FIRST AMENDMENT TO
AMENDED
AND RESTATED PLEDGE AND SECURITY AGREEMENT
(Quest Midstream Partners,
L.P.)
THIS FIRST
AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
(herein referred to as this “ Security Agreement
Amendment ”) is executed effective as of
February 21, 2008, by QUEST MIDSTREAM PARTNERS, L.P., a
Delaware limited partnership (“ 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 Lenders (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.
WHEREAS, pursuant
to that certain Amended and Restated Credit Agreement, dated as of
November 1, 2007 (together with all amendments, supplements,
restatements and other modifications, if any, from time to time
thereafter made thereto, the “ Credit Agreement
”), among Debtor and Bluestem Pipeline, L.L.C., a Delaware
limited liability company, as borrowers (collectively, the "
Borrowers ”), the various financial
institutions that were parties thereto (collectively the "
Lenders ”) and Royal Bank of Canada, as the
administrative agent and collateral agent (collectively, the
“ Administrative Agent ”), the Lenders
agreed to make loans and issue letters of credit for the account of
Borrowers;
WHEREAS,
to secure payment of the “Obligations” (as defined in
the Credit Agreement) the Debtor entered into that certain Amended
and Restated Pledge and Security Agreement dated as of
November 1, 2007 in favor of the Administrative Agent for the
benefit of the Lenders (as the same may be amended, supplemented
and restated from time to time, the “ Security
Agreement ”) pursuant to which the Debtor granted a
security interest in the “Collateral” (as defined in
the Security Agreement);
WHEREAS, Debtor
has formed a new wholly-owned subsidiary known as Quest
Transmission Company, LLC, a Delaware limited liability company to
own certain laterals acquired pursuant to the Enbridge Acquisition
(“ QTC ”); and
WHEREAS, the
Debtor and Administrative Agent are entering into this Security
Agreement Amendment to amend Annex B-1 to the Security Agreement to
reflect the addition of the equity interest of QTC as Pledged
Limited Liability Company Interests evidenced by a certificate and
QTC has specified in its organizational documentation that its
limited liability company interests are securities governed by
Article 8 of the Delaware Uniform Commercial Code (“
Delaware UCC ”) pursuant to
Section 8-103(c) of the Delaware UCC.
ACCORDINGLY, for
valuable consideration, the receipt and adequacy of w
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