exv10w15






EXHIBIT 10.15




AMENDMENT NO. 2 TO THE

MIDSTREAM SERVICES AND GAS DEDICATION AGREEMENT



          This AMENDMENT NO. 2 TO THE MIDSTREAM SERVICES AND GAS DEDICATION AGREEMENT (this
“Amendment No. 2”) is made and entered into this 27th day of February, 2009,
(and made effective January 1, 2009) by and between Bluestem Pipeline, LLC, a Delaware limited
liability company, hereinafter referred to as “Gatherer”, and Quest Energy Partners, L.P.,
a Delaware limited partnership (successor in interest to Quest Resource Company), hereinafter
referred to as “Shipper” and, together with Gatherer, the “Parties”).



WITNESSETH:



          WHEREAS, Gatherer and Shipper are parties to that certain Midstream Services and Gas
Dedication Agreement dated December 22, 2006 which was subsequently amended on August 9, 2007 (the
“Agreement”); and


          WHEREAS, Gatherer and Shipper desire to further amend the Agreement to clarify the calculation
of the annual adjustment to the Compression and Gathering Fees therein.


          NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained,
the Parties hereto agree as follows:




	 	1.	 	Paragraph 5.2 (a) of the Agreement is deleted and replaced in its entirely as follows:
	 
	 	 	 	Beginning January 1, 2008, the Compression Fee and the Gathering Fee shall be
subject to adjustment on an annual basis. The amount of the adjusted fee shall be
determined by multiplying each of the Compression Fee and the Gathering Fee by the
sum of (a) 0.25 times the Percentage Change in the Producer Price Index for the
prior calendar year and (b) 0.75 times the Percentage Change in the First of Month
Index for the prior calendar year. The adjusted Compression Fee and Gathering Fee
shall (a) be rounded to the third decimal point and (b) shall be calculated by
Gatherer within 60 days after the beginning of each year, but shall be retroactive
to the beginning of the year. In no event shall the Compression Fee or the
Gathering Fee be reduced below the amount set forth in Paragraph 5.1.
	 
	 	2.	 	The following defined term in Section 1.28 of Exhibit B to the Agreement is deleted and
replaced in its entirely as follows:
	 
	 	 	 	Producer Price Index — The average annual Producer Price Index for Commodities.
All calculations using the Producer Price Index shall be made using (a) the most
recently available version of such index, for the latter year in
the calculation, as of the date of the calculation (as published by the U.S.




 









 






	 	 	 	Department of Labor, Bureau of Labor Statistics at http://www.bls.gov/ppi), and, (b)
for the earlier year in the calculation, the average used for the calculation in the
immediately preceding year.




          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the day and
year first written above, and except as amended hereby, the Agreement shall continue in full force
and effect for the term thereof.





SHIPPER:




	 	 	 
	Quest Energy Partners, LP
	By:

	 	Quest Energy Partners GP, LLC,

its general partner
	 
	 	 
	By:

	 	/s/ DAVID LAWLER
	 

	 	 
	 

	 	  David Lawler

  President









GATHERER:




	 	 	 	 	 
	Bluestem Pipeline, LLC
	 	 	By:

	 	Quest Midstream Partners, LP, its sole member
	 	 	By:

	 	Quest Midstream GP, LLC, its general partner
	 	 	 
	 	 
	By:

	 	/s/ MICHAEL A. FORBAU
	 

	 	 
	 

	 	  Michael A. Forbau

  Chief Operating Officer