exv10w17






Exhibit 10.17




EXECUTION




RELEASE AND TERMINATION OF GUARANTIES




     THIS RELEASE AND TERMINATION OF GUARANTIES (this “Release”) by Royal Bank of Canada, as
administrative agent and collateral agent (the “Releasing Party”), is effective as of September 21,
2010 (the “Effective Date”) and is made in favor of, and for the benefit of, each of PostRock
Energy Services Corporation, a Delaware corporation formerly known as Quest Resource Corporation
and successor in interest by merger to Quest Cherokee Oilfield Service, LLC (“PostRock”), STP
Newco, Inc., an Oklahoma corporation (“STP”), and PostRock MidContinent Production, LLC, a Delaware
limited liability company formerly known as Bluestem Pipeline, LLC and successor in interest by
merger to a related entity named PostRock MidContinent Production, LLC (“MidContinent”).



     WHEREAS, pursuant to the terms of that certain Amended and Restated Credit Agreement by and
among the Releasing Party, as Collateral and Administrative Agent, and PostRock, as initial
co-borrower, Quest Cherokee, LLC (now merged with and into MidContinent)(“Cherokee”), as Borrower,
and the lenders party thereto, dated as of November 15, 2007 (as further amended and supplemented
from time to time, the “First Lien Credit Agreement”), each of PostRock, PostRock MidContinent
Production, LLC (the successor by conversion to Quest Energy Partners, L.P.)(“MidContinent I”), STP
and Quest Cherokee Oilfield Service, LLC (“Oilfield”) executed and delivered a guaranty in favor of
the Secured Parties (as defined in the First Lien Credit Agreement) guaranteeing the obligations of
Cherokee under the Credit Agreement (the “First Lien Guaranties”);



     WHEREAS, pursuant to the terms of that certain Second Lien Senior Term Loan Agreement among
Releasing Party, as Administrative Agent and Collateral Agent, Cherokee, as Borrower, MidContinent
I, as Guarantor, KeyBank National Association, as syndication agent, Société Générale, as
documentation agent, and the lenders party thereto, dated as of July 11, 2008 (as further amended
and supplemented from time to time, the “Second Lien Credit Agreement”), each of PostRock,
MidContinent I, STP and Oilfield executed and delivered a guaranty in favor of the Secured Parties
(as defined in the Second Lien Credit Agreement) guaranteeing the obligations of Cherokee under the
Second Lien Credit Agreement (the “Second Lien Guaranties” and together with the First Lien
Guaranties, the “Guaranties”);



     WHEREAS, in order to effect a restructuring of debt obligations, the parties to (i) the First
Lien Credit Agreement, (ii) the Second Lien Credit Agreement and (iii) the Amended and Restated
Credit Agreement among PostRock Midstream, LLC and Bluestem Pipeline, LLC, as borrowers, Releasing
Party, as Administrative Agent and Collateral Agent, and the lenders party thereto, dated November
1, 2007 (the “Bluestem Credit Agreement”) have agreed to restructure their respective indebtedness
under First Lien Credit Agreement, Second Lien Credit Agreement and the Bluestem Credit Agreement;



     WHEREAS, this Release is related to and a part of the restructure of debt obligations referred
to in the preceding recital (the “Restructure”); and



Release and Termination of

Guaranties – Quest Cherokee Facilities





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     WHEREAS, in connection with, and in consideration of, the Restructure, the Releasing Party
wishes to forever terminate the Guaranties and release the guarantors of such Guaranties;



     NOW THEREFORE, for good and valuable consideration, the existence and sufficiency of which is
expressly recognized by all of the parties hereto, the parties agree as set forth below.



SECTION 1. Release.




     As of the Effective Date, the Releasing Party does hereby release, remise and forever
discharge each of PostRock (for itself and in its capacity as successor in interest to Oilfield),
STP and MidContinent (as successor in interest to MidContinent I) from any and all duties,
covenants, obligations and liabilities (of every kind and character and howsoever arising) under,
in connection with, arising out of, relating to, or attributable to the Guaranties. As of the
Effective Date, the Releasing Party shall have no rights against any of PostRock, STP and
MidContinent under, in connection with, arising out of, relating to, or attributable to the
Guaranties.



SECTION 2. Termination.




     As of the Effective Date, the Guaranties are hereby terminated.



SECTION 3. Governing Law.




     THIS RELEASE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
REGARDING THE CHOICE OF LAW.



SECTION 4. Valid Obligation.




     The Releasing Party hereby represents and warrants that the execution, delivery and
performance of this Release by it are within its powers and have been duly authorized by all
necessary action, and that this Release constitutes its legal, valid and binding obligation.



SECTION 5. Amendments.




     The provisions of this Release may be waived, amended or modified only in a writing signed by
all of the parties hereto.



SECTION 6. Further Assurances.




     The Releasing Party covenants and agrees that it will do, execute and deliver, or cause to be
done, executed and delivered all such further acts, instruments, documents and agreements as may be
reasonably requested by any of the parties hereto (at the expense of such requesting party), which
may be necessary or desirable in order to evidence or effectuate this Release.



Release and Termination of

Guaranties – Quest Cherokee Facilities




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SECTION 7. Headings.




     The headings contained in this Release are for reference purposes only and shall not affect in
any way the interpretation or construction of this Release.



SECTION 8. Binding Effect and Inurement.




     This Release shall be binding on the Releasing Party and shall inure to the benefit of
PostRock, STP, MidContinent and their respective beneficiaries, receivers, trustees, successors and
assigns.



SECTION 9. Severability.




     If any term or provision of this Release or the application thereof to any circumstance shall,
in any jurisdiction and to any extent, be invalid or unenforceable, such term or such provision
shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable (i) such term or provision in any other
jurisdiction or the application thereof to any other circumstance in any jurisdiction or the same
application in any other jurisdiction or (ii) any other term or provision of this Release or the
application thereof to any circumstance in any jurisdiction. With respect to the term or provision
held invalid or unenforceable, the Releasing Party shall negotiate in good faith with the other
parties hereto to amend this Release so as to effect its original intent as closely as possible.



[Signature page follows]




Release and Termination of

Guaranties – Quest Cherokee Facilities





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     IN WITNESS WHEREOF, the Releasing Party, PostRock, MidContinent, and STP have executed this
Release as of the Effective Date.



	 	 	 	 	 	 	 

	 	 	RELEASING PARTY:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA	 	 
	 	 	as Administrative Agent and Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Susan Khokher 	 	 
	 

	 	Name:
	 	Susan Khokher 

	 	 
	 

	 	Title:
	 	Manager, Agency 

	 	 
	 

	 	 	 	 

	 	 






Signature page 1 to Release and Termination of

Guaranties – Quest Cherokee Facilities














 








	 	 	 	 	 	 	 	 	 

	 	 	POSTROCK ENERGY SERVICES CORPORATION,

     for itself and as successor in interest to Quest

     Cherokee Oilfield Service, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	/s/ David C. Lawler	 	 
	 	 	 	 	 	 	 
	 	 	 	 	David C. Lawler	 	 
	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	POSTROCK MIDCONTINENT
PRODUCTION,

LLC, successor in interest to PostRock MidContinent

Production, LLC (the successor by conversion to

Quest Energy Partners, L.P.)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	PostRock Energy Services Corporation,

     its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ David C. Lawler	 	 
	 

	 	 	 	 	 	 

David C. Lawler
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STP NEWCO, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	/s/ David C. Lawler	 	 
	 	 	 	 	 	 	 
	 	 	 	 	David C. Lawler	 	 
	 	 	 	 	President	 	 






Signature page 2 to Release and Termination of

Guaranties – Quest Cherokee Facilities