exv10w9






Exhibit 10.9







*** indicates material that has been omitted pursuant to a Request for Confidential Treatment filed
with the Securities and Exchange Commission. A complete copy of this agreement, including the
redacted portions so indicated, has been filed separately with the Securities and Exchange
Commission.








EXECUTION




ASSET SALE AGREEMENT




(PostRock Energy Corporation)



     THIS ASSET SALE AGREEMENT (this “Agreement”), dated as of September 21, 2010, is made by and
between POSTROCK ENERGY CORPORATION, a Delaware corporation (the “Company”), and ROYAL BANK OF
CANADA, as Lender (as defined below).



R E C I T A L S:




     A. Pursuant to that certain Third Amended and Restated Credit Agreement, dated of even date
herewith (as the same may hereafter be amended, supplemented and restated, the “Credit Agreement”),
among QUEST EASTERN RESOURCE LLC, a Delaware limited liability company (“Borrower”), Royal Bank of
Canada, as lender (“Lender”), and Royal Bank of Canada, as administrative agent and collateral
agent (in its capacity as administrative agent and collateral agent, the “Administrative Agent”),
the Lender agreed to make Loans for the account of the Borrower.



     B. Pursuant to Section 4.01(b)(i) of the Credit Agreement, Borrower is required to deliver to
the Administrative Agent this Agreement executed by the Company.



     C. The Company has duly authorized the execution, delivery and performance of this Agreement.



     D. Company owns indirectly 100% of the equity of Borrower.



     E. It is in the best interests of the Company to execute this Agreement inasmuch as the
Company will derive substantial direct and indirect benefits from the loans made from time to time
to or for the account of the Borrower.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to fulfill the requirements of the Credit Agreement, the Company agrees,
for the benefit of Lender, as follows:



ARTICLE I

DEFINITIONS




     SECTION 1.1. Certain Terms. The following capitalized terms when used in this
Agreement, including its preamble and recitals, shall have the following meanings (such definitions
to be equally applicable to the singular and plural forms thereof):



     “Administrative Agent” is defined in Recital A.



     “Agreement” is defined in the preamble.





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     “Amount of Loss” shall mean (A) if the amount paid to Lender (whether for principal, interest,
fees, expenses, or otherwise) in connection with a Qualifying Sale is (i) $*** or more, zero, (ii)
if the amount paid is less than $*** but equal to or more than $***, then the excess of $*** over
the amount paid to Lender in connection with a Qualifying Sale (excluding any payment pursuant to
this Agreement) but in no event to exceed $7,500,000, and (iii) if the amount paid to Lender
(whether for principal, interest, fees, expenses or otherwise) in connection with a Non-Qualifying
Sale is less than $***, $7,500,000 and (B) in connection with the Company’s exercise of the Put
Option, $7,500,000.



     “Borrower” is defined in Recital A.



     “Business Day” shall have the meaning set forth for such term in the Credit Agreement;
“Business Days” shall be the plural of Business Day.



     “Closing Date” is defined in Section 2.1.



     “Company” is defined in the preamble.



     “Company Share Payment Notice” is defined in Section 2.1.



     “Company Shares” means shares of common stock of the Company, $0,001 par value.



     “Credit Agreement” is defined in Recital A.



     “Current Operating Agreement” is defined in Section 4.2(d).



     “Deferred Payment Amount” means, in connection with a Qualifying Sale or a Non-Qualifying
Sale, the amount or amounts of any purchase price deferred, whether or not evidenced by a
promissory note.



     “Escrowed Amount” means, in connection with a Qualifying Sale or a Non-Qualifying Sale, the
amount or amounts placed in escrow against any liabilities associated with the assets being sold,
which amount will be paid either to the buyer or the Lender, subject to Lender’s obligation to
remit any released Escrowed Amount to the Company to the extent required under Section 2.1(b)
hereof.



     “Fees and Expenses” is defined in Section 5.8.



     “Intercompany Loans” means all outstanding intercompany loans made by the Company or PESC to
Borrower permitted under the Credit Agreement in the aggregate not to exceed $2,000,000.



     “Lender” is defined in the Recital A.



     “Loan Documents” means the Loan Documents (as defined in the Credit Agreement).



     “Marcellus Assets” means the Marcellus shale gas properties owned by Borrower and located in
New York and West Virginia that constitute the real property collateral mortgaged by Borrower to
secure repayment of amounts owing under the Credit Agreement and Note.



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     “Marcellus Pipeline” means the gathering system owned and operated by Borrower.



     “New Operating Agreement” is defined in Section 4.2(d).



     “Non-Qualifying Sale” means a sale made with the consent of Lender, which sale would otherwise
meet the definition of a Qualifying Sale, except that the sale will result in a payment to the
Lender of less than $*** (excluding any payment made pursuant to this Agreement).



     “Note” means the Note (as defined in the Credit Agreement).



     “Notice of Registered Holder” is defined in Section 3.1.



     “Obligations” means the Obligations (as defined in the Credit Agreement).



     “PESC” means PostRock Energy Services Corporation, a Delaware corporation



     “Pipeline Purchase Price” is defined in Section 4.3(b).



     “Pipeline Sale Circumstance” and “Pipeline Sale Circumstances” are defined in Section 4.3(b).



     “PMP” is defined in the definition of “QC Marcellus Assets”



     “Proposed Non-Qualifying Sale” is defined in Section 4.2(a).



     “Put Exercise Circumstance” is defined in Section 4.2(b)



     “Put Option” is defined in Section 4.2(b)



     “Put Transfer” means the transfer of 100% of the equity interest in Borrower by PESC to
Lender, after and as a result of the Company’s exercise of the Put Option.



     “Qualifying Sale” means (i) a voluntary sale of the Marcellus Assets resulting in payment to
the Lender of no less than $*** (excluding any payment made pursuant to this Agreement) or (ii) a
voluntary sale of a controlling interest in the equity of Borrower resulting in a payment to such
equity holder of no less than $*** (excluding any payment made pursuant to this Agreement; provided
that any such sale involving an Escrow Amount or a Deferred Payment Amount will constitute a
Qualifying Sale only if the other consideration for such sale includes cash proceeds that result in
an amount being paid to Lender on the Closing Date of at least $*** (excluding any payment made
pursuant to this Agreement).



     “QC Marcellus Assets” means the Marcellus shale gas properties owned by PostRock MidContinent
Production, LLC, successor by merger to Bluestem Pipeline, LLC and Quest Cherokee, LLC (“PMP”)
located in New York and West Virginia that constitute a portion of the real property collateral
mortgaged by PMP to secure repayment of amounts owing under the Borrowing Base Credit Agreement,
dated of even date herewith, by and among, PESC and PMP, as borrowers, and Royal Bank of Canada, as
administrative agent and collateral agent.



     “Sale Process” is defined in Section 4.1.



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     “Taxes” is defined in clause (a) of Section 2.7.



     “UCC” means the Uniform Commercial Code as in effect in the State of New York.



     SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, capitalized terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Credit Agreement.



ARTICLE II

LIMITED LOSS SHARING PROVISIONS




     SECTION 2.1. Limited Loss Sharing.



     (a) The Company hereby absolutely, unconditionally, and irrevocably agrees to pay to Lender
the Amount of Loss, if any, which Lender suffers as a result of a Qualifying Sale or a
Non-Qualifying Sale or to which Lender is entitled hereunder in connection with the Put Transfer.
The Company shall have the option of paying such Amount of Loss, in cash or Company Shares (or a
combination thereof) at the closing of any Qualifying Sale, Non-Qualifying Sale, or Put Transfer
(the “Closing”; the date on which the Closing occurs, the “Closing Date”). The Company shall
notify the Administrative Agent in writing at least five (5) Business Days in advance of the
Closing Date of its election to pay all or a portion of the Amount of Loss in Company Shares (such
notice whether to pay all or a portion of the Amount of Loss or of the Pipeline Purchase Price, the
“Company Share Payment Notice”). The Company is not a guarantor of the Credit Agreement and
therefore the Company has no obligations of any kind related to the Credit Agreement except those
set forth in this Agreement that are specifically related to a Qualifying Sale, a Non-Qualifying
Sale, a Put Transfer, and the matters set forth in Article IV.



     (b) With regard to any Qualifying Sale or Non-Qualifying Sale that involves an Escrowed Amount
or a Deferred Payment Amount, the Amount of Loss shall be calculated on the Closing Date excluding
the Escrowed Amount and the Deferred Payment Amount, but after repayment of any Intercompany Loans,
in any case. If upon disbursement of Escrowed Amount and/or the Deferred Payment Amount, the
amount of the payment to Lender would result in Lender receiving more than Lender would be entitled
to under this Agreement, any excess shall be remitted by Lender to the Company within five (5)
Business Days (to the extent received by Lender, or if amounts in respect of Deferred Payment
Amount are received by the Company, the Company may retain any such excess). For example, if the
Marcellus Assets are sold for $*** cash on the Closing Date, the Amount of Loss (after repayment of
all Intercompany Loans) will be $5,550,000 ($*** minus $***). If the Marcellus Assets are sold for
a total of $*** but $*** is paid in cash on the Closing Date and $5,000,000 is placed in escrow and
becomes the Escrowed Amount, the Amount of Loss (after repayment of all Intercompany Loans)
calculated at the Closing Date will be $7,500,000 (the excess of $*** minus $*** (subject to
$7,500,000 maximum)). If the $5,000,000 in Escrowed Amount is subsequently disbursed to the
Lender, the Amount of Loss will be recalculated (trued-up) based on a sale price of $*** and the
Amount of Loss as recalculated will be $5,550,000. Therefore, the Lender will retain $3,050,000 of
the Escrowed Amount and the Lender will remit to the Company $1,950,000 within five (5) Business
Days.



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     SECTION 2.2. Minimum Proceeds. Lender shall have no obligation, and there is no
agreement or understanding obligating Lender, to consent to a sale that would constitute a
Non-Qualifying Sale if Lender were to consent to such sale. The Administrative Agent’s lien on the
Marcellus Assets and Borrower’s equity held for the benefit of the Lender shall not be released if
less than $*** is paid to Lender (excluding any payment made to Lender under this Agreement),
except in connection with a Non-Qualifying Sale.



     SECTION 2.3. Satisfaction of Obligations. Lender hereby absolutely, unconditionally,
and irrevocably agrees to accept in full payment of the Obligations, (i) the Net Cash Proceeds
received by Borrower (or Borrower’s equity holder, in the case of a sale of Borrower’s equity) and
paid to Lender in connection with a Qualifying Sale or a Non-Qualifying Sale, together with the
Amount of Loss, if any, paid by the Company pursuant to this Agreement (up to but not exceeding the
amount of the Obligations at the time then owing by Borrower to Lender), or (ii) in the case of an
exercise of the Put Option, the Put Transfer, together with any amount payable pursuant to Section
4.2(b) of this Agreement (up to but not exceeding the amount of the Obligations at any time then
owing by Borrower to Lender). Upon satisfactory evidence that such payments have been or will be
made to Lender’s satisfaction, Lender will instruct the Administrative Agent to execute and deliver
on or prior to the Closing Date, to such party as Borrower shall direct, all mortgage releases and
uniform commercial code financing statement termination statements covering the Borrower’s
collateral, including the Marcellus Assets, and shall return to the Company the certificates (if
any) representing the equity of the Borrower owned indirectly by the Company.



     SECTION 2.4. Indemnification. The Company hereby absolutely, unconditionally, and
irrevocably indemnifies and holds harmless Lender for any and all costs and expenses (including
reasonable attorney’s fees and expenses) incurred by Lender in enforcing any rights against the
Company under this Agreement.



     SECTION 2.5. Agreement Absolute, etc. This Agreement shall in all respects be a
continuing, absolute, unconditional and irrevocable obligation of the Company, and shall remain in
full force and effect until the first to occur of (i) all Obligations (other than contingent
obligations, such as those for indemnification) of the Borrower have been paid in full (ii) a
Qualifying Sale or Non-Qualifying Sale shall have occurred on the Closing Date; or (iii) the
Company shall have exercised the Put Option and all related obligations under the provisions of
Article IV have been satisfied. The Company may not rescind or revoke its obligations hereunder.
The liability of the Company under this Agreement shall be absolute, unconditional (except as
provided by the terms of this Agreement) and irrevocable irrespective of: (1) any lack of validity,
legality or enforceability of the Credit Agreement, the Note or any other Loan Document; (2) the
failure of Lender (a) to assert any claim or demand or to enforce any right or remedy against the
Borrower or any other Person under the provisions of the Credit Agreement, the Note, any other Loan
Document or otherwise, or (b) to exercise any right or remedy against any collateral securing, any
Obligations of the Borrower, (3) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of the Borrower, or any other extension, compromise or
renewal of any Obligations of the Borrower; (4) any reduction, limitation, impairment or
termination of any Obligations of the Borrower for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and Company hereby
waives any right to or claim of) any defense or setoff,



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counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Obligations of the Borrower, or otherwise; (5) any amendment to, rescission, waiver,
or other modification of, or any consent to departure from, any of the terms of the Credit
Agreement, the Note or any other Loan Document; (6) any addition, exchange, release, surrender or
non-perfection of any collateral, or any amendment to or waiver or release or addition of, or
consent to departure from, any guaranty held by the Administrative Agent, Lender or any holder of
the Note securing any of the Obligations of the Borrower; (7) the insolvency or bankruptcy of, or
similar event affecting, the Borrower; or (8) any other circumstance which might otherwise
constitute a defense available to, or a legal or equitable discharge of, the Borrower. The Company
waives all rights and defenses which may arise with respect to any of the foregoing, and the
Company waives any right to revoke this Agreement with respect to future indebtedness.




     SECTION 2.6. Reinstatement. The Company agrees that this Agreement shall continue to
be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part
and whether in cash or by issuance of Company Shares) of any of the Obligations is rescinded or
must otherwise be restored by the Administrative Agent, Lender or any holder of the Note, upon the
insolvency, bankruptcy or reorganization of Borrower, or otherwise, all as though such payment had
not been made.



     SECTION 2.7. Waiver, etc. The Company hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations of the Borrower and this
Agreement and any requirement that the Administrative Agent, the Lender or any holder of the Note
protect, secure, perfect or insure any security interest or Lien, or any property subject thereto,
or exhaust any right or take any action against the Borrower, or any collateral securing the
Obligations of the Borrower, as the case may be.



     SECTION 2.8. Waiver of Subrogation. Until the Obligations are paid in full or
satisfaction of the conditions specified in Section 2.3, and except for Borrower’s repayment of the
Intercompany Loans, which may occur at any time that this Agreement is in effect, the Company shall
not enforce or exercise any claim or other rights which it may now or hereafter acquire against the
Borrower that arise from the existence, payment, performance or enforcement of Company’s
obligations under this Agreement or any other Loan Document, including any right of subrogation,
reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of
the Administrative Agent or Lender against the Borrower or any collateral which the Administrative
Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including the right to take or receive from the Borrower,
directly or indirectly, in cash or other property or by set-off or in any manner, payment or
security on account of such claim or other rights. If any amount shall be paid to Company in
violation of the preceding sentence, such amount shall be deemed to have been paid to Company for
the benefit of, and held in trust for, the Lender, and shall forthwith be paid to the
Administrative Agent for the benefit of the Lender by the Company to be credited and applied upon
the Obligations, whether matured or unmatured. Company acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that
the waiver set forth in this Section is knowingly made in contemplation of such benefits.



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     SECTION 2.9. Payments Free and Clear of Taxes, etc. The Company hereby agrees that:



     (a) All payments by Company hereunder shall be made in accordance with Section 3.01 of the
Credit Agreement free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto; excluding, in the case of the Administrative Agent and the
Lender, taxes imposed on or measured by its net income (including any franchise taxes imposed on or
measured by its net income), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or the Lender, as the case may be, is organized or maintains
its Lending Office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”).
In the event that any withholding or deduction from any payment to be made by the Company hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the
Company will (i) pay directly to the relevant authority the full amount required to be so withheld
or deducted; (ii) promptly forward to the Lender an official receipt or other documentation
satisfactory to the Lender evidencing such payment to such authority; and (iii) pay to the Lender
such additional amount or amounts as is necessary to ensure that the net amount actually received
by the Lender will equal the full amount the Lender would have received had no such withholding or
deduction been required. Moreover, if any Taxes are directly asserted against the Lender with
respect to any payment received by the Lender hereunder, the Lender may pay such Taxes and the
Company will promptly pay such additional amounts (including, if incurred as a result of the
Company’s or the Borrower’s action, omission or delay, any penalties, interest or expenses) as is
necessary in order that the net amount received by the Lender after the payment of such Taxes
(including any Taxes on such additional amount) shall equal the amount the Lender would have
received had such Taxes not been asserted.



     (b) If the Company fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to the Lender the required receipts or other required documentary evidence, the
Company shall indemnify the Lender for any incremental Taxes, interest or penalties that may become
payable by the Lender as a result of any such failure.



     (c) Without prejudice to the survival of any other agreement of the Company hereunder, the
agreements and obligations of the Company contained in this Section 2.9 shall survive the payment
in full of the principal of and interest on the Loan.



ARTICLE III

PROVISIONS RELATING TO COMPANY SHARES




     SECTION 3.1. Exercise of Option to Pay With Company Shares. As provided in Section
2.1 after delivery of a Company Share Payment Notice, the Company at its election may pay all or a
portion of the Amount of Loss by issuing to the Lender Company Shares. The amount of Company
Shares to be issued shall be calculated by taking the Amount of Loss to be paid using Company
Shares and dividing that amount by the average closing price of the Company’s publicly traded
common stock during the prior thirty (30) calendar day period before the date of the Company Share
Payment Notice. The resulting number, rounded up to the next whole number, is the number of
Company Shares to be issued to the Lender in full (or partial)



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payment of the Amount of Loss. Upon receipt of the Company Share Payment Notice from the
Company of its election to pay all or a portion of the Amount of Loss in Company Shares, Lender
shall within two (2) Business Days prior to the Closing Date deliver a Notice of Registered Holder
in the form of Exhibit A hereto, identifying the person into whose name the Company Shares are to
be registered on the books of the Company (the “Notice of Registered Holder”).




     SECTION 3.2. Resale Registration Statement. Contemporaneously with the execution of
this Agreement, Lender and the Company shall enter into a Registration Rights Agreement granting to
Lender certain registration and other rights.



     SECTION 3.3. Certificate(s); No Fractional Shares. The Company shall, as promptly as
practicable, execute or cause to be executed and deliver to Lender or its nominee a certificate or
certificates representing the aggregate number of Company Shares specified in the Company Share
Payment Notice. The stock certificate or certificates so delivered shall be in such denominations
as may be specified by the Lender (or its nominee) and shall be registered in the name of Lender
(or such nominee) as specified in the Notice of Registered Holder. No fractional shares will be
issued pursuant to this Agreement.



     SECTION 3.4. Expenses. The Company shall pay all expenses, in connection with the
preparation, execution and delivery of stock certificates pursuant to this Agreement, except that,
in case such stock certificates are to be registered in a name or names other than the name of the
Lender, all stock transfer taxes payable upon the execution and delivery of such stock certificate
or certificates shall be paid by the Lender at the time of delivering the Notice of Registered
Holder described in Section 3.1 above. In such case, the Lender shall deliver with such notice
evidence, satisfactory to the Company, that such taxes have been paid.



     SECTION 3.5. Shares to be Fully Paid and Nonassessable. The Company covenants that
all Company Shares which may be issued in connection with this Agreement will be, upon issuance,
fully paid and nonassessable.



ARTICLE IV

PROVISIONS RE SALE PROCESS, PUT OPTION, AND PIPELINE SALE




     SECTION 4.1. Sale Process. Lender agrees and acknowledges that (i) the bid
solicitation and sale process being conducted by Robert W. Baird & Company, under agreement with
the Company (collectively, the “Sale Process”) for the sale of the Marcellus Assets (or for 100% of
the equity of Borrower) is an acceptable and reasonable process for generating indications of
interest and purchase offers with respect to the Marcellus Assets (or 100% of the equity of
Borrower); and (ii) in the event that the Sale Process fails to result in indications of interest,
written offers or a contract for a Qualifying Sale or for a Non-Qualifying Sale or any sale,
neither the Company, nor PESC, nor the Borrower shall be liable to Lender for such failure.



     SECTION 4.2. Proposed Non-Qualifying Sales; Put Option.



     (a) In the event that the Sale Process generates one or more written offers for a sale of the
Marcellus Assets or a sale of Borrower’s equity that would, if consented to and consummated,
constitute a Non-Qualifying Sale (a “Proposed Non-Qualifying Sale”), the



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Company may or may cause Borrower (or PESC as applicable) to give written notice to Lender of
such offer(s) and provide Lender with a copy of such offer(s). Lender shall have ten (10) Business
Days to deliver its written consent to one or more of the Proposed Non-Qualifying Sales based upon
such offer(s) to Borrower, or to decline Lender’s consent to any or all such Proposed
Non-Qualifying Sales. If Lender timely delivers its written consent to one or more Proposed
Non-Qualifying Sales, the Company shall (or shall cause Borrower or PESC, as applicable to) use
commercially reasonable efforts to negotiate with the party or parties submitting offers to which
Lender has consented; provided however that neither the Company, nor PESC shall be required to make
representations and warranties in connection with any such negotiations (except a representation by
PESC to the effect that PESC owns, and has the right to convey, 100% of the equity interest of
Borrower in connection with a sale of such equity interest). Additional offers that would
constitute a Proposed Non-Qualifying Sale may be submitted by the Company to the Lender at any
time. The Company shall (or shall cause Borrower or PESC, as applicable to) use its commercially
reasonable efforts to consummate a Proposed Non-Qualifying Sale (or another Qualifying Sale, as the
case may be) that maximizes the value of the Marcellus Assets or Borrower’s equity, as the case may
be, provided however that neither the Company nor PESC shall be required to make representations
and warranties in connection with any such sale (except a representation by PESC to the effect that
PESC owns, and has the right to convey, 100% of the equity interest of Borrower in connection with
a sale of such equity interest).




     (b) In the event that (i) Lender does not timely consent to a Proposed Non-Qualifying Sale;
(ii) a Qualifying Sale or Non-Qualifying Sale fails to close after the parties to such sale enter
into a contract and such contract is terminated; (iii) no written offer is received as a result of
the Sale Process on or before December 1, 2010; or (iv) no Qualifying Sale or Non-Qualifying Sale
has closed on or before December 21, 2010 (each event specified in foregoing clauses (i)-(iv), a
“Put Exercise Circumstance”), the Company and PESC shall be entitled, upon ten (10) calendar days
written notice to Lender, given at any time on or after the occurrence of a Put Exercise
Circumstance, to require that Lender receive PESC’s transfer of (and PESC shall so transfer) 100%
of the equity in Borrower to Lender in full satisfaction of all of Obligations owed to Lender and
the Company’s obligations hereunder (the “Put Option”); provided, however, if the Put Option is
exercised, for purposes of this Agreement such exercise will trigger an Amount of Loss equal to
$7,500,000 minus the amount of any Intercompany Loans. Such Amount of Loss shall be payable on the
date the transfer of 100% of the equity in Borrower to Lender occurs. Any Put Transfer shall be
made as is and without any representations and warranties from PESC other than that PESC owns, and
has the right to convey to Lender, 100% of the equity interest in Borrower. Upon the Company’s
exercise of the Put Option, Lender shall take all actions necessary to facilitate the Put Transfer,
including without limitation, receiving the books and records of Borrower, joining in the limited
liability agreement of Borrower, and signing an assignment of such equity interest or completing
any power relating to such equity interest in Borrower.



     (c) In the event that the Put Option is exercised and the Put Transfer occurs, the Company
agrees to assist, and to cause PESC to assist, Lender with respect to clearing title as to the
Marcellus Assets in connection with Lender’s sale of the Marcellus Assets or of 100% of the equity
interest in Borrower.



 Page 9









 





     (d) In the event that Lender becomes the owner of the equity in Borrower as a result of
Company’s or PESC’s exercise of the Put Option resulting in a Put Transfer, Lender acknowledges and
agrees that the Operating Agreement set forth in Exhibit B (the “Current Operating Agreement”) will
be terminated by Quest Cherokee, LLC (or its successor by merger). The Company, at Lender’s option
(and provided that PMP is a licensed operator at that time), shall cause PMP to enter into the
Operating Agreement set forth in Exhibit C (the “New Operating Agreement”) and PMP shall operate
the wells owned by Borrower that are part of the Marcellus Assets until the earlier of (i) the date
upon which Borrower no longer owns such wells; or (ii) six (6) months from the date that Lender
becomes the owner of the equity in Borrower.



     SECTION 4.3. Marcellus Pipeline Sale.



     (a) As to any Qualifying Sale or Non-Qualifying Sale, Borrower shall be entitled to contract
with a buyer of the Marcellus Assets even if such buyer does not contract to buy the QC Marcellus
Assets contemporaneously therewith. In the event that Borrower contracts with a buyer on such
terms, Borrower shall be entitled to exclude the Marcellus Pipeline from the Marcellus Assets to be
sold.



     (b) In the event that (i) a Qualifying Sale or Non-Qualifying Sale occurs but the QC Marcellus
Assets are not sold contemporaneously with such Qualifying Sale or Non-Qualifying Sale; or (ii) the
Company or PESC exercise the Put Option ((i) and (ii) collectively, the “Pipeline Sale
Circumstances”, singly a “Pipeline Sale Circumstance”), Lender agrees that Borrower may sell the
Marcellus Pipeline to PESC or its designee (and that Lender shall cause Borrower to sell the
Marcellus Pipeline to PESC or its designee if Lender is the owner of Borrower as a result of
Company’s or PESC’s exercise of the Put Option), in either case for a purchase price of $2,300,000
(the “Pipeline Purchase Price”). In the case of a Pipeline Sale Circumstance arising under clause
(i), such sale of the Marcellus Pipeline shall occur on the Closing Date. In the case of a
Pipeline Sale Circumstance arising under clause (ii), such sale of the Marcellus Pipeline shall
occur as soon as practicable but in any event no later than ten (10) Business Days from the date
that the Company or PESC exercises the Put Option. Lender agrees to take commercially reasonable
action necessary to facilitate such sale of the Marcellus Pipeline; provided however, the Marcellus
Pipeline will be sold as is and without any representations or warranties from Lender.



     (c) The Pipeline Purchase Price constitutes the release price to be paid to Lender to release
its liens on the Marcellus Pipeline. Any Intercompany Loans will be credited against the Pipeline
Purchase Price, and any balance of the Pipeline Purchase Price shall be paid in cash.



     SECTION 4.4. Intercompany Loans. Lender irrevocably agrees that before any amount is
paid to Lender (whether for principal, interest, fees, expenses, or otherwise) in connection with a
Qualifying Sale or a Non-Qualifying Sale, all Intercompany Loans will be repaid in full with
proceeds from such Qualifying Sale or Non-Qualifying Sale, before any amounts are paid to Lender.



 Page 10









 





ARTICLE V

MISCELLANEOUS PROVISIONS




     SECTION 5.1. Loan Document. This Agreement is a Loan Document executed pursuant to
the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and provisions thereof.



     SECTION 5.2. Successors and Assigns. This Agreement benefits the Lender, and its
respective successors and assigns and binds the Company and its successors and assigns. The rights
of the Lender under this Agreement may be transferred with any assignment of the Loan pursuant to
and in accordance with the terms of the Credit Agreement. The Credit Agreement contains provisions
governing assignments of the Loan.



     SECTION 5.3. Amendments, etc. No amendment to or waiver of any provision of this
Agreement, nor consent to any departure by the Company herefrom, shall in any event be effective
unless the same shall be in writing and signed by or on behalf of the party against whom it is
sought to be enforced and is in conformity with the requirements of Section 10.01 of the Credit
Agreement. Each such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.



     SECTION 5.4. Addresses for Notices to the Company. All notices and other
communications hereunder to the Company shall be in writing and mailed or delivered to it,
addressed to it at the address set forth below or at such other address as shall be designated by
the Company in a written notice to the Administrative Agent at the address specified in the Credit
Agreement complying as to delivery with the terms of this Section. All such notices and other
communications shall, when mailed, be effective when deposited in the mail, addressed as aforesaid.
The Company’s address for notices is:


210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

Attn: Chief Executive Officer



Facsimile: (405) 702-7487

Telephone: (405) 702-7756




     SECTION 5.5. No Waiver; Remedies. In addition to, and not in limitation of, Section
2.7, no failure on the part of the Lender or any holder of a Note to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.



     SECTION 5.6. Section Captions. Section captions used in this Agreement are for
convenience of reference only, and shall not affect the construction of this Agreement.



     SECTION 5.7. Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under such law, such provision



 Page 11









 




shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.




     SECTION 5.8. Fees and Expenses. Each party shall bear its own attorney’s fees, court
costs and related expenses (the “Fees and Expenses”) in connection with its enforcement of this
Agreement; provided however, the prevailing party in any lawsuit or other action shall have the
right to payment of its reasonable out-of-pocket fees and expenses by the other party.



     SECTION 5.9. Specific Performance. Lender recognizes and acknowledges that a breach
by it of any covenants or agreements contained in this Agreement will cause the Company to sustain
damages for which the Company would not have an adequate remedy at law for money damages, and
therefore Lender agrees that in the event of any such breach, the Company shall be entitled to the
remedy of specific performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which the Company may be entitled, at law or in equity.



     SECTION 5.10. Governing Law.



     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



     (b) EACH OF THE COMPANY AND THE LENDER AGREES ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS FROM ANY
THEREOF, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY AND THE LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. THE COMPANY (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT, AND (2)
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. EACH OF THE COMPANY AND THE LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY THE LAW OF SUCH STATE.



     SECTION 5.11. Waiver of Jury Trial, Etc. EACH OF THE COMPANY AND THE LENDER HEREBY
(a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;
AND EACH OF THE COMPANY



 Page 12









 




AND THE LENDER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE COMPANY, THE ADMINISTRATIVE
AGENT OR THE LENDER, AS THE CASE MAY BE, MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE LENDER OR THE COMPANY, AS THE CASE MAY BE,
TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH ACTION
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES; PROVIDED THAT THE WAIVER CONTAINED IN THIS SECTION 5.11 SHALL NOT APPLY TO THE
EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.




     SECTION 5.12. Entire Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

SIGNATURES BEGIN ON NEXT PAGE.]




 Page 13









 





     IN WITNESS WHEREOF, Company and Lender have caused this Agreement to be duly executed and
delivered by an officer duly authorized as of the date first above written.



	 	 	 	 	 
	 	POSTROCK ENERGY CORPORATION,

a Delaware corporation,

as Company

 	 
	 	By:  	/s/ David C. Lawler
 	 
	 	 	David C. Lawler 	 
	 	 	Chief Executive Officer and President 	 
	 



ROYAL BANK OF CANADA




	 	 	 	 	 

	By:

	 	/s/ Leslie P. Vowell
 

Leslie P. Vowell
	 	 
	 

	 	Attorney-in-Fact	 	 






Signature Page









 





Exhibit A




FORM OF NOTICE OF REGISTERED HOLDER



     The undersigned, Royal Bank of Canada, the “Lender” described in that certain Asset Sale
Agreement dated as of September [__], 2010 among PostRock Energy Corporation (the “Company”), Royal
Bank of Canada, as administrative agent and collateral agent, and Royal Bank of Canada, as lender
(the “Agreement”), hereby instructs the Company to issue the Company Shares (as defined in the
Agreement) as follows:



     Please issue the certificate for the Company Shares in the name of and in the following
denominations:


 



Denominations



 



Print or type name



 



Social Security or Employer Identification Number



 



Street Address




	 	 	 	 	 

	 
	City
	 	State
	 	Zip Code






ROYAL BANK OF CANADA




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Date:
                                                            ,
          






 Exhibit A









 








Exhibit B




CURRENT OPERATING AGREEMENT








Exhibit B









 








Exhibit C




NEW OPERATING AGREEMENT




Exhibit C