Published: November 07, 2008
Quest Resource Corp. Announces Joint Venture Agreement, Debt Repayment, and Affiliate Loan Amendments

Quest Resource Corporation (NASDAQ: QRCP)
("QRCP") today announced the sale of a 50% interest in its operations in
Wetzel County, West Virginia to a private entity for $6.1 million.
Included in the sale were approximately 4,500 net undeveloped acres, three
wells in various stages of completion (two horizontal wells and one
vertical well) and existing pipelines and facilities. QRCP will act as
operator and all future development costs will be equally split between the
private party and QRCP. Tudor, Pickering, Holt & Co. Securities, Inc.
acted as QRCP's advisor for the joint venture sale.
Net proceeds from the sale were used to repay approximately $2.2 million on
the company's term loan with the remainder available to fund capital
expenditures and overhead costs. With the repayment, the term loan has a
balance of $29 million with the next quarterly principal payment of $1.5
million due on September 30, 2009. QRCP has now completed $12.9 million of
asset sales and repaid $6.5 million of debt. Under the terms of its amended
loan agreement, after repaying the $6.5 million of debt, QRCP is permitted
to retain up to the next $20 million of net cash proceeds from asset sales
completed before January 31, 2009 to fund capital expenditures and working
capital. Net cash proceeds above this amount or received after this date
are required to be used to repay the term loan.
On November 5, 2008, Quest Energy Partners, L.P. (NASDAQ: QELP) and Quest
Midstream Partners, L.P. entered into agreements with their lenders to
amend their credit agreements. Among other terms of the amendments, the
lenders agreed to waive any potential non-compliance in prior periods that
was a direct or indirect consequence of the questionable transfer of
approximately $10 million of funds from the Quest entities to an entity
controlled by QRCP's former chief executive officer. The entities paid a 25
basis point amendment fee on committed amounts of the facilities. Also
under the terms of the amendments, the interest rate for the primary credit
agreement of each entity was increased to a variable level that is
currently 6.875% per annum while the variable rate for Quest Energy
Partners' second lien term loan was increased to 12.5% per annum. The
maturity date for Quest Energy Partner's second lien term loan was extended
to September 30, 2009.
Also on November 5, 2008, the lenders under Quest Energy Partners'
revolving credit agreement reconfirmed the borrowing base of $190 million.
After giving effect to the amendments and the reconfirmation of the
borrowing base, Quest Midstream Partners and Quest Energy Partners each
have $7 million of availability under their respective revolving credit
facilities. Neither Quest Energy nor Quest Midstream have made any
borrowing under their revolving credit facilities since the Quest entities
announced the questionable transfer of funds on August 25, 2008. The full
amendments to the loan agreements were filed with the Securities and
Exchange Commission on November 7, 2008.
Management Comment
David Lawler, president of QRCP, said, "We believe this joint venture
agreement improves our liquidity while keeping us positioned to capture the
potential associated with the Marcellus Shale formation in Wetzel County,
West Virginia. We recently completed drilling the horizontal section of
one well in Wetzel County and commenced drilling on the horizontal section
of the second well. We continue to pursue other transactions to further
improve our liquidity and generate additional funding for our development
plans in the Marcellus Shale play."
About Quest Resource Corporation
Quest Resource Corporation is a fully integrated E&P company that owns: the
right to develop approximately 105,000 net acres in the Appalachian Basin
of the northeastern United States, including approximately 97,000 acres
prospective for the Marcellus Shale; 100% of the general partner and a 57%
limited partner interest in Quest Energy Partners, L.P. (NASDAQ: QELP); and
85% of the general partner and a 36% limited partner interest in Quest
Midstream Partners, L.P. Quest Resource operates and controls Quest Energy
Partners and Quest Midstream Partners through its ownership of their
general partners. For more information, visit the Quest Resource website at
www.qrcp.net, the Quest Energy Partners website at www.qelp.net, and the
Quest Midstream Partners website at www.qmlp.net.
Forward-Looking Statements
Opinions, forecasts, projections or statements other than statements of
historical fact, are forward-looking statements that involve risks and
uncertainties. Forward-looking statements in this announcement are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although Quest believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. In particular,
the forward looking statements made in this release are based upon a number
of financial and operating assumptions that are subject to a number of
risks, including the results of Quest's ongoing internal investigation into
the questionable transfers by Quest's former CEO mentioned in this press
release, the ongoing worldwide crisis in the capital markets, uncertainty
involved in exploring for and developing new natural gas reserves, the sale
prices of natural gas and oil, labor and raw material costs, the
availability of sufficient capital resources to carry out the anticipated
level of new well development and construction of related pipelines,
environmental issues, weather conditions, competition and general market
conditions. Actual results may differ materially due to a variety of
factors, some of which may not be foreseen by Quest. These risks, and
other risks are detailed in Quest Resource Corporation's filings with the
Securities and Exchange Commission, including risk factors listed in their
latest annual reports on Form 10-K and other filings with the Securities
and Exchange Commission. You can find Quest Resource Corporation's filings
with the Securities and Exchange Commission at www.qrcp.net or at
www.sec.gov. By making these forward-looking statements, Quest undertakes
no obligation to update these statements for revisions or changes after the
date of this release.
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