exv10w4



 




Exhibit
10.4

EXECUTION
VERSION



FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




     This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered
into as of November 1, 2007, by and among Quest Midstream Partners, L.P., a Delaware limited
partnership (“Partnership”), Alerian Opportunity Partners IV, L.P., a Delaware limited partnership
(“Alerian”), Swank MLP Convergence Fund, LP, a Texas limited partnership (“Swank MLP Fund”), Swank
Investment Partners, LP, a Texas limited partnership (“SIP”), The Cushing MLP Opportunity Fund I,
LP, a Delaware limited partnership (“Cushing MLP Fund”), The Cushing GP Strategies Fund, LP, a
Delaware limited partnership (“Cushing GP Fund”, together with Swank MLP Fund, SIP and Cushing MLP
Fund, “Swank”), Tortoise Capital Resources Corporation, a Maryland corporation (“Tortoise”),
Alerian Opportunity Partners IX, L.P., a Delaware limited partnership (“New Investor A”), Bel Air
MLP Energy Infrastructure Fund, LP, a Delaware limited partnership (“New Investor B”), Tortoise Gas
and Oil Corporation, a Maryland corporation (“New Investor C”), Dalea Partners, LP, an Oklahoma
limited partnership (“New Investor D”), Hartz Capital MLP, LLC, a New Jersey limited liability
company (“New Investor E”), ZLP Fund, L.P., a Delaware limited partnership (“New Investor F”),
KED MME Investment Partners, LP, a Delaware limited partnership (“New Investor G”), Eagle Income
Appreciation Partners, L.P., a Texas limited partnership (“New Investor H”), Eagle Income
Appreciation II, L.P., a Texas limited partnership (“New Investor I”), Citigroup Financial
Products, Inc., a Delaware corporation (“New Investor J”), and The Northwestern Mutual Life
Insurance Company, a Wisconsin corporation (“New Investor K”, together with New Investor A, New
Investor B, New Investor C, New Investor D, New Investor E, New Investor F, New Investor G, New
Investor H, New Investor I and New Investor J, the “New Investors”). Alerian, Swank, Tortoise,
Huizenga Opportunity Partners, LP, a Delaware limited partnership (“HOP”), and HCM Energy Holdings,
LLC, an Illinois limited liability company (together with HOP, “Huizenga”), are sometimes referred
to herein individually as an “Original Investor” and collectively as the “Original Investors.” The
New Investors and Tortoise are sometimes referred to herein individually as a “Second Round
Investor” and collectively as the “Second Round Investors.” The Original Investors and the New
Investors are sometimes referred to herein individually as an “Investor” and collectively as the
“Investors.”



RECITALS




     WHEREAS, the Partnership and the Original Investors are parties to a Purchase Agreement dated
December 22, 2006 (the “Original Purchase Agreement”) pursuant to which the Original Investors
acquired certain of the Partnership’s Common Units.



     WHEREAS, the Partnership and the Second Round Investors are parties to a Purchase Agreement,
dated October 16, 2007 (the “Second Round Purchase Agreement”) pursuant to which the Second Round
Investors acquired certain of the Partnership’s Common Units.



     WHEREAS, the Partnership and the Original Investors are parties to a Registration Rights
Agreement dated December 22, 2006 (the “Agreement”) pursuant to which the Original Investors were
granted certain rights with respect to their investment in the Partnership (any capitalized terms
not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Agreement).



 









 





     WHEREAS, the Agreement may not be amended, modified or supplemented without the written
consent of the Partnership and Holders beneficially owning not less than two-thirds (2/3) of the
then outstanding Registrable Securities.



     WHEREAS, the undersigned parties to the Agreement, constituting not less than two-thirds (2/3)
of the currently outstanding Registrable Securities, and the New Investors desire to amend the
Agreement to extend certain rights provided for therein to the New Investors.



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby as follows:



1. DEFINITIONS.




     (a) The following definitions set forth in Section 1 of the Agreement shall be amended to read
in their entirety as follows:




Agreement: As defined in the preamble and as amended by the First Amendment to Registration
Rights Agreement, dated as of November 1, 2007.




Investor: An Original Investor or Second Round Investor.




Partnership Agreement: The Second Amended and Restated Agreement of Limited Partnership of
the Partnership dated as of November 1, 2007.




Purchase Agreement: The Original Purchase Agreement and the Second Round Purchase
Agreement, collectively.




Registrable Securities: (a) The Common Units issued pursuant to the Original Purchase
Agreement, (b) The Common Units issued pursuant to the Second Round Purchase Agreement, and
(c) any securities issued in respect of such Registrable Securities by reason of or in
connection with any dividend, distribution, split, purchase in any rights offering or in
connection with any exchange for or replacement of such Registrable Securities or any
combination of securities, recapitalization, merger or consolidation, or any other equity
securities issued pursuant to any other pro rata distribution with respect to the Common
Units of the Partnership, until, with respect to such Registrable Security the earliest to
occur of (i) the date on which it has been first registered effectively pursuant to the
Securities Act and disposed of in accordance with the Registration Statement relating to it,
(ii) the date on which either it is distributed to the public pursuant to Rule 144 (or any
similar provision then in effect) or is eligible for sale without registration, pursuant to
Rule 144(k) promulgated by the Commission pursuant to the Securities Act, in the opinion of
counsel to the Partnership, or (iii) the date on which it is sold to the Partnership, any
member of the QRC Group or any subsidiary of the Partnership.



2









 





     (b) The following definitions shall be added to Section 1 of the Agreement as follows:




Amendment: The First Amendment of Registration Rights Agreement, dated as of November 1,
2007, by and among the Partnership, the Original Investors and the New Investors.




Original Investors: As defined in the preamble of the Amendment.




Original Purchase Agreement: As defined in the recitals of the Amendment.




Second Round Investors: As defined in the preamble of the Amendment.




Second Round Purchase Agreement: As defined in the recitals of the Amendment.



2. SUCCESSORS AND ASSIGNS.




     Section 8(d) of the Agreement is hereby deleted and replaced in its entirety with the
following new Section 8(d):




     (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the parties
hereto. The rights to cause the Partnership to register Registrable Securities
pursuant to this Agreement may be assigned by a Holder to a transferee or assignee
of Registrable Securities that (a) is a subsidiary, parent, general partner, limited
partner, retired partner, member or retired member, or shareholder of a Holder, (b)
is a Holder’s family member or trust for the benefit of an individual Holder, (c)
acquires at least 175,000 Registrable Securities (as adjusted for splits and
combinations); (d) is an Affiliate of such Holder or (e) is a party to a total
return swap with the Holder, provided, however, that such transfer shall not be
effective for purposes of this Agreement until (i) the transferor shall furnish to
the Partnership written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being
assigned and (ii) such transferee shall agree to be subject to all restrictions set
forth in this Agreement. Each Holder agrees that any transferee of any Registrable
Securities shall be bound by Section 4(b) and Section 7, whether or not such
transferee expressly agrees to be bound.



3. REFERENCE TO AND EFFECT ON THE AGREEMENT.




     (a) Upon the effectiveness of this Amendment, each reference in the Agreement to “this
Agreement,” “hereunder,” “hereof,” and “herein” shall mean and be a reference to the Agreement as
amended hereby.



3









 





     (b) Except as specifically amended above, all of the terms, conditions and covenants of the
Agreement shall remain unaltered and in full force and effect and shall be binding upon the parties
thereto in all respects and are hereby ratified and confirmed.



4. MISCELLANEOUS.




     (a) This Amendment may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.



     (b) The headings in this Amendment are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



     (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF DELAWARE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



     (d) If any term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
commercially reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties hereto that
they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



4









 






     IN WITNESS WHEREOF, Partnership and the Investors have caused this Amendment to be signed by
their respective duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	QUEST MIDSTREAM PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Quest Midstream GP, LLC,

Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jerry D. Cash
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry D. Cash	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALERIAN OPPORTUNITY PARTNERS IV, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ALERIAN OPPORTUNITY

ADVISORS IV, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Gabriel Hammond
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gabriel Hammond	 	 
	 

	 	 	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Alerian Capital Management

45 Rockefeller Plaza, 20th Floor

New York, NY 10111

Attention: Gabriel Hammond	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALERIAN OPPORTUNITY PARTNERS IX, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ALERIAN OPPORTUNITY

ADVISORS IX, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Gabriel Hammond
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gabriel Hammond	 	 
	 

	 	 	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Alerian Capital Management

45 Rockefeller Plaza, 20th Floor	 	 






 









 







	 	 	 	 	 	 	 	 	 
	 	 	New York, NY 10111

Attention: Gabriel Hammond

Fax: (212) 332-7806	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SWANK MLP CONVERGENCE FUND, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK ENERGY INCOME ADVISORS, L.P.

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK CAPITAL, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry V. Swank	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SWANK INVESTMENT PARTNERS, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK ENERGY INCOME ADVISORS, L.P.

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK CAPITAL, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry V. Swank	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	THE CUSHING MLP OPPORTUNITY FUND I, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CARBON COUNTY PARTNERS I, LP

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CARBON COUNTY GP I, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry V. Swank	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE CUSHING CP STRATEGIES FUND, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CARBON COUNTY PARTNERS I, LP

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CARBON COUNTY GP I, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry V. Swank	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219	 	 






 









 







	 	 	 	 	 	 	 	 	 
	 	 	BEL AIR MLP ENERGY INFRASTRUCTURE FUND, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK ENERGY INCOME ADVISORS, L.P.

its investment advisor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SWANK CAPITAL, LLC

its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerry V. Swank	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry V. Swank	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Swank Capital, LLC

Oak Lawn Avenue, Suite 650

Dallas, TX 75219

Fax: (214) 219-2353	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TORTOISE CAPITAL RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Edward Russell	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 Edward Russell	 	 
	 	 	Title	 	: President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Tortoise Capital Resources Corporation

10801 Mastin Blvd., Suite 222

Overland Park, KS 66210

Fax: (913) 981-1021	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TORTOISE GAS AND OIL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David J. Schulte	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	David J. Schulte	 	 
	 	 	Title:	 	 President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Tortoise Gas and Oil Corporation

10801 Mastin Blvd., Suite 222	 	 







 











 





	 	 	 	 	 	 	 
	 	 	Overland Park, KS 66210

Fax: (913) 981-1021	 	 
	 
	 	 	 	 	 	 
	 	 	DALEA PARTNERS, LP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DALEA MANAGEMENT, LLC

Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ N. Malone Mitchell, 3rd
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	N. Malone Mitchell, 3rd	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	c/o Riata Management LLC

4801 Gaillardia Parkway, Suite 225

Oklahoma City, OK 73142

Fax: (405) 286-6399	 	 
	 
	 	 	 	 	 	 
	 	 	HARTZ CAPITAL MLP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hartz Capital, Inc.,

Its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald J. Bangs
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ronald J. Bangs	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	c/o Hartz Capital, Inc.

400 Plaza Drive

Seacaucus, New Jersey 07094
	 
	 	 	 	 	 	 
	 	 	Attention: Noah Lerner and Tim Terry

Fax: (201) 866-6387






 









 







	 	 	 	 	 	 	 
	 	 	ZLP FUND, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Zimmer Lucas Partners, LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Craig M. Lucas
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig M. Lucas	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	c/o Zimmer Lucas Partners, LLC.

Harborside Financial Center

Plaza 10, Suite 301

Jersey City, NJ 07311

Fax: (212) 440-0750
	 
	 	 	 	 	 	 
	 	 	KED MME INVESTMENT PARTNERS, LP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KED MME Investment GP, LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	/s/ James C. Baker
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James C. Baker	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	1800 Avenue of the Stars, Second Floor

Los Angeles, California 90067

Attention: David Shladovsky, Esq.

Facsimile: (310) 284-6490
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 	 	KED MME Investment Partners, LP

1100 Louisiana, Suite 4550

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359






 









 







	 	 	 	 	 	 	 
	 	 	EAGLE INCOME APPRECIATION PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Income Appreciation GP, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Global Advisors, LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Malcom Day
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Malcom Day	 	 
	 

	 	 	 	Title: Partner	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	c/o Eagle Global Advisors

5847 San Felipe Road, Suite 930

Houston, TX 77057
	 
	 	 	 	 	 	 
	 	 	EAGLE INCOME APPRECIATION II, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Income Appreciation GP, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eagle Global Advisors, LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Malcom Day
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Malcom Day	 	 
	 

	 	 	 	Title: Partner	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	c/o Eagle Global Advisors

5847 San Felipe Road, Suite 930

Houston, TX 77057






 









 






	 	 	 	 	 	 	 
	 	 	CITIGROUP FINANCIAL PRODUCTS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bret
Engelkemier
	 

	 	Name:
	 	 
 Bret
Engelkemier	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	Citigroup Financial Products, Inc.

390 Greenwich St.

New York, NY 10013

Attn: Brendan O’Dea

Fax: (646) 291-1445
	 
	 	 	 	 	 	 
	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jerome R. Baier	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jerome R. Baier	 	 
	 

	 	Title:
	 	Its Authorized Representative	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:
	 
	 	 	 	 	 	 
	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Jerome Baier

Fax: (414) 665-7124