EX-10.31



 Exhibit 10.31 
 EXECUTION 
 MASTER ASSIGNMENT AND ASSUMPTION 

This Master Assignment and Assumption (the “Master Assignment and Assumption”) is dated as of December 20,
2012 (the “Effective Date”), and is entered into by and between the Assignors (as defined below) and the Assignees (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the
Existing Credit Agreement or the Amended and Restated Credit Agreement identified below. The Standard Terms and Conditions set forth in Annex I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and
incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full. 
 R E
C I T A L S: 
 1. Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of
September 21, 2010 among PostRock Energy Services Corporation, a Delaware corporation, and PostRock MidContinent Production, LLC, a Delaware limited liability company (collectively, the “Borrowers”), the lenders party
thereto (the “Existing Lenders”), Royal Bank of Canada, as administrative agent and collateral agent (the “Existing Administrative Agent”), as amended by a First Amendment dated May 31, 2012 but
effective as of June 1, 2012 and a Second Amendment dated July 20, 2012 (as amended by such First Amendment and Second Amendment, the “Existing Credit Agreement”). 

2. As of the Effective Date, the Existing Credit Agreement is being amended and restated in its entirety (as amended and restated, the
“Amended and Restated Credit Agreement”), the commitments thereunder are being reduced from $98,000,000 to $90,000,000, and Citibank, N.A. (the “Successor Administrative Agent”) will succeed Royal Bank
of Canada as administrative agent and collateral agent and Citibank, N.A. will become the letter of credit issuer. Each of the Assignees (hereinafter defined) hereby acknowledges receipt of a copy of the Amended and Restated Credit Agreement.

 AGREEMENT 
 (A) For agreed consideration, as of the Effective Date, each Existing Lender set forth on Annex II hereto (each individually an “Assignor” and collectively, the
“Assignors”) hereby irrevocably sells and assigns at par (i.e., outstanding principal, accrued unpaid interest, fees and all other amounts owing to such Existing Lender as of the Effective Date), severally and not jointly, to
the persons indicated on Annex II hereto (each individually an “Assignee” and collectively, the “Assignees”), and each Assignee, severally and not jointly, subject to and in accordance
with the Standard Terms and Conditions and the Existing Credit Agreement hereby irrevocably purchases and assumes from the Assignors such Assignee’s Pro Rata Share (hereinafter defined) of the aggregate Assigned Interests (hereinafter defined)
of such Assignors as provided on Annex II: (i) each such Assignor’s rights and obligations in its capacity as an Existing Lender under the Existing Credit Agreement and any other documents or instruments delivered pursuant
thereto with respect to such Assignor’s interests set forth on Annex II hereto, and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of such Assignor
(in its capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) being referred to herein collectively for all Assignors as the
“Assigned Interests”), 
 Master Assignment and Assumption 

PostRock 







 
subject to and in accordance with this Master Assignment and Assumption. “Pro Rata Share” means, at any date of determination, for any Assignee, the percentage (carried
out to the ninth decimal place) that its Revolving Commitment with respect to the Revolving Loans that such Assignee purchases of the Assigned Interests (as set forth in Annex II) bears to the aggregate Assigned Interests purchased by
all Assignees pursuant to this Master Assignment and Assumption. Such sale and assignment is without recourse to the Assignors and, except as expressly provided in this Master Assignment and Assumption, without representation or warranty by the
Assignors. 
 The Existing Lenders hereby agree that their execution hereof constitutes an amendment to the Existing Credit
Agreement and that this Master Assignment and Assumption is an Assignment and Assumption (as defined in the Existing Credit Agreement). This Master Assignment and Assumption is a “Loan Document” as defined in the Existing Credit Agreement.

 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.) 

  
 Master
Assignment and Assumption 
 PostRock 
 Page 2 








 
			
	ASSIGNORS:
	
	 ROYAL BANK OF CANADA,
 as an Assignor

		
	By:	 	/s/ Leslie P. Vowell
	Name:	 	Leslie P. Vowell
	Title:	 	Attorney-in-Fact



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 1 








 
			
	ASSIGNORS:
	
	 KEY BANK NATIONAL ASSOCIATION,
 as an Assignor

		
	By:	 	/s/ Carla Laning
	Name:	 	Carla Laning
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 2 








 
			
	ASSIGNORS:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as an Assignor

		
	By:	 	/s/ Ronald F. Bentien, Jr.
	Name:	 	Ronald F. Bentien, Jr.
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 3 








 
			
	ASSIGNORS:
	
	 AMEGY BANK NATIONAL ASSOCIATION,
 as an Assignor

		
	By:	 	/s/ Terry O. McCarter
	Name:	 	Terry O. McCarter
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 4 








 
			
	ASSIGNORS:
	
	 SOCIÉTÉ GÉNÉRALE,
 as an Assignor

		
	By:	 	/s/ David M. Bornstein
	Name:	 	David M. Bornstein
	Title:	 	Director



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 5 








 
			
	ASSIGNORS:
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as an Assignor

		
	By:	 	/s/ Saqib Khawaja
	Name:	 	Saqib Khawaja
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 6 








 
			
	ASSIGNORS:
	
	 COMERICA BANK,
 as
an Assignor

		
	By:	 	/s/ David P. Cagle
	Name:	 	David P. Cagle
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 7 








 
			
	ASSIGNORS:
	
	 RB INTERNATIONAL FINANCE (USA) LLC,
 f/k/a RZB Finance, LLC, as an Assignor

		
	By:	 	/s/ Stephen A. Plauche
	Name:	 	Stephen A. Plauche
	Title:	 	First Vice President
		
	By:	 	/s/ Brad Woodhouse
	Name:	 	Brad Woodhouse
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 8 








 
			
	ASSIGNORS:
	
	 BOKF, NA, d/b/a BANK OF OKLAHOMA,
 as an Assignor

		
	By:	 	/s/ Mike Weatherholt
	Name:	 	Mike Weatherholt
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 9 








 
			
	ASSIGNORS:
	
	 CITIBANK, N.A.,
 as
an Assignor

		
	By:	 	/s/ John Peruzzi
	Name:	 	John Peruzzi
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 10 








 
			
	ASSIGNORS:
	
	 COMPASS BANK, N.A.,

as an Assignor

		
	By:	 	/s/ Ian Payne
	Name:	 	Ian Payne
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 11 








 
			
	ASSIGNORS:
	
	 NZC GUGGENHEIM MASTER FUND LTD.,
 as an Assignor

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Manager
		
	By:	 	/s/ William R. Hagner
	Name:	 	William R. Hagner
	Title:	 	Senior Managing Director



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 12 








 
			
	ASSIGNORS:
	
	 SUNTRUST BANK,
 as
an Assignor

		
	By:	 	/s/ Janet R. Naifeh
	Name:	 	Janet R. Naifeh
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 13 








 
			
	ASSIGNEES:
	
	 CITIBANK, N.A.,
 as
an Assignee

		
	By:	 	/s/ Ryan Watson
	Name:	 	Ryan Watson
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 14 








 
			
	ASSIGNEES:
	
	 CADENCE BANK, N.A.,

as an Assignee

		
	By:	 	/s/ Eric Broussard
	Name:	 	Eric Broussard
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 15 








 
			
	ASSIGNEES:
	
	 COMPASS BANK, N.A.,

as an Assignee

		
	By:	 	/s/ Kathleen J. Bowen
	Name:	 	Kathleen J. Bowen
	Title:	 	Senior Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 16 








 
			
	ASSIGNEES:
	
	 ONEWEST BANK, FSB,

as an Assignee

		
	By:	 	/s/ Sean Murphy
	Name:	 	Sean Murphy
	Title:	 	Executive Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 17 








 
			
	 TEXAS CAPITAL BANK, N.A.,
 as an Assignee

		
	By:	 	/s/ Grant W. Leigh
	Name:	 	Grant W. Leigh
	Title:	 	Vice President



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 18 









			
	Consented to and Accepted:
	
	 CITIBANK, N.A.,
 as
Successor Administrative Agent and L/C Issuer

		
	By	 	/s/ Ryan Watson
		 	Ryan Watson
		 	Senior Vice President


  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 19 









									
	Consented to and Accepted:	 		 		 	
			
	ROYAL BANK OF CANADA, as Existing Administrative Agent and Collateral Agent	 		 	ROYAL BANK OF CANADA, as L/C Issuer
					
	By	 	/s/ Susan Khokher	 		 	By	 	/s/ Leslie P. Vowell
	Name:	 	Susan Khokher	 		 	Name:	 	Leslie P. Vowell
	Title:	 	Manager, Agency	 		 	Title:	 	Attorney-in-Fact


  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 20 








 Consented to: 

 

					
	POSTROCK ENERGY SERVICES CORPORATION,
	as a Borrower
		
	By:	 	 /s/ David J. Klvac

		 	David J. Klvac, Chief Financial Officer
		 	and Chief Accounting Officer
	
	POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower,
		
	By:	 	POSTROCK ENERGY SERVICES CORPORATION, Its sole member
			
		 	By:	 	 /s/ David J. Klvac

		 		 	David J. Klvac, Chief Financial Officer and Chief Accounting Officer



  
 Master
Assignment and Assumption 
 PostRock 
 Signature Page 21 








 ANNEX 1 
 TO MASTER ASSIGNMENT AND ASSUMPTION 
 STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignors. Each Assignor: (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest specified next to its name on Annex II hereto, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Existing Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of
their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2.
Assignees. Each Assignee: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Existing Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the
Existing Credit Agreement) in order to acquire the Pro Rata Share of the Assigned Interests specified next to its name on Annex II hereto and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the
Existing Credit Agreement as a Lender thereunder and, to the extent of such Pro Rata Share of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Amended and Restated Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the Existing Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Master Assignment and Assumption and to purchase its Pro Rata Share of the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the
Existing Administrative Agent, Successor Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Master Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of
the Existing Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (i) it will, independently and without reliance on the Existing Administrative Agent, Successor Administrative Agent, any Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 Master
Assignment and Assumption 
 PostRock 
 Annex I Page 1 








 2. Payments. From and after the Effective Date, the Successor Administrative Agent
shall distribute all payments in respect of the Assigned Interests (including payments of principal, interest, fees and other amounts) to the appropriate Assignors as specified on Annex II hereto for amounts which have accrued to but excluding the
Effective Date and to the appropriate Assignees as specified on Annex II hereto for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Master Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Master
Assignment and Assumption may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this
Master Assignment and Assumption by telecopy, facsimile, photocopy or by sending a scanned copy by electronic mail shall be effective as delivery of an originally executed counterpart of this Master Assignment and Assumption. Any signature page of a
counterpart may be detached therefrom without impairing the legal effect of the signatures thereon and attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages signed by other
parties. This Master Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 Master
Assignment and Assumption 
 PostRock 
 Annex I Page 2 








 ANNEX II 
 TO MASTER ASSIGNMENT AND ASSUMPTION 
 ASSIGNORS 

 

													
	 Existing Lender
	  	Amount of Revolving
Commitment Assigned	 	  	Percentage of Assigned
Interest	 	 	Percentage of
Existing Lender’s
Assigned Interest
Assigned	 
	 Royal Bank of Canada
	  	$	19,897,731.38	  	  	 	20.303807520	% 	 	 	100	% 
	 KeyBank National Association
	  	$	10,093,090.67	  	  	 	10.299072112	% 	 	 	100	% 
	 Wells Fargo Bank, N.A.

(combined with BNP)
	  	$	11,184,015.98	  	  	 	11.412261204	% 	 	 	100	% 
	 Amegy Bank National Association
	  	$	5,920,339.27	  	  	 	6.041162520	% 	 	 	100	% 
	 Societe Generale
	  	$	9,302,018.41	  	  	 	9.491855520	% 	 	 	100	% 
	 U.S. Bank, National Association
	  	$	2,177,777.78	  	  	 	2.222222224	% 	 	 	100	% 
	 Comerica Bank
	  	$	11,008,647.62	  	  	 	11.233313898	% 	 	 	100	% 
	 RB International Finance (USA) LLC, f/k/a

RZB Finance, LLC
	  	$	3,427,721.10	  	  	 	3.497674592	% 	 	 	100	% 
	 BOKF, NA, d/b/a Bank of Oklahoma
	  	$	5,033,139.57	  	  	 	5.135856704	% 	 	 	100	% 
	 Citibank, N.A.
	  	$	3,920,000.00	  	  	 	4.000000000	% 	 	 	100	% 
	 Compass Bank
	  	$	6,101,490.31	  	  	 	6.226010520	% 	 	 	100	% 
	 NZC Guggenheim Master Fund Ltd.
	  	$	3,832,537.60	  	  	 	3.910752653	% 	 	 	100	% 
	 SunTrust Bank
	  	$	6,101,490.31	  	  	 	6.226010520	% 	 	 	100	% 
	 TOTAL:
	  	$	98,000,000.00	  	  	 	99.999999987	% 	 	 	100	% 

 ASSIGNEES 
  

									
	 Lender
	  	Amount of Revolving
Commitment	 	  	Pro Rata Share of Assigned
Interests Acquired
by
Assignee
	 Citibank, N.A.
	  	$	26,000,000.00	  	  	28.888888889%
	 Cadence Bank, N.A.,
	  	$	18,000,000.00	  	  	20.000000000%
	 Compass Bank
	  	$	18,000,000.00	  	  	20.000000000%
	 OneWest Bank, FSB
	  	$	18,000,000.00	  	  	20.000000000%
	 Texas Capital Bank, N.A.
	  	$	10,000,000.00	  	  	11.111111111%
	 TOTAL:
	  	$	90,000,000.00	  	  	100.000000000%


  
 Master
Assignment and Assumption 
 PostRock 
 Annex II Page 1