exv10w15






Exhibit 10.15




Execution Copy




ASSUMPTION AGREEMENT




     THIS ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September
21, 2010, by and between PostRock Energy Services Corporation, formerly known as Quest Resource
Corporation, a Delaware corporation (“Assignor”), and Quest Eastern Resource LLC, a
Delaware limited liability company (“Assignee”).



RECITALS




     WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;



     WHEREAS, Assignor, Royal Bank of Canada, as the administrative agent and collateral agent
(“Agent”), and as sole lender party thereto (the “Lender”) entered into that
certain Second Amended and Restated Credit Agreement, dated as of September 11, 2009 (as amended by
the First Amendment to Second Amended and Restated Credit Agreement, dated November 30, 2009, the
Second Amendment to Second Amended and Restated Credit Agreement, dated December 17, 2009, the
Third Amendment to Second Amended and Restated Credit Agreement, dated as of February 18, 2010 and
the Fourth Amendment to Second Amended and Restated Credit Agreement, dated July 11, 2010, by and
between the Assignor, the Lenders and the Agent (the “Original Credit Agreement”), pursuant
to which Lenders made certain loans to Assignor (the “Original Loans”), the outstanding
balance of which on the date hereof is $43,760,206.42;



     WHEREAS, Agent and the Lender consent to the assignment of all Assignor’s rights and
obligations under the Original Credit Agreement to Assignee, subject to the terms hereof;



     WHEREAS, Agent, the Lender and Assignee have agreed to amend and restate the Original Credit
Agreement by entering into the Third Amended and Restated Credit Agreement, dated as of the date
hereof (the “Restated Credit Agreement”), in order to (a) reflect that Assignee is the sole
borrower under the Restated Credit Agreement, (b) release the Assignee from its Guaranty and (c)
amend the Original Credit Agreement as otherwise described in the Restated Credit Agreement;



     WHEREAS, the Restated Credit Agreement requires that the parties hereto enter into this
Agreement;



     NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the
parties hereto hereby agree as follows:



     1. Capitalized terms used but not otherwise defined in this Agreement have the meanings given
said terms in the Restated Credit Agreement.



     2. Assignor hereby irrevocably assigns to Assignee, and Assignee hereby irrevocably assumes
from Assignor, all of Assignor’s rights, interests, liabilities and obligations as the Borrower
under the Original Credit Agreement.



     3. From and after the date of this Agreement, (a) Assignee will be the sole Borrower under the
Original Credit Agreement as amended and restated by the Restated Credit Agreement with all the
rights and obligations of the Borrower thereunder and will be bound by all of the



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provisions of the Restated Credit Agreement applicable to the Borrower; including, but not
limited to, the payment of the Indebtedness (including the Original Loans) and all interest and
other secured obligations in compliance with the terms of the Restated Credit Agreement, (b)
Assignor will relinquish its rights as the Borrower under the Restated Credit Agreement to
Assignee, and (c) Assignor will be relieved of all of its obligations and liabilities as the
Borrower under the Restated Credit Agreement.




     4. Assignee represents and warrants as follows:




     (a) The execution, delivery and performance of this Agreement are within
Assignee’s powers and have been duly authorized by all necessary corporate or other
action.




     (b) This Agreement constitutes the legal, valid and binding obligation of
Assignee, enforceable against Assignee in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.



     5. This Agreement will be binding upon and will inure to the benefit of Assignor and Assignee
and their respective successors and assigns.



     6. This Agreement may be executed in one or more counterparts (and by different parties hereto
on different counterparts), each of which will be deemed to be an original and all of which
together will be deemed to be one and the same instrument. Delivery of an executed counterpart of
a signature page of this Agreement by facsimile or other electronic means shall be effective as
delivery of a manually executed counterpart of this Agreement.



     7. This Agreement and the rights and obligations of the parties under this Agreement shall be
governed by, and construed and interpreted in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely within such state.



     8. Any one or more of the provisions in this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality and unenforceability without affecting the validity, legality and
enforceability of the remaining provisions of this Agreement; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written by their respective duly authorized officers.



	 	 	 	 	 	 	 

	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 	 	POSTROCK ENERGY SERVICES CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David C. Lawler	 	 
	 

	 	 	 	 

David C. Lawler
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 
	 	 	QUEST EASTERN RESOURCE LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By PostRock Energy Services Corporation,	 	 
	 	 	     its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David C. Lawler	 	 
	 

	 	 	 	 

David C. Lawler
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 






Signature Page to Assumption Agreement
















 







Agent and Lenders join in the execution of this Agreement for the sole purpose of consenting to the
assignment of all of Assignor’s rights, interests, liabilities and obligations as the Borrower
under the Original Credit Agreement from Assignor to Assignee subject to the terms and conditions
of this Agreement.




	 	 	 	 	 	 	 	 	 

	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ROYAL BANK OF CANADA
	 	 	 	 	     as Administrative Agent and Collateral Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Susan Khokher	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  Susan Khokher	 	 
	 

	 	 	 	 	 	Title:    Manager, Agency	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ROYAL BANK OF CANADA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Leslie P. Vowell	 	 
	 

	 	 	 	 	 	 
      Leslie
P. Vowell	 	 
	 

	 	 	 	 	 	     Attorney-in-Fact	 	 






Signature Page to Assumption Agreement