FIRST AMENDMENT
TO
PLEDGE AND SECURITY AGREEMENT
THIS FIRST
AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (herein referred to as
this “ Security Agreement Amendment ”) is
executed as of May 29, 2009, by QUEST OIL & GAS, LLC, a
Kansas limited liability company (“ 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.
WHEREAS, pursuant
to that certain Credit Agreement, dated as of November 15,
2007 (the “ Original Credit Agreement ”)
among QUEST RESOURCE CORPORATION a Nevada corporation (the “
Borrower ”), 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 Lender made a Term Loan to the Borrower;
and
WHEREAS, to secure
loans made by the Lenders to the Borrower pursuant to the Original
Credit Agreement, Debtor, together with Quest Energy Services, LLC,
a Kansas limited liability company, entered into that certain
Guaranty dated as of November 15, 2007 (the “
Guaranty ”) pursuant to which the Debtor
guaranteed the Obligations owing under the Credit Agreement;
and
WHEREAS, to secure
its obligations under the Guaranty and to secure the loans made by
the Lenders to the Borrower pursuant to the Original Credit
agreement, Debtor entered into that certain Pledge and Security
Agreement dated as of November 15, 2007 in favor of the
Administrative Agent and Collateral 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 dated
July 11, 2008 (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 Agr
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