Quest Resource Corp. Announces Joint Venture Agreement, Debt Repayment, and Affiliate Loan Amendments
OKLAHOMA CITY, OK -- (Marketwire) -- 11/07/08 -- Quest Resource Corporation (NASDAQ: QRCP)("QRCP") today announced the sale of a 50% interest in its operations inWetzel County, West Virginia to a private entity for $6.1 million.Included in the sale were approximately 4,500 net undeveloped acres, threewells in various stages of completion (two horizontal wells and onevertical well) and existing pipelines and facilities. QRCP will act asoperator and all future development costs will be equally split between theprivate party and QRCP. Tudor, Pickering, Holt & Co. Securities, Inc.acted as QRCP's advisor for the joint venture sale.
On November 5, 2008, Quest Energy Partners, L.P. (NASDAQ: QELP) and QuestMidstream Partners, L.P. entered into agreements with their lenders toamend their credit agreements. Among other terms of the amendments, thelenders agreed to waive any potential non-compliance in prior periods thatwas a direct or indirect consequence of the questionable transfer ofapproximately $10 million of funds from the Quest entities to an entitycontrolled by QRCP's former chief executive officer. The entities paid a 25basis point amendment fee on committed amounts of the facilities. Alsounder the terms of the amendments, the interest rate for the primary creditagreement of each entity was increased to a variable level that iscurrently 6.875% per annum while the variable rate for Quest EnergyPartners' second lien term loan was increased to 12.5% per annum. Thematurity date for Quest Energy Partner's second lien term loan was extendedto 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 theborrowing base, Quest Midstream Partners and Quest Energy Partners eachhave $7 million of availability under their respective revolving creditfacilities. Neither Quest Energy nor Quest Midstream have made anyborrowing under their revolving credit facilities since the Quest entitiesannounced the questionable transfer of funds on August 25, 2008. The fullamendments to the loan agreements were filed with the Securities andExchange Commission on November 7, 2008.
Management Comment
David Lawler, president of QRCP, said, "We believe this joint ventureagreement improves our liquidity while keeping us positioned to capture thepotential associated with the Marcellus Shale formation in Wetzel County,West Virginia. We recently completed drilling the horizontal section ofone well in Wetzel County and commenced drilling on the horizontal sectionof the second well. We continue to pursue other transactions to furtherimprove our liquidity and generate additional funding for our developmentplans in the Marcellus Shale play."
About Quest Resource Corporation
Quest Resource Corporation is a fully integrated E&P company that owns: theright to develop approximately 105,000 net acres in the Appalachian Basinof the northeastern United States, including approximately 97,000 acresprospective for the Marcellus Shale; 100% of the general partner and a 57%limited partner interest in Quest Energy Partners, L.P. (NASDAQ: QELP); and85% of the general partner and a 36% limited partner interest in QuestMidstream Partners, L.P. Quest Resource operates and controls Quest EnergyPartners and Quest Midstream Partners through its ownership of theirgeneral partners. For more information, visit the Quest Resource website atwww.qrcp.net, the Quest Energy Partners website at www.qelp.net, and theQuest Midstream Partners website at www.qmlp.net.
Forward-Looking Statements
Opinions, forecasts, projections or statements other than statements ofhistorical fact, are forward-looking statements that involve risks anduncertainties. Forward-looking statements in this announcement are madepursuant to the safe harbor provisions of the Private Securities LitigationReform Act of 1995. Although Quest believes that the expectationsreflected in such forward-looking statements are reasonable, it can give noassurance that such expectations will prove to be correct. In particular,the forward looking statements made in this release are based upon a numberof financial and operating assumptions that are subject to a number ofrisks, including the results of Quest's ongoing internal investigation intothe questionable transfers by Quest's former CEO mentioned in this pressrelease, the ongoing worldwide crisis in the capital markets, uncertaintyinvolved in exploring for and developing new natural gas reserves, the saleprices of natural gas and oil, labor and raw material costs, theavailability of sufficient capital resources to carry out the anticipatedlevel of new well development and construction of related pipelines,environmental issues, weather conditions, competition and general marketconditions. Actual results may differ materially due to a variety offactors, some of which may not be foreseen by Quest. These risks, andother risks are detailed in Quest Resource Corporation's filings with theSecurities and Exchange Commission, including risk factors listed in theirlatest annual reports on Form 10-K and other filings with the Securitiesand Exchange Commission. You can find Quest Resource Corporation's filingswith the Securities and Exchange Commission at www.qrcp.net or atwww.sec.gov. By making these forward-looking statements, Quest undertakesno obligation to update these statements for revisions or changes after thedate of this release.
Company Contact:Jack CollinsInterim CFOPhone: (405) 702-7460Website: www.qrcp.net
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