EXECUTION
FIRST AMENDMENT TO
PLEDGE AND SECURITY AGREEMENT
(QUEST
RESOURCE CORPORATION)
THIS FIRST AMENDMENT TO PLEDGE AND
SECURITY AGREEMENT (herein referred to as this “
Security Agreement Amendment ”) is executed as
of July 11, 2008, by QUEST RESOURCE CORPORATION, a Nevada
corporation (“ Debtor ”), whose address
is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102,
for the benefit of ROYAL BANK OF CANADA (in its capacity as “
Administrative Agent ” and “
Collateral Agent ” for the Secured Parties, as
such term is defined in the Credit Agreement (hereafter defined)),
as “ Secured Party ,” whose address is
Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South
Tower, Toronto, Ontario M5J 2W7.
RECITALS
WHEREAS, pursuant to that certain
Credit Agreement, dated as of November 15, 2007 (the “
Original Credit Agreement ”) (as amended by
that Amended and Restated Credit Agreement of even date herewith,
as amended, collectively, the “ Credit
Agreement ”), among Debtor, as Debtor, the various
financial institutions that are, or may from time to time become,
parties thereto (individually an “ Lender
” and collectively the “ Lenders ”)
and Royal Bank of Canada, as administrative agent (in such
capacity, the “ Administrative Agent ”),
and collateral agent (in such capacity, the “
Collateral Agent ”), the Lenders have agreed to
make Term Loans for the account of the Debtor; and
WHEREAS, to secure loans made by the
Lenders to the Debtor pursuant to the Credit Agreement, Debtor
entered into that certain Pledge and Security Agreement dated as of
November 15, 2007 in favor of the Administrative Agent for the
benefit of the Lenders (the “ Security
Agreement ”) pursuant to which the Debtor granted a
security interest in all assets of Debtor, including without
limitation, all Partnership/Limited Liability Company Interests
owned by Debtor; and
WHEREAS, pursuant to that certain
Amended and Restated Credit Agreement of even date herewith (the
“ Amended and Restated Credit Agreement
”), among Debtor, the various financial institutions that
were, or become, parties thereto and Royal Bank of Canada, as
administrative agent and collateral agent, the Original Credit
Agreement was amended and restated in its entirety and the
indebtedness owing under the Original Credit Agreement was
refinanced and carried forward by the Amended and Restated Credit
Agreement and all of the liens and security interests securing the
“Obligations” (as defined in the Original Credit
Agreement) were carried forward and secured, without interruption
or loss of priority, the “Obligations” (as defined in
the Amended and Restated Credit Agreement) under the Amended and
Restated Credit Agreement; and
WHEREAS, the Debtor and
Administrative Agent are entering into this Security Agreement
Amendment to amend Annex B-1 to the Security
