4.23. Taxes
	 	 	19	 
	4.24. Employee Benefit Plans
	 	 	19	 
	4.25. Affiliate Contracts; Sufficiency of Assets
	 	 	20	 
	4.26. Restrictions on Distributions
	 	 	20	 
	4.27. Private Placement
	 	 	21	 
	4.28. Registration Rights
	 	 	21	 
	4.29. Investment Company
	 	 	21	 
	4.30. No Side Agreements
	 	 	21	 
	4.31. Qualifying Income
	 	 	21	 
	4.32. Disclosure
	 	 	21	 
	4.33. Brokers’ Fee
	 	 	21	 
	4.34. Books and Records; Internal Controls
	 	 	21	 
	4.35. No Labor Dispute
	 	 	22	 
	 
	 	 	 	 
	ARTICLE V.
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF BUYER
	 	 	 	 
	5.1. Organization
	 	 	22	 
	5.2. Authority Relative to this Agreement
	 	 	22	 
	5.3. Consents and Approvals; No Violation
	 	 	22	 
	5.4. Acquisition for Investment; Due Diligence
	 	 	23	 
	5.5. No Side Agreements
	 	 	23	 
	5.6. Brokers’ Fee
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VI.
	 	 	 	 
	 
	 	 	 	 
	COVENANTS OF THE PARTIES
	 	 	 	 
	6.1. Expenses
	 	 	24	 
	6.2. Partnership Matters
	 	 	24	 
	6.3. Use of Proceeds from Sale of the Indicated Units
	 	 	25	 
	6.4. Integration
	 	 	25	 
	6.5. Further Assurances
	 	 	25	 
	6.6. Public Statements
	 	 	25	 
	6.7. No Implied Representations
	 	 	26	 
	6.8. Independent Nature of Buyer’s Obligations and Rights
	 	 	26	 
	6.9. Tax Shield
	 	 	27	 






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Table of Contents





	 	 	 	 	 
	 	 	Page
	ARTICLE VII.
	 	 	 	 
	 
	 	 	 	 
	INDEMNIFICATION
	 	 	 	 
	7.1. Survival
	 	 	27	 
	7.2. Indemnification Obligations of QRC and Issuer
	 	 	27	 
	7.3. Indemnification Obligations of Buyer
	 	 	28	 
	7.4. Indemnification Procedures and Limitations
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VIII.
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	8.1. Amendment and Modification
	 	 	30	 
	8.2. Waiver of Compliance; Consents
	 	 	30	 
	8.3. Notices
	 	 	30	 
	8.4. Assignment
	 	 	31	 
	8.5. Governing Law
	 	 	32	 
	8.6. Facsimiles; Counterparts
	 	 	32	 
	8.7. Entire Agreement
	 	 	32	 
	8.8. Severability
	 	 	32	 
	8.9. Third Party Beneficiaries
	 	 	32	 







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EXECUTION VERSION




PURCHASE AGREEMENT




     This PURCHASE AGREEMENT, dated as of October 16, 2007 (this “Agreement”), is made and entered
into by and among Quest Midstream Partners, L.P., a Delaware limited partnership (“Issuer”), Quest
Midstream GP, LLC, a Delaware limited liability company (“GP”), Quest Resource Corporation, a
Nevada corporation (“QRC”), and Alerian Opportunity Partners IX, L.P., Bel Air MLP Energy
Infrastructure Fund, LP, Tortoise Capital Resources Corporation, Tortoise Gas and Oil Corporation,
Dalea Partners, LP, Hartz Capital MLP, LLC, ZLP Fund, L.P., KED MME Investment Partners, LP,
Eagle Income Appreciation Partners, L.P., Eagle Income Appreciation II, L.P., Citigroup Financial
Products, Inc. and The Northwestern Mutual Life Insurance Company (each sometimes referred to
herein as a “Buyer” and collectively as the “Buyers”).



     WHEREAS, on the terms and conditions contained in this Agreement and pursuant to Section 4(2)
of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D
promulgated under the Securities Act, each Buyer desires to purchase from Issuer, and Issuer
desires to issue and sell to such Buyer the number of the Issuer’s Common Units specified for each
Buyer in Section 2.1 of this Agreement;



     WHEREAS, Issuer desires to sell up to 3,750,000 Common Units and the Buyers desire to purchase
such Common Units from Issuer in accordance with the provisions of this Agreement; and



     WHEREAS, Issuer has agreed to provide Buyers with certain registration rights with respect to
the Common Units acquired pursuant to this Agreement;



     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 as follows:



ARTICLE I.

DEFINITIONS AND INTERPRETATIONS




     1.1. Definitions. Unless otherwise provided to the contrary in this Agreement,
capitalized terms in this Agreement have the meanings set forth in the Section 1.1 of Exhibit A.



     1.2. Interpretations. 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.



 









 






ARTICLE II.

PURCHASE AND SALE OF COMMON UNITS




     2.1. Purchase and Sale of Common Units. Upon the terms contained in this Agreement,
each Buyer, severally and not jointly, hereby agrees to purchase from Issuer, and Issuer agrees to
issue and sell to each Buyer, the number of Common Units set forth below opposite such Buyer’s name
(such number of Common Units to be purchased by each respective Buyer is referred to as the
“Indicated Units”). Each Buyer will pay a purchase price of $20.00 per Common Unit for its
Indicated Units resulting in an aggregate purchase price for each Buyer in the amount indicated
below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 
	 	 	Number of Common Units	 	 	Purchase Price for	 
	Buyer	 	(“Indicated Units”)	 	 	Common Units	 
	Alerian Opportunity
Partners IX, L.P.
	 	 	500,000	 	 	$	10,000,000	 
	Bel Air MLP Energy
Infrastructure Fund, LP
	 	 	150,000	 	 	$	3,000,000	 
	Tortoise Capital
Resources Corporation
	 	 	235,000	 	 	$	4,700,000	 
	Tortoise Gas and Oil
Corporation
	 	 	465,000	 	 	$	9,300,000	 
	Dalea Partners, LP
	 	 	300,000	 	 	$	6,000,000	 
	Hartz Capital MLP, LLC
	 	 	200,000	 	 	$	4,000,000	 
	ZLP Fund, L.P.
	 	 	250,000	 	 	$	5,000,000	 
	KED MME Investment
Partners, LP
	 	 	350,000	 	 	$	7,000,000	 
	Eagle Income Appreciation
Partners, L.P.
	 	 	322,500	 	 	$	6,450,000	 
	Eagle Income Appreciation
II, L.P.
	 	 	102,500	 	 	$	2,050,000	 
	Citigroup Financial
Products, Inc.
	 	 	625,000	 	 	$	12,500,000	 
	The Northwestern Mutual
Life Insurance Company
	 	 	250,000	 	 	$	5,000,000	 
	 
	 	 	 	 	 	 
	TOTAL
	 	 	3,750,000	 	 	$	75,000,000	 
	 
	 	 	 	 	 	 




The aggregate purchase price to be paid by each respective Buyer for Common Units (as reflected in
Section 2.1) is referred to as the “Indicated Purchase Price.”




     2.2. Time and Place of Closing. Completion of the transactions referred to in this
Article II (the “Closing”) will take place at the offices of Stinson Morrison Hecker LLP, 1201
Walnut Street, Kansas City, Missouri 64106 on or immediately prior to the closing of the
acquisition by Issuer of certain interstate transmission pipelines located in Kansas and Oklahoma
of Enbridge Midcoast Energy, L.P. (the “Asset Purchase”) pursuant to the Purchase and Sale
Agreement dated October 9, 2007 (the “Purchase and



2









 







Sale Agreement”). Such date is referred to as
the “Closing Date.” Issuer shall provide to Escrow Agent and each Buyer four Business Days prior
written notice of the Closing (“Closing Notice”).



     2.3. Conditions to the Closing .




     (a) Mutual Conditions. The respective obligation of each party to consummate
the purchase and the issuance and sale of the Indicated Units shall be subject to the
satisfaction on or prior to the Closing Date of each of the following conditions (any or
all of which may be waived by a particular party on behalf of itself in writing, in whole
or in part, to the extent permitted by applicable law):




          (i) no statute, rule, order, decree or regulation shall have been enacted or
promulgated, and no action shall have been taken, by or before any governmental authority
of competent jurisdiction that temporarily, preliminarily or permanently restrains,
precludes, enjoins or otherwise prohibits the consummation of the Transactions or makes the
Transactions illegal;




          (ii) there shall not be pending any suit, action or proceeding by or before any
governmental authority seeking to restrain, preclude, enjoin or prohibit the Transactions;
and




          (iii) all conditions to the closing of the Asset Purchase pursuant to the Purchase and
Sale Agreement have been met or waived and the Asset Purchase will close contemporaneously
with the issuance and sale of the Indicated Units contemplated by this Agreement.




     (b) Buyers’ Conditions. The obligation of the Buyers to consummate the
purchase of the Indicated Units shall be subject to the satisfaction on or prior to the
Closing Date of each of the following conditions:




          (i) the representations and warranties of QRC, the Issuer and GP contained in this
Agreement shall be true and correct in all material respects (except that (x) those
representations and warranties that are qualified by materiality and (y) the
representations and warranties of the Issuer and GP contained in Sections 4.11 and 4.13
shall be true and correct in all respects) both when made and at and as of the Closing
Date, as if made at and as of such time
(except to the extent expressly made as of an earlier date, in which case as of such
date),




          (ii) the Partnership Parties and QRC shall have performed and complied with the
covenants and agreements contained in this Agreement which are required to be performed and
complied with prior to the Closing,




          (iii) Buyer shall have received a certificate signed on behalf of each of Issuer and
GP indicating that the conditions set forth in clause (i) and clause (ii) have been
satisfied at and as of Closing, and



3









 






          (iv) QRC, Issuer and GP shall have delivered, or caused to be delivered, at the
Closing, the closing deliveries described in Section 2.6.



          (c) The Partnership Parties’ Conditions. The obligation of the Partnership Parties to
consummate the sale of the Indicated Units shall be subject to the representations and warranties
of the Buyers contained in this Agreement being true and correct in all material respects both when
made and at and as of the Closing Date, as if made at and as of such time (except to the extent
expressly made as of an earlier date, in which case as of such date). Each Buyer shall deliver to
Issuer a certificate signed on behalf of such Buyer indicating that the foregoing condition has
been satisfied at and as of Closing.




     2.4. Deliveries Upon Execution of this Agreement, Upon Receipt of Closing Notice and Upon
Closing. Subject to the terms and conditions hereof, the following shall occur:




     (a) Upon the execution of this Agreement, each Buyer shall deliver, or cause to be
delivered, to Issuer, this Agreement, which shall have been duly executed by such Buyer.




     (b) Not later than two Business Days following receipt by Buyer of the Closing Notice,
each Buyer shall deliver, or cause to be delivered to Issuer the Escrow Agreement
substantially in the form of Exhibit B (the “Escrow Agreement”), which shall have been duly
executed by Buyer.




     (c) Not later than two Business Days following receipt by Buyer of the Closing Notice,
each Buyer shall deliver, or cause to be delivered, to Escrow Agent:




          (i) the Escrow Agreement, which shall have been duly executed by such Buyer; and




          (ii) the Indicated Purchase Price for the Indicated Units to be purchased by such
Buyer, such delivery to be made by wire transfer of immediately available funds to the
Escrow Account.




     (d) Not later than two Business Days following receipt by Buyer of the Closing Notice,
each Buyer shall deliver, or cause to be delivered, to Stinson Morrison Hecker LLP;




          (i) the First Amendment to Registration Rights Agreement in the form of Exhibit C (the
“First Amendment to Registration Rights Agreement”), which shall have been duly executed by
such Buyer;




          (ii) the Second Amended and Restated Limited Partnership Agreement, in the form of
Exhibit D (the “Partnership Agreement”), which shall have been duly executed by such Buyer;
and



4









 






          (iii) the Amended and Restated Investors’ Rights Agreement, in the form of Exhibit E
(the “Investors’ Rights Agreement”), which shall have been duly executed by such Buyer.




     (e) Upon the execution of this Agreement, Issuer and, where applicable, GP and QRC
shall deliver, or cause to be delivered, to each Buyer:




          (i) this Agreement, which shall have duly executed by Issuer, GP and QRC;




          (ii) certificates of the Secretary of State of the State of Delaware, each dated a
recent date, that each of the Partnership Parties is in good standing; and




          (iii) a certificate of the Secretary of State of the State of Nevada, dated a recent
date, that QRC is in good standing.




     (f) In connection with its delivery of the Closing Notice, Issuer shall deliver, or
cause to be delivered, to each Buyer, the Escrow Agreement, which shall have been duly
executed by Issuer.




     (g) Concurrently with the delivery by Issuer of the Closing Notice, Issuer shall
deliver, or cause to be delivered, to the Escrow Agent, the Escrow Agreement, which shall
have been duly executed by Issuer.




     (h) Concurrently with the delivery by Issuer of the Closing Notice, Issuer and, where
applicable, GP and QRC shall deliver, or cause to be delivered, to Stinson Morrison Hecker
LLP:




          (i) the First Amendment to Registration Rights Agreement, which shall have been duly
executed by Issuer;




          (ii) the Partnership Agreement, which shall have been duly executed by Issuer and GP;
and




          (iii) the Investors’ Rights Agreement, which shall have been duly executed by Issuer,
GP and QRC.




     (i) The parties shall each deliver such other certificates, consents and documents
required to be delivered by such party upon execution of this Agreement, if any.



     2.5. Documents and Funds Held in Escrow. Stinson Morrison Hecker LLP shall hold in
escrow pending Closing those documents specifically delivered to it pursuant to Section 2.4.
Pursuant to the Escrow Agreement, Escrow Agent shall hold in escrow the Indicated Purchase Price
for the Indicated Units to be purchased by each Buyer. Pursuant to the Escrow Agreement, the
Escrow Agent shall distribute such funds



5









 







and such documents only in accordance with the directions
set forth in the Escrow Agreement.



     2.6. Deliveries at Closing. At or immediately prior to the Closing, subject to the
terms and conditions hereof, the following shall occur:




     (a) Issuer shall deliver, or cause to be delivered, to Escrow Agent:




          (i) a certificate of Issuer (A) certifying that the Asset Purchase will close
concurrent with or immediately following the Closing of the purchase of the Indicated Units
hereunder and (B) directing the Escrow Agent to release the Indicated Purchase Price to
Issuer for the Indicated Units to be purchased by each Buyer; and




          (ii) such other documents required by Escrow Agent pursuant to the Escrow Agreement.




     (b) Escrow Agent shall disburse to Issuer pursuant to the Escrow Agreement the
Indicated Purchase Price for the Indicated Units to be purchased by each Buyer.




     (c) Issuer shall direct Stinson Morrison Hecker LLP to release from escrow to Issuer,
GP, QRC and each Buyer, as applicable, those documents held by Stinson Morrison Hecker LLP
described in Section 2.4.




     (d) Issuer and, where applicable, GP and QRC shall deliver, or cause to be delivered,
to each Buyer:




          (i) the Indicated Units to be purchased by such Buyer by delivery of certificates
evidencing such Indicated Units meeting the requirements of the Partnership Agreement, all
free and clear of any liens, encumbrances, security interests, equities, charges or claims
of any other Person or other restrictions whatsoever (other than those arising under the
Partnership Agreement or state or federal laws), and subject to the terms and conditions
thereof;




          (ii) a tax opinion addressed to such Buyer from Stinson Morrison Hecker LLP, dated as
of the Closing, substantially in the form and substance attached hereto as Exhibit F;




          (iii) an opinion addressed to such Buyer from Stinson Morrison Hecker LLP, dated as of
the Closing, substantially in the form and substance attached hereto as Exhibit G;




          (iv) an opinion addressed to such Buyer from Brownstein Hyatt Farber Schreck, P.C.,
dated as of the Closing, substantially in the form and substance attached hereto as Exhibit
H;



6









 






          (v) a certificate of Issuer, in the form of Exhibit I, which shall have been duly
executed by the Chief Executive Officer and Chief Financial Officer of Issuer;




          (vi) a certificate of QRC, in the form of Exhibit J, which shall have been duly
executed by the Chief Executive Officer and Chief Financial Officer of QRC; and




          (vii) certificates of the Secretary of State of the State of Delaware, each dated a
recent date, that each of the Partnership Parties is in good standing; and




          (viii) a certificate of the Secretary of State of the State of Nevada, dated a recent
date, that QRC is in good standing.




     (e) The parties shall each deliver such other certificates, consents and documents
required to be delivered by such party at or prior to the Closing Date pursuant to this
Agreement or otherwise required in connection herewith.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF QRC




     Except as set forth in the Disclosure Schedule, QRC, hereby represents and warrants to each
Buyer that, after giving effect to the issuance and sale of the Indicated Units, on the date
hereof, and as of the Closing (without giving effect to the Acquired Entities, the Asset Purchase
or any matters related thereto), respectively, as follows:



     3.1. Organization; Qualification. QRC is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has all requisite corporate
power and authority to own, lease and operate it properties and to carry on its business as is now
being conducted. QRC is duly qualified, registered or licensed to do business as a corporation and
is in good standing in each jurisdiction in which the property owned, leased or operated by it or
the nature of the business
conducted by it makes such qualification necessary, except where the failure to be so duly
qualified, registered or licensed and in good standing would not have or be reasonably expected to
have, individually or in the aggregate, a material adverse effect upon the business, financial
condition or results of operations of QRC and its Subsidiaries, taken as a whole, except for any
effect resulting from changes in general economic, political or business conditions which affect
QRC and its Subsidiaries in a similar manner to their competitors (a “QRC Material Adverse
Effect”).



     3.2. Authority; Enforceability. QRC has the corporate, power and authority to execute
and deliver the Transaction Documents to which it is a party, and to consummate the Transactions
contemplated by such Transaction Documents. The execution and delivery by QRC of the Transaction
Documents to which it is a party, and the consummation by QRC of the Transactions have been duly
and validly authorized by QRC and no other proceedings on the part of QRC is necessary to authorize
the Transaction Documents to which it is a party or to consummate the transactions



7









 







contemplated
hereby or thereby. Each of the Transaction Documents to which QRC is a party have been duly
executed and delivered by QRC and, each Transaction Document to which it is a party constitutes the
valid and binding agreement of QRC, and is enforceable against QRC in accordance with their terms,
except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights
generally and by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to
indemnification and contribution and an implied covenant of good faith and fair dealing.



     3.3. No Violation; Consents and Approvals. The execution, delivery and performance of
the Transaction Documents to which it is a party by QRC and the consummation of the Transactions
contemplated by such Transaction Documents do not and will not: (i) result in any breach of any
provision of the articles of incorporation or other organizational or charter documents of QRC;
(ii) constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or give rise to any right of termination, cancellation, amendment or acceleration
(with or without notice, lapse of time or both) under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which
QRC is a party or by which any property or asset of QRC is bound or affected, except to the extent
that such default, termination, amendment, acceleration or cancellation right would not have or be
reasonably expected to have, individually or in the aggregate, a QRC Material Adverse Effect; (iii)
result in a violation of any law, statute, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which QRC is subject (including federal
and state securities laws and regulations) or by which any property or asset of QRC is bound or
affected, except to the extent that such violation would not have or be reasonably expected to
have, individually or in the aggregate, a QRC Material Adverse Effect; or (iv) except as set forth
in the Partnership Agreement, result or will result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of QRC,
which liens would have, individually or in the aggregate, a QRC Material Adverse Effect, as
the case may be.



     3.4. Class A Subordinated Units and Class B Subordinated Units. Immediately after the
Closing, QRC will own 35,134 Class A Subordinated Units representing a 0.25% limited partner
interest in Issuer and 4,900,000 Class B Subordinated Units representing a 35.44% limited partner
interest in Issuer. Except as set forth in Section 3.4 of the Disclosure Schedule, QRC
owns such Class A Subordinated Units and Class B Subordinated Units free and clear of all liens,
encumbrances, security interests, equities, charges and other claims (except for the requirements
of applicable securities laws on transferability and for the restrictions and requirements of the
Transaction Documents).



     3.5. Material Contracts. Except as set forth in Section 3.5 of the Disclosure
Schedule, (a) each Material Contract to which QRC is a party is valid, binding and enforceable
in accordance with its terms, and is in full force and effect, (b) QRC has not received any notice
of default of QRC or any Partnership Party under any Material Contract in the 12-month period prior
to the date of this Agreement, (c) there are no uncured defaults of QRC or any Partnership Party
under any Material Contract to which



8









 







QRC is a party that would give the counterparty thereof the
right to terminate such Material Contract, and (d) to QRC’s Knowledge, there are no material
defaults by any of the counterparties to such Material Contracts, in each case under clauses (a)
through (d) above, except as would not have or be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect.



     3.6. Permits. QRC has all material permits, licenses, franchises and other
governmental authorizations, consents and approvals, other than with respect to Environmental Laws,
necessary to operate its business as presently operated (collectively, “Permits”), except where the
failure to have such Permits would not have or be reasonably expected to have individually or in
the aggregate, a Material Adverse Effect. QRC has not received any written notification that it is
in violation of any Permits, except for notifications of violations which would not have or be
reasonably expected to have individually or in the aggregate, a Material Adverse Effect. QRC is in
compliance with all Permits, except where such noncompliance would not have or be reasonably
expected to have individually or in the aggregate, a Material Adverse Effect.



     3.7. Independent Petroleum Engineer. Cawley, Gillespie & Associates, Inc., is, as, of
the date hereof, an independent petroleum engineer with respect to QRC. The information underlying
the estimates of reserves of the QRC and its subsidiaries, which was supplied by QRC to Cawley,
Gillespie & Associates, Inc. for purposes of preparing the reserve reports and estimates of QRC,
including, without limitation, production, costs of operation and development, current prices for
production, agreements relating to current and future operations and sales of production, was true
and
correct in all material respects on the dates such estimates were made and such information
was supplied and was prepared in accordance with customary industry practices; except as set forth
in Section 3.7 of the Disclosure Schedule, QRC is not aware of any facts or circumstances
that would result in a material adverse change in the reserves, or the present value of future net
cash flows therefrom, as reflected in reserve estimates provided by QRC to the Buyers.



     3.8. No Labor Dispute. No labor disturbance by the employees of QRC exists or, to
QRC’s knowledge, is imminent that could reasonably be expected to have a Material Adverse Effect.



     3.9. Employee Benefit Plans.




     (a) Section 3.9 of the Disclosure Schedule sets forth a list of each plan,
program and arrangement, whether written or unwritten, that is sponsored, maintained or
contributed to by QRC for the benefit of current or former employees of a Partnership
Party, that provides for pension, retirement, profit-sharing, savings, bonus, deferred or
incentive compensation, including, without limitation, any restricted stock/unit,
stock/unit option or stock/unit appreciation right benefit plan (each a “QRC Benefit
Plan”). Section 3.9 of the Disclosure Schedule identifies any QRC Benefit Plan
that is sponsored or maintained by QRC.



9









 






     (b) With respect to each QRC Benefit Plan and any QRC Benefit Plan previously
sponsored, maintained or contributed to by QRC or their Affiliates, no event has occurred,
and there exists no condition or set of circumstances in connection with which QRC could,
directly or indirectly (through any entity which is under common control with QRC within
the meaning of Code Section 414(b), (c), (m), (o) or (t)) be subject to any material
liability under ERISA, the Code or any other applicable law, except liability for benefits
claims and funding obligations payable in the ordinary course.




     (c) QRC does not contribute to nor does QRC or have any obligation to contribute to,
and QRC has not at any time within six (6) years prior to the date of the Transactions
contributed to or had an obligation to contribute to, a “multiemployer plan” within the
meaning of Section 3(37) of ERISA or a plan subject to Title IV of ERISA. No QRC Benefit
Plan provides or promises to provide retiree medical, dental or life insurance benefits to
any current or former employee of any Partnership Party, other than pursuant to the
continuation coverage requirements of Section 4980B of the Code and Sections 601 – 608 of
ERISA.




     (d) In connection with the consummation of the Transactions, no payments of money or
other property, acceleration of benefits, or provisions of other rights have or will be
made hereunder, under any agreement contemplated
herein, or under the QRC Benefit Plans that would be reasonably likely to result in
imposition of the sanctions imposed under Sections 280G and 4999 of the Code, whether or
not some other subsequent action or event would be required to cause such payment,
acceleration, or provision to be triggered.



ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF ISSUER




     Except as set forth in the Disclosure Schedule, Issuer and GP, jointly and severally, hereby
represent and warrant to each Buyer that, after giving effect to the issuance and sale of the
Indicated Units, on the date hereof and as of the Closing (without giving effect to the Acquired
Entities, the Asset Purchase or any matters related thereto), respectively, as follows:



     4.1. Organization; Qualification. Issuer is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware and has all requisite
limited partnership power and authority to own, lease, and operate its properties and to carry on
its business as is now being conducted. GP is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite limited
liability company power and authority to own, lease and operate its properties and to carry on its
business as is now being conducted and to act as general partner of Issuer. Bluestem is a
wholly-owned Subsidiary of Issuer. Bluestem is a limited liability company duly organized, validly



10









 







existing and in good standing under the laws of the State of Delaware and has all requisite limited
liability company power and authority to own, lease and operate its properties and to carry on its
business as is now being conducted. Issuer, GP and Bluestem are referred to collectively herein as
the “Partnership Parties.” Each of the Partnership Parties is duly qualified, registered or
licensed to do business as a foreign limited partnership or limited liability company, as the case
may be, and is in good standing in each jurisdiction in which the property owned, leased or
operated by it or the nature of the business conducted by it makes such qualification necessary,
except where the failure to be so duly qualified, registered or licensed and in good standing (a)
would not have or be reasonably expected to have, individually or in the aggregate, a material
adverse effect upon the business, financial condition or results of operations of the Partnership
Parties, taken as a whole, except for any effect resulting from changes in general economic,
political or business conditions which affect the Partnership Parties in a similar manner to their
competitors (a “Material Adverse Effect”) or (b) subject the Partnership Parties or the holders of
Common Units to any material liability or disability.



     4.2. Authority; Enforceability. Each of the Partnership Parties has the limited
liability company or limited partnership, as the case may be, power and authority to
execute and deliver the Transaction Documents to which it is a party, and to consummate the
Transactions contemplated by such Transaction Documents. The execution and delivery by each of the
Partnership Parties of the Transaction Documents to which it is a party, and the consummation by
each of the Partnership Parties of the Transactions contemplated by such Transaction Documents have
been duly and validly authorized by such Partnership Party and no other limited liability company
or limited partnership proceedings, as the case may be, is necessary on the part of such
Partnership Party to authorize the Transaction Documents to which it is a party or to consummate
the transactions contemplated hereby or thereby. Each of the Transaction Documents to which each
Partnership Party is a party have been duly executed and delivered by such Partnership Party and,
each Transaction Document constitutes the valid and binding agreement of each of the Partnership
Parties that is a party thereto, and is enforceable against such Partnership Party thereto in
accordance with their terms, except that such enforceability may be limited by (i) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating
to or affecting creditors’ rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law) and (ii) public
policy, applicable law relating to fiduciary duties and indemnification and contribution and an
implied covenant of good faith and fair dealing.



     4.3. No Violation; Consents and Approvals.




     (a) The offering, issuance and sale by Issuer of the Indicated Units being delivered
at the Closing Date, the execution, delivery and performance of the Transaction Documents
by the Partnership Parties that are party thereto and the consummation by the Partnership
Parties that are party thereto of the Transactions contemplated by such Transaction
Documents do not and will not: (i) result in any breach of any provision of the certificate
of formation, partnership agreement, limited liability company agreement or other
organizational or charter



11









 







documents of any of the Partnership Parties; (ii) constitute a
default (or an event that with notice or lapse of time or both would become a default)
under, or give rise to any right of termination, cancellation, amendment or acceleration
(with or without notice, lapse of time or both) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, agreement or other instrument
or obligation to which a Partnership Party is a party or by which any property or asset of
the Partnership Parties is bound or affected, except to the extent that such default,
termination, amendment, acceleration or cancellation right would not have or be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect, except as
disclosed in Section 4.3 of the Disclosure Schedule; (iii) result in a violation of
any law, statute, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which any of the Partnership Parties
is subject (including federal and state securities laws and regulations) or by which any
property or asset of the Partnership Parties is bound or affected, except to the extent
that such violation would not have or be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect; or (iv) except as set
forth in the Transaction Documents, result or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of any of the
Partnership Parties, which liens would have, individually or in the aggregate, a Material
Adverse Effect as the case may be.




     (b) No declaration, filing or registration with, or notice to, or authorization,
consent or approval of any Governmental Authority is necessary for the offering, issuance
and sale by the Issuer of the Indicated Units or for the consummation by the Partnership
Parties of the transactions contemplated by the Transaction Documents, other than (i) any
required filings or registrations required pursuant to state or federal securities laws,
rules or regulations or pursuant to the rules of any stock exchange in connection with the
performance of the terms of the Registration Rights Agreement, (ii) for such consents that
have been obtained or made; (iii) such declarations, filings, registrations, notices,
authorizations, consents or approvals which, if not obtained or made, would not have or be
reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;
and (iv) for such consents which (A) are of a routine or administrative nature, (B) are not
customarily obtained or made prior to the consummation of transactions such as those
contemplated by the Transaction Documents and (C) are expected in the reasonable judgment
of the Issuer to be obtained or made in the ordinary course of business subsequent to the
consummation of the Transactions.



     4.4. Capitalization.




     (a) Immediately after the Closing, the only issued and outstanding limited partner
interests of Issuer will consist of 8,614,866 Common Units representing an approximate
62.31% limited partner interest in Issuer, 35,134 Class A Subordinated Units representing
an approximately 0.25% limited partner interest in Issuer, 4,900,000 Class B Subordinated
Units representing a 35.44%



12









 







limited partner interest in Issuer and the Incentive
Distribution Rights. Immediately after the Closing, the only issued and outstanding
general partner interests of the Issuer will be 276,531 General Partner Units representing
a 2% general partner interest in Issuer. All Common Units, Class A Subordinated Units,
Class B Subordinated Units and Incentive Distribution Rights and the partnership interests
represented thereby which are outstanding on the date hereof, have been duly authorized and
issued in accordance with the Partnership Agreement and are fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except as such
nonassessability may be affected by Section 17-607 and Section 17-804 of the Delaware LP
Act).




     (b) The only issued and outstanding equity interests of GP consist of 1,000 Membership
Interests. All outstanding Membership Interests, have been duly authorized and validly
issued in accordance with the GP Limited Liability Company Agreement and are fully paid (to
the extent required under the GP Limited Liability Company Agreement) and nonassessable
(except as such
nonassessability may be affected by Section 18-607 and Section 18-804 of the Delaware
LLC Act).



     4.5. No Subsidiaries. Except for Issuer’s ownership of a 100% membership interest in
Bluestem, Issuer does not own or hold any equity ownership interest in any other Person.



     4.6. GP Formation and Ownership. QRC owns 850 Member Interests representing an 85%
ownership interest in GP, Alerian to the GP’s knowledge owns 75 Member Interests representing a
7.5% ownership interest in GP and Swank to the GP’s knowledge owns 75 Member Interests representing
a 7.5% ownership interest in GP.



     4.7. Ownership of GP Interest in Issuer. GP is the sole general partner of Issuer
and, immediately after the Closing will own 276,531 General Partner Units representing a 2% general
partner interest in Issuer; such General Partner Units have been duly authorized and validly issued
in accordance with the Partnership Agreement; and GP owns such General Partner Units free and clear
of all liens, encumbrances, security interests, equities, charges and other claims (except for the
requirements of applicable securities laws on transferability and for the restrictions and
requirements of the Transaction Documents).



     4.8. Incentive Distribution Rights. GP owns all of the Incentive Distribution Rights.
GP owns such Incentive Distribution Rights free and clear of all liens, encumbrances, security
interests, equities, charges and other claims (except for the requirements of applicable securities
laws on transferability and for the restrictions and requirements of the Transaction Documents).



     4.9. Ownership of Bluestem. Issuer is the sole member of Bluestem with a 100%
membership interest in Bluestem; such membership interest has been duly authorized and validly
issued in accordance with the Bluestem Limited Liability Company Agreement and is fully paid (to
the extent required under the Bluestem Limited



13









 







Liability Company Agreement) and nonassessable
(except as such nonassessability may be affected by Section 18-607 and Section 18-804 of the
Delaware LLC Act); and, except as set forth in Section 4.9 of the Disclosure Schedule,
Issuer owns such membership interest free and clear of all liens, encumbrances, security interests,
equities, charges or claims (except for the requirements of applicable securities laws on
transferability and the restrictions and requirements of the Bluestem Limited Liability Company
Agreement).



     4.10. Issuance of the Indicated Units.




     (a) The Indicated Units, and the limited partner interests represented thereby are
duly authorized and, when issued and paid for in accordance with this Agreement, will be
duly and validly issued, fully paid and nonassessable (except as such nonassessability may
be affected by Section 17-607 and Section 17-804 of the Delaware LP Act), free and clear of
any liens (other than those arising under the Transaction Documents or those created by the
Buyers).




     (b) Except as provided in the Transaction Documents and further except as provided in
Section 4.10(b) of the Disclosure Schedule, there are no outstanding options,
warrants, or securities, rights or obligations convertible into or exercisable or
exchangeable for, or any right to subscribe for or acquire, any equity securities of any of
the Partnership Parties, or contracts, commitments, understandings or arrangements by which
the Partnership Parties are or may become bound to issue additional equity securities of
any of the Partnership Parties, or securities or rights convertible or exchangeable into
equity securities of any of the Partnership Parties nor is there any restriction upon the
voting or transfer (except for the requirements of applicable securities laws) of any
equity securities of any of the Partnership Parties. Except as provided in the Transaction
Documents, there are no anti-dilution or price adjustment provisions contained in the
Indicated Units issued by Issuer (or in any agreement providing rights to holders of the
Common Units). The issuance and sale of the Indicated Units will not obligate Issuer to
issue Common Units to any Person (other than the Buyers).



     4.11. Financial Statements.




     (a) Issuer has made available to Buyers the Financial Statements. The Financial
Statements were prepared in accordance with GAAP, consistently applied (except as disclosed
in the footnotes thereto), and fairly present, in all material respects, the financial
position and results of operations of Issuer as of the dates thereof and for the periods
covered thereby, subject, however, with respect to any unaudited balance sheet or
statements of income and cash flows, to the absence of footnotes and to normal, year-end
adjustments.




     (b) Attached as Section 4.11(b) of the Disclosure Schedule is (i) an unaudited
pro-forma balance sheet of Issuer as of June 30, 2007, prepared on a consolidated basis
(the “Pro-Forma Balance Sheet”) and (ii) an unaudited statement of pro forma EBITDA
(excluding DD&A) for the six months ended June 30, 2007, prepared on a consolidated basis
(the “Pro-Forma EBITDA



14









 







Statement,” and together with the Pro-Forma Balance Sheet, the
“Pro-Forma Financial Statements”). The Pro-Forma Financial Statements have been prepared
in accordance with GAAP (except that the information with respect to the Acquired Entities
was prepared on the basis of the rules of FERC) and fairly present, in all material
respects, the financial position of Issuer as of June 30,
2007 and results of operations for the six months ended June 30, 2007, in each case as
adjusted for (and after giving effect to) (x) the completion of the sale and issuance of
the Common Units contemplated in this Agreement, (y) the application of the proceeds of
such sale by Issuer and (z) the consummation of the Asset Purchase, as though each of (x),
(y) and (z) had occurred on June 30, 2007, in the case of the Pro-Forma Balance Sheet , or
January 1, 2007 in the case of the Pro-Forma EBITDA Report.



     4.12. Accounting Firm. Murrell, Hall, McIntosh & Co., PLLP, who has certified the
audited Financial Statements, is an independent registered public accounting firm with respect to
Issuer, GP and Bluestem, as would be required under the Securities Act if the Indicated Units were
being offered pursuant to an effective registration statement under the Securities Act.



     4.13. Absence of Certain Changes or Events. Except as set forth in Section 4.13
of the Disclosure Schedule, since December 31, 2006, (a) except as a result of the consummation
of the Transactions, none of the Partnership Parties has incurred any liability or obligation,
indirect, direct or contingent (including off-balance sheet obligations), or entered into any
transactions, not in the ordinary course of business, that, singly or in the aggregate, is material
to the Partnership Parties, taken as a whole, (b) except as a result of the consummation of the
Transactions, there has not been any material change in the capitalization, or material increase in
the short-term debt or long-term debt, of the Partnership Parties, taken as a whole, and (c) there
has not been any event or occurrence that constitutes or could reasonably be expected to constitute
a Material Adverse Effect.



     4.14. Compliance with Law. Except for Environmental Laws, Permits and Tax matters,
which are the subject of Section 4.19, Section 4.22 and Section 4.23, respectively, the Partnership
Parties have complied with all laws, rules and regulations of any Governmental Authority applicable
to its properties, assets and business, except where such noncompliance would not have or be
reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The
Partnership Parties have not received written notice of any violation of any such law, statute,
ordinance, rule or regulation, except for notifications of violations which would not have or be
reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. None of
the Partnership Parties is in default of any order, writ, judgment, award, injunction or decree of
any Governmental Authority applicable to its business, except for defaults which would not have or
be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.



     4.15. No Default. Except as set forth in Section 4.15 of the Disclosure
Schedule, none of the Partnership Parties (i) is in violation of its certificate of limited



15









 







partnership, certificate of formation, partnership agreement or other organizational or charter
documents, (ii) is in
default (and no event has occurred which, with notice or lapse of time or both, would become a
default) under, or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,
debt or other instrument (evidencing a debt or other obligation of the Partnership Parties) to
which a Partnership Party is a party or by which any property or asset of the Partnership Parties
is bound or affected except for any of the foregoing that would not have, or be reasonably expected
to have, a Material Adverse Effect, or (iii) is in violation of any law, statute, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to
which any of the Partnership Parties is subject (including, without limitation, federal and state
securities laws and regulations) or by which any property or asset of the Partnership Parties is
bound or affected, which violation would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, or could materially impair the ability of any of the
Partnership Parties to perform their obligations under the Transaction Documents. To Issuer’s
Knowledge, no third party to any agreement, credit facility, debt or other instrument (evidencing a
debt or other obligation of the Partnership Parties) to which any of the Partnership Parties is a
party or by which any of them is bound or to which any of their properties is subject, is in
default under any such agreement, which default would, if continued, have a Material Adverse
Effect.



     4.16. Real Property; Rights of Way.




     (a) No Partnership Party other than Bluestem owns, leases or holds any consents,
easements, rights-of-way or licenses (“rights-of-way”) in or related to any real property.




     (b) Bluestem does not own fee simple title to any land.




     (c) Except as would not have, or be reasonably expected to have, a Material Adverse
Effect: (i) all leases of real property under which Bluestem is a tenant are in full force
and effect and constitute valid and binding obligations of the respective parties thereto;
(ii) there currently are not any defaults under such leases by Bluestem or, to Issuer’s
Knowledge, by any other party thereto; (iii) no event has occurred which (whether with or
without notice, lapse of time or the happening or occurrence of any other event) would
constitute a default under such leases entitling the lessor to terminate the lease; and
(iv) the continuation, validity and effectiveness of all such leases under the current
rentals and other current terms thereof will in no way be affected by the transactions
contemplated by this Agreement.




     (d) Bluestem has such consents, easements, rights-of-way or licenses from any person
(“rights-of-way”) as are necessary to conduct its business as currently contemplated, and
except for such rights-of-way which, if not obtained, would not have, individually or in
the aggregate, a Material Adverse Effect; Bluestem has fulfilled and performed all its
material obligations with respect to such rights-of-way and no event has occurred which
allows, or after notice or



16









 







lapse of time would allow, revocation or termination thereof or would result in any
impairment of the rights of Bluestem as the holder of any such rights-of-way, except for
such revocations, terminations and impairments that would not have a Material Adverse
Effect.



     4.17. Personal Property. No Partnership Party other than Bluestem owns, leases or
otherwise has rights to any personal property. Bluestem has good title to all the personal
property assets (including pipelines and equipment), tangible or intangible, shown on the most
recent balance sheet included in the Financial Statements. Except as set forth in Section 4.17
of the Disclosure Schedule, none of such assets are subject to any (i) contracts of sale or
lease, except contracts for the sale of inventory in the ordinary and regular course of business,
or (ii) security interests, encumbrances, liens or charges of any kind or character. Except as set
forth in Section 4.17 of the Disclosure Schedule and further except as would not have, or
be reasonably expected to have, a Material Adverse Effect, (A) all personal property leases are in
full force and effect and constitute valid and binding obligations of the respective parties
thereto; (B) there have not been and there currently are not any defaults thereunder by Bluestem
or, to Issuer’s Knowledge, any other party thereto; (C) no event has occurred which (whether with
or without notice, lapse of time or the happening or occurrence of any other event) would
constitute a default thereunder entitling the lessor to terminate the lease; and (D) the
continuation, validity and effectiveness of all such leases under the current rentals and other
current terms thereof will in no way be affected by the Transactions.



     4.18. Insurance. Set forth as Section 4.18 of the Disclosure Schedule is a
schedule of all material policies of fire, liability, workers’ compensation and other forms of
insurance purchased or held by and insuring the Partnership Parties. Each insurance policy listed
in Section 4.18 of the Disclosure Schedule is in full force and effect, all premiums with
respect thereto have been paid, and no written notice of cancellation or termination has been
received with respect to any such policy which was not replaced on substantially similar terms
prior to the date of such cancellation.



     4.19. Environmental Matters.




     (a) The Partnership Parties have obtained and filed, and are in compliance in all
material respects with, all permits, licenses and governmental authorizations required for
the Partnership Parties to operate their businesses under applicable Environmental Laws
(the “Environmental Permits”), and all Environmental Permits are valid and currently in
full force and effect, and there are no conditions or circumstances that would result in
the revocation or suspension of the Environmental Permits or that would preclude the
renewal of the Environmental Permits except as would not have or be reasonably expected to
have a Material Adverse Effect; and the Partnership Parties are, and during the relevant
time periods specified in the applicable statutes of limitations, have been
in compliance with applicable Environmental Laws except as would not have or be
reasonably expected to have a Material Adverse Effect.



17









 






     (b) Except as set forth in Section 4.19(b) of the Disclosure Schedule, the
Partnership Parties have not received any written request for information, or been notified
in writing that it is a potentially responsible party, under CERCLA or any similar
Environmental Law.




     (c) Except as would not have or be reasonably expected to have a Material Adverse
Effect, the Partnership Parties have not entered into or agreed to any consent decree or
order, and are not subject to any judgment, decree, or judicial order relating to
compliance with any Environmental Law or to investigation or cleanup of Hazardous
Substances under any Environmental Law, and the Partnership Parties and their business,
operations and properties are not subject to any existing, pending or, to the Issuer’s
Knowledge, threatened action, suit, investigation, inquiry or proceeding by or before any
Governmental Authority pursuant to any Environmental Law.




     (d) Except as set forth in Section 4.19(d) of the Disclosure Schedule, there
has been no release of Hazardous Substances into the environment in connection with the
properties, business or operations of the Partnership Parties for which remedial or
corrective action may be required under Environmental Laws, and there has been no exposure
of any person or property to any Hazardous Substances from or in connection with the
properties, business or operations of the Partnership Parties that could reasonably be
expected to form the basis of a claim for damages or compensation.




     (e) The Partnership Parties have made available to Buyers all internal and external
environmental studies, reports, audits and assessments and all correspondence on
substantial environmental matters related to the Partnership Parties’ properties, business
or operations in the possession of the Partnership Parties




     (f) The representations and warranties made in this Section 4.19 are Issuer’s
exclusive representations and warranties relating to environmental matters.



     4.20. Material Contracts. Except as set forth on Section 4.20 of the Disclosure
Schedule (a) each Material Contract is valid, binding and enforceable in accordance with its
terms, and is in full force and effect, (b) none of the Partnership Parties has received any notice
of default of any Partnership Party under any Material Contract in the 12-month period prior to the
date of this Agreement, (c) there are no uncured defaults of any Partnership Party under any
Material Contract that would give the counterparty thereof the right to terminate such Material
Contract, and (d) to the Issuer’s Knowledge, there are no material defaults by any of the
counterparties to such Material Contracts, in each case
under clauses (a) through (d) above, except as would not have or be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect.



     4.21. Legal Proceedings. Except as set forth in Section 4.21 of the Disclosure
Schedule, there are no claims, actions, or proceedings pending or threatened and, to the



18









 







Issuer’s Knowledge, there are no events or conditions existing that could give rise to any claim,
action or proceeding against the Partnership Parties or affecting the assets of the Partnership
Parties by or before any Governmental Authority, that would result, individually or in the
aggregate, in any losses, claims, damages, liabilities, costs and expenses (including, without
limitation, attorneys’ fees), interest, penalties, judgments and settlements to the Partnership
Parties in excess of $300,000.



     4.22. Permits. Bluestem has all material permits, licenses, franchises and other
governmental authorizations, consents and approvals, other than with respect to Environmental Laws,
necessary to operate its business as presently operated (collectively, “Permits”), except where the
failure to have such Permits would not have or be reasonably expected to have individually or in
the aggregate, a Material Adverse Effect. Bluestem has not received any written notification that
it is in violation of any Permits, except for notifications of violations which would not have or
be reasonably expected to have individually or in the aggregate, a Material Adverse Effect.
Bluestem is in compliance with all Permits, except where such noncompliance would not have or be
reasonably expected to have individually or in the aggregate, a Material Adverse Effect.



     4.23. Taxes. The Partnership Parties have, in respect of their business, filed all
Tax Returns required to be filed other than those Tax Returns the failure of which to file would
not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect; to the Issuer’s Knowledge, such Tax Returns are true, correct and complete in all material
respects; and the Partnership Parties have paid in full all Taxes shown to be due on such Tax
Returns. None of the Partnership Parties have received any written notice of deficiency or
assessment from any taxing authority with respect to liabilities for material Taxes of the
Partnership Parties, that have not been fully paid or finally settled, unless being contested in
good faith through appropriate proceedings and for which adequate reserves are presented on the
Financial Statements. There are no outstanding agreements or waivers extending the applicable
statutory periods of limitation for Taxes associated with Partnership Parties’ business for any
period. Issuer has been recently formed and intends to be treated as a partnership for U.S.
federal income Tax purposes and Issuer has not made any election to be treated as an association
taxable as a corporation.



     4.24. Employee Benefit Plans.




     (a) Section 4.24 of the Disclosure Schedule sets forth a list of each plan,
program and arrangement, whether written or unwritten, that is sponsored, maintained or
contributed to by any Partnership Party for the benefit of current or
former employees of a Partnership Party, that provides for pension, retirement,
profit-sharing, savings, bonus, deferred or incentive compensation, including, without
limitation, any restricted stock/unit, stock/unit option or stock/unit appreciation right
benefit plan (each a “Benefit Plan”). Section 4.24 of the Disclosure Schedule
identifies any Benefit Plan that is sponsored or maintained by a Partnership Party.



19









 






     (b) With respect to each Benefit Plan and any Benefit Plan previously sponsored,
maintained or contributed to by any Partnership Party or their Affiliates, no event has
occurred, and there exists no condition or set of circumstances in connection with which
any Partnership Party could, directly or indirectly (through any entity which is under
common control with a Partnership Party within the meaning of Code Section 414(b), (c),
(m), (o) or (t)) be subject to any material liability under ERISA, the Code or any other
applicable law, except liability for benefits claims and funding obligations payable in the
ordinary course.




     (c) None of the Partnership Parties contributes to or has an obligation to contribute
to, and has not at any time within six (6) years prior to the date of the Acquisition
contributed to or had an obligation to contribute to, a “multiemployer plan” within the
meaning of Section 3(37) of ERISA or a plan subject to Title IV of ERISA. No Benefit Plan
provides or promises to provide retiree medical, dental or life insurance benefits to any
current or former employee of any Partnership Party, other than pursuant to the
continuation coverage requirements of Section 4980B of the Code and Sections 601 – 608 of
ERISA.




     (d) In connection with the consummation of the Transactions, no payments of money or
other property, acceleration of benefits, or provisions of other rights have or will be
made hereunder, under any agreement contemplated herein, or under the Benefit Plans that
would be reasonably likely to result in imposition of the sanctions imposed under Sections
280G and 4999 of the Code, whether or not some other subsequent action or event would be
required to cause such payment, acceleration, or provision to be triggered.



     4.25. Affiliate Contracts; Sufficiency of Assets. Except as set forth in
Section 4.25 of the Disclosure Schedule and in the Transaction Documents, there are no
material contracts, agreements, loans, understandings, leases, subleases, mortgages, instruments,
licenses, commitments or binding arrangements, express or implied, oral or written, between the
Partnership Parties, on the one hand, and QRC or any of its Affiliates (excluding GP, Issuer and
Bluestem), on the other hand. All of the assets necessary for the conduct of the Partnership
Parties’ business are owned, leased or licensed by the Partnership Parties, and none of such assets
are owned by or leased or licensed to QRC or its Affiliates (excluding GP, Issuer and Bluestem),
except as set forth in Section 4.25 of the Disclosure Schedule. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business)
or
guarantees of indebtedness by any Partnership Party to or for the benefit of any of the
officers or directors of any Partnership Party or their respective family members.



     4.26. Restrictions on Distributions. Neither Issuer nor Bluestem has entered into any
agreement that restricts or prohibits its ability to pay cash distributions (other than any such
restrictions contained in the Partnership Agreement or the Bluestem Limited Liability Company
Agreement or as set forth in Section 4.26 of the Disclosure Schedule).



20









 





     4.27. Private Placement. Assuming the accuracy of the representations and warranties
of the Buyers contained in this Agreement, the offer, sale and issuance of the Indicated Units to
the Buyers are exempt from the registration requirements of the Securities Act, and the securities
laws of any state having jurisdiction with respect thereto, and none of the Partnership Parties has
taken or will take any action that would cause the loss of such exemption.



     4.28. Registration Rights. Except as provided in the Registration Rights Agreement
and the Partnership Agreement, Issuer has not granted or agreed to grant to any Person any rights
(including “piggy-back” registration rights) to have any Common Units or other securities of any of
the Partnership Parties registered with the Commission.



     4.29. Investment Company. None of the Partnership Parties is now, and after the sale
of the Indicated Units to be sold by Issuer hereunder and the application of the net proceeds from
such sale will be, an “investment company” or a company “controlled by” an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.



     4.30. No Side Agreements. There are no other agreements by, between or among the
Partnership Parties or their Affiliates, on the one hand, and any Buyer or its Affiliates, on the
other hand, with respect to the transactions contemplated hereby, nor have any promises or
inducements been made between or among such parties with respect to future transactions.



     4.31. Qualifying Income. Ninety percent (90%) of the gross income of the Issuer,
based on pro forma income (as adjusted for the sale of Common Units and for the Asset Purchase as
though both events occurred on January 1, 2007) for the six months ended June 30, 2007 will
constitute “qualifying income,” within the meaning of Section 7704(d) of the Code (as currently in
effect).



     4.32. Disclosure. To Issuer’s Knowledge all material information regarding the
current or
historical operation of Issuer’s business provided to Buyers in the electronic data room made
available in connection with their due diligence investigation of Issuer is true and correct in all
material respects as of the dates when such information was prepared; provided,
however, that no representation or warranty is made with respect to any “forward looking”
statements regarding the business or prospects of Issuer, including any projections of future
revenues, business, expenses, distributions or operations, and any such representations or
warranties are expressly disclaimed.



     4.33. Brokers’ Fee. Except as set forth in Section 4.33 of the Disclosure
Schedule, no broker, finder or similar intermediary has acted for or on behalf of, or is
entitled to any broker, finder or similar fee or other commission from Issuer or any of its
Affiliates in connection with this Agreement or the transactions contemplated hereby.



     4.34. Books and Records; Internal Controls. Each of the Partnership Parties (i) makes
and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of assets and (ii) maintains systems of



21









 







internal accounting
controls sufficient to provide reasonable assurances that (A) transactions are executed in
accordance with management’s general or specific authorization; (B) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (C) access to assets is permitted
only in accordance with management’s general or specific authorization; and (D) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.



     4.35. No Labor Dispute. No labor disturbance by the employees of any of the
Partnership Parties exists or, to Issuer’s Knowledge, is imminent that could reasonably be expected
to have a Material Adverse Effect.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BUYER




     Each Buyer hereby severally represents and warrants to Issuer (as to itself, and not with
respect to any other Buyer), as of the date of this Agreement, as follows:



     5.1. Organization. Buyer is duly organized, validly existing and in good standing
under the laws of the State of its incorporation or formation and has the power and authority to
own, lease and operate its properties and to carry on its business as now being conducted.



     5.2. Authority Relative to this Agreement. Buyer has the power and authority to
execute and deliver the Transaction Documents to which it is a party and to consummate the
Transactions contemplated under such Transaction Documents. The execution and delivery by Buyer of
the Transaction Documents to which it is a party and the consummation by Buyer of the Transactions
have been duly and validly authorized by Buyer and no other proceedings on the part of Buyer are
necessary to authorize the Transaction Documents to which it is a party or to consummate the
Transactions. Each of the Transaction Documents to which such Buyer is a party has been duly
executed and delivered by Buyer, and assuming that such Transaction Documents constitute valid and
binding agreements of the Partnership Parties that are parties thereto and QRC (as applicable),
constitute valid and binding agreements of Buyer, and are enforceable against Buyer in accordance
with their terms, except that such enforceability may be limited by (i) applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or
affecting creditors’ rights generally and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) and (ii) public policy,
applicable law relating to fiduciary duties and indemnification and contribution and an implied
covenant of good faith and fair dealing.



     5.3. Consents and Approvals; No Violation.




     (a) The execution and delivery of each Transaction Document to which it is a Party by
Buyer and the consummation by Buyer of the Transactions



22









 







will not (i) conflict with or
result in any breach of any provision of the articles of incorporation or bylaws (or
similar organizational documents) of Buyer, (ii) result in a default (or give rise to any
right of termination, cancellation or acceleration) under any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, license, agreement or other
instrument or obligation to which Buyer is a party or by which its assets may be bound, or
(iii) violate any order, injunction, decree, statute, rule or regulation applicable to
Buyer, except, in the case of clauses (ii) and (iii) above, for conflicts, breaches,
defaults (or rights of termination, cancellation or acceleration) or violations which would
not or would not be reasonably expected to, individually or in the aggregate, materially
impair Buyer’s ability to perform its obligations under each Transaction Document to which
it is a Party or to consummate the Transactions.




     (b) No declaration, filing or registration with, or notice to, or authorization,
consent or approval of any Governmental Authority is necessary for the consummation by
Buyer of the Transactions, other than such declarations, filings, registrations, notices,
authorizations, consents or approvals which, if not obtained or made, would not or would
not be reasonably expected to, individually or in the aggregate, materially impair Buyer’s
ability to perform its obligations under each Transaction Document to which it is a Party
or to consummate the Transactions.



     5.4. Acquisition for Investment; Due Diligence. Buyer is an informed and
sophisticated purchaser experienced in financial and business matters and the evaluation and
investment in businesses such as that of the Issuer as contemplated hereunder. Buyer is an
“accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the
Securities Act. Buyer is acquiring the Indicated Units for investment and not with a view toward
or for sale in connection with any distribution thereof, or with any present intention of
distributing or selling such Indicated Units. Buyer agrees that its Indicated Units may not be
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of (i) except in
accordance with the requirements of the Partnership Agreement or (ii) without registration under
the Securities Act, as amended, except pursuant to an exemption from such registration available
under such Act. Notwithstanding the immediately preceding sentence, Buyer may at any time enter
into one or more total return swaps with respect to such Buyer’s Indicated Units with a third party
provided such transactions are exempt from registration under the Securities Act. Buyer has
undertaken such investigation and has been provided with and has evaluated such documents and
information as it has deemed necessary to enable it to make an informed and intelligent decision
with respect to the execution, delivery and performance of this Agreement. Buyer has been
furnished the materials relating to Buyer’s purchase of the Indicated Units that it has requested,
and Issuer has provided Buyer the opportunity to ask questions of the officers and management
employees of the Partnership Parties and QRC and to acquire additional information about the
Partnership Parties and their respective financial condition.



     5.5. No Side Agreements. There are no other agreements by, between or among Buyer or
its Affiliates, on the one hand, and any Partnership Parties or their



23









 







Affiliates, on the other
hand, with respect to the transactions contemplated hereby, nor have any promises or inducements
been made between or among such parties with respect to future transactions.



     5.6. Brokers’ Fee. No broker, finder or similar intermediary has acted for or on
behalf of, or is entitled to any broker, finder or similar fee or other commission from Buyer or
any of its Affiliates in connection with this Agreement or the transactions contemplated hereby.



ARTICLE VI.

COVENANTS OF THE PARTIES




     6.1. Expenses. Except to the extent otherwise specifically provided herein, all costs
and expenses incurred in connection with the Transaction Documents and the Transactions
contemplated thereby shall be borne by the party incurring such costs and expenses;
provided, however, that if any action at law or equity is necessary to enforce or
interpret the terms of the Transaction Documents, the prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief
to which such party may be entitled; and provided further, that promptly following Closing,
Issuer will, upon request from Alerian (and receipt of documentation reflecting the legal costs
incurred), reimburse and pay to Alerian up to $75,000 of the legal expenses incurred by Alerian in
connection with completing the transactions contemplated by this Agreement.



     6.2. Partnership Matters. Each Buyer hereby agrees to become a limited partner of
Issuer and to be bound by all of the terms and conditions of the Partnership Agreement, including,
without limitation, the granting to GP of Issuer the power of attorney provided for in Section 2.6
of the Partnership Agreement. Buyer understands that the Indicated Units are being offered in a
transaction not involving a public offering within the meaning of the Securities Act and that the
offer and sale of the Indicated Units has not been registered under the Securities Act and, unless
so registered, the Indicated Units may not be sold except as permitted in the following sentence.
Buyer agrees that, if in the future Buyer decides to offer, resell, pledge or otherwise transfer
such Indicated Units, such Indicated Units may be offered, resold, pledged or otherwise transferred
only (a) to Issuer or a subsidiary thereof, (b) pursuant to a registration statement that has been
declared effective under the Securities Act, or (c) pursuant to an available exemption from the
registration requirements of the Securities Act, subject in each of the foregoing cases to any
requirement of law that the disposition of Buyer’s property be at all times within Buyer’s control
and subject to compliance with any applicable securities laws of any jurisdiction. Buyer agrees
not to engage in hedging transactions with regard to the Indicated Units unless in compliance with
the Securities Act. At Closing, Issuer will deliver to each Buyer one or more certificates, in the
form adopted by Issuer, representing the Indicated Units purchased at the Closing by such Buyer.
Buyer agrees to the imprinting, so long as the restrictions described in the legend are applicable,
of the following legend on any certificate evidencing Indicated Units:



24









 






THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY SUCH SECURITIES.


Certificates evidencing Indicated Units shall not be required to contain such legend or any other
legend following any sale of such Indicated Units pursuant to an effective registration statement
or Rule 144, or the restrictions described in the legend are no longer applicable. Buyer may
request Issuer to remove the legend described above from the certificates evidencing the Indicated
Units by submitting to Issuer such certificates, together with an opinion of counsel reasonably
satisfactory to Issuer to the effect that such restrictions are no longer applicable under the
Securities Act or applicable state laws, as the case may be.




     6.3. Use of Proceeds from Sale of the Indicated Units. The parties agree that
$73,245,000 of the proceeds received by Issuer in connection with the issuance and sale of the
Indicated Units pursuant to this Agreement will be used by the Issuer for payment of a portion of
the purchase price for the Asset Purchase.



     6.4. Integration. Issuer shall not, and shall use its commercially reasonable efforts
to ensure that none of Issuer or any Affiliate of Issuer shall, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the Indicated Units to Buyer in
a manner that would require the registration under the Securities Act of the sale of the Indicated
Units.



     6.5. Further Assurances. Subject to the terms and conditions of this Agreement, each
of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective the issuance and sale of the
Indicated Units pursuant to this Agreement.



     6.6. Public Statements. The parties shall consult with each other prior to issuing
any public announcement, statement or other disclosure with respect to this Agreement or the
transactions contemplated hereby and neither the Issuer on one hand



25









 







nor the Buyers on the other
shall issue any such public announcement, statement or other disclosure without having first
received the written consent of the Buyers on one hand or Issuer on the other, except as may be
required by law.



     6.7. No Implied Representations. Each Buyer hereby acknowledges and agrees that none
of QRC, Issuer, GP or their Affiliates or any other Person has made or is making any representation
or warranty whatsoever, express or implied, at law or in equity, except those representations and
warranties of QRC, Issuer and GP explicitly set forth in Articles III and IV of this Agreement and
in the other Transaction Documents. Without limiting the generality of the foregoing, except as
explicitly set forth in Articles III and IV of this Agreement, none of QRC, Issuer, GP or their
Affiliates or any other Person has made or is making any representation, express or implied, with
respect to
QRC, Issuer, GP, Bluestem, their respective businesses or any of their assets, liabilities or
operations, their past, current or future financial condition, profitability or performance, the
value of any of their assets, the merchantability, suitability or fitness for a particular purpose
or quality with respect to any of their assets or the condition or workmanship thereof or the
absence of any defects therein (whether latent or patent), and any such other representations or
warranties are hereby expressly disclaimed.



     6.8. Independent Nature of Buyer’s Obligations and Rights. The obligations of each
Buyer under this Agreement or the Registration Rights Agreement are several and not joint with the
obligations of any other present or subsequent purchaser of the Indicated Units and each Buyer
shall not be responsible in any way for the performance of the obligations of any other Buyer under
any agreement to purchase Indicated Units. The decision of each Buyer to purchase Indicated Units
pursuant to this Agreement has been made by such Buyer independently of any other Buyer of the
Indicated Units and independently of any information, materials, statements or opinions as to the
business, affairs, operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Partnership Parties that may have been made or given
by any other Buyer of the Indicated Units, as the case may be, or by any agent or employee of any
such Buyer, and no Buyer or any of its agents or employees shall have any liability to any other
Buyer (or any other Person) relating to or arising from any such information, materials, statements
or opinions. Nothing contained herein or in the Registration Rights Agreement, and no action taken
by any Buyer pursuant thereto, shall be deemed to constitute such Buyer as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that such Buyer
is in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or the Registration Rights Agreement. Each Buyer acknowledges that
no other Buyer of the Indicated Units has acted as agent for such Buyer in connection with making
its investment hereunder and that no other Buyer will be acting as agent of such Buyer in
connection with monitoring its investment hereunder. Each Buyer shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this
Agreement or out of the Registration Rights Agreement, and it shall not be necessary for any other
Buyer of the Indicated Units to be joined as an additional party in any proceeding for such
purpose. Each Buyer represents that it has been represented by its own separate legal counsel in
its review and negotiations of this Agreement and the Registration Rights Agreement.



26









 





     6.9. Tax Shield. The amount of the Issuer’s federal taxable income allocated to each
Buyer, on a cumulative basis, for the period from the Effective Date to December 31, 2008, will be
20% or less of the amount of cash distributed to such Buyer with respect to such period.



ARTICLE VII.

INDEMNIFICATION




     7.1. Survival.




     (a) The representations and warranties of the parties contained in Articles III, IV
and V shall, subject to Section 7.1(c), survive the Closing until the date that is one year
after the Closing Date, with the exception that the representations and warranties in
(i) Sections 4.16, 4.21, 4.24, 4.25, 4.26 and 4.27 shall survive until the date that is
three years after the Closing Date, (ii) Section 4.20 shall survive until the expiration of
the applicable statute of limitations and (iii) Sections 3.1 through 3.3, Sections 4.1
through 4.7 and 5.1 through 5.4 shall survive perpetually.




     (b) All covenants and agreements contained herein that by their terms are to be
performed in whole or in part, or which prohibit actions, subsequent to the Closing, shall
survive the Closing in accordance with their terms.




     (c) The period of time a representation or warranty or covenant or agreement survives
the Closing pursuant to this Section 7.1 shall be the “Survival Period” with respect to
such representation or warranty or covenant or agreement. In the event notice of any claim
for indemnification under this Article VII shall have been given within the applicable
Survival Period and such claim has not been finally resolved by the expiration of such
Survival Period, the representations or warranties or covenants or agreements that are the
subject of such claim shall survive, but only to the extent of and in the amount of the
claim as made prior to the expiration of the Survival Period, until such claim is finally
resolved.



     7.2. Indemnification Obligations of QRC and Issuer.




     (a) Subject to the terms of this Article VII, notwithstanding any termination of this
Agreement, Issuer shall, during the applicable Survival Period, indemnify and hold harmless
each Buyer, the directors, partners, member, agents, investment advisors of each of them,
each Person who controls any Buyer (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents
and employees of each such controlling Person (collectively, the “Buyer Indemnitees”), to
the fullest extent permitted by law, from and against any losses, claims, damages,
liabilities, costs and expenses (including, without limitation, attorneys’ fees), interest,
penalties, judgments and settlements (collectively, “Losses”) incurred, arising out of or
relating to (i) any breach of any of the representations or warranties (in each



27









 







case, when
made) of Issuer in Article IV, and (ii) any breach of any of the
covenants or agreements of Issuer in this Agreement that by their terms are to be
performed in whole or in part, or which prohibit actions, subsequent to the Closing Date.




     (b) Subject to the terms of this Article VII, notwithstanding any termination of this
Agreement, QRC shall, during the applicable Survival Period, indemnify and hold harmless
the Buyer Indemnitees, to the fullest extent permitted by law, from and against any Losses
incurred, arising out of or relating to (i) any breach of any of the representations or
warranties (in each case, when made) of QRC in Article III, (ii) any breach of any of the
representations or warranties (in each case, when made) of Issuer in Article IV to the
extent that the act or event from which such breach arises occurred on or prior to December
22, 2006, and (iii) any breach of any of the covenants or agreements of QRC in this
Agreement that by their terms are to be performed in whole or in part, or which prohibit
actions, subsequent to the Closing Date.




     (c) In no event shall the amount of Losses for which QRC and Issuer (collectively, the
“Seller Indemnitors”) are obligated to indemnify the Buyer Indemnitees pursuant to
Section 6.2(a) or 6.2(b) exceed, in the aggregate, the Total Invested Amount.



     7.3. Indemnification Obligations of Buyer. From and after the Closing, subject to the
terms of this Article VII, each Buyer shall during the applicable Survival Period, severally and
not jointly, indemnify and hold harmless QRC and Issuer, the directors, partners, members, agents,
investment advisors of each of them, each Person who controls any Buyer (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
partners, members, agents and employees of each such controlling Person, to the fullest extent
permitted by law, from and against Losses incurred, arising out of or relating to (i) any breach of
any of the representations or warranties (in each case, when made) of such Buyer in Article V and
(ii) any breach of any of the covenants or agreements of such Buyer in this Agreement that by their
terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing
Date; provided, however, that the liability of each Buyer for all claims hereunder
shall not exceed the Indicated Purchase Price of such Buyer calculated in accordance with
Section 2.2.



     7.4. Indemnification Procedures and Limitations.




     (a) In the event that any action, suit, claim or proceeding is commenced by a third
party involving a claim for which a party required to provide indemnification hereunder (an
“Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified
Party”) hereunder (a “Third Party Claim”), the Indemnified Party shall promptly notify the
Indemnifying Party in writing of such Third Party Claim indicating the nature of such claim
and
the basis therefore (the “Claim Notice”) and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory



28









 







to the
Indemnified Party and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that no failure of any Indemnified Party to give such
Claim Notice and no delay on the part of the Indemnified Party in giving any such Claim
Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder
except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced the Indemnifying Party.




     (b) An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the
Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the
Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding;
or (iii) the named parties to any such Proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall
have been advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, such counsel shall be at
the expense of the Indemnifying Party). It being understood, however, that the
Indemnifying Party shall not, in connection with any one such Proceeding, be liable for the
fees and expenses of more than one separate firm of attorneys at any time for all
Indemnified Parties, which firm shall be appointed by a majority of the Indemnified
Parties; provided, however, that in the case a single firm of attorneys
would be inappropriate due to actual or potential differing interests or conflicts between
such Indemnified Parties and any other party represented by such counsel in such Proceeding
or otherwise, then the Indemnifying Party shall be liable for the fees and expenses of one
additional firm of attorneys with respect to such Indemnified Parties. The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its
written consent, which consent shall not be unreasonably withheld. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding and does not contain any admission
of wrongdoing or illegal conduct.




     (c) All reasonable fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with investigating or preparing to
defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to



29









 







indemnification hereunder; provided, that the Indemnifying Party may require such
Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).




     (d) In calculating amounts payable to an Indemnified Party, the amount of any
indemnified Losses shall be determined without duplication of any other Loss for which an
indemnification claim has been made or could be made under any other representation,
warranty, covenant, or agreement and shall be computed net of (i) payments recovered by the
Indemnified Party under any insurance policy with respect to such Losses, (ii) any prior or
subsequent recovery by the Indemnified Party from any Person with respect to such Losses.




     (e) Notwithstanding any other provision of this Agreement, in no event shall Issuer,
QRC or any Buyer be liable for punitive damages or any special, incidental, indirect or
consequential damages of any kind or nature, regardless of the form of action through which
such damages are sought.




     (f) Except for a claim of fraud, the remedies provided in this Article VII (including
specific performance, as discussed in Section 7.4 (g) below) shall be the sole and
exclusive remedies of the parties, from and after the Closing Date, with respect to this
Agreement and the transactions contemplated hereby.



ARTICLE VIII.

MISCELLANEOUS PROVISIONS




     8.1. Amendment and Modification. Subject to applicable law, this Agreement may be
amended, modified or supplemented only by written agreement of QRC, Issuer, GP and the Buyers.



     8.2. 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.



     8.3. 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):



30









 






	 	(a)	 	If to Issuer or GP to:
	 
	 	 	 	Quest Midstream Partners, L.P.

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 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, Missouri 64106-2150

Attention: Patrick J. Respeliers, Esq.

Telecopy: 816-691-3495
	 
	 	(b)	 	If to QRC to:
	 
	 	 	 	Quest Resource Corporation

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 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, Missouri 64106-2150

Attention: Patrick J. Respeliers, Esq.

Telecopy: 816-691-3495






     (c) if to a Buyer, addressed to the address set forth on the signature page hereto.



     8.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and permitted assigns. Issuer may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Buyers of at least
two-thirds of the Indicated Units sold pursuant to this Agreement. All or any portion the
Indicated Units purchased by such Buyer pursuant to this Agreement may be sold, assigned or pledged
by Buyer, subject to compliance with applicable securities laws, the terms of this Agreement and
the terms of the Partnership Agreement. All or any portion
of the rights and obligations of the Buyers under this Agreement may not be transferred by any
Buyer without the written consent of GP or Issuer, unless such transfer is to an Affiliate of such
Buyer in which case written consent shall not be required. Notwithstanding the foregoing, each
Buyer may at any time enter into one or more total return swaps with respect to such Buyer’s
Indicated Units with a



31









 







third party provided such transactions are exempt from registration under
the Securities Act.



     8.5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts of laws.



     8.6. 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.



     8.7. Entire Agreement. This Agreement, the Partnership Agreement and the Registration
Rights Agreement constitute 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.



     8.8. 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.



     8.9. 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; provided,
however, that each Person named as receiving the benefits of the indemnification provided
in Sections 7.2 and 7.3 is an intended third party beneficiary pursuant to the provisions of
Sections 7.2 and 7.3 and may enforce the provisions of such sections directly against the parties
with obligations thereunder.



[Signature pages follow]





32









 









     IN WITNESS WHEREOF, Issuer and Buyer 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 IX, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	ALERIAN OPPORTUNITY

ADVISORS IX, LLC	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Gabriel Hammond	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Gabriel Hammond	 	 
	 	 	 	 	Title:	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Alerian Capital Management	 	 
	 	 	45 Rockefeller Plaza, 20th Floor	 	 






33









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	New York, NY 10111	 	 
	 	 	Attention: Gabriel Hammond	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Swank Capital, LLC	 	 
	 	 	 	 	Oak Lawn Avenue, Suite 650	 	 
	 	 	 	 	Dallas, TX 75219	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TORTOISE CAPITAL RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Edward Russell	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Edward Russell	 	 
	 	 	Title:	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Tortoise Capital Resources Corporation	 	 
	 	 	10801 Mastin Blvd., Suite 222	 	 
	 	 	Overland Park, KS 66210	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TORTOISE GAS AND OIL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David J. Schulte	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	David J. Schulte	 	 
	 	 	Title:	 	President & CEO	 	 






34









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Tortoise Gas and Oil Corporation	 	 
	 	 	10801 Mastin Blvd., Suite 222	 	 
	 	 	Overland Park, KS 66210	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	DALEA PARTNERS, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	DALEA MANAGEMENT, LLC	 	 
	 	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ N. Malone Mitchell, 3rd	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	N. Malone Mitchell, 3rd	 	 
	 	 	Title:	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	c/o Riata Management LLC	 	 
	 	 	4801 Gaillardia Parkway, Suite 225	 	 
	 	 	Oklahoma City, OK 73142	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HARTZ CAPITAL MLP, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hartz Capital, Inc.,	 	 
	 	 	 	 	Its manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald J. Bangs	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Ronald J. Bangs	 	 
	 	 	Title:	 	Chief Operating Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	c/o Hartz Capital, Inc.	 	 
	 	 	400 Plaza Drive	 	 
	 	 	Seacaucus, New Jersey 07094	 	 






35









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	ZLP FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Zimmer Lucas Partners, LLC,	 	 
	 	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Craig M. Lucas	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Craig M. Lucas	 	 
	 	 	Title:	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	c/o Zimmer Lucas Partners, LLC.	 	 
	 	 	Harborside Financial Center	 	 
	 	 	Plaza 10, Suite 301	 	 
	 	 	Jersey City, NJ 07311	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	1800 Avenue of the Stars, Second Floor	 	 
	 	 	Los Angeles, California 90067	 	 
	 	 	Attention: David Shladovsky, Esq.	 	 
	 	 	Facsimile: (310) 284-6490	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	KED MME Investment Partners, LP	 	 
	 	 	1100 Louisiana, Suite 4550	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Attention: Kevin McCarthy	 	 
	 	 	Facsimile: (713) 655-7359	 	 






36









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	c/o Eagle Global Advisors	 	 
	 	 	5847 San Felipe Road, Suite 930	 	 
	 	 	Houston, TX 77057	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	c/o Eagle Global Advisors	 	 
	 	 	5847 San Felipe Road, Suite 930	 	 
	 	 	Houston, TX 77057	 	 






37









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	CITIGROUP FINANCIAL PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bret Engelkemier	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Bret Engelkemier	 	 
	 	 	Title:	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Citigroup Financial Products, Inc.	 	 
	 	 	390 Greenwich St.	 	 
	 	 	New York, NY 10013	 	 
	 	 	Attn: Brendan O’Dea	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David A. Barras	 	 
	 	 	Name:	 	David A. Barras	 	 
	 	 	Title:	 	Its Authorized Representative	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	The Northwestern Mutual Life Insurance Company	 	 
	 	 	720 East Wisconsin Avenue	 	 
	 	 	Milwaukee, WI 53202	 	 
	 	 	Attention: Jerome Baeir	 	 






38









 








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) “Acquired Entities” means, collectively, Midcoast Kansas Pipeline, L.L.C., a Delaware
limited liability company, Midcoast Kansas General Partner, L.L.C., a Delaware limited liability
company, and Enbridge Pipelines (KPC), a Kansas general partnership.




          (2) “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, by contract or
otherwise.




          (3) “Agreement” shall have the meaning set forth in the preamble to this Agreement.




          (4) “Asset Purchase” shall have the meaning set forth in Section 2.2.




          (5) “Benefit Plans” shall have the meaning set forth in Section 4.24(a).




          (6) “Bluestem” mean Bluestem Pipeline, LLC.




          (7) “Bluestem Limited Liability Company Agreement” shall mean the Limited Liability Company
Agreement of Bluestem, dated as of December 15, 2003.




          (8) “Buyer” and “Buyers” shall have the meanings set forth in the preamble to this Agreement.




          (9) “Buyer Indemnitees” shall have the meaning set forth in Section 7.2(a).



          (10)
“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. § 9601, et seq., as amended.




          (11) “Class A Subordinated Unit” shall have the meaning set forth in the Partnership
Agreement.




          (12) “Class B Subordinated Unit” shall have the meaning set forth in the Partnership
Agreement.




          (13) “Closing” shall have the meaning set forth in Section 2.2.




          (14) “Closing Date” shall have the meaning set forth in Section 2.2.




A-1









 








          (15) “Closing Notice” shall have the meaning set forth in Section 2.2.




          (16) “Code” means the Internal Revenue Code of 1986, as amended.




          (17) “Common Unit” shall have the meaning set forth in the Partnership Agreement.




          (18) “Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act, as amended
from time to time.




          (19) “Disclosure Schedule” means the disclosure schedule of Issuer referred to in, and
delivered pursuant to, this Agreement.




          (20) “Environmental Laws” means all federal, state and local laws, regulations, rules,
ordinances, codes, decrees, judgments, directives, or judicial or administrative orders relating
to pollution or protection of the environment, natural resources or human health and safety,
including laws relating to Hazardous Substances (including ambient air, surface water,
groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances,
laws relating to record keeping, notification, disclosure and reporting requirements respecting
Hazardous Substances, and laws relating to the management and use of natural resources.




          (21) “Environmental Permits” shall have the meaning set forth in Section 4.19(a).




          (22) “ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and
regulations promulgated thereunder.




          (23) “Escrow Account” means the escrow account specified in the Escrow Agreement.




          (24) “Escrow Agent” mean U.S. Bank National Association, a national banking association.




          (25) “Escrow Agreement” shall have the meaning set forth in Section 2.4(b)(ii).




          (26) “FERC” means the Federal Energy Regulatory Commission or any successor thereto.




          (27) “Financial Statements” means (i) the audited balance sheet of Issuer as at December 31,
2006 and the audited consolidated statement of income and cash flows of Issuer for the fiscal year
then ended and (ii) the unaudited balance sheet of Issuer as at June 30, 2007 and the unaudited
statement of income and cash flows of Issuer for the six months then ended.




          (28) “First Amendment to Registration Rights Agreement” shall have the meaning set forth in
Section 2.4s(c)(iii).




A-2









 








          (29) “GAAP” means generally accepted accounting principles as used in the United States in
effect from time to time.




          (30) “General Partner Unit” shall have the meaning set forth in the Partnership Agreement.




          (31) “Governmental Authority” means any executive, legislative, judicial, regulatory or
administrative agency, body, commission, department, board, court, tribunal, arbitrating body or
authority of the United States or any foreign country, or any state, local or other governmental
subdivision thereof.




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




          (33) “Hazardous Substances” means (i) any petrochemical or petroleum products, radioactive
materials, explosive materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid
which may contain levels of polychlorinated biphenyls, (ii) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous
materials,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic
substances,” “contaminants” or “pollutants” or words of similar meaning and regulatory effect
under Environmental Laws or (iii) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any applicable Environmental Law.




          (34) “Incentive Distribution Rights” shall have the meaning set forth in the Partnership
Agreement.




          (35) “Indemnified Party” shall have the meaning set forth in Section 7.4(a).




          (36) “Indemnifying Party” shall have the meaning set forth in Section 7.4(a).



          (37)
“Indicated Units” shall have the meaning set forth in Section 2.1.




          (38) “Indicated Purchase Price” shall have the meaning set forth in Section 2.1.




          (39) “Investors’ Rights Agreement” shall have the meaning set forth in Section 2.4(c)(v).




          (40) “Issuer” shall have the meaning set forth in the preamble to this Agreement.




          (41) “Issuer’s Knowledge” means the actual knowledge of an executive officer of the
Partnership Parties after reasonable inquiry. For purposes of this definition the executive
officers of the Partnership Parties are Jerry Cash, David Grose and Richard Muncrief.




          (42) “Losses” shall have the meaning set forth in Section 7.2(a).




A-3









 








          (43) “Material Adverse Effect” shall have the meaning set forth in Section 4.1.




          (44) “Material Contracts” shall mean, as of the date of this Agreement, all contracts,
agreements, personal property leases, commitments, understandings or instruments of any
Partnership Party or by which any Partnership Party is bound with a value in excess of $250,000 or
with annual payments greater than $100,000, other than any leases.




          (45) “Partnership Agreement” shall have the meaning set forth in Section 2.4(c)(ii).




          (46) “Partnership Parties” shall have the meaning set forth in Section 4.1.



          (47)
“Permits” shall have the meaning set forth in Section 4.22.




          (48) “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.




          (49) “Pro-Forma Balance Sheet” shall have the meaning set forth in Section 4.11(b).




          (50) “Pro-Forma EBITDA Statement” shall have the meaning set forth in Section 4.11(b).




          (51) “Pro-Forma Financial Statements” shall have the meaning set forth in Section 4.11(b).




          (52) “QRC” shall have the meaning set forth in the preamble to this Agreement.




          (53) “QRC Material Adverse Effect” shall have the meaning set forth in Section 3.1.




          (54) “Registration Rights Agreement” means that Registration Rights Agreement, dated as of
December 22, 2006, among Issuer and each of the investors signatory thereto, as amended.




          (55) “Securities Act” shall have the meaning set forth in the recitals to this Agreement.




          (56) “Seller Indemnitors” shall have the meaning set forth in Section 7.2(b).




          (57) “Subsidiary” of any Person (the “Subject Person”) means any Person, whether incorporated
or unincorporated, of which (i) at least 50% of the securities or ownership interests having by
their terms ordinary voting power to elect a majority of the board of directors or other Persons
performing similar functions, (ii) a general partner interest or (iii) a




A-4









 







managing member interest, is directly or indirectly owned or controlled by the Subject Person
or by one or more of its respective Subsidiaries.




          (58) “Survival Period” shall have the meaning set forth in Section 7.1(c).




          (59) “Tax” means any tax, charge, fee, levy, penalty or other assessment imposed by any U.S.
federal, state, local or foreign taxing authority, including any excise, property, income, sales,
transfer, franchise, payroll, withholding, social security or other tax, including any interest,
penalties or additions attributable thereto.




          (60) “Tax Return” means any return, report, information return, declaration, claim for refund
or other document (including any related or supporting information) supplied or required to be
supplied to any authority with respect to Taxes and including any supplement or amendment thereof.




          (61) “Transaction Documents” shall mean this Agreement, the Partnership Agreement, the First
Amendment to Registration Rights Agreement, the Investors’ Rights Agreement, the Purchase and Sale
Agreement and any other documents or agreements executed in connection with the transactions
contemplated hereunder.




          (62) “Transactions” shall mean the transactions contemplated by the Transaction Documents.




     1.2 Interpretations. Unless expressly provide 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, or to the
Table of Contents, 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;




A-5









 








          (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.





A-6









 








EXHIBIT B




Escrow Agreement




B-1









 





EXHIBIT C




First Amendment to Registration Rights Agreement




C-1









 





EXHIBIT D




Second Amended and Restated Partnership Agreement




D-1









 





EXHIBIT E




Amended and Restated Investors’ Rights Agreement




E-1









 





EXHIBIT F




Form of Tax Opinion of Stinson Morrison Hecker LLP




     Based on the assumptions and limitations set forth herein, the QMLP Representation Letter and
other information provided to us by GP, the truth, accuracy and completeness of all of which we are
relying upon, it is our opinion that 90% or more of the pro forma gross income of the Partnership
for the six months ending June 30, 2007,  would have constituted “qualifying income” within the
meaning of section 7704(d) of the Internal Revenue Code of 1986, as amended.



F-1









 





EXHIBIT G




Form of Opinion of Stinson Morrison Hecker LLP




     1. Each of GP, Issuer and Bluestem is a limited liability company or limited partnership, as
applicable, duly formed, validly existing and in good standing under the laws of the State of
Delaware and has all requisite limited liability company or limited partnership, as applicable,
power and authority (a) to own, lease and operate its properties, and to carry on its business as
is now being conducted, as described in QRC’s Form 10-K for the year ended December 31, 2006, as
amended, or in any subsequent filings with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and (b) in the case of GP, to act as general partner of Issuer.
Based solely upon our review of the Certificates of Good Standing regarding GP, Issuer and Bluestem
identified on Annex I.B. hereto, each of GP, Issuer and Bluestem is qualified to do
business as a foreign limited liability company, and is in good standing, under the laws of the
State of Kansas and the State of Oklahoma. Based solely upon our review of the Certificates of
Good Standing regarding QRC identified on Annex I.B. hereto, QRC is qualified to do
business as a foreign corporation, and is in good standing, under the laws of the State of Kansas
and the State of Oklahoma.



     2. Each of GP and Issuer has the limited liability company or limited partnership, as
applicable, power and authority to execute and deliver the Transaction Documents to which it is a
party and to consummate the Transactions of GP or Issuer, as applicable, thereunder. The execution
and delivery by each of GP and Issuer of the Transaction Documents to which it is a party, and the
consummation by each of GP and Issuer of its Transactions thereunder, have been duly and validly
authorized by GP or Issuer, as applicable, and no other limited liability company or limited
partnership, as applicable, proceedings on the part of GP or Issuer are necessary to authorize the
Transaction Documents to which it is a party or to consummate the Transactions of GP or Issuer, as
applicable, contemplated thereby. Each of the Transaction Documents to which GP or Issuer is a
party has been duly executed and delivered by GP or Issuer, as applicable and each Transaction
Document constitutes the valid and binding agreement of QRC, GP and Issuer, as applicable, to which
it is a party thereto, and is enforceable against QRC, GP and Issuer, as applicable, in accordance
with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally
and by general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties
and indemnification and contribution and an implied covenant of good faith and fair dealing.



     3. GP is the sole general partner of Issuer and, upon Closing, will own 276,531 General
Partner Units representing a 2% general partner interest in Issuer; and GP owns such General
Partner Units free and clear of all liens, encumbrances, security interests, charges and other
claims (except for the requirements of applicable securities laws and restrictions and requirements
on transferability described in the Transaction Documents) (i) in respect of which a financing
statement under the Uniform Commercial Code of Delaware naming GP as debtor is on file as of a
recent date in the office of the Secretary of State of the State of Delaware (based solely upon our
review of a specific search of such Secretary of State) or (ii) otherwise known to us, without
independent investigation, other than those created by or arising under the



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Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and except, in the
case of either (i) or (ii), security interests created under the GP’s financing agreements.



     4. GP owns the Incentive Distribution Rights free and clear of all liens, encumbrances,
security interests, charges and other claims (except for the requirements of applicable
securities laws and restrictions and requirements on transferability described in the Transaction
Documents) (i) in respect of which a financing statement under the Uniform Commercial Code of
Delaware naming GP as debtor is on file as of a recent date in the office of the Secretary of State
of the State of Delaware (based solely upon our review of a specific search of such Secretary of
State) or (ii) otherwise known to us, without independent investigation, other than those created
by or arising under the Delaware LP Act and except, in the case of either (i) or (ii), security
interests created under the GP’s financing agreements.



     5. Immediately after the Closing, the only issued and outstanding limited
partner interests of Issuer will consist of 8,614,866 Common Units, 35,134 Class A
SubordinatedUnits, 4,900,000 Class B Subordinated Units and the Incentive Distribution Rights.
All outstanding Common Units, Class A Subordinated Units, Class B Subordinated Units and Incentive
Distribution Rights and the partnership interests represented thereby outstanding prior to the
consummation of the Transactions have been duly authorized, validly issued in accordance with the
Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Section 17-607 and Section 17-804
of the Delaware LP Act). All Common Units being issued pursuant to the Purchase Agreement and the
partnership interests represented thereby have been duly authorized and, when paid for, issued and
delivered pursuant to the Purchase Agreement, will be validly issued in accordance with the
Partnership Agreement and will be fully paid (to the extent required under the Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607
and Section 17-804 of the Delaware LP Act), free and clear of any liens (other than those arising
under the Transaction Documents or those created by the Buyers), encumbrances, security interests,
charges and other claims (except for the requirements of applicable securities laws and
restrictions and requirements on transferability described in the Transaction Documents) (i) in
respect of which a financing statement under the Uniform Commercial Code of Delaware naming GP as
debtor is on file as of a recent date in the office of the Secretary of State of the State of
Delaware (based solely upon our review of a specific search of such Secretary of State) or (ii)
otherwise known to us, without independent investigation, other than those created by or arising
under the Delaware LP Act.



     6. QRC owns the Class A Subordinated Units and the Class B Subordinated Units of Issuer free
and clear of all liens, encumbrances, security interests, charges and other claims (except for the
requirements of applicable securities laws on transferability and for the restrictions and
requirements contained in the Transaction Documents) (i) in respect of which a financing statement
under the Uniform Commercial Code of Nevada naming QRC as debtor is on file as of a recent date in
the Office of the Secretary of State of the State of Nevada (based solely upon our review of a
specific search of such Secretary of State) or (ii) otherwise known to us, without independent
investigation, other than those created by or arising under the Delaware LP Act, and except, in the
case of either (i) or (ii), security interests created under QRC’s financing agreements.



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     7. QRC owns 850 Membership Interests in GP, and, to our knowledge, ACM owns 75 Membership
Interests in GP and Swank owns 75 Membership Interests in GP. The Membership Interests, and the
equity interest in GP represented thereby, have been duly authorized, validly issued in accordance
with the GP Limited Liability Company Agreement, fully paid (to the extent required under the GP
Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be
affected by Section 18-607 and Section 18-804 of the Delaware Limited Liability Company Act (the
“Delaware LLC Act”)), free and clear of any liens (other than those arising under the Transaction
Documents or those created by ACM or Swank), encumbrances, security interests, charges and other
claims (except for the requirements of applicable securities laws and restrictions and requirements
on transferability described in the Transaction Documents) (i) in respect of which a financing
statement under the Uniform Commercial Code of Delaware naming QRC as debtor is on file as of a
recent date in the office of the Secretary of State of the State of Delaware (based solely upon our
review of a specific search of such Secretary of State) or (ii) otherwise known to us, without
independent investigation, other than those created by or arising under the Delaware LLC Act and
except, in the case of either (i) or (ii), security interests created under QRC’s financing
agreements.



     8. Issuer is the sole member of Bluestem with a 100% membership interest in Bluestem; such
membership interest has been duly authorized and validly issued in accordance with the Bluestem
Limited Liability Company Agreement and is fully paid (to the extent required under the Bluestem
Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be
affected by Section 18-607 and Section 18-804 of the Delaware LLC Act); and Issuer owns such
membership interest free and clear of all liens, encumbrances, security interests, charges or
claims (except for the requirements of applicable securities laws and the restrictions and
requirements on transferability contained in the Bluestem Limited Liability Company Agreement) (i)
in respect of which a financing statement under the Uniform Commercial Code of Delaware naming
Issuer as debtor is on file as of a recent date in the Office of the Secretary of State of State of
Delaware (based solely upon our review of a specific search of such Secretary of State) or (ii)
otherwise known to us, without independent investigation, other than those created by or arising
under the Delaware LLC Act and except, in the case of either (i) or (ii), security interests
created under the Issuer’s financing agreements.



     9. The execution and delivery by each of QRC, GP and Issuer of each Transaction Document to
which it is a party do not, and the performance of its obligations and the consummation of the
Transactions of QRC, GP or Issuer, as applicable, thereunder will not: (i) with respect to GP,
conflict with, or result in a breach of any provision of, the certificate of formation of GP or the
Limited Liability Company Agreement of GP; (ii) with respect to Issuer, conflict with, or result in
a breach of any provision of, the certificate of limited partnership of Issuer or the Partnership
Agreement; (iii) constitute a default (or an event that with notice or lapse of time or both would
become a default), give rise to any right of termination, cancellation, amendment or acceleration
(with or without notice, lapse of time or both), or result in a lien on any of the equity interests
in GP or Issuer or any of their assets, under any of the agreements set forth on Annex II
to this opinion letter, except as set forth in the Transaction Documents and except for security
interests and liens on any equity interests in Issuer or GP owned by QRC created under QRC’s
financing agreements or (iv) result in a violation of the Delaware LLC Act or the Delaware LP Act,
as applicable, or federal law or any order, judgment, injunction, decree or other restriction, of
which we have knowledge, of any court or other governmental authority



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to which QRC, GP, or Issuer is subject or by which any property or asset of QRC, GP or Issuer
is bound or affected, which breaches, defaults, rights of termination, cancellation, amendment or
acceleration, liens or violations in the case of clause (iii) or (iv) above would have,
individually or in the aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, as
the case may be; provided, however, that no opinion is expressed pursuant to this paragraph with
respect to federal or state securities laws or other anti-fraud statutes, rules or regulations.



     10. No declaration, filing or registration with, or notice to, or authorization, consent or
approval of, any Governmental Authority under the Delaware LLC Act or the Delaware LP Act, as
applicable, or federal law is necessary for the offering, issuance and sale by Issuer of the
Indicated Units being delivered at the Closing Date, the execution and delivery by each of QRC, GP
and Issuer of, and the performance of its obligations under, the Transaction Documents to which it
is a party or for the consummation by QRC, GP or Issuer of the Transactions contemplated by such
Transaction Documents, other than (i) in connection with the Hart Scott Rodino pre-merger
notification filed with the Federal Trade Commission and the Department of Justice in connection
with the Asset Purchase, (ii) filings or registrations required pursuant to state or federal
securities laws, rules or regulations, as to which we do not express an opinion, or pursuant to the
rules or any stock exchange in connection with the performance of the terms of the Registration
Rights Agreement, as amended, (iii) such declarations, filings, registrations, notices,
authorizations, consents or approvals (A) as have been obtained, made or given or (B) which, if not
obtained, made or given, would not have or be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, and (iv) such consents which
(A) are of a routine or administrative nature, (B) are not customarily obtained or made prior to
the consummation of transactions such as those contemplated by the Transaction Documents and (C)
are expected in the reasonable judgment of QRC, GP or Issuer, as applicable, to be obtained or made
in the ordinary course of business subsequent to the consummation of the Transactions.



     11. Except as set forth in Section 4.10(b) of the Disclosure Schedules to the Purchase
Agreement, to our knowledge, there are no outstanding options, warrants, script rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or any right to subscribe for or
acquire, any equity securities of GP, Issuer or Bluestem, nor is there any restriction upon the
voting or transfer of any equity securities of GP, Issuer or Bluestem, pursuant to the Limited
Liability Company Agreement of GP, the Partnership Agreement or the Limited Liability Company
Agreement of Bluestem, as applicable. To our knowledge, other than those contained in the
Transaction Documents, there are no anti-dilution or price adjustment provisions applicable to
Issuer’s Partnership Interests or the GP’s Membership Interests.



     12. Neither the GP nor Issuer is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.



     13. The issuance and sale of the Indicated Units pursuant to the Purchase Agreement is exempt
from the registration requirements of the Securities Act of 1933, as amended..



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EXHIBIT H




Form of Opinion of Brownstein Hyatt Farber Schreck, P.C.




     1. QRC has been duly organized as a corporation, is validly existing and in good standing
under the laws of the State of Nevada, and has the requisite corporate power and authority to own,
lease and/or operate its properties and to conduct its business as currently conducted.



     2. QRC has the corporate power and authority to execute and deliver the Transaction Documents
to which it is a party and to consummate the Transactions contemplated thereby. The execution and
delivery by QRC of the Transaction Documents to which it is a party and the consummation of the
Transactions contemplated thereby have been duly authorized by QRC. Each of the Transaction
Documents to which QRC is a party have been duly executed and delivered by QRC.



     3. The execution and delivery by QRC, and the performance by QRC of its obligations under,
each of the Transaction Documents to which it is a party, and the consummation of the Transactions
contemplated thereby do not violate or contravene the QRC Governing Documents, any Applicable
Nevada Law, or any Applicable Nevada Orders.



     4. No declaration, filing or registration with, or notice to, or consent, approval,
authorization or exemption from or of, any Nevada Governmental Authorities is necessary under
Applicable Nevada Law for the issuance and sale of the Indicated Units by Issuer or for the
consummation by QRC of the Transactions contemplated under the Transaction Documents, other than
(i) such consents that have been obtained or made and (ii) such declarations, filings,
registrations, notices, authorizations, consents or approvals which, if not obtained or made, would
not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect or a QRC Material Adverse Effect.



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EXHIBIT I




Certificate of Issuer




     In connection with that Purchase Agreement, dated as of October 16, 2007 (this “Agreement”),
made and entered into by and among Quest Midstream Partners, L.P., a Delaware limited partnership
(“Issuer”), Quest Midstream GP, LLC, a Delaware limited liability company, Quest Resource
Corporation, a Nevada corporation, and Alerian Opportunity Partners IX, L.P., Bel Air MLP Energy
Infrastructure Fund, LP, Tortoise Capital Resources Corporation, Tortoise Gas and Oil Corporation,
Dalea Partners, LP, Hartz Capital MLP, LLC, ZLP Fund, L.P., KED MME Investment Partners, LP,
Eagle Income Appreciation Partners, L.P., Eagle Income Appreciation II, L.P., Citigroup Financial
Products, Inc. and The Northwestern Mutual Life Insurance Company, the undersigned, being the Chief
Executive Officer and Chief Financial Officer of Issuer, respectively, hereby certify on behalf of
the Issuer and not in any individual capacity that the representations and warranties in Article IV
of the Agreement are true and correct as of the Closing as though made at that time (except for
representations and warranties that speak as of a specific date, which are true and correct as of
such specified date) without giving effect to or taking into consideration the Acquired Entities
(as defined below), the Asset Purchase or any matter related thereto; provided however, that with
respect to Section 4.5 only, as of the Closing, Section 4.5 is hereby amended as follows:




Except for Issuer’s ownership of (i) a 100% membership interest in Midcoast Kansas
Pipeline, L.L.C., a Delaware limited liability company (“MKP”), (ii) a 100%
membership interest in Midcoast Kansas General Partner, L.L.C., a Delaware limited
liability company (“MKGP”), (iii) an indirect 100% ownership interest in Enbridge
Pipelines (KPC), a Kansas general partnership (“KPC” and collectively, with MKP and
MKGP, the “Acquired Entities”), and (iv) a 100% membership interest in Bluestem,
Issuer does not own or hold any equity ownership interest in any other Person.




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EXHIBIT J




Certificate of QRC




     In connection with that Purchase Agreement, dated as of October 16, 2007 (this “Agreement”),
made and entered into by and among Quest Midstream Partners, L.P., a Delaware limited partnership,
Quest Midstream GP, LLC, a Delaware limited liability company, Quest Resource Corporation, a Nevada
corporation (“QRC”), and Alerian Opportunity Partners IX, L.P., Bel Air MLP Energy Infrastructure
Fund, LP, Tortoise Capital Resources Corporation, Tortoise Gas and Oil Corporation, Dalea Partners,
LP, Hartz Capital MLP, LLC, ZLP Fund, L.P., KED MME Investment Partners, LP, Eagle Income
Appreciation Partners, L.P., Eagle Income Appreciation II, L.P., Citigroup Financial Products,
Inc. and The Northwestern Mutual Life Insurance Company, the undersigned, being the Chief Executive
Officer and Chief Financial Officer of QRC, respectively, hereby certify on behalf of QRC and not
in any individual capacity that the representations and warranties in Article III of the Agreement
are true and correct as of the Closing as though made at that time (except for representations and
warranties that speak as of a specific date, which are true and correct as of such specified date)
without giving effect to or taking into consideration the Acquired Entities (as defined below), the
Asset Purchase or any matter related thereto. For purposes hereof, “Acquired Entities” means (i)
Midcoast Kansas Pipeline, L.L.C., a Delaware limited liability company, (ii) Midcoast Kansas
General Partner, L.L.C., a Delaware limited liability company, and (iii) Enbridge Pipelines (KPC),
a Kansas general partnership.




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