exv10w5



 





Exhibit 10.5




Executed




AMENDED AND RESTATED CREDIT AGREEMENT




among




QUEST MIDSTREAM PARTNERS, L.P.,




and




BLUESTEM PIPELINE, LLC,




as the Borrowers,




ROYAL BANK OF CANADA,




as Administrative Agent and Collateral Agent




and




The Lenders Party Hereto




$135,000,000




SENIOR CREDIT FACILITY




RBC CAPITAL MARKETS

As Lead Arranger and Sole Bookrunner




Dated as of November 1, 2007














 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I. DEFINITIONS AND ACOUNTING TERMS	 	 	2	 
	1.01
	 	Defined Terms	 	 	2	 
	1.02
	 	Other Interpretive Provisions	 	 	24	 
	1.03
	 	Accounting Terms	 	 	24	 
	1.04
	 	Rounding	 	 	25	 
	1.05
	 	References to Agreements and Laws	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND BORROWINGS	 	 	25	 
	2.01
	 	Revolving Loans	 	 	25	 
	2.02
	 	Commitment Increase	 	 	25	 
	2.03
	 	Borrowings, Conversions and Continuations of Loans	 	 	26	 
	2.04
	 	Prepayments	 	 	28	 
	2.05
	 	Reduction or Termination of Commitments	 	 	29	 
	2.06
	 	Repayment of Revolving Loans	 	 	30	 
	2.07
	 	Interest	 	 	30	 
	2.08
	 	Fees	 	 	30	 
	2.09
	 	Computation of Interest and Fees	 	 	31	 
	2.10
	 	Evidence of Debt	 	 	31	 
	2.11
	 	Payments Generally	 	 	31	 
	2.12
	 	Sharing of Payments	 	 	34	 
	2.13
	 	Pari Passu Lien Securing Lender Hedging Agreements	 	 	34	 
	2.14
	 	Letters of Credit	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	41	 
	3.01
	 	Taxes	 	 	41	 
	3.02
	 	Illegality	 	 	43	 
	3.03
	 	Inability to Determine Rates	 	 	44	 
	3.04
	 	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	 	 	44	 
	3.05
	 	Compensation for Losses	 	 	45	 
	3.06
	 	Matters Applicable to all Requests for Compensation	 	 	45	 
	3.07
	 	Survival	 	 	45	 
	3.08
	 	Mitigation Obligations	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSION	 	 	46	 
	4.01
	 	Conditions Precedent to Amendment and Restatement of Original Credit Agreement	 	 	46	 
	4.02
	 	Conditions to all Credit Extensions	 	 	50	 
	4.03
	 	Conditions Precedent to Funding Loans for Acquisitions	 	 	50	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	 	 	50	 
	5.01
	 	Existence; Qualification and Power; Compliance with Laws	 	 	50	 
	5.02
	 	Authorization; No Contravention	 	 	51	 
	5.03
	 	Governmental Authorization	 	 	51	 
	5.04
	 	Binding Effect	 	 	51	 
	5.05
	 	Financial Statements; No Material Adverse Effect	 	 	52	 
	5.06
	 	Litigation	 	 	52	 
	5.07
	 	No Default	 	 	52	 
	5.08
	 	Ownership of Property; Liens	 	 	52	 
	5.09
	 	Environmental Compliance	 	 	52	 
	5.10
	 	Insurance	 	 	53	 
	5.11
	 	Taxes	 	 	53	 
	5.12
	 	ERISA Compliance	 	 	53	 
	5.13
	 	Subsidiaries and other Investments	 	 	54	 
	5.14
	 	Margin Regulations; Investment Company Act;   Use of Proceeds	 	 	54	 
	5.15
	 	Disclosure	 	 	54	 
	5.16
	 	Labor Matters	 	 	54	 
	5.17
	 	Compliance with Laws	 	 	54	 
	5.18
	 	Third Party Approvals	 	 	54	 
	5.19
	 	Solvency	 	 	55	 
	5.20
	 	Collateral	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	 	 	55	 
	6.01
	 	Financial Statements	 	 	55	 
	6.02
	 	Certificates; Other Information	 	 	56	 
	6.03
	 	Notices	 	 	57	 
	6.04
	 	Payment of Obligations	 	 	57	 
	6.05
	 	Preservation of Existence, Etc.	 	 	58	 
	6.06
	 	Maintenance of Assets and Business	 	 	58	 
	6.07
	 	Maintenance of Insurance	 	 	58	 
	6.08
	 	Compliance with Laws and Contractual Obligations	 	 	58	 
	6.09
	 	Books and Records	 	 	59	 
	6.10
	 	Inspection Rights	 	 	59	 
	6.11
	 	Compliance with ERISA	 	 	59	 
	6.12
	 	Use of Proceeds	 	 	59	 
	6.13
	 	Material Agreements	 	 	59	 
	6.14
	 	Guaranties	 	 	60	 
	6.15
	 	Further Assurances; Additional Collateral	 	 	60	 
	6.16
	 	Clean Down Period	 	 	61	 
	6.17
	 	Fiscal Year	 	 	61	 
	 
	 	 	 	 		 
	ARTICLE VII NEGATIVE COVENANTS	 	 	61	 
	7.01
	 	Liens	 	 	61	 
	7.02
	 	Investments	 	 	63	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	7.03
	 	Hedging Agreements	 	 	64	 
	7.04
	 	Indebtedness	 	 	64	 
	7.05
	 	Lease Obligations	 	 	65	 
	7.06
	 	Fundamental Changes	 	 	65	 
	7.07
	 	Dispositions	 	 	66	 
	7.08
	 	Restricted Payments; Distributions and Redemptions	 	 	66	 
	7.09
	 	ERISA	 	 	66	 
	7.10
	 	Nature of Business; Capital Expenditures; Risk Management	 	 	66	 
	7.11
	 	Transactions with Affiliates	 	 	67	 
	7.12
	 	Burdensome Agreements	 	 	67	 
	7.13
	 	Use of Proceeds	 	 	67	 
	7.14
	 	Material Agreements	 	 	67	 
	7.15
	 	Financial Covenants	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	 	 	68	 
	8.01
	 	Events of Default	 	 	68	 
	8.02
	 	Remedies Upon Event of Default	 	 	71	 
	8.03
	 	Application of Funds	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	 	 	72	 
	9.01
	 	Appointment and Authorization of Agents; Lender Hedging Agreements	 	 	72	 
	9.02
	 	Delegation of Duties	 	 	73	 
	9.03
	 	Default; Collateral	 	 	73	 
	9.04
	 	Liability of Agents	 	 	74	 
	9.05
	 	Reliance by Administrative Agent	 	 	75	 
	9.06
	 	Notice of Default	 	 	75	 
	9.07
	 	Credit Decision; Disclosure of Information by Administrative Agent	 	 	75	 
	9.08
	 	Indemnification of Agents	 	 	76	 
	9.09
	 	Administrative Agent in its Individual Capacity	 	 	76	 
	9.10
	 	Successor Administrative Agent and Collateral Agent	 	 	77	 
	9.11
	 	Other Agents; Arranger	 	 	77	 
	9.12
	 	Administrative Agent May File Proofs of Claim	 	 	78	 
	9.13
	 	Hedging Arrangements	 	 	78	 
	 
	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	78	 
	10.01
	 	Amendments, Release of Collateral, Etc.	 	 	78	 
	10.02
	 	Notices and Other Communications; Facsimile Copies	 	 	81	 
	10.03
	 	No Waiver; Cumulative Remedies	 	 	82	 
	10.04
	 	Attorney Costs; Expenses and Taxes	 	 	82	 
	10.05
	 	Indemnification	 	 	82	 
	10.06
	 	Payments Set Aside	 	 	83	 
	10.07
	 	Successors and Assigns	 	 	83	 
	10.08
	 	Confidentiality	 	 	86	 
	10.09
	 	Set-off	 	 	86	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	10.10
	 	Interest Rate Limitation	 	 	87	 
	10.11
	 	Counterparts	 	 	87	 
	10.12
	 	Integration	 	 	87	 
	10.13
	 	Survival of Representations and Warranties	 	 	87	 
	10.14
	 	Severability	 	 	88	 
	10.15
	 	Replacement of Lenders	 	 	88	 
	10.16
	 	Governing Law	 	 	88	 
	10.17
	 	Waiver of Right to Trial by Jury,
Etc.	 	 	89	 
	10.18
	 	No General Partner's Liability	 	 	89	 
	10.19
	 	Termination of Commitments Under Original Credit Agreement	 	 	90	 
	10.20
	 	No Novation, Etc.	 	 	90	 
	10.21
	 	Joint and Several Liability	 	 	90	 
	10.22
	 	ENTIRE AGREEMENT	 	 	92	 






iv









 






SCHEDULES




	 	 	 
	2.01

	 	Revolving Commitments
	5.06

	 	Litigation
	5.13

	 	Subsidiaries and other Equity Investments
	7.01

	 	Existing Liens
	7.04

	 	Indebtedness
	10.02

	 	Addresses for Notices to Borrower, Guarantors and Administrative Agent






EXHIBITS




	 	 	 
	Exhibit:	 	Form of:
	A-1

	 	Borrowing Notice
	A-2

	 	Conversion/Continuation Notice
	A-3

	 	Repayment Notice
	B

	 	Revolving Note
	C

	 	Compliance Certificate pursuant to Section 6.02(a)
	D

	 	Assignment and Assumption






v









 






AMENDED AND RESTATED CREDIT AGREEMENT




Originally dated as of January 31, 2007




And




Amended and Restated in its entirety as of November 1, 2007




     THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 1, 2007, among QUEST
MIDSTREAM PARTNERS, L.P., a Delaware master limited partnership (the “MLP”), BLUESTEM PIPELINE,
LLC, a Delaware limited liability company (“Bluestem” the MLP and Bluestem collectively, the
"Borrowers” and individually, a “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, “Lender”), and ROYAL BANK OF CANADA, as
Administrative Agent and Collateral Agent.



PRELIMINARY STATEMENTS




     (1) Bluestem, as borrower, the MLP, as guarantor, Royal Bank of Canada, individually (“Royal
Bank”) and as administrative agent (in such capacity, “Administrative Agent”) and collateral agent
(in such capacity, “Collateral Agent”), Fortis Capital Corp. (“Fortis”), Wells Fargo Bank, N.A.
(“Wells Fargo”), U.S. Bank National Association (“US Bank”), and Comerica Bank (“Comerica”; Royal
Bank, Fortis, Wells Fargo, US Bank and Comerica individually an “Original Lender” and collectively
called the “Original Lenders”) entered into a Credit Agreement originally dated January 31, 2007
providing for an aggregate credit facility of $75,000,000 (the “Original Credit Agreement”).



     (2) Pursuant to the provisions of Section 10.07 of the Original Credit Agreement and
Assignment and Assumption Agreements each dated of even date herewith, each of Fortis, Wells Fargo,
US Bank and Comerica assigned all of their rights and obligations under the Original Credit
Agreement (including all of their respective commitments and loans and participations in letters of
credit thereunder and all liens and security interests granted as security for indebtedness under
the Original Credit Agreement) to Royal Bank, as Administrative Agent under the Original Credit
Agreement (and Royal Bank, as Administrative Agent under the Original Credit Agreement, hereby
waives the $3,500 processing and recordation fee for each such assignment) and Royal Bank, as
Administrative Agent under the Original Credit Agreement, accepted and recorded such assignments
and Bluestem, as borrower, also consented to such assignments.



     (3) Concurrently with such assignment to Royal Bank, Royal Bank and Bluestem have agreed to
amend and restate in its entirety the Original Credit Agreement on the terms and conditions set
forth herein, to have the MLP become a co-borrower instead of a guarantor, to renew and rearrange
the indebtedness outstanding under the Original Credit Agreement (but not to repay or pay off such
indebtedness) and to increase the Aggregate Revolving Commitment to ONE HUNDRED THIRTY-FIVE MILLION
DOLLARS ($135,000,000.00).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree that the Original Credit Agreement is amended and restated in its
entirety to read as follows:



Bluestem

Credit Agreement




1









 








ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms.



     As used in this Agreement, the terms defined in the introductory paragraph hereof shall have
the meanings therein indicated and the following terms shall have the meanings set forth below:



     Acquisition means any transaction or series of related transactions for the purpose of, or
resulting in, directly or indirectly, (a) the acquisition by a Company of all or substantially all
of the assets located in the United States of a Person or of any business or division of a Person;
(b) the acquisition by a Company of more than 50% of any class of Voting Stock (or similar
ownership interests) of any Domestic Person; or (c) a merger, consolidation, amalgamation, or other
combination by a Company with another Person if a Company is the surviving entity, provided that,
(i) in any merger involving a Borrower, such Borrower must be the surviving entity (unless the
surviving entity is a Borrower); and (ii) in any merger involving a Wholly-Owned Subsidiary and
another Subsidiary, a Wholly-Owned Subsidiary shall be the survivor.



     Acquisition Adjustment Period means, if a Company makes a Permitted Acquisition for a Purchase
Price in excess of $20,000,000 and after giving effect thereto the Total Leverage Ratio, on a pro
forma basis, would exceed the then applicable Total Leverage Ratio specified in Section
7.15(b)(and/or if then in effect as a consequence of a Senior Debt Offering having occurred after
September 30, 2008, the Senior Leverage Ratio, on a pro forma basis, would exceed the then
applicable Senior Leverage Ratio specified in Section 7.15(c)), the period from the date such
Permitted Acquisition is closed until the first to occur of (i) the closing of an MLP Equity
Offering and (ii) the last day of the third full fiscal quarter following the closing date of such
Permitted Acquisition; provided that another Acquisition Adjustment Period shall not commence until
the current Acquisition Adjustment Period shall have terminated and there shall have been at least
one fiscal quarter when there was no Acquisition Adjustment Period in effect and during such fiscal
quarter when no Acquisition Adjustment Period was in effect the MLP and its Subsidiaries were in
compliance with Section 7.15.



     Adjusted Consolidated EBITDA means, for the period of determination, the sum of (i)
Consolidated EBITDA plus (ii) the Distribution Equivalent Amount.



     Administrative Agent has the meaning set forth in the First Preliminary Statement and means
Royal Bank in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent.



     Administrative Agent’s Office means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as the Administrative
Agent may from time to time notify to the Borrowers and the Lenders.



     Administrative Details Form means the Administrative Details Reply Form furnished by a Lender
to the Administrative Agent in connection with this Agreement.



     Affiliate means, as to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person. A Person shall be
deemed to be




Bluestem

Credit Agreement



2









 







controlled by any other Person if such other Person possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.



     Agent/Arranger Fee Letter has the meaning specified in Section 2.08(b).



     Agent-Related Persons means the Administrative Agent (including any successor administrative
agent), the Collateral Agent (including any successor collateral agent) and their respective
Affiliates (including the officers, directors, employees, agents and attorneys-in-fact of such
Person).



     Aggregate Revolving Commitment means collectively the Revolving Commitments of all the Lenders
and as of the Restatement Date is $135,000,000.



     Agreement means this Amended and Restated Credit Agreement.



     Applicable Rate means the following percentages per annum set forth in the table below, on any
date of determination, with respect to the Type of Credit Extension or Revolving Commitment fee
that corresponds to the Total Leverage Ratio at such date of determination, as calculated based on
the quarterly Compliance Certificate most recently delivered pursuant to Section 6.02(a):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 	 	 
	 	 	 	 	 	 	Commitment	 	Letter of Credit and	 	 
	Pricing	 	 	 	Fee +	 	Eurodollar Rate	 	Base Rate +
	Level	 	Total Leverage Ratio	 	(basis points)	 	+ (basis points)	 	(basis points)
	 	1	 	 	Less than 3.00:1.00

	 	 	37.5	 	 	 	150.0	 	 	 	50.0	 
	 	2	 	 	Less than 3.50:1.00
but greater than
or equal to
3.00:1.00

	 	 	37.5	 	 	 	175.0	 	 	 	75.0	 
	 	3	 	 	Less than 4.00:1.00
but greater than or
equal to 3.50:1.00

	 	 	50.0	 	 	 	200.0	 	 	 	100.0	 
	 	4	 	 	Less than 4.5:1.00
but greater than or
equal to 4.00:1.00

	 	 	50.0	 	 	 	225.0	 	 	 	125.0	 
	 	5	 	 	Greater than or
equal to 4.50:1.00

	 	 	50.0	 	 	 	250.0	 	 	 	150.0	 






     If a Senior Debt Offering occurs after September 30, 2008, then during any Acquisition
Adjustment Period, the Applicable Rate for Eurodollar Rate Loans, Base Rate Loans and Letters of
Credit for Pricing Level 5 will increase by 50 basis points over the otherwise applicable amount
set forth above.



     Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage
Ratio shall become effective as of the first day of the fiscal quarter of the MLP immediately
following the date of a Compliance Certificate delivered pursuant to Section 6.02(a); provided,
however, that if no Compliance Certificate is delivered during a fiscal quarter when due in
accordance with such Section,




Bluestem

Credit Agreement



3









 







Pricing Level 5 shall apply as of the first day of such following
fiscal quarter. The Applicable Rate in effect from the Restatement Date through March 31, 2008
shall be based upon Pricing Level 3.



     Approved Fund means any Fund that is administered or managed by a Lender, an Affiliate of a
Lender, or an entity or an Affiliate of an entity that administers or manages a Lender.



     Arranger means RBC Capital Markets in its capacity as lead arranger and sole bookrunner.



     Assignment and Assumption means an Assignment and Assumption substantially in the form of
Exhibit D.



     Attorney Costs means and includes the reasonable fees and disbursements of any law firm or
other external counsel and the reasonable allocated cost of internal legal services and
disbursements of internal counsel.



     Attributable Indebtedness means, on any date, (a) in respect of any Capital Lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.



     Authorizations means all filings, recordings, and registrations with, and all validations or
exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and
permits from, any Governmental Authority.



     Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its “prime rate.” Such rate is a rate
set by the Administrative Agent based upon various factors including the Administrative Agent’s
costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any
change in such rate announced by the Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change.



     Base Rate Loan means a Revolving Loan that bears interest based on the Base Rate.



     Bluestem has the meaning set forth in the introductory paragraph hereto.



     Board means the Board of Governors of the Federal Reserve System of the United States.



     Borrower and Borrowers have the meanings set forth in the introductory paragraph hereto.



     Borrower Affiliate means the General Partner and each of the respective Subsidiaries of the
MLP and Bluestem.



     Borrowing means a borrowing consisting of simultaneous Revolving Loans of the same Type and
having the same Interest Period made by each of the Lenders pursuant to Section 2.01.




Bluestem

Credit Agreement



4









 





     Borrowing Notice means a notice of (a) a Borrowing, (b) a conversion of Revolving Loans from
one Type to the other, or (c) a continuation of Revolving Loans as the same Type, pursuant to
Section 2.03(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or A-2, as
applicable.



     Business Day means any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized to close under the Laws of New York, or are in fact closed and, if such day
relates to
any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the applicable offshore Dollar interbank market.



     Capital Expenditure by a Person means an expenditure (determined in accordance with GAAP) for
any fixed asset owned by such Person for use in the operations of such Person having a useful life
of more than one year, or any improvements or additions thereto.



     Capital Lease means any capital lease or sublease which should be capitalized on a balance
sheet in accordance with GAAP.



     Cash Adjusted Consolidated Funded Debt means, as of any date of determination, for the MLP and
its Subsidiaries on a consolidated basis, the excess of (a) Consolidated Funded Debt over (b) cash
of the MLP and its Subsidiaries deposited in an account with the Administrative Agent (or another
financial institution acceptable to the Administrative Agent) subject to a control agreement in
favor of the Administrative Agent or, at the Administrative Agent’s discretion, cash of the MLP and
its Subsidiaries reflected on the MLP’s consolidated balance sheet and otherwise subjected to a
Lien in favor of the Administrative Agent and not otherwise pledged or subject to any claim or
encumbrance of any third party.



     Cash Adjusted Consolidated Senior Debt means, as of any date of determination, for the MLP and
its Subsidiaries on a consolidated basis, the excess of (a) the sum of (i) all Obligations, plus
(ii) all other secured Indebtedness, plus (iii) the Outstanding Amount of all obligations under any
Lender Hedging Agreement over (b) cash of the MLP and its Subsidiaries deposited in an account with
the Administrative Agent (or another financial institution acceptable to the Administrative Agent)
subject to a control agreement in favor of the Administrative Agent or, at the Administrative
Agent’s discretion, cash of the MLP and its Subsidiaries reflected on the MLP’s consolidated
balance sheet and otherwise subjected to a Lien in favor of the Administrative Agent and not
otherwise pledged or subject to any claim or encumbrance of any third party.



     Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent,
for the benefit of the L/C Issuer and the Lenders and their Affiliates, as collateral for the L/C
Obligations, cash and deposit account balances pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the L/C Issuer (which documents hereby are consented
to by the Lenders).



     Cash Equivalents means:




     (a) United States Dollars;




     (b) direct general obligations, or obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and interest by, the United
States or any agency or instrumentality thereof having remaining maturities of not more than




Bluestem

Credit Agreement



5









 







thirteen (13) months, but excluding any such securities whose terms do not provide for
payment of a fixed dollar amount upon maturity or call for redemptions;




     (c) certificates of deposit and eurodollar-time deposits with remaining maturities of
thirteen (13) months or less, bankers acceptances with remaining maturities not exceeding
one hundred eighty (180) days, overnight bank deposits and other similar short term
instruments, in each case with any domestic commercial bank having capital and surplus in
excess of $250,000,000 and having a rating of at least “A2” by Moody’s or at least “A” by
S&P;




     (d) repurchase obligations with a remaining term of not more than thirteen (13) months
for underlying securities of the types described in (b) and (c) above entered into with any
financial institution meeting the qualifications in (c) above;




     (e) commercial paper (having remaining maturities of not more than two hundred seventy
(270) days) of any Person rated “P-1” or better by Moody’s or “A-1” or the equivalent by
S&P;




     (f) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and




     (g) money market mutual or similar funds having assets in excess of $100,000,000, at
least 95% of the assets of which are comprised of assets specified in clause (a) through (f)
above, except that with respect to the maturities of the assets included in such funds the
requirements of clauses (a) through (f) shall not be applied to the individual assets
included in such funds but to the weighted-average maturity of all assets included in such
funds.



     Change of Control means (a) Quest Parent shall fail to own, directly or indirectly, or fail to
have voting control over, at least 51% of the equity interest of the General Partner, (b) any
Person, entity or group (other than a Quest Party) acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act
of 1934) of 51% or more of the equity interests in the MLP, (c) the MLP shall fail to own, directly
or indirectly, 100% of the equity interests in Bluestem, or (e) a Parent Change of Control shall
occur.



     Change in Law means (a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or the L/C Issuer (or, for purposes of Section 3.04(b), by any Lending Office of such Lender
or by such Lender’s or the L/C Issuer’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued
after the date of this Agreement.



     Clean Down Period has the meaning set forth in Section 6.16.



     Code means the Internal Revenue Code of 1986.



     Collateral means all property and interests in property and proceeds thereof now owned or
hereafter acquired by the MLP, Bluestem, and their respective Subsidiaries in or upon which a Lien
now or hereafter exists in favor of the Secured Parties or their Affiliates, or the Administrative
Agent or




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Collateral Agent on behalf of the Secured Parties, including, but not limited to
substantially all of the assets (including stock and other equity interests) of the MLP, Bluestem,
and their respective Subsidiaries, whether under this Agreement, the Collateral Documents, or under
any other document executed by any Borrower Affiliate and delivered to the Administrative Agent,
the Collateral Agent or the Secured Parties, except as provided herein. Collateral does not
include any Excluded Assets.



     Collateral Agent has the meaning set forth in the First Preliminary Statement and means Royal
Bank in its capacity as collateral agent under any of the Loan Documents, or any successor
collateral agent.



     Collateral Documents means (a) each Guaranty, Security Agreement and Mortgage, and all other
security agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges,
guaranties, extension agreements and other similar agreements or instruments executed by the MLP,
Bluestem, any Guarantor, or any of their respective Subsidiaries for the benefit of the Secured
Parties and their Affiliates now or hereafter delivered to the Secured Parties, the Administrative
Agent or the Collateral Agent pursuant to or in connection with the transactions contemplated
hereby, and all financing statements (or comparable documents now or hereafter filed in accordance
with the Uniform Commercial Code or comparable law) against the MLP, Bluestem, any Guarantor, or
any of their respective Subsidiaries as debtor in favor of the Secured Parties or their Affiliates,
the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties and their
Affiliates, as secured party, to secure or guarantee the payment of any part of the Obligations or
the performance of any other duties and obligations of the Borrowers under the Loan Documents or
the Lender Hedging Agreements, whenever made or delivered, and (b) any amendments, supplements,
modifications, renewals, replacements, consolidations, substitutions, restatements, continuations,
and extensions of any of the foregoing.



     Commitment Letter means the Commitment Letter dated October 15, 2007 from the Arranger to the
MLP and Bluestem.



     Company and Companies means, on any date of determination thereof, the MLP, Bluestem and each
of their respective Subsidiaries.



     Compensation Period has the meaning set forth in Section 2.11(e)(ii).



     Compliance Certificate means a certificate substantially in the form of Exhibit C.



     Consolidated EBITDA means, for any period, for the MLP and its Subsidiaries on a consolidated
basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest
Charges, (c) the amount of taxes, based on or measured by income, used or included in the
determination of such Consolidated Net Income, (d) the amount of depreciation, depletion, and
amortization expense deducted in determining such Consolidated Net Income, and (e) other non-cash
charges and expenses, including, without limitation, non-cash charges and expenses relating to Swap
Contracts or resulting from accounting convention changes, of the MLP and its Subsidiaries on a
consolidated basis, all determined in accordance with GAAP.



     Consolidated Funded Debt means, as of any date of determination, for the MLP and its
Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all
obligations and liabilities, whether current or long-term, for borrowed money (including
Obligations hereunder, but excluding all reimbursement obligations relating to outstanding but
undrawn letters of credit), (b)




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Attributable Indebtedness pertaining to Capital Leases, (c)
Attributable Indebtedness pertaining to Synthetic Lease Obligations, and (d) without duplication,
all Guaranty Obligations with respect to Indebtedness of the type specified in subsections (a)
through (c) above.



     Consolidated Interest Charges means, for any period, for the MLP and its Subsidiaries on a
consolidated basis, the sum of (a) all interest, premium payments, fees, charges and related
expenses of the MLP and its Subsidiaries in connection with Indebtedness (net of interest rate Swap
Contract settlements) (including capitalized interest), in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the MLP and its
Subsidiaries with respect to such period under Capital Leases that is treated as interest in
accordance with GAAP.



     Consolidated Net Income means, for any period, for the MLP and its Subsidiaries on a
consolidated basis, the net income or net loss of the MLP and its Subsidiaries from continuing
operations, provided that there shall be excluded from such net income (to the extent otherwise
included therein): (a) the income (or loss) of any entity other than a Subsidiary in which the MLP
or any Subsidiary has an ownership interest, except to the extent that any such income has been
actually received by the MLP or such Subsidiary in the form of cash dividends or similar cash
distributions; (b) net extraordinary gains and losses (other than, in the case of losses, losses
resulting from charges against net income to establish or increase reserves for potential
environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses
attributable to non-cash write-ups or write-downs of assets, (d) proceeds of any insurance on
property, plant or equipment other than business interruption insurance, (e) any gain or loss, net
of taxes, on the sale, retirement or other disposition of assets (including the capital stock or
other equity ownership of any other Person, but excluding the sale of inventories in the ordinary
course of business), and (f) the cumulative effect of a change in accounting principles.



     Consolidated Senior Debt means, as of any date of determination, for the MLP and its
Subsidiaries on a consolidated basis, without duplication, the sum of (a) the Outstanding Amount of
all Loans and L/C Obligations, (b) all secured Indebtedness permitted under Section 7.04, and (c)
the Outstanding Amount of all obligations owed to Lenders (or Lender Affiliates) under Lender
Hedging Agreements.



     Contractual Obligation means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.



     Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.



     Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.



     Default means any event that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.



     Default Rate means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate,
if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any




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Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per
annum, in each case to the fullest extent permitted by applicable Laws.



     Disposition or Dispose means the sale (excluding the sale of inventory in the ordinary course
of business), transfer, license or other disposition (including any sale and leaseback transaction)
of any property (including stock, partnership and other equity interests) by any Person of property
owned by such Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith. For
the avoidance of doubt, a Restricted Payment is not a Disposition.



     Distribution Equivalent Amount means for each fiscal quarter of the MLP the amount of cash
paid to the members of the General Partner’s management group and non-management directors with
respect to restricted common units, bonus units and/or phantom units of the MLP that are
required under GAAP to be treated as compensation expense prior to vesting (and which, upon
vesting, are treated as limited partner distributions under GAAP).



     Dollar and $ means lawful money of the United States.



     Domestic Person means any corporation, general partnership, limited partnership, limited
liability partnership, or limited liability company that is organized under the laws of the United
States or any state thereof or the District of Columbia.



     Eligible Assignee means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and
(d) any other Person (other than a natural Person) approved by the Administrative Agent and, unless
an Event of Default has occurred and is continuing, the Borrowers (the Borrowers’ approval not to
be unreasonably withheld, conditioned or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the MLP, Bluestem, any Quest Party, or any of their
respective Affiliates or Subsidiaries.



     Enbridge Acquisition means the acquisition by the MLP of (i) 100% of the limited liability
company membership interest in each of (a) Midcoast Kansas Pipeline, LLC, a Delaware limited
liability company, and (b) Midcoast Kansas General Partner, LLC, a Delaware limited liability
company, who collectively own 100% of the general partner interest in Enbridge Pipelines (KPC), a
Kansas general partnership which owns an approximate 1,120 mile interstate natural gas pipeline,
gathering systems, processing facilities and related assets located in the States of Kansas,
Oklahoma and Missouri from Enbridge Midcoast Energy L.P., a Texas limited partnership, and (ii)
subject to the waiver of certain preferential purchase rights and the obtaining of required
consents, three lateral systems located in Kansas known as the Augusta System, OCF System and
Quindaro System, from Midcoast Holdings No. One, L.L.C., a Delaware limited liability company,
pursuant to the Enbridge PSA.



     Enbridge Gas Transportation Agreements means collectively those gas transportation contracts
with (i) Seminole Energy Service LLC with a contract start date of November 1, 2005, (ii) Missouri
Gas Energy with a contract start date of February 24, 1995, (iii) Enbridge Marketing (US) LP with a
contract start date of December 1, 2000, (iv) Enbridge Marketing (US) LP with a contract start date
of September 22, 2006, (v) six (6) separate gas transportation contracts with Kansas Gas Service
with a contract start date of November 1, 2002, and that (vi) certain Gas Transportation Service
Agreement dated February 28, 1995 between Western Resources, Inc. and Kansas Pipeline Partnership.




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     Enbridge PSA means that certain Purchase and Sale Agreement dated October 9, 2007, among the
MLP, as purchaser, and Enbridge Midcoast Energy, L.P. and Midcoast Holdings No. One, L.L.C., as
sellers, together with all schedules, exhibits and annexes thereto.



     Environmental Law means any applicable Law that relates to (a) the condition or protection of
air, groundwater, surface water, soil, or other environmental media, (b) the environment, including
natural resources or any activity which affects the environment, (c) the regulation of any
pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§9601 et seq.) (“CERCLA”), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water
Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and
Community Right to Know Act of 1986 (42 U.S.C. § 1100 1 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. § 1801 et seq.), the National Environmental Policy Act of 1969 (42
U.S.C. § 4321 et seq.), the Oil Pollution Act (33
U.S.C. § 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Rivers and Harbors Act (33 U.S.C. §401 et seq.), the Safe Drinking Water Act (42 U.S.C. § 201
and § 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. § 6901 et
seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and analogous state and local
Laws, as any of the foregoing may have been and may be amended or supplemented from time to time,
and any analogous enacted or adopted Law, or (d) the Release or threatened Release of Hazardous
Substances.



     ERISA means the Employee Retirement Income Security Act of 1974 and any regulations issued
pursuant thereto.



     ERISA Affiliate means any trade or business (whether or not incorporated) under common control
with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and
(o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under
Section 412 of the Code).



     ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any
ERISA Affiliate.



     Eurodollar Rate means for any Interest Period with respect to any Eurodollar Rate Loan:




     (a) the rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the LIBOR I screen (or any successor thereto)
that displays an average British Bankers Association Interest Settlement Rate for deposits
in Dollars




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(for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or




     (b) if the rate referenced in the preceding subsection (a) does not appear on such page
or service or such page or service shall cease to be available, the rate per annum equal to
the rate determined by the Administrative Agent to be the offered rate on such other page or
other service that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or




     (c) if the rates referenced in the preceding subsections (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of interest (rounded
upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day
of
such Interest Period in same day funds in the approximate amount of the Eurodollar Rate
Loan being made, continued or converted by the Administrative Agent and with a term
equivalent to such Interest Period would be offered by the Administrative Agent’s London
Branch to major banks in the offshore Dollar market at their request at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest Period.



     Eurodollar Rate Loan means a Revolving Loan that bears interest at a rate based on the
Eurodollar Rate.



     Event of Default means any of the events or circumstances specified in Article VIII.



     Evergreen Letter of Credit has the meaning specified in Section 2.14(b)(iii).



     Excluded Assets means any contracts, agreements or permits as to which the granting of a
security interest in same would cause a default, termination or penalty thereunder or under any
applicable requirement of a Governmental Authority.



     Facility means the credit facility as described in and subject to the limitations set forth in
Section 2.01.



     Federal Funds Rate means, for any day, the rate per annum (rounded upwards to the nearest
1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on
such day on such transactions as determined by the Administrative Agent.



     FERC means the Federal Energy Regulatory Commission.




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     Foreign Lender means any Lender that is organized under the laws of a jurisdiction other than
that in which any Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     Fund means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



     GAAP means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board and the
Public Company Accounting Oversights Board or such other principles as may be approved by a
significant segment of the accounting profession, that are applicable to the circumstances as of
the date of determination, consistently applied. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan Document, and either
the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (b) the Borrowers shall provide to the Administrative Agent and
the Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



     General Partner means Quest Midstream GP, LLC, a Delaware limited liability company, the sole
general partner of the MLP.



     Governmental Authority means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.



     Guarantors means any Person and every present and future Subsidiary of the MLP and Bluestem,
which undertakes to be liable for all or any part of the Obligations by execution of a Guaranty, or
otherwise.



     Guaranty means a guaranty now or hereafter made by any Guarantor in favor of the
Administrative Agent on behalf of the Lenders, including the any Subsidiary Guaranty, each in form
and substance acceptable to the Administrative Agent.



     Guaranty Obligation means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
payment obligation of another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other payment
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other payment obligation of the payment of such
Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or




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liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose
of assuring in any other manner the obligees in respect of such Indebtedness or other payment
obligation of the payment thereof or to protect such obligees against loss in respect thereof (in
whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
payment obligation of any other Person, whether or not such Indebtedness or other payment
obligation is assumed by such Person; provided, however, that the term “Guaranty Obligation” shall
not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guaranty Obligation shall be deemed to be the lesser of (a) an amount
equal to the stated or determinable outstanding amount of the related primary obligation and (b)
the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the
instrument embodying such Guaranty Obligation, unless the outstanding amount of such primary
obligation and the maximum amount for which such guaranteeing Person may be liable are not stated
or determinable, in which case the amount of such Guaranty Obligation shall be the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in
good faith.



     Hazardous Substance means any substance that poses a threat to, or is regulated to protect,
human health, safety, public welfare, or the environment, including without limitation: (a) any
“hazardous substance,” “pollutant” or “contaminant,” and any “petroleum” or “natural gas liquids”
as those terms are
defined or used under Section 101 of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ( 42 U.S.C. §§ 9601 et seq.) (CERCLA), (b) “solid waste” as
defined by the federal Solid Waste Disposal Act (42 U. S.C. § § 6901 et seq.), (c) asbestos or a
material containing asbestos, (d) any material that contains lead or lead-based paint, (e) any item
or equipment that contains or is contaminated by polychlorinated biphenyls, (f) any radioactive
material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious materials, (j) toxic
microorganisms, including mold, or (k) any substance the presence or Release of which requires
reporting, investigation or remediation under any Environmental Law.



     Honor Date has the meaning set forth in Section 2.14(c)(i).



     Increase Effective Date has the meaning set forth in Section 2.02(d).



     Indebtedness means, as to any Person at a particular time, all of the following:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) the face amount of all letters of credit (including standby and commercial),
banker’s acceptances, surety bonds, and similar instruments issued for the account of such
Person, and, without duplication, all drafts drawn and unpaid thereunder;




     (c) whether or not so included as liabilities in accordance with GAAP, all obligations
of such Person to pay the deferred purchase price of property or services, other than trade
accounts payable in the ordinary course of business not overdue by more than 90 days, and
Indebtedness of others (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person, whether or not such Indebtedness shall have been
assumed by such Person or is limited in recourse;




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     (d) all obligations of such Person under conditional sales or other title retention
agreements relating to property acquired by such Person;




     (e) Capital Leases and Synthetic Lease Obligations of such Person; and




     (f) all Guaranty Obligations of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture in which such Person is a general partner, unless such Indebtedness is
expressly made non-recourse to such Person except for customary exceptions acceptable to the
Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
In addition, the determination of Indebtedness of the MLP, Bluestem and/or their Subsidiaries shall
be made on a consolidated basis without taking into account any Indebtedness owed by any such
Person to any other such Person.



     Indemnified Liabilities has the meaning set forth in Section 10. 05.



     Indemnitees has the meaning set forth in Section 10.05.



     Insurance Payment means any payment by an insurance company or other surety on account of
property damage or casualty loss to any property of the MLP, Bluestem or any of their respective
Subsidiaries.



     Interest Coverage Ratio means for any relevant period and as of any determination date, as
calculated based on the quarterly compliance certificate most recently delivered pursuant to
Section 6.02(a) for the MLP and its Subsidiaries, the ratio of (a) Adjusted Consolidated EBITDA for
the such period ending on the determination date to (b) Consolidated Interest Charges during such
period.



     Interest Payment Date means, (a) as to any Revolving Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Revolving Loan; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date.



     Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending
on the date one, two, three or six months thereafter, as selected by the Borrowers in their
Borrowing Notice; provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar
Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;




     (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding




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day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity Date.



     Investment means, as to any Person, any acquisition or investment by such Person, whether by
means of (a) the purchase or other acquisition of capital stock or other securities of another
Person, (b) a loan, advance or capital contribution to, guaranty of Indebtedness of, or purchase or
other acquisition of any other Indebtedness or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the
value of such Investment, less all returns of principal or equity thereon, and shall, if made by
the transfer or exchange of property other than cash be deemed to have been made in an amount equal
to the fair market value of such property.



     IRS means the United States Internal Revenue Service.



     ISDA means the International Swaps and Derivatives Association, Inc.



     Laws means, collectively, all applicable international, foreign, federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents
or authorities,
including the interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, licenses, authorizations and permits of, any Governmental Authority.



     L/C Advance means, with respect to each Lender, such Lender’s participation in any L/C
Borrowing in accordance with its Pro Rata Share.



     L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a Borrowing.



     L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the renewal or increase of the amount thereof.



     L/C Issuer means Royal Bank in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder which is a Lender or an Affiliate of a Lender.



     L/C Obligations means, as at any date of determination, the aggregate undrawn face amount of
all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings.



     Lender and Lenders have the meanings set forth in the introductory paragraph hereto and, as
the context requires, includes the L/C Issuer.



     Lender Hedging Agreement means a Swap Contract between a Company and a Lender or an Affiliate
of a Lender.




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     Lending Office means, as to any Lender, the office or offices of such Lender set forth on its
Administrative Details Form, or such other office or offices as a Lender may from time to time
notify the Borrowers and the Administrative Agent.



     Letter of Credit means any standby letter of credit issued hereunder.



     Letter of Credit Application means an application and agreement for the issuance or amendment
of a letter of credit in the form from time to time in use by the L/C Issuer.



     Letter of Credit Expiration Date means the date falling five (5) Business Days prior to the
Maturity Date.



     Letter of Credit Sublimit means an amount equal to the lesser of (i) the Aggregate Revolving
Commitment and (ii) $15,000,000.



     Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any
obligation of any Person (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the foregoing, and the
filing of any financing statement under the Uniform Commercial Code or comparable Laws of any
jurisdiction, other than any financing statement filed as a notice filing), including the interest
of a purchaser of accounts receivable.



     Loan Documents means this Agreement, each Revolving Note, each of the Collateral Documents,
the Agent/Arranger Fee Letter, each Borrowing Notice, each Compliance Certificate, the Guaranties,
each Letter of Credit Application, and each other agreement, document or instrument delivered by
any Loan Party or any of their respective Subsidiaries from time to time in connection with this
Agreement and the Revolving Notes.



     Loan Party means each of the MLP, Bluestem, each Guarantor, and each other entity that is an
Affiliate of a Borrower that executes one or more Loan Documents.



     Material Adverse Effect means: (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties or financial condition of the MLP and its Subsidiaries
taken as a whole; (b) a material adverse effect on the ability of any Borrower to perform its
obligations under the Loan Documents to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Borrower or any other Loan
Party of any Loan Documents.



     Material Agreements means the following: (a) the Omnibus Agreement dated as of December 22,
2006 among Quest Parent, General Partner, the MLP and Bluestem, (b) Midstream Services and Gas
Dedication Agreement dated as of December 22, 2006 among Bluestem and Quest Parent, and (c) Amended
and Restated Investors’ Rights Agreement, dated on or about the Restatement Date by and among the
MLP, the General Partner, Quest Parent and the investors named therein, and any agreement or
agreements entered into in replacement or substitution of any of the forgoing. “Material
Agreement” means each of such Material Agreements.




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     Maturity Date means (a) November 1, 2012, or (b) such earlier effective date of any other
termination, cancellation, or acceleration of the Aggregate Revolving Commitment under this
Agreement.



     Maximum Amount and Maximum Rate respectively mean, for each Lender, the maximum non-usurious
amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is
permitted to contract for, charge, take, reserve, or receive on the Obligations.



     Maximum Funded Distribution Amount means at any one time outstanding, a maximum amount equal
to the greater of (i) $5,000,000 and (ii) the product obtained by multiplying the MLP’s most
recently declared quarterly distribution per unit by the number of MLP units then outstanding on
the declaration date.



     Midstream Businesses means gathering, transportation, fractionation, processing, marketing,
and storage of natural gas, crude oil, natural gas liquids and other liquid and gaseous
hydrocarbons and businesses closely related to the foregoing.



     MLP has the meaning set forth in the introductory paragraph hereto.



     MLP Equity Offering means on or after the Restatement Date, a private placement or a public
sale of common or preferred units in the MLP (or any other sale to the public of partnership
interests or other equity interests in the MLP including from debt convertible into equity in the
MLP) or capital contribution.



     Moody’s means Moody’s Investors Service, Inc.



     Mortgaged Properties means collectively all the Mortgaged Property as defined in the Mortgages
and Mortgaged Property individual means any one of such Mortgaged Properties.



     Mortgages means the mortgages, deeds of trust, amended and restated mortgages, amended and
restated deeds of trust or similar instruments executed by any of the Loan Parties in favor of
Administrative Agent whether in connection with the Original Credit Agreement, this Agreement or at
any other time, for the benefit of the Secured Parties, and all supplements, assignments,
amendments, and restatements thereto (or any agreement in substitution therefor, and Mortgage means
each of such Mortgages).



     Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which a Borrower or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding three calendar years, has made or been obligated to make contributions.



     Net Cash Proceeds means (a) any Insurance Payment, (b) with respect to any Disposition, cash
(including any cash received by way of deferred payment as and when received) received by a Company
in connection with and as consideration therefor, on or after the date of consummation of such
transaction, after (i) deduction of Taxes payable in connection with or as a result of such
transaction, and (ii) payment of all usual and customary brokerage commissions and all other
reasonable fees and expenses related to such transaction (including, without limitation, reasonable
attorneys’ fees and closing costs incurred in connection with such transaction), (c) with respect
to any MLP Equity Offering, proceeds of such MLP Equity Offering after payment of all reasonable
closing costs and transaction costs,




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and (d) with respect to any Senior Debt Offering, proceeds of
such Senior Debt Offering after payment of all reasonable closing costs and transaction costs.



     Nonrenewal Notice Date has the meaning specified in Section 2.14(b)(iii).



     Obligations means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Loan Party arising under any Loan Document, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest that accrues after the commencement by or against any Loan Party of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. In
addition, all references to the “Obligations” in the Collateral Documents and in Sections 2.13 and
10.09 of this Agreement shall, in addition to the foregoing, also include all present and future
indebtedness, liabilities, and obligations (and all renewals and extensions thereof or any part
thereof) now or hereafter owed to any Lender or any Affiliate of a Lender arising pursuant to any
Lender Hedging Agreement.



     Obligor means the MLP, Bluestem or any other Person (other than the Administrative Agent,
Collateral Agent or any Lender) obligated under any Loan Document.



     Organization Documents means, (a) with respect to any corporation, the certificate or articles
of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate
of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto filed in connection
with its formation with the secretary of state or other department in the state of its formation,
in each case as amended from time to time.



     Original Credit Agreement has the meaning set forth in the First Preliminary Statement.



     Original Lender and Original Lenders have the meanings set forth in the First Preliminary
Statement.



     Other Taxes has the meaning specified in Section 3. 01(b).



     Outstanding Amount on any date (i) with respect to Revolving Loans, means the aggregate
principal amount thereof after giving effect to any Borrowings and prepayments or repayments
occurring on such date, (ii) with respect to any L/C Obligations, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such date, including as a
result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit taking effect on
such date, and (iii) for purposes of Section 2.11(d) with respect to Obligations under a Lender
Hedging Agreement, means the amount then due and payable under such Lender Hedging Agreement.



     Parent Change of Control means the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of
Voting Stock of Quest Parent; provided, however, that a merger of Quest Parent into another entity
in which the other entity is the survivor shall not be deemed a Parent Change of Control if Quest
Parent’s




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stockholders of record as constituted immediately prior to such acquisition hold more than
50% of the outstanding shares of Voting Stock of the surviving entity.



     Parent Credit Agreement means collectively (i) that certain Amended and Restated Senior Credit
Agreement, dated as of February 7, 2006 among Quest Parent and Quest Cherokee, LLC (“Quest
Cherokee”), as borrowers, Guggenheim Corporate Funding, LLC (“Guggenheim”) as administrative agent
and syndication agent, and the other lenders party thereto, as amended, (ii) that certain Amended
and Restated Second Lien Term Loan Agreement, dated as of June 9, 2006 among Quest Parent and Quest
Cherokee, as borrowers, Guggenheim as administrative agent, and the other lenders party thereto, as
amended, and (iii) that certain Third Lien Term Loan Agreement, dated as of June 9, 2006 among
Quest Parent and Quest Cherokee, as borrowers, Guggenheim as administrative agent, and the other
lenders party thereto, as amended.



     Participant has the meaning specified in Section 10.07(d).



     Partnership Agreement (MLP) means the Second Amended and Restated Agreement of Limited
Partnership of the MLP dated on or about the Restatement Date.



     PBGC means the Pension Benefit Guaranty Corporation.



     Pension Plan means any “employee pension benefit plan” (as such term is defined in Section
3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by a Borrower or any ERISA Affiliate or to which a Borrower or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer
plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the
immediately preceding five plan years.



     Permitted Acquisition means the Enbridge Acquisition and any other Acquisition by the MLP,
Bluestem or any of their respective Subsidiaries resulting in ownership of assets inside the United
States, or of equity interests in a Domestic Person or a non-Domestic Person whose business
operations and assets are located in the U.S.; provided, however, that the following requirements
have been satisfied:




     (i) if such Acquisition results in the a Borrower’s ownership of a Subsidiary, the
Borrowers shall have complied with the requirements of Sections 6.14 and 6.15 as of the date
of such Acquisition;




     (ii) with respect to Acquisitions involving acquisitions of an equity interest, such
Acquisition shall have been approved or consented to by the board of directors or similar
governing entity of the Person being acquired; and




     (iii) as of the closing of such Acquisition no Default or Event of Default shall exist
or occur as a result of, and after giving effect to, such Acquisition.



     Permitted Liens means Liens permitted under Section 7.01 as described in such Section.



     Person means any individual, trustee, corporation, general partnership, limited partnership,
limited liability company, joint stock company, trust, unincorporated organization, bank, business
association, firm, joint venture or Governmental Authority.




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     Plan means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by a Borrower or any ERISA Affiliate.



     Pro Rata Share means, at any date of determination, for any Lender, the percentage (carried
out to the ninth decimal place) that its Revolving Commitment bears to the Aggregate Revolving
Commitment.



     Purchase Price means, with respect to any Acquisition, all direct, indirect, and deferred cash
and non-cash payments made to or for the benefit of the Person being acquired (or whose assets are
being acquired), its shareholders, officers, directors, employees, or Affiliates in connection with
such Acquisition, including, without limitation, the amount of any Indebtedness being assumed in
connection with such Acquisition and (subject to the limitations on Indebtedness hereunder) seller
financing, payments under non-competition or consulting agreements entered into in connection with
such Acquisition and similar agreements, all non-cash consideration and the value of any stock,
options, or warrants or other rights to acquire stock issued as part of the consideration in such
transaction.



     Purchase Price Adjustment Certificate means with respect to the Enbridge PSA, a certificate of
a Responsible Officer of the Borrower delivered pursuant to Section 6.02(f) specifying the amount
of any reduction in the purchase price payable to the MLP under the Enbridge PSA and the date of
receipt by the MLP of any monies resulting from such reduction.



     Quarterly MLP Distributions means with respect to the MLP, the distributions by the MLP of
Available Cash (as defined in the Partnership Agreement (MLP)) to the MLP’s equity owners.



     Quest Parent means Quest Resource Corporation, a Nevada corporation.



     Quest Party means Quest Parent or any Subsidiary of Quest Parent, other than the General
Partner, the MLP, Bluestem and their Subsidiaries.



     Reduction Amount has the meaning set forth in the definition of “Triggering Sale”.



     Register has the meaning set forth in Section 10.07(c).



     Reinvested means used for Capital Expenditures or Acquisitions in connection with the
Midstream Business of a Company.



     Reinvestment Certificate means with respect to any Triggering Sale, a certificate of a
Responsible Officer of a Borrower delivered pursuant to Section 6.02(e) detailing how the Reduction
Amount corresponding to such Triggering Sale has been Reinvested and the portion of such Reduction
Amount which has not been Reinvested.



     Related Parties means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Person’s
Affiliate.



     Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating, or other movement
into the air, ground, or surface water, or soil.




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     Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.



     Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation
of Revolving Loans, a Borrowing Notice, and (b) with respect to an L/C Extension, a Letter of
Credit Application.



     Required Lenders means on any date of determination on and after the date of the initial
Borrowing under this Agreement, those Lenders holding more than 66+2/3% of the Outstanding Amount
of Revolving Loans.



     Repayment Notice means a notice of repayment of a Borrowing pursuant to Section 2.04(a),
which, if in writing, shall be substantially in the form of Exhibit A-3.



     Responsible Officer means the president, chief executive officer, executive vice president,
senior vice president, vice president, chief financial officer, controller, treasurer or assistant
treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of
a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership, limited liability company, and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



     Restatement Date means the first date all the conditions precedent in Section 4.01 and Section
4.02 are satisfied or waived (or, in the case of Sections 4.01(f) and (g), waived by the Person
entitled to receive the applicable payment).



     Restricted Payment by a Person means any dividend or other distribution (whether in cash,
securities or other property) with respect to any equity interest in such Person, or any payment
(whether in
cash, securities or other property), including any sinking fund or similar deposit on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such
equity interest or of any option, warrant or other right to acquire any such equity interest.



     Revolving Commitment means, as to each Lender, its obligation to make Revolving Loans to a
Borrower pursuant to Section 2.01 and to purchase participations in L/C Obligations pursuant to
Section 2.14, in an aggregate principal amount at any one time outstanding not to exceed the amount
stated beside such Lender’s name on the most-recently amended Schedule 2.01 to this Agreement
(which amount is subject to increase, reduction, or cancellation in accordance with the Loan
Documents).



     Revolving Loan means an extension of revolving credit by a Lender to a Borrower pursuant to
Section 2.01.



     Revolving Note means a revolving promissory note of the Borrowers in substantially the form of
Exhibit B, evidencing the joint and several obligation of the Borrowers to repay the Revolving
Loans and all renewals and extensions of all or any part thereof and “Revolving Notes” collectively
means all of such promissory notes.



     Rights means rights, remedies, powers, privileges, and benefits.



     Royal Bank has the meaning set forth in the First Preliminary Statement.




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     S&P means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     Secured Parties means the Lenders party to this Agreement and the Lenders and/or any Affiliate
of a Lender party to a Lender Hedging Agreement. The term “Secured Parties” shall include a former
Lender or an Affiliate of a former Lender that is party to a Swap Contract with the MLP, Bluestem
or any of their respective Subsidiaries; provided that such former Lender or Affiliate was a Lender
or an Affiliate of a Lender at the time it entered into such Swap Contract.



     Security Agreements means, collectively, the security agreements, or similar instruments,
executed by any of the Loan Parties in favor of the Administrative Agent or the Collateral Agent
for the benefit of the Secured Parties and their Affiliates, in form and substance acceptable to
the Administrative Agent, and all supplements, assignments, amendments, and restatements thereto
(or any agreement in substitution therefore), and “Security Agreement” means each of such Security
Agreements and if hereafter executed such Security Agreement shall be on substantially the same
terms as the Security Agreements previously executed by the Loan Parties.



     Senior Debt Offering means a private placement or a public sale of senior unsecured promissory
notes by the MLP, Bluestem or any of their respective Subsidiaries.



     Senior Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the
ratio, as calculated based on the quarterly compliance certificate most recently delivered pursuant
to Section 6.02(a), of (a) Cash Adjusted Consolidated Senior Debt as of the determination date to
(b) Adjusted Consolidated EBITDA for the four (4) fiscal quarters ending on the applicable
determination date.



     Subsidiary of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities or other interests
having ordinary voting power for the election of directors or other governing body (other than
securities or interests
having such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the MLP.



     Subsidiary Guaranty means any Subsidiary Guaranty made by a Subsidiary of the MLP or
Bluestem in favor of the Administrative Agent on behalf of the Lenders, in form and substance
acceptable to the Administrative Agent.



     Subordinated Indebtedness has the meaning set forth in Section 7.04(c).



     Swap Contract means (a) any and all interest rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps




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and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such Swap Contracts,
(a) for any date on or after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender).



     Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called
synthetic or tax retention lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but which are
depreciated for tax purposes by such Person.



     Taxes has the meaning set forth in Section 3.01(a).



     Threshold Amount at any time means an amount equal to ten (10%) of the MLP’s consolidated
assets measured as of the close of the then most recent fiscal quarter end.



     Total Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the
ratio, as calculated based on the quarterly compliance certificate most recently delivered pursuant
to Section 6.02(a), of (a) Cash Adjusted Consolidated Funded Debt as of the determination date to
(b) Adjusted Consolidated EBITDA for the four (4) fiscal quarters ending on the applicable
determination date.



     Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of
stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section
7.07(a), (b) or (c)) by the MLP, Bluestem or any of their respective Subsidiaries to any other
Person (other than to a Borrower or a Wholly-Owned Subsidiary of a Borrower) with respect to which
the Net Cash Proceeds realized by any Company for such Disposition and from any Insurance Payments,
when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies
occurring since the Restatement Date and all Insurance Payments received by all Companies since the
Restatement Date less any amounts that have been Reinvested, equals or exceeds the Threshold
Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the
"Reduction Amount.”



     Triggering Sale Certificate means with respect to any Triggering Sale, a certificate of a
Responsible Officer of a Borrower delivered pursuant to Section 6.02(d) identifying such Triggering
Sale and specifying the date of receipt by a Company of such Reduction Amount and the amount of
such Reduction Amount.



     Type means, with respect to a Revolving Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     Unfunded Pension Liability means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with




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the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.



     United States or U.S. means the United States of America, its fifty states and the District of
Columbia.



     Unreimbursed Amount has the meaning set forth in Section 2.14(c)(i).



     Voting Stock means the capital stock (or equivalent thereof) of any class or kind, of a
Person, the holders of which are entitled to vote for the election of directors, managers, or other
voting members of the governing body of such Person.



     Wholly-Owned when used in connection with a Person means any Subsidiary of such Person of
which all of the issued and outstanding equity interests (except shares required as directors’
qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned Subsidiaries.



     Working Capital/Distribution Loan means a Revolving Loan which is used solely for the purpose
of (i) financing working capital or (ii) funding a Quarterly MLP Distribution.



     1.02 Other Interpretive Provisions.




     (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



     (b) (i) The words “herein” and “hereunder” and words of similar import when used in any Loan
Document shall refer to such Loan Document as a whole and not to any particular provision thereof.




     (ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule
references are to this Agreement.




     (iii) The term “including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced.



     (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



     (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the audited financial
statements, except as otherwise specifically prescribed herein.




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     1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references
to agreements (including the Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Law.



ARTICLE II.

THE REVOLVING COMMITMENTS AND BORROWINGS




     2.01 Revolving Loans. Subject to and in reliance upon the terms, conditions, representations, and
warranties in the Loan Documents, each Lender severally, but not jointly, agrees to make revolving
loans (each such revolving loan a “Revolving Loan”) to a Borrower from time to time on any Business
Day during the period from the Restatement Date to the Maturity Date, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Pro Rata Share of one or more Borrowings
not to exceed, when aggregated with the Outstanding Amount of the L/C Obligations, such Lender’s
Revolving Commitment. Such Borrowings may be repaid and reborrowed from time to time in
accordance with the terms and provisions of the Loan Documents; provided that, each such Borrowing
must occur on a Business Day and no later than the Business Day immediately preceding the Maturity
Date.



     2.02 Revolving Commitment Increase.



     (a) Request for Increase.  Upon notice to the Administrative Agent, the Borrowers may
request from time to time an increase in the Aggregate Revolving Commitment by an amount in the
aggregate not exceeding $75,000,000; provided that any such increased Aggregate Revolving
Commitment shall be secured pari passu with the Obligations. At the time of sending such notice,
the Borrowers (in consultation with the Administrative Agent) shall specify the time period within
which each Lender that is invited to participate in the increased Facility is requested to respond
(which shall in no event be less than 15 Business Days from the date of delivery of such notice).
The Borrowers may also invite additional Eligible Assignees reasonably acceptable to the Arranger
and the Administrative Agent to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.



     (b) Elections to Increase.  Each Lender and additional Eligible Assignee invited to
participate shall notify the Administrative Agent within such time period whether or not it agrees
to participate in the increase in the Aggregate Revolving Commitment (such election to be at the
sole discretion of each Lender and additional Eligible Assignee) and, if so, by what amount. Any
Lender or additional Eligible Assignee not responding within such time period shall be deemed to
have declined to participate in the increase in the Aggregate Revolving Commitment.




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     (c) Notification by Administrative Agent.  The Administrative Agent shall notify the
Borrowers, each Lender and each additional Eligible Assignee of the responses to the request made
hereunder to increase the Aggregate Revolving Commitment.



     (d) Effective Date and Allocations.  If the Aggregate Revolving Commitment is
increased in accordance with this Section, the Administrative Agent and the Borrowers shall
determine the effective date (the “Increase Effective Date”) and the final allocation of such
increase. The Administrative Agent shall promptly notify the Borrowers, Lenders and additional
Eligible Assignees of the final allocation of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase.  As conditions precedent to such
increase, the terms and documentation in respect thereof shall be satisfactory to the Arranger and
the Administrative Agent and the Borrowers shall deliver to the Administrative Agent a certificate
of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such
Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and
after giving effect to such increase, (A) no Default or Event of Default exists or would exist
immediately after giving effect to the increase in the Aggregate Revolving Commitment, (B) the
representations and warranties contained in Article V and the other Loan Documents are true and
correct in all material respects on and as of the Increase Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects as of such earlier date, and except that for purposes
of this Section 2.02, the representations and warranties contained in subsection (a) of Section
5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would
be satisfied on a pro forma basis as of the most recent testing date and on the Increase Effective
Date after giving effect to actual Credit Extensions on the Increase Effective Date.



     (f) Conflicting Provisions.  This Section shall supersede any provisions in Sections 2.12
or 10.01 to the contrary.



     2.03 Borrowings, Conversions and Continuations of Loans.



     (a) Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each
continuation of Revolving Loans as the same Type shall be made upon the Borrowers’ irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than noon, New York time, (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, and (ii) one Business Day prior to the conversion of Eurodollar Rate Loans to Base Rate
Loans, or the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must
be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by a Responsible Officer of each Borrower. Each Borrowing of,
conversion to, or continuation of, Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof; provided that any Base Rate Loan may be in an aggregate amount that is equal to the
entire unused balance of the Aggregate Revolving Commitment or that is required to finance the
Unreimbursed Amount as provided in Section 2.14(c)(i). Each Borrowing Notice (whether telephonic
or written) shall specify (i) whether the Borrowers are requesting a Borrowing, a conversion of
Revolving Loans from one Type to the other, or a continuation of Revolving Loans as the same Type,
(ii) the requested date of the Borrowing, conversion or




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continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
Borrowers fail to specify a Type of Revolving Loan in a Borrowing Notice or if the Borrowers fail
to give a timely notice requesting a conversion or continuation, then the applicable Revolving
Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing
of, conversion to, or continuation of, Eurodollar Rate Loans in any such Borrowing Notice, but fail
to specify an Interest Period, the Borrowers will be deemed to have specified an Interest Period of
one month.



     (b) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify
each Lender of its Pro Rata Share of the applicable Borrowing, and if no timely notice of a
conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than noon, New York time, on the Business Day specified in the applicable
Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Sections 4.01, 4.02
and 4.03, as applicable, the Administrative Agent shall make all funds so received available to the
Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account
of any Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to the Administrative
Agent by the Borrowers; provided, however, that if, on the date of the Borrowing there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment
in full of any such L/C Borrowings, and second, to the Borrowers as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of
an Event of Default, no Revolving Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may
demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to
Base Rate Loans. The
Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate
applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination
of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest
error.



     (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to
the other, and all continuations of Revolving Loans as the same Type, there shall not be more than
six (6) Interest Periods in effect at any given time with respect to Revolving Loans.




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     2.04 Prepayments.



     (a) Optional Prepayments. The Borrowers may, upon delivery of a Repayment Notice to
the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part
Revolving Loans outstanding under the Facility without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than noon, New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of
Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof. Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment.
If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together
with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be
applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares.



     Unless a Default or Event of Default has occurred and is continuing or would arise as a result
thereof, any payment or prepayment of the Revolving Loans may be reborrowed by Borrowers, subject
to the terms and conditions hereof.



     (b) Mandatory Prepayments.




     (i) If any portion of the Reduction Amount from any Triggering Sale (including any
deferred purchase price therefor) has not been Reinvested within 180 days from the receipt
by such Company of such Reduction Amount (including receipt of any deferred payments for any
such Triggering Sale or portion thereof, if and when received), then on the Business Day
following such 180th day, the Aggregate Revolving Commitment shall be automatically and
permanently reduced, and the Revolving Loans shall be prepaid, in an amount equal to the
portion of the Reduction Amount that is not so Reinvested, and on such date the Borrowers
shall also prepay the Revolving Loans or Cash Collateralize the L/C Obligations if required
by Section 2.04(c). Net Cash Proceeds from Insurance Payments and Dispositions that equal,
when aggregated with Net Cash Proceeds from all Insurance Payments and Dispositions since
the Restatement Date, less amounts that have been Reinvested, an amount less than the
Threshold Amount shall not be required to be used for mandatory prepayments or commitment
reductions pursuant to this Section 2.04(b)(i).




     (ii) Upon receipt by any Company of any Reduction Amount, the Borrower shall deliver a
Triggering Sale Certificate to the Administrative Agent pursuant to Section 6.02(d).




     (iii) If any Net Cash Proceeds are received by the MLP from an MLP Equity Offering and
the Total Leverage Ratio as of the most recent fiscal quarter-end was greater than 4.00 to
1.00, the Revolving Loans shall be prepaid by the Borrowers immediately after receipt of
such Net Cash Proceeds by the MLP, in an amount equal to the amount of Net Cash Proceeds
received by the MLP from such MLP Equity Offering, as provided in Section 2.04(b)(vi).




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     (iv) If Net Cash Proceeds in excess of $5,000,000 are received by the MLP, Bluestem or
any of their respective Subsidiaries from a Senior Debt Offering and the Total Leverage
Ratio as of the most recent fiscal quarter-end was greater than 4.00 to 1.00, the Revolving
Loans shall be prepaid, immediately upon receipt of such Net Cash Proceeds, in an amount
equal to the amount of Net Cash Proceeds in excess of $5,000,000 received by the MLP,
Bluestem or any of their respective Subsidiaries from such Senior Debt Offering, as provided
in Section 2.04(b)(vi).




     (v) Upon receipt by the MLP of any purchase price reduction received in connection with
the Enbridge Acquisition pursuant to the Enbridge PSA, the MLP shall deliver a Purchase
Price Adjustment Certificate to the Administrative Agent pursuant to Section 6.02(f). Also
upon receipt of any monies resulting from a purchase price reduction in connection with the
Enbridge Acquisition, the Revolving Loans shall be prepaid, not later than one (1) Business
Day following the receipt of such monies, in an amount equal to the amount of such monies
received, as provided in Section 2.04(b)(vi).




     (vi) The prepayments provided for in this Section 2.04(b) shall be applied as follows,
unless an Event of Default has occurred and is continuing or would arise as a result thereof
(whereupon the provisions of Section 2.11(d) shall apply): (A) first, to repay any
outstanding fees, costs or expenses owing to Administrative Agent or any Lender, including
Attorney Costs, (B) second, as a payment of all Unreimbursed Amounts then outstanding, until
paid in full, and (C), third, as a repayment of the unpaid principal balance of the
Revolving Loans, first to Base Rate Loans, until paid in full, and then to Eurodollar Rate
Loans; provided, however, that such repayment of Revolving Loans pursuant to Sections
2.04(b)(iii), (iv) and (v) will not result in or require a corresponding reduction in the
Aggregate Revolving Commitment.



     (c) Mandatory Payments/Reductions. If for any reason the Outstanding Amount of all
Revolving Loans and L/C Obligations at any time exceeds the Aggregate Revolving Commitment then in
effect, the Borrowers shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess.



     (d) Prepayments: Interest/Consequential Loss. All prepayments under this Section 2.04
shall be made together with accrued interest to the date of such prepayment on the principal amount
prepaid and any amounts due under Section 3.05.



     2.05 Reduction or Termination of Revolving Commitments. The Borrowers may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitment or permanently reduce the
Aggregate Revolving Commitment to an amount not less than the sum of the Outstanding Amount of the
then existing (i) unpaid principal balance of the Revolving Loans and (ii) L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent not later than
noon, three Business Days prior to (or if all the outstanding Borrowings are Base Rate Loans, no
later than noon on) the date of termination or reduction, and (ii) any such partial reduction shall
be in an aggregate amount of $3,000,000 or any whole multiple of $500,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of reduction or
termination. Once reduced in accordance
with this Section, the Aggregate Revolving Commitment may not be increased. Any reduction of
the Aggregate Revolving Commitment shall be applied to the Revolving Commitment of each Lender
according to its Pro Rata Share. Except in connection with a termination or reduction of the entire
Aggregate Revolving Commitment, all Revolving Commitment fees on the portion of the Aggregate
Revolving Commitment so terminated which have accrued to the effective date of any termination of
the




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Aggregate Revolving Commitment shall at Administrative Agent’s option either be paid on the
effective date of such termination or on the date when such Revolving Commitment fee would
otherwise be due.



     2.06 Repayment of Revolving Loans. The Borrowers shall repay to the Lenders on the Maturity
Date the aggregate principal amount of Revolving Loans outstanding on such date.



     2.07 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate and
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.



     (b) While any Event of Default exists or after acceleration (i) the Borrowers shall pay
interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law, and
(ii) accrued and unpaid interest on past due amounts (including interest on past due interest, to
the extent allowed by Law) shall be due and payable upon demand.



     (c) Interest on each Revolving Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.



     (d) If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of
interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in
such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the
total amount of interest accrued thereon equals the amount of interest which would have accrued
thereon if such designated rate had at all times been in effect. In the event that at maturity
(stated or by acceleration), or at final payment of the Outstanding Amount of any Revolving Loans
or L/C Obligations, the total amount of interest paid or accrued is less than the amount of
interest which would have accrued if such designated rates had at all times been in effect, then,
at such time and to the extent permitted by Law, the Borrowers shall pay an amount equal to the
difference between (a) the lesser of the amount of interest which would have accrued if such
designated rates had at all times been in effect and the amount of interest which would have
accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest
actually paid or accrued on such Outstanding Amount.



     2.08 Fees. (a) Revolving Commitment Fee. The Borrowers shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a Revolving Commitment
fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving
Commitment (subject to reduction pursuant to Sections 2.04 and 2.05) exceeds the sum of (i) the
Outstanding Amount of Revolving Loans plus (ii) the Outstanding Amount of L/C Obligations. The
Revolving Commitment fee shall accrue at all times from the Restatement Date until the Maturity
Date and shall be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after the Restatement
Date, and
on the Maturity Date. The Revolving Commitment fee shall be calculated quarterly in arrears. The
Revolving Commitment fee shall accrue at all times, including at any time during which one or more
of the conditions in Article IV is not met.




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     (b) Arranger’s and Administrative Agent’s Fees. On the Restatement Date, the
Borrowers shall pay certain fees to the Arranger and Administrative Agent to be shared among them
and the Borrowers shall pay certain fees to the Administrative Agent for the Administrative Agent’s
own account as an administrative agency fee, in the amounts and at the times specified in the
letter agreement dated October 15, 2007 (the “Agent/Arranger Fee Letter”), between the Borrowers
and Royal Bank. Such fees shall be fully earned when paid and shall be nonrefundable for any
reason whatsoever. Additionally, Borrower shall pay to the Administrative Agent for the
Administrative Agent’s own account the fees in the amounts and on the dates specified in the
Agent/Arranger Fee Letter.



     2.09 Computation of Interest and Fees. Computation of interest on Base Rate Loans shall be
calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of
days elapsed. Computation of all other types of interest and all fees shall be calculated on the
basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield
to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on
each Revolving Loan for the day on which the Revolving Loan is made, and shall not accrue on a
Revolving Loan, or any portion thereof, for the day on which the Revolving Loan or such portion is
paid; provided that any Revolving Loan that is repaid on the same day on which it is made shall
bear interest for one day.



     2.10 Evidence of Debt. (a) The Revolving Loans made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary
course of business. The accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Revolving Loans made by the Lenders
to the Borrower and the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to
pay any amount owing with respect to the Revolving Loans or the L/C Obligations. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of such Lender
shall control, absent manifest error. Upon the request of any Lender made through the
Administrative Agent, such Lender’s Revolving Loans may be evidenced by one or more Revolving
Notes. Each Lender may attach schedules to its Revolving Note(s) and endorse thereon the date,
Type (if applicable), amount and maturity of the applicable Revolving Loans and payments with
respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the
event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control.



     2.11 Payments Generally. (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in immediately available funds not later than
noon, New York time, on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Pro Rata
Share (or other applicable share as provided herein) of such payment in like funds as received by
wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent
after noon,




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New York time, shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.



     (b) Subject to the definition of “Interest Period,” if any payment to be made by the Borrowers
shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be.



     (c) If no Event of Default exists and if no order of application is otherwise specified in the
Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second
to accrued interest then due and payable on the Outstanding Amount of Revolving Loans and L/C
Obligations, and then to the remaining Obligations in the order and manner as the Borrowers may
direct.



     (d) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully the Obligations, or if an Event of Default exists, any payment or prepayment
shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the
Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees,
expenses, indemnities and other amounts (including amounts payable under Article III) for which
the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan
Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for any Lender or the
Administrative Agent shall be, on any date of determination, that proportion which the portion of
the total fees, expenses, indemnities and other amounts owed to such Lender or the Administrative
Agent bears to the total aggregate fees, expenses and indemnities owed to all Lenders and the
Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and
unpaid Letter of Credit fees and accrued and unpaid interest on the Outstanding Amount of Revolving
Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being
understood that for purposes of this clause (iii) the Outstanding Amount of Obligations under
Lender Hedging Agreements refers only to payments owing pursuant to Section 2(a) of the 2002 Master
Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form
of Swap Contract is in effect)(as used in this Section 2.11(d)(iii), “ratable payment” means, for
any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of
determination, that proportion which the accrued and unpaid Letter of Credit fees and accrued and
unpaid interest on the Outstanding Amount of Revolving Loans and the Outstanding Amount of
Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case
of Lender Hedging Agreements) bears to the total accrued and unpaid Letter of Credit fees and
accrued and unpaid interest on the Outstanding Amount of Revolving Loans and the Outstanding Amount
of Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of
Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding Amount of L/C
Borrowings and Revolving Loans and the Outstanding Amount of Obligations under Lender Hedging
Agreements (it being understood that for purposes of this clause (iv) the Outstanding Amount of
Obligations under Lender Hedging Agreements refers to payments owing in connection with an Early
Termination Date as defined in the 2002 Master Agreement form promulgated by the ISDA (or
equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in
this Section 2.11(d)(iv), “ratable payment” means for any Lender (or Lender Affiliate, in the case
of Lender Hedging Agreements), on any date of determination, that proportion which the Outstanding
Amount of L/C Borrowings and Revolving Loans and the Outstanding Amount of Obligations under Lender
Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging
Agreements) bears to the Outstanding Amount of L/C Borrowings and Revolving Loans and the
Outstanding Amount of Obligations under Lender Hedging
Agreements owed to all Lenders)(and Affiliates, in the case of Lender Hedging Agreements));
(v) to Cash




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Collateralize the Letters of Credit; and (vi) to the payment of the remaining
Obligations, if any, in the order and manner the Required Lenders deem appropriate. Subject to
Section 2.14(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
Credit pursuant to clause (v) above shall be applied to satisfy drawings under such Letters of
Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of
Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.



     (e) Unless the Borrowers or any Lender has notified the Administrative Agent prior to the date
any payment is required to be made by it to the Administrative Agent hereunder, that the Borrowers
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:




     (i) if the Borrowers failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds, at the Federal Funds Rate from time to time in effect;
and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrowers to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal
Funds Rate from time to time in effect. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan,
included in the applicable Borrowing. If such Lender does not pay such amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand
therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative
Agent, together with interest thereon for the Compensation Period at a rate per annum equal
to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be
deemed to relieve any Lender from its obligation to fulfill its Revolving Commitment or to
prejudice any rights which the Administrative Agent or the Borrowers may have against any
Lender as a result of any default by such Lender hereunder.



     A notice of the Administrative Agent to any Lender with respect to any amount owing under this
subsection (e) shall be conclusive, absent manifest error.



     (f) If any Lender makes available to the Administrative Agent funds for any Revolving Loan to
be made by such Lender as provided in the foregoing provisions of this Article II, and the
conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds
as received from such Lender) to such Lender, without interest.




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     (g) The obligations of the Lenders hereunder to make Revolving Loans are several and not
joint. The failure of any Lender to make any Revolving Loan on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Revolving Loan or purchase
its participation.



     (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Revolving Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Revolving Loan in any particular place or
manner.



     2.12 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Revolving Loans made by it, or the participations in the L/C Obligations,
any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such
Lender shall immediately (a) notify the Administrative Agent, of such fact, and (b) purchase from
the other Lenders such participations in the Revolving Loans made by them, and/or such
subparticipations in the participations in L/C Obligations held by them, as shall be necessary to
cause such purchasing Lender to share the excess payment in respect of such Revolving Loan or such
participations, as the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing Lender, such
purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required
repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.
The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrowers (or either of them) in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have the right to give
all notices, requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased.



     2.13 Pari Passu Lien Securing Lender Hedging Agreements. All Obligations arising under the Loan
Documents, including, without limitation, Obligations under this Agreement and Obligations under
any Lender Hedging Agreement (but not Indebtedness of the MLP or Bluestem owing to any non-Lender
or non-Lender Affiliate which enters into a Swap Contract with the MLP or Bluestem), shall be
secured pari passu by the Collateral. No Lender or any Affiliate of a Lender shall have any
voting rights under any Loan Document as a result of the existence of obligations owed to it under
any such Lender Hedging Agreement.



     2.14 Letters of Credit. (a) The Letter of Credit Revolving Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Section 2.14, (1) from
time to time on any Business Day during the period from the Restatement Date until the
Letter of Credit




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Expiration Date, to issue Letters of Credit for the account of any Borrower
(and such Letters of
Credit may be issued for the benefit of the MLP, Bluestem, any of their respective
Subsidiaries or the General Partner), and to amend or renew Letters of Credit previously
issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the
Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of any Borrower; provided that the L/C Issuer shall not be obligated
to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall
be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit
Extension, (x) the Outstanding Amount of all L/C Obligations and all Revolving Loans would
exceed the Aggregate Revolving Commitment, (y) the aggregate Outstanding Amount of the
Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount
of all L/C Obligations would exceed such Lender’s Revolving Commitment, or (z) the
Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.
Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’
ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.




     (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Restatement Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Restatement Date and which the L/C Issuer in good faith deems
material to it; provided, however, if any of the forgoing occur, then the Borrowers
may, at their sole expense and effort, upon notice to L/C Issuer and Administrative
Agent, require the L/C Issuer to resign as L/C Issuer and a new replacement L/C
Issuer be appointed, which new replacement L/C Issuer shall be reasonably acceptable
to the Administrative Agent;




     (B) subject to Section 2.14(b)(iii), the expiry date of such requested Letter
of Credit would occur more than twelve months after the date of issuance or last
renewal, unless the Required Lenders have approved such expiry date;




     (C) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date;




     (D) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer generally applicable to all borrowers; or




     (E) such Letter of Credit is in a face amount less than $100,000 (unless upon
any Borrower’s request the L/C Issuer agrees to issue a Letter of Credit for a
lesser




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amount), or is to be used for a purpose other than as described in Section
6.12 or is denominated in a currency other than Dollars.




     (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (iv) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and L/C Issuer documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included the L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to the L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of any Borrower delivered to the L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by
a Responsible Officer of any Borrower. Such Letter of Credit Application must be received
by the L/C Issuer and the Administrative Agent not later than noon, New York time, at least
two Business Days (or such later date and time as the L/C Issuer may agree in a particular
instance in its sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be. In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address
of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of
any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer
may require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from a Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by
the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or
amendment is permitted in accordance with the terms hereof, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for
the account of the relevant Borrower or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of




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each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
participation in such Letter of Credit in an amount equal to the product of such Lender’s
Pro Rata Share times the amount of such Letter of Credit.




     (iii) If a Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any such
Evergreen Letter of Credit must permit the L/C Issuer to prevent any such renewal at least
once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, a Borrower
shall not be required to make a specific request to the L/C Issuer for any such renewal.
Once an Evergreen Letter of Credit has been issued, the L/C Issuer shall permit the renewal
of such Letter of Credit unless the L/C Issuer has received notice on or before the Business
Day immediately preceding the Nonrenewal Notice Date from any Lender stating that one or
more of the applicable conditions specified in Section 4.02 is not then satisfied or the L/C
Issuer would not then be required to issue a replacement Letter of Credit pursuant to this
Section 2.14.




     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the relevant Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the
Borrowers and the Administrative Agent thereof. Not later than noon, New York time, on the
date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing. If the Borrowers fail to so reimburse the L/C
Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Lender’s
Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a
Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03
for the principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Revolving Commitment and the conditions set forth in Section 4.02
(other than the delivery of a Borrowing Notice) and the failure of the Borrowers to so
reimburse the Administrative Agent shall not be deemed a Default or an Event of Default.
Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section
2.14(c)(i) may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.




     (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice
pursuant to Section 2.14(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro
Rata Share of




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the Unreimbursed Amount not later than 11:00 a.m., New York time, on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.14(c)(iii), each Lender that so makes funds available shall be
deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative
Agent shall remit the funds so received to the L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be
satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate. In such event, each Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.14(c) (ii)
shall be deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.14.




     (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section
2.14(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the
account of the L/C Issuer.




     (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.14(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the L/C Issuer, the MLP, Bluestem or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing. Any
such reimbursement shall not relieve or otherwise impair the obligation of the Borrowers to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.




     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.14(c) by the time specified in Section 2.14(c)(ii), the L/C
Issuer shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest
error.



     (d) Repayment of Participations.




     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.14(c), if the Administrative Agent receives for the account of the
L/C Issuer any payment related to such Letter of Credit (whether directly from the Borrowers
or




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otherwise, including proceeds of cash Collateral applied thereto by the Administrative
Agent), or any payment of interest thereon, the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof in the same funds as those received by the Administrative
Agent.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.14(c)(i) is required to be returned, each Lender shall pay to
the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on
demand of
the Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds
Rate from time to time in effect.



     (e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer
for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing
under a Letter of Credit that is refinanced by a Borrowing of Revolving Loans, shall be joint and
several, absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other agreement or instrument relating thereto;




     (ii) the existence of any claim, counterclaim, set-off, defense or other right that the
Borrowers may have at any time against any beneficiary or any transferee of such Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, that might otherwise constitute a defense available to, or a discharge of,
the Borrowers.



     The relevant Borrower requesting a Letter of Credit shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will
immediately




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notify the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any
such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. No Agent-Related Person nor any
of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Required
Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or
willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Letter of Credit Application. The
Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this assumption is not intended
to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor
any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable
or responsible for any of the matters described in clauses (i) through (v) of Section 2.14(e);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may
have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by any Borrower which the Borrowers prove were caused by the L/C Issuer’s willful
misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.



     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the
Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations
(in an amount equal to such Outstanding Amount). The Borrowers hereby grant the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit
accounts at any Lender.



     (h) Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and
the relevant Borrower requesting a Letter of Credit when a Letter of Credit is issued, the rules of
the “International Standby Practices 1998” published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of issuance) shall apply
to each Letter of Credit.



     (i) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each
Letter of Credit issued equal to the Applicable Rate times the actual daily undrawn amount under
each Letter of




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Credit. Such fee for each Letter of Credit shall be due and payable on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date.



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee in an amount with
respect to each Letter of Credit issued equal to the greater of (i) $500 and (ii) 1/4 of 1% (25 basis
points) calculated on the face amount thereof. In addition, the Borrowers shall pay directly to
the L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such fees and charges are due and payable on demand and are nonrefundable.



     (k) Conflict with Letter of Credit Application. In the event of any conflict between
the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.



     (l) Letters of Credit Issued for MLP, Bluestem, their respective Subsidiaries or the
General Partner. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, the MLP, Bluestem, any of their respective
Subsidiaries or the General Partner, the Borrowers shall be jointly and severally obligated to
reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The
Borrowers hereby acknowledge that the issuance of Letters of Credit in support of any obligation
of, or for the account of the MLP, Bluestem, any of their respective Subsidiaries or the General
Partner inures to the benefit of the Borrowers, and that the Borrowers’ business derives
substantial benefits from the businesses of the MLP, Bluestem, their respective Subsidiaries and
the General Partner.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




3.01 Taxes.




     (a) Any and all payments by the Borrowers to or for the account of the Administrative Agent or
any Lender under any Loan Document shall be made free and clear of and without deduction for any
and all present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto; excluding, in the case
of the Administrative Agent and each Lender, taxes imposed on or measured by its net income
(including any franchise taxes imposed on or measured by its net income), by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender,
as the case may be, is organized or maintains its Lending Office (all such non-excluded taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as “Taxes”). If the Borrowers shall be required by any
Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such
deductions, and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws.




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     (b) In addition, the Borrowers agree to pay any and all present or future stamp, mortgage,
court or documentary taxes and any other excise or property taxes or charges or similar levies
which arise from any payment made under any Loan Document or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as “Other Taxes”).



     (c) If the Borrowers shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the
Borrowers shall also pay to the Administrative Agent (for the account of such Lender) or to such
Lender, at the time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the
after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net
income) such Lender would have received if such Taxes or Other Taxes had not been imposed.



     (d) The Borrowers agree to indemnify the Administrative Agent and each Lender for (i) the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such
Lender, and (ii) amounts payable under Section 3.01(c) and (iii) any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, except to the extent
such sums are determined by a court of competent jurisdiction by final and non-appealable judgment
to have resulted from the gross negligence or willful misconduct of the Administrative Agent, the
L/C Issuer or such Lender, as applicable. Neither the Administrative Agent, the L/C Issuer nor any
Lender shall be entitled to receive any payment with respect to any indemnity claim under this
Section 3.01 with respect to Taxes or Other Taxes that are incurred or accrued more than 180 days
prior to the date such party gives notice and demand with respect thereto to the Borrowers.
Payment under this subsection (d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefor.



     (e) As soon as practicable after any payment of indemnified Taxes or Other Taxes by any
Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



     (f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the Law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or
times prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable law, or
reasonably requested by Borrowers, as will permit such payments to be made without withholding or
at a reduced rate of withholding. In addition, any Lender, if requested by the Borrowers or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements.



     Without limiting the generality of the foregoing, in the event that any Borrower is resident
for tax purposes in the United States, any Foreign Lender shall deliver to the Borrowers and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the




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request of the Borrowers or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is applicable:




     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party;




     (ii) duly completed copies of Internal Revenue Service Form W-8ECI;




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10
percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the
Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the
Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN; or




     (iv) any other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable Law to permit the Borrowers
to determine the withholding or deduction required to be made.



     (f) If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts
pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent,
such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrowers (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer
to make available its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrowers or any other Person.



     3.02 Illegality. If any Lender determines that any Change in Law has made it unlawful for any
Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or
materially restricts the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based
upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrowers through the
Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrowers that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain




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such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrowers shall also pay interest on the amount so prepaid or
converted. Each Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the reasonable judgment of such Lender, otherwise
be materially disadvantageous to such Lender.



     3.03 Inability to Determine Rates. If the Administrative Agent determines in connection with any
request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not
exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required
Lenders determine and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar
Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar
Rate Loan, then the
Administrative Agent will promptly notify the Borrowers and all Lenders. Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, the Borrowers may revoke
any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.



     3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.




     (a) If any Lender or the L/C Issuer determines that as a result of a Change in Law, or such
Lender’s or L/C Issuer’s compliance therewith, there shall be any increase in the cost to such
Lender or L/C Issuer of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or
to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit, or a reduction in the amount received or receivable by such Lender or L/C
Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which
Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall
gross income by the United States or any foreign jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender or L/C Issuer is organized or has its Lending
Office, and (iii) reserve requirements contemplated by Section 3.04(c) utilized, as to Eurodollar
Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of
such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrowers
shall pay to such Lender or L/C Issuer, as the case may be, such additional amounts as will
compensate such Lender or L/C Issuer for such increased cost or reduction.



     (b) If any Lender determines a Change in Law has the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy and such Lender’s desired return on capital), then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such
Lender such additional amounts as will compensate such Lender for such reduction.



     (c) The Borrowers shall pay to each Lender, as long as such Lender shall be required under
regulations of the Board to maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Revolving Loan by such Lender (as determined by such
Lender in good faith, which




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determination shall be conclusive), which shall be due and payable on
each date on which interest is payable on such Revolving Loan; provided the Borrowers shall have
received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable 15 days from
receipt of such notice.



     (d) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation; provided that the Borrowers shall not be required to compensate a
Lender or the L/C Issuer pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the L/C Issuer, as the case may be,
notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.



     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:



     (a) any continuation, conversion, payment or prepayment of any Revolving Loan other than a
Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or



     (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a
Revolving Loan) to prepay, borrow, continue or convert any Revolving Loan other than a Base Rate
Loan on the date or in the amount notified by the Borrowers; including any loss of anticipated
profits and any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Revolving Loan or from fees payable to terminate the deposits from which such
funds were obtained. The Borrowers shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing.



     For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing in the applicable
offshore Dollar interbank market for a comparable amount and for a comparable period, whether or
not such Eurodollar Rate Loan was in fact so funded.



     3.06 Matters Applicable to all Requests for Compensation. A certificate of the Administrative
Agent or any Lender claiming compensation under this Article III and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.
In determining such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.



     3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination
of the Aggregate Revolving Commitment and payment in full of all the other Obligations.





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     3.08 Mitigation Obligations. If any Lender or L/C Issuer requests compensation under Section 3.04,
or if the Borrower is required to pay any additional amount to any Lender, L/C Issuer or any
Governmental Authority for the account of any Lender or L/C Issuer, as applicable, pursuant to
Section 3.01, then such Lender or L/C Issuer shall use reasonable efforts to designate a different
lending office for funding or booking its Revolving Loans or issuing Letters of Credit hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender or L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be,
in the future and (ii) would not subject such Lender or L/C Issuer to any un-reimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or L/C Issuer. The Borrowers
hereby agree to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in
connection with any such designation or assignment.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSION




     4.01 Conditions Precedent to Amendment and Restatement of Original Credit Agreement. The amendment
and restatement of this Agreement on the Restatement Date is subject to, and will take effect upon,
satisfaction of the following conditions precedent on or prior to such date:



     (a) Satisfactory completion of due diligence by the Arranger, including without limitation,
receipt and review, with results satisfactory to the Arranger, of information regarding material
contracts, property ownership, organizational structure, litigation, tax, accounting, insurance and
environmental matters currently in the Borrowers’ possession and relating to the Enbridge
Acquisition.



     (b) Satisfactory evidence that the Enbridge Acquisition has been (or contemporaneously with
the initial funding under this Agreement, will be) consummated for a purchase price not to exceed
$133,000,000 (excluding acquired working capital and fees and expenses associated with the KPC
Pipeline Acquisition) consistent with the material terms of the Enbridge PSA and the Commitment
Letter, with no material amendments or waivers not consented to by the Arranger.



     (c) The Arranger’s receipt, in form and substance reasonably satisfactory to it, of the
evaluation and financial analysis related to the Enbridge Acquisition prepared by Barnes & Click,
Inc.



     (d) Satisfactory evidence that a private placement of MLP units raising no less than
$60,000,000 in net proceeds has been completed on terms and conditions satisfactory to the
Administrative Agent in all respects.



     (e) The Administrative Agent’s receipt of the following, each of which shall be originals or
facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed
by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the
Restatement Date (or, in the case of certificates of governmental officials, a recent date before
the Restatement Date), and each in form and substance reasonably satisfactory to the Administrative
Agent and its legal counsel:




     (i) executed counterparts of an Assignment and Assumption from non-continuing lenders,
as lenders under the Original Credit Agreement, assigning all of their rights and
obligations under the Original Credit Agreement (including all of their respective
commitments and loans and participations in letters of credit thereunder and all liens and
security interests granted as security for indebtedness under the Original Credit Agreement)
to Administrative Agent and Administrative



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Agent shall have accepted and recorded such
assignments and Bluestem shall also have consented to such assignments;




     (ii) executed counterparts of this Agreement, the Subsidiary Guaranty, Mortgages
covering any assets acquired pursuant to the Enbridge Acquisition if deemed advisable by
Administrative Agent or its counsel, amendments to the Mortgages executed in connection with
the Original Credit Agreement, amended and restated Security Agreements from each Borrower,
Security Agreements from each entity acquired pursuant to the Enbridge Acquisition and all
other Collateral Documents as deemed advisable by the Administrative Agent or its counsel,
each dated as of the Restatement Date; provided, however, the security interest in certain
real property Collateral acquired pursuant to the Enbridge Acquisition may be perfected up
to 30 days after the Restatement Date;




     (iii) Revolving Notes executed by the Borrowers in favor of each Lender requesting such
Revolving Notes, each Revolving Note in a principal amount equal to such Lender’s Revolving
Commitment, and each Revolving Note dated as of the Restatement Date;




     (iv) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of officers of each Loan Party as the Administrative Agent may require to
establish the identities of and verify the authority and capacity of each officer thereof
authorized to act in connection with this Agreement and the other Loan Documents to which
such Loan Party is a party;




     (v) such evidence as the Administrative Agent may reasonably require to verify that
each Loan Party is duly organized or formed, validly existing, and in good standing in the
jurisdiction of its organization;




     (vi) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that
the representations and warranties contained in Article V are true and correct in all
respects on and as of the Restatement Date, (B) that no default or event of default had
occurred and was continuing under the Parent Credit Agreement as of the Restatement Date and
no Default or Event of Default will exist immediately after closing and the initial Credit
Extension under this Agreement, (C) since December 31, 2006 there has occurred no material
adverse change in (x) the business, assets, liabilities (actual or contingent), operations
or financial condition of the Borrowers and Guarantors, taken as a whole, or (y) any of the
businesses, assets or liabilities acquired or assumed or being acquired or assumed by the
MLP, (D) that as of the Restatement Date there are no environmental or legal issues
affecting any Loan Party or any of the Collateral which could reasonably be expected to have
a Material Adverse Effect, (E) all necessary governmental and third party approvals
necessary or required for (i) any Loan Party to enter into this Agreement or any of the Loan
Documents, or (ii) necessary for the consummation of the Enbridge Acquisition, has been
obtained, and (F) no action, suit, investigation or proceeding is pending or, to the
knowledge of such Responsible Officer, threatened in any court or before any arbitrator or
governmental authority by or against the Borrower, any Guarantor, the General Partner, or
any of their respective properties, that (x) contests or seeks to adversely affect the
Enbridge Acquisition, or (y) could reasonably be expected to materially and adversely
affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains
to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to
perform its obligations under the Loan Documents;


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     (vii) a certificate of a Responsible Officer (i) of the Borrowers demonstrating
compliance with all financial covenants on a pro forma basis for the quarter ended June 30,
2007 (or for the quarter ended September 30, 2007 if available), after giving effect to the
Enbridge Acquisition, (ii) of the Borrowers demonstrating satisfactorily to the Agent that
the ratio of Consolidated Funded Debt at the Restatement Date to the pro forma EBITDA of the
MLP and its Subsidiaries (EBITDA for the MLP on a consolidated basis to be calculated using
the six month period ended June 30, 2007 multiplied by 2) plus the amount of EBITDA
contributed as a result of the Enbridge Acquisition for the most recent quarter end
available (EBITDA for the Enbridge Acquisition to be calculated using the 18 month average
for the period ended June 30, 2007 (and applying that average for the 6 month period ended
June 30, 2007) multiplied by 2) was less than 4.50:1.00, (iii) as to the satisfaction of all
conditions specified in this Section 4.01 and Section 4.02, and (iv) providing copies of the
following: (A) FERC Financial Report Form 2A: Annual
Report of Non-Major Natural Gas
Companies and Supplemental Form 3-Q: Quarterly Report for Enbridge Pipelines (KPC) for the
three fiscal years most recently ended and interim statements for each quarterly period
since the last fiscal year-end financial statements, in form and substance satisfactory to
the Arranger, (B) pro forma financial statements of the MLP on a consolidated basis after
giving effect to the Enbridge Acquisition for the most recent quarter end available
reflecting EBITDA of no less than $23,500,000 (calculated on the same basis as in (ii)
above), (C) a five-year pro forma financial forecast for the MLP after giving effect to the
Enbridge Acquisition on a consolidated basis (all pro forma calculations to be in form and
substance reasonably satisfactory to the Arranger), and (D) providing such other financial
information as the Administrative Agent may reasonably request;




     (viii) a certificate of the chief financial officer of the Borrowers certifying that to
such officer’s knowledge neither the MLP, Bluestem or any of their respective Subsidiaries
on a consolidated basis immediately after giving effect to the Enbridge Acquisition are
“insolvent” as such term is used and defined in (i) the United States Bankruptcy Code or
(ii) the New York Uniform Fraudulent Transfer Act, in form and substance reasonably
satisfactory to the Administrative Agent; and




     (ix) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent reasonably may require.



     (f) Evidence in form and substance satisfactory to counsel for the Administrative Agent that
all amounts (other than fees and expenses which shall be paid) owing under the Original Credit
Agreement have been, or concurrently with the closing of this Agreement will be, refinanced (but
not repaid or extinguished), all commitments of the lenders thereunder shall have terminated, that
any Original Lender not continuing as a Lender under this Agreement has executed and delivered to
the Administrative Agent an Assignment and Assumption assigning to Royal Bank such Original
Lender’s loans, commitments and rights under the Original Credit Agreement and related loan
documents and all security interests granted thereunder or in connection therewith have been
assigned, conveyed, and carried forward to secure the Obligations under this Agreement.



     (g) An opinion from counsel to each Loan Party and the General Partner, in form and substance
satisfactory to the Administrative Agent and its counsel.



     (h) Any fees due and payable at the Restatement Date shall have been paid including, without
limitation, payment of fees and expenses pursuant to the Agent/Arranger Fee Letter.


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     (i) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent
invoiced prior to, or on, the Restatement Date.



     (j) The Administrative Agent’s receipt of Collateral Documents, executed by each Company that
has assets or conducts business, in appropriate form for recording, where necessary, together with:




     (i) such Lien searches as the Administrative Agent shall have reasonably requested, and
such termination statements or other documents as may be necessary to confirm that the
Collateral is subject to no other Liens (other than Permitted Liens) in favor of any
Persons;




     (ii) funds sufficient to pay any filing or recording tax or fee in connection with any
and all UCC-1 financing statements and fees associated with the filing of the Mortgages and
amendments to the Mortgages executed in connection with the Original Credit Agreement,
including any mortgage tax;




     (iii) evidence that the Administrative Agent has been named as mortgagee or additional
insured under all policies of casualty insurance pertaining to the Collateral and all
general liability policies;




     (iv) certificates evidencing all of the issued and outstanding shares of capital stock,
partnership interests, or membership interests pledged pursuant thereto, which certificates
shall in each case be accompanied by undated stock powers duly executed in blank, or, if any
securities pledged pursuant thereto are uncertificated securities, confirmation and evidence
satisfactory to the Administrative Agent that the security interest in such uncertificated
securities has been transferred to and perfected by the Administrative Agent for the benefit
of the Lenders in accordance with the Uniform Commercial Code; and




     (v) evidence that all other actions reasonably necessary or, in the opinion of the
Administrative Agent or the Lenders, desirable to perfect and protect the first priority
Lien created by the Collateral Documents (except to the extent otherwise permitted
hereunder), and to enhance the Administrative Agent’s ability to preserve and protect its
interests in and access to the Collateral, have been taken.



     (k) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the
certificate of formation of the Borrower, together with all amendments, certified by an appropriate
governmental officer in its jurisdiction of organization, as well as any other information required
by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to
verify the identity of Borrower as required by Section 326 of the USA Patriot Act.



     (l) The Administrative Agent’s receipt of executed copies of (together with all exhibits,
schedules and annexes thereto) (i) the Enbridge PSA, (ii) the Enbridge Gas Transportation
Agreements, and (iii) any other documents, instruments or certificates relating to the Enbridge
Acquisition; provided, however, if the foregoing are held in escrow and cannot be delivered prior
to the initial funding on or after
the Restatement Date, the foregoing may be delivered within ten (10) days after their release
from escrow and delivery to Borrower.



     (m) The Restatement Date and the initial funding under this Agreement shall occur on or before
November 1, 2007.


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     The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date,
and such notice shall be conclusive and binding.



     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Borrowing
Notice for a Credit Extension and the obligation of the L/C Issuer to issue any Letter of Credit is
subject to the following conditions precedent:



     (a) The representations and warranties of the Loan Parties contained in Article V, or which
are contained in any document furnished at any time under or in connection herewith, including, but
not limited to the Collateral Documents, shall be true and correct in all material respects on and
as of the date such Revolving Loan is made or such Letter of Credit is issued except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects as of such earlier date.



     (b) No Default or Event of Default shall exist or would result from such proposed Revolving
Loan or L/C Credit Extension.



     (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request
for Credit Extension and, if applicable, a Letter of Credit Application in accordance with the
requirements hereof.



     (d) The Administrative Agent shall have received, in form and substance reasonably
satisfactory to it, such other assurances, certificates, documents or consents related to the
foregoing as the Administrative Agent or the Required Lenders reasonably may require.



     Each Request for Credit Extension submitted by a Borrower shall be deemed to be a
representation and warranty that the conditions specified in Section 4.02(b) have been satisfied on
and as of the date of the applicable Credit Extension.



     4.03 Conditions Precedent to Funding Loans for Acquisitions. The obligation of each Lender to fund
its portion of any Revolving Loan to finance a Permitted Acquisition (other than the Enbridge
Acquisition) shall be subject to satisfaction of the conditions precedent set forth in Section
4.02(b) and to the additional condition precedent that if the purchase price for such Permitted
Acquisition exceeds $10,000,000, then the Borrower shall deliver to the Administrative Agent and
the Lenders at least five Business Days before any requested Revolving Loan to fund a Permitted
Acquisition (i) audited financial statements of the Person or business proposed to be acquired (or
if audited financial statements are unavailable, such unaudited financial statements pertaining to
the Person or business proposed to be acquired as shall be satisfactory in form and substance to
the Administrative Agent) and (ii) a Compliance Certificate demonstrating pro forma compliance with
the financial covenants set forth in Section 7.15.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Each of the Borrowers represents and warrants to the Administrative Agent and the Lenders
that:



     5.01 Existence; Qualification and Power; Compliance with Laws. As of the Restatement Date,
Bluestem is a direct wholly-owned subsidiary of the MLP and Quest Parent owns at least 51% of



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the General Partner. The General Partner and each Loan Party (a) is a corporation, partnership or
limited liability company duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all governmental licenses, authorizations, consents and approvals to own its assets,
carry on its business and to execute, deliver, and perform its obligations under the Loan Documents
to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license, except in each case referred to in clause (a), (b)
or (c), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect, (d) is not a Person (I) whose property or interest in property is blocked or
subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)), or (II) who engages in any dealings or transactions
prohibited by Section 2 of such executive order, or is otherwise associated with any such person in
any manner violative of Section 2, or (III) on the list of Specially Designated Nationals and
Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of
Treasury’s Office of Foreign Assets Control regulation or executive order, and (e) is in
compliance, in all material respects, with (A) the Trading with the Enemy Act, as amended, and each
of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating
thereto, and (B) the Uniting And Strengthening America By Providing Appropriate Tools Required To
Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the
Revolving Loans or L/C Credit Extensions will be used, directly or indirectly, for any payments to
any governmental official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.



     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party
of each Loan Document to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not: (a) contravene the terms of any
of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, any material Contractual Obligation (other than the Liens
created under the Loan Documents) to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is subject; or (c)
violate any Law except in each case referred to in clause (b) or (c), to the extent that any such
conflict, breach, contravention, creation or violation could not reasonably be expected to have a
Material Adverse Effect.



     5.03 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority, except for the filings in connection with the granting or
continuation of security interests pursuant to the Collateral Documents or filings to maintain the
existence, foreign qualification and good standing of the General Partner and the Loan Parties, is
necessary or required in connection with the execution, delivery or performance by any Loan Party
of this Agreement or any other Loan Document.



     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or



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other Laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at Law.



     5.05 Financial Statements; No Material Adverse Effect.



     (a) The financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (b) for
periods commencing with the period beginning January 1, 2007 will be prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein. Such financial statements will: (i) fairly present in all material respects the
financial condition of the MLP and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance in all material respects with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, subject in the case of quarterly financial statements delivered pursuant to Section
6.01(b) to year-end audit adjustments and the absence of footnotes; and (ii) show all material
indebtedness and other liabilities of the MLP and its Subsidiaries as of the date thereof required
to be reflected therein in accordance with GAAP consistently applied throughout the period covered
thereby.



     (b) Since December 31, 2006, there has been no event or circumstance that has or could
reasonably be expected to have a Material Adverse Effect.



     5.06 Litigation. Except as disclosed on Schedule 5.06, there are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrowers, threatened or contemplated in
writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any
Borrower or any Borrower Affiliate or against any of their properties or revenues which (a) seek to
affect or pertain to this Agreement or any other Loan Document, the borrowing of Revolving Loans,
the use of the proceeds thereof, or the issuance of Letters of Credit hereunder, or (b) could
reasonably be expected to have a Material Adverse Effect.



     5.07 No Default. Neither the Borrowers nor any Borrower Affiliate is in default under or with
respect to any Contractual Obligation which could be reasonably expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. There
is no default under any Material Agreement, which could reasonably be expected to have a Material
Adverse Effect.



     5.08 Ownership of Property; Liens. Each Loan Party and its Subsidiaries have good title to, or
valid leasehold interests in, all its real and personal property necessary or used in the ordinary
conduct of its business, except for such defects in title as would not, individually or in the
aggregate, have a Material Adverse Effect, and the property of the MLP, Bluestem and their
respective Subsidiaries is subject to no Liens, other than Permitted Liens.



     5.09 Environmental Compliance. The Borrowers have reasonably concluded that (a) there are no
claims alleging potential liability under or responsibility for violation of any Environmental Law
except any such claims that could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (b) there is no environmental condition or circumstance, such as
the presence or Release of any Hazardous Substance, on any property owned, operated or used by any
Borrower or any Borrower Affiliate that could reasonably be expected to have a Material Adverse
Effect, and (c) there is no violation by any Borrower or any Borrower Affiliate of any
Environmental Law, except for such



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violations as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     5.10 Insurance. The properties of the Borrowers and the Borrower Affiliates are insured with
financially sound and reputable insurance companies not Affiliates of any Borrower, in such
amounts, with such deductibles and covering such risks as are consistent with past practice.



     5.11 Taxes. The Borrowers and the Borrower Affiliates have filed all federal, state and other
material tax returns and reports required to be filed, and have paid all federal, state and other
material taxes, assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP or to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect. To the knowledge of the Borrowers, there is no
proposed tax assessment against any Borrower Affiliate or any of their respective Subsidiaries that
would, if made, have a Material Adverse Effect.



     5.12 ERISA Compliance. The representations and warranties set forth in this Section 5.12 shall
apply only if a Borrower or an ERISA Affiliate establishes a Plan.



     (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state Laws except to the extent that noncompliance could not
reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the IRS, an
application for such a letter is currently being processed by the IRS with respect thereto or the
Plan utilizes a prototype form plan document and the prototype plan’s sponsor has received a
favorable opinion or advisory letter from the IRS upon which the Company may rely, and, to the
knowledge of the Borrowers, nothing has occurred which would prevent, or cause the loss of, such
qualification, except to the extent that nonqualification could not reasonably be expected to have
a Material Adverse Effect. The Borrowers and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made
with respect to any Plan, except to the extent that nonpayment could not reasonably be expected to
have a Material Adverse Effect.



     (b) There are no pending or, to the knowledge of the Borrowers, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably
be expected to have a Material Adverse Effect. Neither the Borrowers nor any ERISA Affiliate has
engaged in or knowingly permitted to occur and, to the Borrowers’ knowledge, no other party has
engaged in or permitted to occur any prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could reasonably be expected to
result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred or is reasonably expected to occur that could reasonably
be expected to have a Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension
Liability that (when aggregated with any other Unfunded Pension Liability) has resulted or could
reasonably be expected to result in a Material Adverse Effect; and (iii) neither the Borrowers nor
any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c)
of ERISA that could reasonably be expected to have a Material Adverse Effect.


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     5.13 Subsidiaries and other Investments. As of the Restatement Date, the MLP’s Subsidiaries shall
be Bluestem (which will have no Subsidiaries), Midcoast Kansas Pipeline, L.L.C. and Midcoast Kansas
General Partner, L.L.C. which will own a 0.1% and 99.9% general partner interest in Enbridge
Pipelines (KPC). Neither the MLP nor Bluestem nor any of their respective Subsidiaries will have
any equity investment in any other corporation or other entity. From and after the Restatement
Date, the MLP has no Subsidiaries other than as noted in the preceding sentence.



     5.14 Margin Regulations; Investment Company Act; Use of Proceeds.



     (a) Neither the Borrowers nor any Borrower Affiliate is engaged nor will they engage,
principally or as one of their important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the
purpose of purchasing or carrying margin stock.



     (b) Neither the Borrowers nor any Borrower Affiliate, no Person controlling the Borrowers or
any Borrower Affiliate, or any Subsidiary thereof is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.



     (c) The Borrowers will use all proceeds of Credit Extension in the manner set forth in Section
6.12.



     5.15 Disclosure. All material factual information hereto furnished by or on behalf of the
Borrowers in writing to the Administrative Agent or any Lender for purposes of or in connection
with this Agreement, the Enbridge Acquisition or any transaction contemplated hereby, as modified
or supplemented by other information so furnished, is true and accurate in all material respects,
and such information is not, or shall not be, as the case may be, incomplete by omitting to state
any material fact necessary to make such information, in light of the circumstances under which it
was made, not misleading. All estimates and projections delivered to the Administrative Agent or
any Lender were based upon information that was available at
the time such estimates or projections were prepared and believed to be correct and upon
assumptions believed to be reasonable at that time; however, the Borrowers do not warrant that such
estimates and projections will ultimately prove to have been accurate.



     5.16 Labor Matters. To the Borrowers’ knowledge, there are no actual or threatened strikes, labor
disputes, slowdowns, walkouts, or other concerted interruptions of operations that could reasonably
be expected to have a Material Adverse Effect.



     5.17 Compliance with Laws. Except with respect to Environmental Laws and Laws relating to taxes
and employee benefits (which are covered by Sections 5.09, 5.11 and 5.12, respectively), neither
the Borrowers nor any Borrower Affiliate is in violation of any Laws, other than such violations
which could not, individually or collectively, reasonably be expected to have a Material Adverse
Effect. Neither the Borrowers nor any Borrower Affiliate has received notice alleging any
noncompliance with any Laws, except for such noncompliance which no longer exists, or which
non-compliance could not reasonably be expected to have a Material Adverse Effect.



     5.18 Third Party Approvals. No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any party that is not a party to this Agreement is necessary or required
in connection with the execution, delivery or performance by any Loan Party of this Agreement or
any other Loan Document except where obtained or where the failure to receive such approval,
consent, exemption,



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authorization, or the failure to do such other action by, or provide such
notice could not reasonably be expected to have a Material Adverse Effect; and provided, however,
that the transfer of rights in certain Collateral consisting of rights under contracts to a
foreclosure purchaser may, in some instances, require the consent of third parties who have rights
in such Collateral.



     5.19 Solvency. The MLP and its Subsidiaries on a consolidated basis after giving effect to the
Enbridge Acquisition are not “insolvent” as such term is used and defined in (i) the United States
Bankruptcy Code or (ii) the New York Uniform Fraudulent Transfer Act.



     5.20 Collateral. (a) The provisions of each of the Collateral Documents are effective to create
in favor of the Administrative Agent for the benefit of the Lenders, a legal valid and enforceable
first priority security interest in all right, title and interest of each Loan Party in the
Collateral described therein, except as otherwise permitted hereunder; and financing statements
have been filed in the offices in all of the jurisdictions listed in the schedule to all Security
Agreements and Mortgages.



     (b) All representations and warranties of each Loan Party thereto contained in the Collateral
Documents are true and correct in all material respects.



     (c) None of the terms or provisions of any indenture, mortgage, deed of trust, agreement or
other instrument to which any Borrower or any Borrower Affiliate is a party or by which any
Borrower or any Borrower Affiliate or the property of any Borrower or any Borrower Affiliate is
bound prohibit the filing or recordation of any of the Loan Documents or any other action which is
necessary or appropriate in connection with the perfection of the Liens on material assets
evidenced and created by any of the Loan Documents.



ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Revolving Commitment hereunder, or any Revolving Loan or
other Obligation (other than contingent indemnity obligations and obligations under Lender Hedging
Agreements) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding
(unless such Letter of Credit has been Cash Collateralized), each Borrower shall, and shall cause
each of their Subsidiaries to:



     6.01 Financial Statements. Deliver to the Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:



     (a) as soon as available, but in any event within 90 days after the end of each fiscal year of
the MLP (beginning with the 2007 fiscal year), consolidated balance sheets of the MLP and its
Subsidiaries as at the end of such fiscal year, and the related statements of income and cash flows
for such fiscal year (provided, that if the MLP is a public company, such financial statements
shall be required to be furnished no later than the date that the MLP is required to timely file
its annual report on Form 10-K or Form 10-KSB with the Securities Exchange Commission (taking into
account any extension of time available under Rule 12b-25 under the Securities Exchange Act of
1934)), setting forth in each case in comparative form the figures for the previous fiscal year of
the MLP, if any, all in reasonable detail, audited and accompanied by a report and opinion of
Murrell, Hall, McIntosh & Co., PLLP, or other independent certified public accountants reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with
GAAP (except as otherwise noted therein) and shall not be



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subject to any qualifications or
exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably
acceptable to the Required Lenders;



     (b) as soon as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the MLP, an unaudited consolidated balance sheet of
the MLP and its Subsidiaries as at the end of such fiscal quarter, and the related statements of
income and cash flows for such fiscal quarter and for the portion of the MLP’s fiscal year then
ended (provided, that if the MLP is a public company, such financial statements shall be required
to be furnished no later than the date that the MLP is required to timely file its quarterly report
on Form 10-Q or Form 10-QSB with the Securities Exchange Commission (taking into account any
extension of time available under Rule 12b-25 under the Securities Exchange Act of 1934)), setting
forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year of the MLP and the corresponding portion of the previous fiscal year of the
MLP, if any, all in reasonable detail and certified by a Responsible Officer of the MLP, as fairly
presenting in all material respects the financial condition, results of operations and cash flows
of the MLP and its Subsidiaries in accordance with GAAP (except as otherwise noted therein),
subject only to normal year-end audit adjustments and the absence of footnotes;



     (c) within 45 days after the end of each fiscal year, the MLP shall deliver a one year
projection/budget for the MLP for the year following such fiscal year.



     6.02 Certificates; Other Information. Deliver to the Administrative Agent, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:



     (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate in form of Exhibit C signed by a Responsible
Officer of the MLP and a Responsible Officer of Bluestem;



     (b) promptly upon request, copies of each annual report, proxy or financial statement or other
report or written communication sent to the equity owners of the MLP, and copies of all annual,
regular, periodic and special reports and registration statements which the MLP may file or be
required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto;



     (c) promptly after execution thereof, copies of Material Agreements and any material amendment
thereto;



     (d) no later than ten (10) days after any Company’s receipt of any Reduction Amount resulting
from a Triggering Sale, a Triggering Sale Certificate relating to such Triggering Sale;



     (e) no later than one hundred eighty (180) days after any Company’s receipt of any Reduction
Amount resulting from a Triggering Sale, a Reinvestment Certificate relating to such Triggering
Sale;



     (f) no later than ten (10) days after the MLP’s receipt of any monies resulting from a
reduction in the purchase price payable to the MLP under the Enbridge PSA, a Purchase Price
Adjustment Certificate; and


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     (g) promptly, such additional information (that is in the possession of a Borrower or that may
be readily produced by a Borrower without undue effort or expense) regarding the business,
financial or corporate affairs of any Loan Party as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request, which information may include copies of any
detailed audit reports, if any, management letters or recommendations submitted to the board of
directors or managers (or the audit committee of the board of directors or managers) of the MLP by
independent accountants in connection with the accounts or books of the MLP or any of its
Subsidiaries, or any audit of any of them.



     6.03 Notices. Promptly notify the Administrative Agent:



     (a) of the occurrence of any Default or Event of Default, as soon as possible but in any event
within ten (10) days after any Borrower has knowledge thereof;



     (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including any of the following events if such has resulted or could reasonably be
expected to result in a Material Adverse Effect: (i) breach or non-performance of, or any default
under, a Contractual Obligation of any Loan Party; (ii) any litigation, investigation by or
required by a Governmental Authority, proceeding or suspension of licenses or permits between any
Loan Party and any Governmental Authority; and (iii) any dispute, litigation, investigation or
proceeding involving any Loan Party related to any Environmental Law;



     (c) of any litigation, investigation or proceeding known to and affecting any Borrower or any
Borrower Affiliate in which (i) the amount involved exceeds (individually or collectively)
$1,000,000, or
(ii) injunctive relief or other relief is sought, which could be reasonably expected to have a
Material Adverse Effect;



     (d) of any material change in accounting policies or financial reporting practices by the
Borrowers; and



     (e) written notice at least ten (10) days before any proposed (A) relocation of any Loan
Party’s principal place of business or chief executive office, (B) change of any Loan Party’s name,
identity, or corporate, partnership or limited liability company structure, (C) relocation of the
place where the books and records concerning a Loan Party’s accounts are kept, (D) relocation of
any Loan Party’s Collateral (other than delivery of inventory in the ordinary course of business to
third party contractors for processing and sales of inventory in the ordinary course of business or
as permitted by any Loan Document) to a location not described on Annex A to the Security Agreement
to which such Loan Party is a party, and (E) change of any Loan Party’s jurisdiction of
organization or organizational identification number, as applicable.



     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the notifying Borrower setting forth details of the occurrence referred to therein and
stating what action the Borrowers have taken and propose to take with respect thereto. Each notice
pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.



     6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (a) the
Obligations, (b) all tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets and (c) all lawful claims which, if unpaid, would by law become a Lien upon
its



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property; except, in the case of clause (b) or (c), where (x) the validity thereof are being
contested in good faith by appropriate proceedings and (y) adequate reserves in accordance with
GAAP are being maintained by the appropriate Loan Party.



     6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its organization, except in
a transaction permitted by Sections 7.06 and 7.07, and (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises material to the conduct of its business,
except in a transaction permitted by Sections 7.06 and 7.07, except where the failure to do so in
each case could not reasonably be expected to have a Material Adverse Effect.



     6.06 Maintenance of Assets and Business. (a) Keep all property material to the conduct of its
business in good working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; (b) do all things necessary to obtain, renew,
extend, and continue in effect all Authorizations which may at any time and from time to time be
necessary for the operation of its business in compliance with applicable Law, except where the
failure to so maintain, renew, extend, or continue in effect could not reasonably be expected to
have a Material Adverse Effect; (c) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect; and (d) use the standard of care typical in the industry in the operation
and maintenance of its facilities.



     6.07 Maintenance of Insurance. (a) Maintain with responsible insurance companies insurance with
respect to its properties and business (including business interruption insurance) against such
casualties and contingencies and of such types and in such amounts as is customary in the case of
similar businesses and which is reasonably acceptable to the Administrative Agent and will (i)
furnish to the Administrative Agent on each anniversary of the Restatement Date a certificate or
certificates of insurance from the applicable insurance company evidencing the existence of
insurance required to be maintained by this Agreement and the other Loan Documents and evidencing
that Administrative Agent is listed as mortgagee on property insurance (except as to properties
owned by Quest Parent or a Subsidiary of Quest Parent (other than the MLP and its Subsidiaries) and
the Administrative Agent and Lenders are additional insureds on liability insurance, and (ii) upon
request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate
of an Authorized Officer of the Borrowers setting forth the nature and extent of all insurance
maintained in accordance with this Section.



     (b) (i) Except as the Administrative Agent may otherwise consent to in writing, Borrowers
will, and will cause each of their respective Subsidiaries to, forthwith upon receipt, transmit and
deliver to the Administrative Agent, in the form received, all cash, checks, drafts, chattel paper
and other instruments or writings for the payment of money (properly endorsed, where required, so
that such items may be collected by the Administrative Agent) which may be received by the
Borrowers at any time in full or partial payment of amounts due under any insurance policy in an
amount in excess of $1,000,000. Except as the Administrative Agent may otherwise consent in
writing, any such items which may be received by the Borrowers in excess of $1,000,000 will not be
commingled with any other of its funds or property, but will be held separate and apart from its
own funds or property and upon express trust for the Administrative Agent until delivery is made to
the Administrative Agent.



     6.08 Compliance with Laws and Contractual Obligations. (a) Comply in all material respects with
the requirements of all Laws (including Environmental Laws) applicable to it or to its business or
property, except in such instances in which (i) such requirement of Law is being contested in



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good
faith or a bona fide dispute exists with respect thereto, or (ii) the failure to comply therewith
could not be reasonably expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations, except if the failure to comply therewith could not be reasonably expected
to have a Material Adverse Effect.



     6.09 Books and Records. Maintain (a) proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied (except as otherwise noted therein)
shall be made of all financial transactions and matters involving its assets and business, and (b)
maintain such books of record and account in material conformity with all applicable requirements
of any Governmental Authority having regulatory jurisdiction over it.



     6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its officers and independent public accountants, at such
reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrowers; provided, however, that when an Event of Default exists
the Administrative Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrowers
at any time during normal business hours and without advance notice. Additionally, Administrative
Agent may, at the request of the Required Lenders, conduct or cause to be conducted a commercial
field examination of the Borrowers’ and their Subsidiaries’ financial and accounting records and
Borrowers shall pay the cost of such commercial field examination; provided so long as no Event of
Default shall exist and be continuing, no more than one such commercial field examination shall be
undertaken at the Borrowers’ expense during any period of twelve consecutive months and the
Borrowers shall not be obligated to pay more than $20,000 for any such annual commercial field
examination.



     6.11 Compliance with ERISA. With respect to each Plan maintained by a Company, do each of the
following: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state Laws, (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of the Code, except to the extent that
noncompliance, with respect to each event listed above, could not be reasonably expected to have a
Material Adverse Effect



     6.12 Use of Proceeds. Use proceeds of the Facility to (i) refinance (but not repay) the
Indebtedness outstanding under the Original Credit Agreement, (ii) finance the Enbridge Acquisition
and pay related fees and expenses; provided that on the Restatement Date after giving effect to
clauses (i) and (ii) of this Section the Borrower must have a minimum of $15,000,000 in Revolving
Loan availability, (iii) finance general partnership purposes of the MLP and its Subsidiaries and
finance general company purposes of Bluestem and its Subsidiaries, (iv) finance Capital
Expenditures and finance Permitted Acquisitions (in addition to the Enbridge Acquisition) by the
Borrowers and their respective Subsidiaries of Persons or assets subject to compliance with this
Agreement, including Sections 7.02 and 7.10, (v) issue Letters of Credit, (vi) finance working
capital, (vii) fund Quarterly MLP Distributions to the extent permitted by Section 7.08(b) in an
amount not to exceed the Maximum Funded Distribution Amount outstanding at any time, and (vii) pay
fees, costs and expenses owed pursuant to this Agreement.



     6.13 Material Agreements. Enforce the obligations of parties to the Material Agreements, except
where such failure could not reasonably be expected to have a Material Adverse Effect.


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     6.14 Guaranties. As an inducement to the Administrative Agent and Lenders to enter into this
Agreement, cause each Subsidiary of the MLP and Bluestem to execute and deliver to Administrative
Agent a Guaranty executed by such Subsidiary, in form and substance reasonably satisfactory to the
Administrative Agent, providing for the guaranty of payment and performance of the Obligations. In
addition, within thirty (30) days after the formation or acquisition of any Subsidiary of any
Borrower, cause such Subsidiary to execute and deliver to the Administrative Agent (a) a Guaranty
in form and substance reasonably satisfactory to the Administrative Agent, providing for the
guaranty of payment and performance of the Obligations, (b) Collateral Documents in form and
substance reasonably satisfactory to the Administrative Agent creating liens and security interests
in all material assets and properties of such Subsidiary and in the equity interests in such
Subsidiary, subject to Permitted Liens, and (c) certified copies of such Subsidiary’s Organization
Documents and opinions of counsel with respect to such Subsidiary and such Guaranty, and (d) such
other documents and instruments as may be required with respect to such Subsidiary pursuant to
Section 6.15.



     6.15 Further Assurances; Additional Collateral. (a) The MLP and Bluestem shall cause the each of
their respective Subsidiaries to take such actions and to execute and deliver such documents and
instruments as the Administrative Agent shall require to ensure that the Administrative Agent or
Collateral Agent on behalf of the Secured Parties shall, at all times, have received currently
effective duly executed Loan Documents granting Liens and security interests in substantially all
of the assets of the MLP, Bluestem and each of their Subsidiaries, including all capital stock,
partnership, joint venture, membership interests, or other equity interests except for (i) any
motor vehicle or other equipment that has a certificate of title and a fair market value of less
than $50,000, (ii) Excluded Assets and (iii) those properties and assets as to which the
Administrative Agent shall determine in its sole discretion (in consultation with the Borrowers)
that the costs of obtaining such security interest are excessive in relation to the value of the
security to be afforded thereby; provided, that with respect to rights of way, easements, leases or
other similar property interests acquired by any Loan Party after the date hereof, the Loan Parties
shall promptly grant to the Collateral Agent as additional security for the Obligations, within 60
days after each June 30th and December 31st, a security interest in and
Mortgage on each right of way, easement, lease or other similar property interest acquired by any
Loan Party during the six month period ended on such June 30 or December 31, as applicable, and not
constituting an Excluded Asset.



     (b) In connection with the actions required pursuant to the foregoing subsection (a), the MLP
and Bluestem shall cause each of their Subsidiaries to execute and deliver such stock certificates,
blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations,
evidence of title, and other documents, and shall use commercially reasonable efforts to obtain
third party consents, as shall be reasonably requested by the Administrative Agent, in each case in
form and substance reasonably satisfactory to the Administrative Agent.



     (c) The Liens required by this Section 6.15 shall be first priority Liens in favor of the
Administrative Agent and Collateral Agent for the benefit of the Secured Parties, subject to no
other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by
this Section 6.15 shall be perfected Liens in favor of the Administrative Agent and Collateral
Agent for the benefit of the Secured Parties in all collateral to the extent perfection has or will
occur by (i) the filing of a Uniform Commercial Code financing statement in the relevant
jurisdiction, (ii) filing or recording a mortgage in real property records of the county in which
such real property or fixtures is located, (iii) possession or control or (iv) the notation on a
certificate of title. If the Administrative Agent shall determine that, as of any date, the MLP or
Bluestem shall have failed to comply with this Section 6.15, the Administrative Agent may (and at
the direction of the Required Lenders, shall) notify the Borrowers in writing of such



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failure and,
within 30 days from and after receipt of such written notice by the Borrowers, the Borrowers shall
execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form
and substance satisfactory to the Administrative Agent and its counsel, securing payment of the
Revolving Notes and the other Obligations and covering additional assets and properties not then
encumbered by any Loan Documents (together with such other information, as may be requested by the
Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the
Administrative Agent) such that the Administrative Agent shall have received currently effective
duly executed and perfected Collateral Documents encumbering substantially all of the assets of the
MLP, Bluestem and their respective Subsidiaries as required by Section 6.15(a).



     6.16 Clean Down Period. During each calendar year during the term of this Agreement, there shall be a period of fifteen
(15) consecutive days (the “Clean Down Period”) during which (a) there are no Working
Capital/Distribution Loans outstanding, and (b) no Working Capital/Distribution Loans will be made.



     6.17 Fiscal Year. The MLP shall maintain its December 31 fiscal year end.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Revolving Commitment hereunder, or any Revolving Loan or
other Obligations (other than contingent indemnity obligations and obligations under Lender Hedging
Agreements) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding
(unless such Letter of Credit has been Cash Collateralized), each of the Borrowers agrees that it
shall not, nor shall it permit any of their respective Subsidiaries to, directly or indirectly:



     7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following:



     (a) Liens pursuant to any Loan Document;



     (b) Liens existing on the Restatement Date and listed on Schedule 7.01 to this Agreement and
any renewals or extensions thereof; provided that the property covered thereby is not increased,
the amount of the Indebtedness secured thereby is not increased, and any renewal or extension of
the obligations secured or benefited thereby is permitted under this Agreement;



     (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate
proceedings, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP;



     (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 30 days
or which are being contested in good faith and by appropriate proceedings, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;



     (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation;


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     (f) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case incurred in the ordinary course of business;



     (g) easements, rights-of-way, restrictions and other encumbrances affecting real property
which do not, taken as a whole, materially detract from the value of the Mortgaged Properties
subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person;



     (h) judgment Liens not giving rise to an Event of Default;



     (i) any Lien existing (A) on any asset acquired by the MLP pursuant to the Enbridge
Acquisition, such Liens, to the knowledge of the MLP, are listed on Schedule 7.01 to this Agreement
and (B) on any asset (other than stock of a Subsidiary) prior to acquisition thereof by a Borrower
or any of their respective Subsidiaries; provided that (i) no such Lien shall be extended to cover
property other than the asset being acquired, and (ii) such Lien was not created in contemplation
of or in connection with such acquisition;



     (j) Liens securing Capital Lease obligations; provided that the Indebtedness in respect of
such Capital Lease obligations is permitted under Section 7.04(f);



     (k) purchase money Liens upon or in any property acquired, constructed or improved by a
Borrower or any of its Subsidiaries (placed on such property at the time of such acquisition or the
completion of the construction or improvement or within 90 days thereafter) to secure the deferred
portion of the purchase price of such property or to secure Indebtedness incurred to finance the
acquisition, construction or improvement of such property; provided that (i) no such Lien shall be
extended to cover property other than the property being acquired, constructed or improved and (ii)
the Indebtedness thereby secured is permitted by Section 7.04(e);



     (l) Liens reserved in or exercisable under any lease or sublease to which a Borrower or a
Subsidiary of a Borrower is a lessee which secure the payment of rent or compliance with the terms
of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue
and such Borrower or such Subsidiary is in material compliance with the terms and conditions
thereof;



     (m) any interest or title of a lessor under any lease entered into by a Borrower or any
Subsidiary of a Borrower in the ordinary course of its business and covering only the assets so
leased, and any interest of a landowner in the case of easements entered into by a Borrower or any
of their respective Subsidiaries in the ordinary course of its business and covering only the
property subject to the easement;



     (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed
money) under operating, reciprocal easement or similar agreements entered into in the ordinary
course of business of the Borrowers and their respective Subsidiaries;



     (o) licenses of patents, trademarks and other intellectual property rights granted by the
Borrowers or any of their respective Subsidiaries in the ordinary course of business and not
interfering in any material respect with the ordinary conduct of the business of the Borrowers and
their respective Subsidiaries;


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     (p) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit
accounts or other funds maintained with a creditor depository institution;



     (q) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or
component parts thereof attaching to or required to be attached to property or assets pursuant to
the terms of any mortgage, pledge agreement, security agreement or other similar instrument,
creating a Lien upon such property or asset otherwise permitted under this Section;



     (r) Liens securing an obligation of a third party neither created, assumed nor Guaranteed by
the Borrowers or any of their respective Subsidiaries upon lands over which easements or similar
rights are acquired by the Borrowers or any such Subsidiary in the ordinary course of business of
the Borrowers or any such Subsidiary;



     (s) the rights of the investors under that certain Amended and Restated Investors’ Rights
Agreement, dated on or about the Restatement Date by and among the MLP, the General Partner, Quest
Parent and the investors named therein;



     (t) any Liens arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section,
provided that such Indebtedness is not increased except for increases in an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such extension, renewal, refinancing, or replacement and in an amount equal to any
existing commitments unutilized thereunder, and is not secured by any additional assets; and



     (u) Liens incurred in the ordinary course of business in connection with margin requirements
under Swap Contracts not to exceed in the aggregate $2,000,000 at any time outstanding.



     7.02 Investments. Make or own any Investments, except:



     (a) Investments existing on the Restatement Date and listed in Section (b) of Schedule 5.13;



     (b) Cash Equivalents;



     (c) Investments constituting Indebtedness permitted under Section 7.04(b);



     (d) Investments by the MLP in Bluestem, Midcoast Kansas Pipeline, L.L.C., Midcoast Kansas
General Partner, L.L.C. and Enbridge Pipelines (KPC);



     (e) Investment by Borrower in another Borrower or the Borrowers and their respective
Subsidiaries in any Subsidiary of a Borrower that, prior to such Investment, is a Guarantor and
Investments by Subsidiaries in a Borrower;



     (f) Permitted Acquisitions by a Borrower or any of their respective Subsidiaries;



     (g) Guarantees of Indebtedness permitted under Section 7.04;



     (h) Swap Contracts permitted under Section 7.03;


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     (i) Investments consisting of extensions of credit, including without limitation, in the
nature of accounts receivable, arising from the grant of trade credit or prepayments or similar
transactions entered into in the ordinary course of business and investments by the Borrowers or
any of their respective Subsidiaries in satisfaction or partial satisfaction thereof from
financially troubled account debtors to prevent or limit financial loss;



     (j) endorsements for collection or deposit in the ordinary course of business; and



     (k) Investments not otherwise permitted by this Section 7.02 in an aggregate amount not to
exceed $5,000,000 at anytime outstanding.



     7.03 Hedging Agreements. Enter into any Swap Contracts other than in the ordinary course of
business for the purpose of protecting against fluctuations in interest rates, commodity prices, or
foreign exchange rates and not for purposes of speculation; provided that the Swap Contract shall
not contain any provision exonerating the non-defaulting party from its obligation to make payments
on outstanding transactions to the defaulting party.



     7.04 Indebtedness.



     Create, incur, or assume any Indebtedness except:



     (a) Indebtedness incurred pursuant to the Loan Documents;



     (b) Indebtedness owed by a Borrower to another Borrower, by a Subsidiary of a Borrower to a
Borrower or to a Wholly-Owned Subsidiary of a Borrower or by a Borrower to a Wholly-Owned
Subsidiary of a Borrower; provided, that, in each such case such Indebtedness is evidenced by a
promissory note which has been pledged to secure the Obligations and is in the possession of the
Administrative Agent;



     (c) intentionally omitted;



     (d) obligations (contingent or otherwise) of the Borrowers or any of their respective
Subsidiaries existing or arising under any Swap Contract to the extent permitted by Section 7.03;



     (e) Indebtedness of the Borrowers and their respective Subsidiaries in respect of purchase
money obligations for fixed or capital assets within the limitations set forth in Section 7.01(k);
provided, however, that the aggregate amount of such Indebtedness at any one time outstanding shall
not exceed $5,000,000;



     (f) Indebtedness of the Borrowers or any of their respective Subsidiaries in respect of
Capital Lease obligations; provided that, such Capital Lease obligations will not require the
payment of an aggregate amount in excess of $4,000,000 annually; and provided that any Capital
Lease obligation relating to compressors or compression equipment shall be excluded from this
subsection and dealt with in Section 7.05;



     (g) Indebtedness consisting of surety bonds that the Borrowers or any of their respective
Subsidiaries is required to obtain in order to comply with applicable Law or the requirements of
any Governmental Authority;


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     (h) Indebtedness secured by any Lien permitted under Section 7.01(i); provided, however, that
the aggregate amount of such Indebtedness at any one time outstanding shall not exceed $5,000,000;



     (i) other Indebtedness of the Borrowers and their respective Subsidiaries not to exceed
$5,000,000 in the aggregate principal amount outstanding at any time; and



     (j) Indebtedness incurred pursuant to any Senior Debt Offering; provided that in the case of
Indebtedness described in this clause (j), such Indebtedness shall bear a market rate of interest,
shall not contain financial, affirmative or negative covenants more restrictive than those set
forth in this Agreement and shall not require payment of principal earlier than six (6) months
after the Maturity Date and the Net Cash Proceeds thereof subject to Section 2.04(b)(iv);



provided, that if any Indebtedness is incurred pursuant to this Section 7.04, immediately after
such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist.



     7.05 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for any
property under operating leases or agreements to lease, except for (i) operating leases (or Capital
Lease obligations) for compressors and compression equipment and services for which no dollar
limitation shall be applicable; (ii) such other non-compressor and non-compression equipment and
services operating leases (or Capital Lease obligations) having an annual aggregate payment amount
not to exceed $35,000,000 (excluding escalations resulting from a rise in the consumer price or
similar index), exclusive of expenses for maintenance, repairs, insurance, taxes, assessments and
similar changes, and (iii) other operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrowers or any of their respective Subsidiaries prior
to the date hereof or after the date hereof in the ordinary course of business or entered into or
assumed in connection with any Permitted Acquisition; provided that, such other operating leases
described in clause (iii) above will not require the payment of an aggregate amount of payments in
excess of (excluding escalations resulting from a rise in the consumer price or similar index)
$4,000,000 annually, exclusive of expenses for maintenance, repairs, insurance, taxes, assessments
and similar changes.



     7.06 Fundamental Changes. Merge or consolidate with or into, or convey, transfer, lease or
otherwise Dispose of (whether in one transaction or in a series of related transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person; except that, so long as no Default or Event of Default exists or would result therefrom:



     (a) any Person may merge, dissolve or liquidate into a Borrower; provided that such Borrower
is the surviving entity;



     (b) any Subsidiary may merge, dissolve or liquidate with (i) a Borrower; provided that such
Borrower shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries;
provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned
Subsidiary shall be the continuing or surviving Person;



     (c) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation
or otherwise), to a Borrower or to another Subsidiary; provided that if the seller in such a
transaction is a Wholly-Owned Subsidiary, then the purchaser must also be a Wholly-Owned
Subsidiary; and


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     (d) any Person (other than a Borrower or a Subsidiary of a Borrower) may merge, dissolve or
liquidate into any Subsidiary; provided that such Subsidiary is the surviving entity.



     7.07 Dispositions.



     Make any Disposition or enter into any agreement to make any Disposition, except:



     (a) Dispositions by the Borrowers or any of their respective Subsidiaries of inventory in the
ordinary course of business;



     (b) Dispositions of property by any Borrower to another Borrower, by any Subsidiary to a
Borrower, or by any Subsidiary or by any Borrower, to a Wholly-Owned Subsidiary that is a
Guarantor;



     (c) other Dispositions for fair market value; provided no Default or Event of Default then
exists or arises as a result thereof; and provided that if the Disposition is for cash and a
prepayment is required by Section 2.04(b)(i), the Borrowers shall make such prepayment in
accordance with such Section;



     (d) Dispositions of property that is no longer commercially viable to maintain or is obsolete,
surplus or worn-out property; or



     (e) Dispositions permitted under Section 7.06.



     7.08 Restricted Payments; Distributions and Redemptions. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:



     (a) each Subsidiary may make Restricted Payments to a Borrower and to Wholly-Owned
Subsidiaries of a Borrower;



     (b) Bluestem may make Restricted Payments to the MLP; and



     (c) the MLP may declare, make or incur a liability to make Quarterly MLP Distributions of
Available Cash as defined in the Partnership Agreement (MLP) to the extent such Quarterly MLP
Distributions in any fiscal quarter do not exceed, in the aggregate, the Available Cash as defined
in the Partnership Agreement (MLP) for the immediately preceding fiscal quarter and are made in
accordance with the Partnership Agreement (MLP); provided, that at the time each such Quarterly MLP
Distribution is made no Default or Event of Default exists or would result therefrom, and
Distribution Equivalent Amounts.



     7.09 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c)
of ERISA, or knowingly permit any Plan maintained by a Company to: (a) engage in any non-exempt
“prohibited transaction” (as defined in Section 4975 of the Code); (b) fail to comply with ERISA or
any other applicable Laws; or (c) incur any material “accumulated funding deficiency” (as defined
in Section 302 of ERISA), which, with respect to each event listed above, could be reasonably
expected to have a Material Adverse Effect.



     7.10 Nature of Business; Capital Expenditures; Risk Management. Engage in any line of business
other than the Midstream Business, or make any Capital Expenditures or Permitted Acquisitions



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permitted by Section 7.02 except in connection with the Midstream Business. In addition to the
foregoing, the MLP may not engage in any business other than the ownership of Bluestem,
Midcoast Kansas Pipeline, L.L.C., Midcoast Kansas General Partner, L.L.C. and Enbridge Pipelines
(KPC) and the operation of the MLP and the ownership and/or operation of any Person or business
acquired in connection with a Permitted Acquisition. Without the written approval of the
Administrative Agent, the Borrowers may not materially change their risk management policy.



     7.11 Transactions with Affiliates. Sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (i) transactions between or among the MLP,
Bluestem and Wholly-Owned Subsidiaries not involving any other Affiliate, (ii) any Restricted
Payment permitted by Section 7.08, (iii) transactions pursuant to the Material Agreements, the
Partnership Agreement (MLP) or the Amended and Restated Limited Liability Company Agreement of the
General Partner dated as of December 22, 2006, and (iv) in the ordinary course of business at
prices and on terms and conditions not less favorable to the MLP, Bluestem or such Subsidiary, as
applicable, than could be obtained on an arm’s length basis from unrelated third parties.



     7.12 Burdensome Agreements. Enter into any Contractual Obligation that limits the ability of any
Subsidiary to make Restricted Payments to a Borrower or to otherwise transfer property to a
Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by
applicable Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such
sale is permitted hereunder, and (iii) the foregoing shall not apply to restrictions and conditions
contained in the documentation evidencing any Indebtedness permitted hereunder. Notwithstanding the
foregoing, (i) documents governing a Capitalized Lease or a purchase money Lien permitted by
Sections 7.01(j) and (k) may prohibit other Liens on the asset encumbered by such Lien.



     7.13 Use of Proceeds. Use the proceeds of any Revolving Loan for purposes other than those
permitted by Section 6.12, or use the proceeds of any Revolving Loan, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.



     7.14 Material Agreements. Permit (a) any amendment to any Borrower Organization Document or any
Material Agreement, if such amendment could reasonably be expected to (y) have a Material Adverse
Effect on the ability of any Borrower or any Guarantor to perform its obligations under the Loan
Documents to which it is a party or (z) otherwise materially adversely affect the Lenders, or (b)
any assignment of any Material Agreement if such assignment could reasonably be expected to
materially adversely affect the Lenders or have a Material Adverse Effect on the ability of any
Borrower or any other Loan Party to perform its obligations under the Loan Documents to which it is
a party.


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     7.15 Financial Covenants.



     (a) Interest Coverage Ratio. Permit the Interest Coverage Ratio on a rolling four quarter
basis, commencing with the fiscal quarter ending December 31, 2007, to be less than 2.50 to 1.00
for any fiscal quarter-end prior to the earlier of (i) the completion of an MLP Equity Offering and
(ii) September 30, 2008, increasing to 2.75 to 1.00 for each fiscal quarter-end thereafter
occurring after the first to occur of (y) September 30, 2008 and (z) the first fiscal quarter-end
following the completion of an MLP Equity Offering.



     (b) Total Leverage Ratio. Permit the Total Leverage Ratio on a rolling four quarter basis,
commencing with the fiscal quarter ending December 31, 2007, to be greater than 5.00 to 1.00 for
any fiscal quarter-end prior to the earlier of (i) the completion of an MLP Equity Offering and
(ii) September 30, 2008, decreasing to 4.50 to 1.00 for each fiscal quarter-end thereafter
occurring after the first to occur of (y) September 30, 2008 and (z) the first fiscal quarter-end
following the completion of an MLP Equity Offering; unless such quarter-end occurs during any
Acquisition Adjustment Period, in which case the Total Leverage Ratio cannot be greater than 5.00
to 1.00; provided, if a Senior Debt Offering occurred after September 30, 2008, the Total Leverage
Ratio as of any fiscal quarter-end cannot be greater than 5.00 to 1.00 unless if a Senior Debt
Offering occurred after September 30, 2008 and such quarter-end occurs during any Acquisition
Adjustment Period, in which case the Total Leverage Ratio cannot be greater than 5.50 to 1.00.



     (c) Senior Leverage Ratio. Permit the Senior Leverage Ratio, which will be applicable only if
a Senior Debt Offering occurred after September 30, 2008, to be greater than 4.00 to 1.00 for any
fiscal quarter-end; unless such quarter-end occurs during any Acquisition Adjustment Period, in
which case the Senior Leverage Ratio cannot be greater than 4.50 to 1.00.



     (d) Adjustments for Permitted Acquisitions. For purposes of determining compliance with
Sections 7.15(a), (b) and (c):




     (i) Consolidated EBITDA shall be calculated after giving effect, on a pro forma basis
(in a manner reasonably acceptable to the Administrative Agent) for the four consecutive
fiscal quarters most recently completed (a) to any Permitted Acquisition occurring during
such period, as if such Permitted Acquisition occurred on the first day of such period and
(b) to any project-related capital expenditures in excess of $20,000,000 (subject to
Administrative Agent’s approval) based on a percentage-of-completion calculation using
projected EBITDA for such project.




     (ii) If, in connection with a Permitted Acquisition, any Indebtedness is incurred or
assumed by a Company, then Consolidated Interest Charges shall be calculated, on a pro forma
basis (in a manner reasonably acceptable to the Administrative Agent) for the four quarters
most recently completed, as if such Indebtedness had been incurred on the first day of such
period.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Any of the following shall constitute an Event of Default:


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     (a) Non-Payment . The Borrowers fail to pay (i) when and as required to be paid
herein, any amount of principal of any Revolving Loan or any L/C Obligation or (ii) within three
Business Days after the same becomes due, any interest on any Revolving Loan, any L/C Obligation,
any Revolving Commitment or other fee due hereunder, or any other amount payable hereunder or under
any other Loan Document; or



     (b) Specific Covenants. The Borrowers fail to perform or observe any term, covenant
or agreement contained in any of Section 6.03(a), 6.05 (with respect to the respective Borrower’s
existence), 6.12, or Article VII; or



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part
to be performed or observed and such failure continues for 30 days after the date notice has been
given to the Borrowers by the Administrative Agent or a Lender; or



     (d) Representations and Warranties. Any representation or warranty made or deemed
made by the Borrowers or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith proves to have been incorrect in any
material respect when made or deemed made; or



     (e) Cross-Default. (i) The Borrowers or any Borrower Affiliate (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guaranty Obligation in respect of Indebtedness (other
than Indebtedness under Swap Contracts) having an aggregate principal amount (or, in the case of a
Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or
available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than (individually or collectively) $5,000,000, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or Guaranty
Obligation in respect of Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness, the lessor under such
Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a
trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty
Obligation to become payable or cash collateral in respect thereof to be demanded; provided that
this clause (e)(i)(B) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness; or (ii) (A) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from any event of default under such Swap Contract as to which a Borrower or any Borrower
Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value
owed by a Borrower or any Borrower Affiliate as a result thereof is greater than (individually or
collectively) $5,000,000, or (B) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from any Termination Event (as so defined) under such Swap
Contract as to which a Borrower or any Borrower Affiliate is an Affected Party (as so defined) and
the Early Termination Amount owed by a Borrower or any Borrower Affiliate as a result thereof is
greater than (individually or collectively) $5,000,000 and such amount is not paid when due under
such Swap Contract; or


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     (f) Insolvency Proceedings, Etc. (i) A Borrower or any Borrower Affiliate institutes
or consents to the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property or takes any action to effect any of the foregoing; or
(ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or (iii) any proceeding under any Debtor Relief Law
relating to any such Person or to all or any part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief
is entered in any such proceeding; or



     (g) Inability to Pay Debts; Attachment. (i) A Borrower or any Borrower Affiliate
becomes unable or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against property which is a material part of the property of the Borrowers and their
Subsidiaries taken as a whole, and is not released, vacated or fully bonded within 45 days after
its issue or levy; or



     (h) Judgments. There is entered against a Borrower or any Borrower Affiliate (i) a
final non-appealable judgment or order for the payment of money in an aggregate amount exceeding
(individually or collectively) $5,000,000 (to the extent not covered by third-party insurance as to
which the insurer does not dispute coverage), or (ii) any non-monetary final non-appealable
judgment that has or could reasonably be expected to have a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and is
not released, vacated or fully bonded within 60 days after its attachment or levy; or (B) there is
a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or



     (i) ERISA. (i) If a Borrower, any Borrower Affiliate or any of their ERISA Affiliates
maintains any Pension Plan or any Multiemployer Plan, an ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in
liability of a Borrower or any Borrower Affiliate under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000, or (ii) if there is
any Multiemployer Plan, a Borrower, any Borrower Affiliate or any ERISA Affiliate thereof fails to
pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of $1,000,000; or



     (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than the agreement of all the Lenders or termination of all
Revolving Commitments and satisfaction in full of all the Obligations, ceases to be in full force
and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any material respect; or any Loan Party denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any
Loan Document; provided, however, that the foregoing shall not apply to the Guaranty and other
Collateral Documents of any Subsidiary (other than Bluestem) that is Disposed of by a Borrower in
accordance with the provisions of this Agreement; or



     (k) Change of Control. There occurs any Change of Control; or


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     (l) Dissolution. A Borrower or any Borrower Affiliate shall dissolve, liquidate, or
otherwise terminate its existence, except as permitted in Section 7.06; or



     (m) Material Agreements. (i) Termination of any Material Agreement, or any material
provision of any of the foregoing if such termination could reasonably be expected to have a
Material Adverse Effect and such agreement or provision is not replaced (prior to such cessation)
in a manner reasonably satisfactory to the Administrative Agent; or (ii) default by any Person in
the performance or observance of any material term of any Material Agreement which is not cured
within the applicable cure period specified in such Material Agreement, if such default could
reasonably be expected to have a Material Adverse Effect; or



     (n) Collateral; Impairment of Security, etc. (i) Any provision of any Loan Document
shall for any reason cease to be valid and binding on or enforceable against a Loan Party or any
Loan Party shall so state in writing or bring an action to limit its obligations or liabilities
thereunder; or (ii) any Collateral Document shall for any reason (other than pursuant to the terms
thereof) cease to create a valid security interest in the Collateral purported to be covered
thereby or such security interest shall for any reason (other than as permitted herein or in any
Collateral Document) cease to be a perfected and first priority security interest subject to
Permitted Liens; provided, however, that the foregoing shall not apply to the Guaranty and other
Collateral Documents of any Subsidiary (other than Bluestem) that is Disposed of by a Borrower in
accordance with the provisions of this Agreement.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders:



     (a) declare the Revolving Commitment of each Lender to make Revolving Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving
Commitments and obligations shall be terminated;



     (b) declare the unpaid principal amount of all outstanding Revolving Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrowers;



     (c) declare that an amount equal to the then Outstanding Amount of all L/C Obligations be
immediately due and payable by the Borrowers, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrowers, and require that the Borrowers deliver such payments to the
Administrative Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and



     (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;



provided, however, that upon the occurrence of any event specified in subsection (f) of Section
8.01, the obligation of each Lender to make Revolving Loans and any obligation of the L/C Issuer to
make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Revolving Loans and all interest and other amounts as aforesaid shall automatically
become due
and payable, and an
amount equal to the then Outstanding Amount of all L/C Obligations shall be deemed to be forthwith
due


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and owing by the Borrowers to the L/C Issuer and the Lenders as of the date of such occurrence
and the Borrowers’ obligation to pay such amounts shall be absolute and unconditional, without
regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a
portion of such amount under the terms of a Letter of Credit and, to the fullest extent permitted
by applicable Law, shall not be subject to any defense or be affected by a right of set-off,
counterclaim or recoupment which the Borrowers may now or hereafter have against any such
beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other Person for any
reason whatsoever. Such payments shall be delivered to and held by the Administrative Agent as
cash collateral securing the L/C Obligations.



     8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or
after the Revolving Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by the
Administrative Agent as set forth in Section 2.11(d).



ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authorization of Agents; Lender Hedging Agreements. (a) Each Lender hereby
irrevocably (subject to Section 9.10) appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to the Administrative Agent or Collateral Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.



     (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith until such time (and except for so long) as the
Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer
with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and the application and agreements for letters of credit pertaining to
the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the L/C Issuer.



     (c) To the extent any Lender or any Affiliate of a Lender is a party to a Lender Hedging
Agreement and accepts the benefits of the Liens in the Collateral arising pursuant to the
Collateral Documents, such Lender (for itself and on behalf of any such Affiliates) shall be deemed
(i) to appoint the



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Administrative Agent and Collateral Agent, as its nominee and agent, to act for
and on behalf of such Lender or Affiliate thereof in connection with the Collateral Documents and
(ii) to be bound by the terms of this Article IX.



     9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents (including the Collateral Agent),
employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties. Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.



     9.03 Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of
Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the
case may be, may agree upon a course of action for the enforcement of the rights of the Lenders;
and the Administrative Agent shall be entitled to refrain from taking any action (without incurring
any liability to any Person for so refraining) unless and until the Administrative Agent shall have
received instructions from Required Lenders. All rights of action under the Loan Documents and all
right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit
or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be
brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or
defendants any other Lender, and the recovery of any judgment shall be for the benefit of the
Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the
expenses of the Administrative Agent. In actions with respect to any property of the Borrowers or
any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and,
with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to
subordinate (whether made heretofore or hereafter) other indebtedness or obligations of the
Borrowers to the Obligations shall be construed as being for the ratable benefit of each Lender
(and, with respect to Lender Hedging Agreement, Affiliates, if applicable).



     (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral
Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging
Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the
Administrative Agent’s previously entering into such agreements and Collateral Documents).



     (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is
required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance
with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power
set forth herein or therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all of the Lenders.



     (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from any Lender, from time to time to take any action
with respect to any Collateral or Collateral Documents which may be necessary to perfect and
maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.



     (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other
Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected,
or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or
pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or
enforced, or are



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entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the
Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the
Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, the Administrative Agent may act in any manner it may deem
appropriate, in its sole discretion, given the Administrative Agent’s own interest in the
Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability
whatsoever to any Lender, other than to act without gross negligence or willful misconduct.



     (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in
its discretion, to release any Lien granted to or held by the Administrative Agent upon any
Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien
was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor
under a lease, easement or right-of-way which has expired or been terminated in a transaction
permitted under the Loan Document or is about to expire and which has not been, and is not intended
by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness
pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced
thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative
Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved,
authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative
Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to
release particular types or items of Collateral pursuant to this Section 9.03.



     (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby
irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of
substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral
Documents (including, without limitation, any appointments of substitute trustees under any
Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents
to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or
to take other action necessary to release Liens upon any Collateral to the extent authorized in
paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so
as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the
Collateral matters described in this Section 9.03. The powers and authorities herein conferred on
the Administrative Agent may be exercised by the Administrative Agent through any Person who, at
the time of the execution of a particular instrument, is an officer of the Administrative Agent (or
any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney).
The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for
valuable consideration and is coupled with an interest and is irrevocable so long as the
Obligations, or any part thereof, shall remain unpaid or the Lenders have any Revolving Commitment
hereunder.



     9.04 Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any
manner to any Lender or participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or
provided for in, or received by Administrative Agent under or in connection with, this Agreement or
any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document, or for the creation, perfection or priority of any
Liens purported to be created by any of the Loan Documents, or the



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 validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry
respecting the performance by any Borrower of its obligations hereunder or under any other Loan
Document, or for any failure of any Loan Party or any other party to any Loan Document to perform
its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to
any Lender or participant to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate thereof.



     9.05 Reliance by Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, facsimile, or telephone message,
statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Loan Party), independent accountants and other experts selected
by the Administrative Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the
Required Lenders or all the Lenders, if required hereunder, and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where
this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise
determine, the Administrative Agent shall, and in all other instances, the Administrative Agent
may, but shall not be required to, initiate any solicitation for the consent or a vote of the
Lenders.



     (b) For purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has funded its Pro Rata Share of the Borrowing(s) on the Restatement Date (or, if there
is no Borrowing made on such date, each Lender other than Lenders who gave written objection to the
Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter either sent by the Administrative Agent to
such Lender for consent, approval, acceptance or satisfaction, or required hereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.



     9.06 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a
Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders
of its receipt of any such notice. The Administrative Agent shall take such action with respect to
such Default or Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative
Agent has received any such direction, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.



     9.07 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act



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by the
Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment
or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their
respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to the Borrowers hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrowers and the
other Loan Parties. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come
into the possession of any Agent Related Person.



     9.08 Indemnification of Agents. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from
such Person’s gross negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The
undertaking in this Section shall survive termination of the Revolving Commitments, the payment of
all Obligations hereunder and the resignation or replacement of the Administrative Agent.



     9.09 Administrative Agent in its Individual Capacity. Royal Bank and its Affiliates may make loans
to, accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with each of the Loan Parties and their
respective Affiliates as though Royal Bank were not the Administrative Agent, Collateral Agent or
the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge
that, pursuant to such activities, Royal Bank or its Affiliates may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation



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to provide such information to them. With respect to its
Revolving Loans, Royal Bank shall have the same rights and powers under this Agreement as any other
Lender and may exercise such rights and powers as though it were not the Administrative Agent,
Collateral Agent or the L/C Issuer, and the terms “Lender” and “Lenders” include Royal Bank in its
individual capacity.



     9.10 Successor Administrative Agent and Collateral Agent.



     (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the
Lenders with a copy of such notice to the Borrowers. If the Administrative Agent resigns under
this Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders which successor administrative agent shall be consented to by
the Borrowers at all times other than during the existence of a Default or Event of Default (which
consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and
the Borrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative Agent and the term
“Administrative Agent” shall mean such successor administrative agent and the retiring
Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.04 and 10.13 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.
If no successor administrative agent has accepted appointment as Administrative Agent by the date
which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders
shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above.



     (b) The Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the
Administrative Agent with a copy of such notice to the Borrowers. If the Collateral Agent resigns
under this Agreement, the Administrative Agent shall designate a successor collateral agent. Upon
the acceptance of its appointment as successor collateral agent hereunder, such successor
collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral
Agent and the term “Collateral Agent” shall mean such successor collateral agent and the retiring
Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After
any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this
Article IX and Sections 10.04 and 10.13
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Collateral Agent under this Agreement.



     9.11 Other Agents; Arrangers. None of the Lenders or other Persons identified on the facing page
or signature pages of this Agreement as a “syndication agent,” as a “documentation agent,” any
other type of agent (other than the Administrative Agent), “arranger,” or “bookrunner” shall have
any right, power, obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in
deciding to enter into this Agreement or in taking or not taking action hereunder.


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     9.12 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Revolving Loan or L/C Obligation shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered,
by intervention in such proceeding or otherwise



     (i) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Revolving Loans, L/C Obligations and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and
the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuer and the Administrative Agent under Sections 2.14(i) and (j), 2.08 10.04 and
10.05) allowed in such judicial proceeding; and



     (ii) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08, 10.04 and 10.05.



     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.



     9.13 Hedging Arrangements. To the extent any Affiliate of a Lender is a party to a Swap
Contract with the MLP, Bluestem or any of their
respective Subsidiaries and thereby becomes a beneficiary of the Liens pursuant to the Security
Agreements, Mortgages or any other Collateral Document, such Affiliate of a Lender shall be deemed
to appoint the Collateral Agent its nominee and agent to act for and on behalf of such Affiliate in
connection with the Security Agreements, Mortgages and such Collateral Documents and to be bound by
the terms of this Article IX, Section 10.01(e) and the last sentence of Section 2.13.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Release of Collateral, Etc. (a) No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other
Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the



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Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall, unless in writing and signed by each of the Lenders directly affected thereby and by the
Borrowers, and acknowledged by the Administrative Agent, do any of the following:




     (i) extend or increase the Revolving Commitment of any Lender (or reinstate any
Revolving Commitment terminated pursuant to Section 8.02);




     (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for
any payment or mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document (except any amendment
which decreases the amount of any mandatory prepayment pursuant to Section 2.04(b) and the
corresponding reduction in the Aggregate Revolving Commitment can be approved by Required
Lenders);




     (iii) reduce the principal of, or the rate of interest specified herein on, any
Revolving Loan or L/C Borrowing or (subject to clause (ii) of the proviso below) any fees or
other amounts payable hereunder or under any other Loan Document; provided, however, that
only the consent of the Required Lenders shall be necessary to (A) amend the definition of
“Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default
Rate or (B) to amend any financial covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on any
Revolving Loan or L/C Borrowing or to reduce any fee payable hereunder;




     (iv) change the percentage of the Aggregate Revolving Commitment or of the aggregate
unpaid principal amount of the Revolving Loans and L/C Obligations which is required for the
Lenders or any of them to take any action hereunder;




     (v) change the Pro Rata Share of any Lender (except as otherwise results from an
increase in the Aggregate Revolving Commitment pursuant to Section 2.02 which increase is
subject to the provisions of Section 2.02 but is not otherwise subject to the consent of the
Required Lenders or any Lender);




     (vi) release a material amount of Collateral or release any Guarantor from a Guaranty
(except in connection with a Disposition permitted under Section 7.07 or as otherwise
permitted under this Section 10.01); or




     (vii) amend this Section, or Section 2.12, or any provision herein providing for
unanimous consent or other action by all the Lenders;



and, provided further: (i) no amendment, waiver or consent shall, unless in writing and signed by
the L/C Issuer in addition to the Required Lenders or all the Lenders, as the case may be, affect
the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders
or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document; and (iii) the Agent/Arranger Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, any Lender


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that has failed to fund any
portion of the Revolving Loans or participation in L/C Obligations required to be funded by it
hereunder shall not have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent
of such Lender.



     (b) Any amendment to any Loan Document which purports to (i) decrease the amount of any
mandatory prepayment or Revolving Commitment reduction required by Section 2.04 or (ii) change this
Section 10.01(b), must be by an instrument in writing executed by Borrowers, the Administrative
Agent, and the Required Lenders.



     (c) Upon any sale, transfer, or Disposition of Collateral which is permitted pursuant to the
Loan Documents, and upon 5 Business Days’ prior written request by the Borrowers (which request
must be accompanied by (i) true and correct copies of all material documents of transfer or
Disposition, including any contract of sale, (ii) a preliminary closing statement and instructions
to the title company, if any, (iii) all requested release instruments in form and substance
satisfactory to the Administrative Agent and (iv) if required, written consent of the requisite
Lenders), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to)
execute such documents as may be necessary to evidence the release of Liens granted to the
Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. The
Administrative Agent shall not be required to execute any release instruments on terms which, in
the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create
any obligation or entail any consequence other than the release of Liens without recourse or
warranty. No such release shall impair the Administrative Agent’s Lien on the proceeds of sale of
such Collateral.



     (d) If all outstanding Revolving Loans and other Obligations (other than contingent indemnity
obligations) have been indefeasibly paid in full (or, with respect to L/C Obligations, Cash
Collateralized) and the Revolving Commitments have terminated or have been reduced to zero, and,
subject to Section 10.01(e) all Lender Hedging Agreement have terminated, the Administrative Agent
agrees to, and the Lenders hereby instruct the Administrative Agent to, at the Borrowers’ expense,
execute and authorize such releases of the Collateral Documents as the Borrowers shall reasonably
request and this Agreement shall be deemed terminated except that such termination shall not
relieve the Borrowers of any obligation to make any payments to the Administrative Agent or any
Lender required by any Loan Document to the extent accruing, or relating to an event occurring,
prior to such termination.



     (e) Notwithstanding any provision herein to the contrary, if the Revolving Commitments have
been terminated, and the only outstanding Obligations (other than contingent indemnity obligations
and L/C Obligations that are Cash Collateralized) are amounts owed pursuant to one or more Lender
Hedging Agreements, the Administrative Agent will, and is hereby authorized to, (A) release the
Liens created under the Loan Documents and (B) release all Guaranties of the Guarantors; provided,
that contemporaneously with such release, (i) the Borrowers (and, if applicable, any Loan Party
that is a party to such Lender Hedging Agreements) (A) executes a margin agreement in form and
substance acceptable to such Lender(s) (or its Affiliates) that are parties to such Lender Hedging
Agreements (the “Lender Counterparties”) and (B), if required, provides collateral in the form of
cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties, and
(ii) if such Lender Hedging Agreement is executed by a Subsidiary of the MLP and the Borrowers are
not parties thereto, the Borrowers execute a guaranty covering such Subsidiary’s obligations
thereunder, such guaranty to be in form and substance satisfactory to the Lender Counterparties.
Any release under this Section 10.01(e) must be in writing and signed by the Administrative Agent.


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     10.02 Notices and Other Communications; Facsimile Copies.



     (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder and under the other Loan Documents shall be in writing
(including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile
number or (subject to subsection (c) below) electronic mail address specified for notices on
Schedule 10.02 (for the Borrowers, any Guarantor and the Administrative Agent) or on the
Administrative Details Form (for the other Lenders); or, in the case of the Borrowers, the
Guarantors, the Administrative Agent, or the L/C Issuer, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of any other party, to
such other address as shall be designated by such party in a notice to the Borrowers, the
Administrative Agent and the L/C Issuer. All such notices and other communications shall be deemed
to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and
(ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if
delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when
delivered; provided, however, that notices and other communications to the Administrative Agent or
the L/C Issuer pursuant to Article II shall not be effective until actually received by such
Person. Any notice or other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient
at the number specified in accordance with this Section, it being understood and agreed that a
voicemail message shall in no event be effective as a notice, communication or confirmation
hereunder.



     (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.



     (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet
websites may be used only to distribute routine communications, such as financial statements and
other information, and to distribute Loan Documents for execution by the parties thereto, and shall
not be recognized hereunder for any other purpose.



     (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices)
purportedly given by or on behalf of a Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of a Borrower. All telephonic notices to and other
communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.


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     10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.



     10.04 Attorney Costs; Expenses and Taxes. The Borrowers agree (a) to pay or reimburse the
Administrative Agent for all reasonable costs and expenses incurred in connection with the
development, preparation, negotiation, syndication, administration and execution of this Agreement
and the other Loan Documents, including the filing, recording, refiling or rerecording of any
Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code
financing statements relating thereto and all amendments, supplements and modifications to any
thereof and any and all other documents or instruments of further assurance required to be filed or
recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or
any security agreement, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and
each Lender for all costs and expenses incurred in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any workout or restructuring in
respect of the Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include
all search, filing, recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the Administrative Agent or
any Lender. The agreements in this Section shall survive the termination of the Revolving
Commitments and repayment of all the other Obligations.



     10.05 Indemnification. Whether or not the transactions contemplated hereby are consummated, each of the Borrowers and
each other Guarantor (by execution of a Guaranty), jointly and severally, agrees to indemnify, save
and hold harmless each Agent-Related Person, the Administrative Agent, the Collateral Agent, the
Arranger, each Lender, the L/C Issuer and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against:
(a) any and all claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or
indirectly to a claim, demand, action or cause of action that such Person asserts or may assert
against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or
directors, arising out of or relating to, the Loan Documents, the Revolving Commitments, the use or
contemplated use of the proceeds of any Revolving Loans, or the relationship of any Loan Party, the
Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer under this Agreement or
any other Loan Document; (b) any and all claims, demands, actions or causes of action that may at
any time (including at any time following repayment of the Obligations and the resignation of the
Administrative Agent or the replacement of any Lender) be asserted or imposed against any
Indemnitee by any Person or by the Borrowers or any other Loan Party, arising out of or relating
to, the Loan Documents, the Revolving Commitments, the use or contemplated use of the proceeds of
any Revolving Loans, or the relationship of any Loan Party, the Administrative Agent, the
Collateral Agent, the Lenders and the L/C Issuer under this Agreement or any other Loan Document;
(c) without limiting the foregoing, any and all claims, demands,



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 actions or causes of action,
judgments and orders, penalties and fines that are asserted or imposed against any Indemnitee, (i)
under the application of any Environmental Law applicable to the Borrowers or any of their
respective Subsidiaries or any of their properties or assets, including the treatment or disposal
of Hazardous Substances on any of their properties or assets, (ii) as a result of the breach or
non-compliance by the Borrowers or any of their respective Subsidiaries with any Environmental Law
applicable to the Borrowers or any of their respective Subsidiaries, (iii) due to past ownership by
the Borrowers or any of their respective Subsidiaries of any of their properties or assets or past
activity on any of their properties or assets which, though lawful and fully permissible at the
time, could result in present liability, (iv) due to the presence, use, storage, treatment or
disposal of Hazardous Substances on or under, or the escape, seepage, leakage, spillage, discharge,
emission or Release from, any of the properties owned or operated by the Borrowers or any of their
respective Subsidiaries (including any liability asserted or arising under any Environmental Law),
regardless of whether caused by, or within the control of, the Borrowers or any of their respective
Subsidiaries, or (v) due to any other environmental, health or safety condition in connection with
the Loan Documents; (d) any administrative or investigative proceeding by any Governmental
Authority arising out of or related to a claim, demand, action or cause of action described in
subsection (a), (b) or (c) above; and (e) any and all liabilities (including liabilities under
indemnities), losses, costs, damages or expenses (including Attorney Costs and settlement costs)
that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand,
action, cause of action or proceeding, or as a result of the preparation of any defense in
connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases,
WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF AN INDEMNITEE, and whether or
not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the
foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be
entitled to indemnification for any claim to the extent caused by its own gross negligence or
willful misconduct. The agreements in this Section shall survive and continue for the benefit of
the Indemnitees at all times after the Borrowers’ acceptance of the Lenders’ Revolving Commitments
under this Agreement, whether or not the Restatement Date shall occur and shall survive the
termination of the Revolving Commitments and repayment of all the other Obligations.



     10.06 Payments Set Aside. To the extent that the Borrowers make a payment to the Administrative Agent or any Lender, or
the Administrative Agent or any Lender exercises its right of setoff, and such payment or the
proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.



     10.07 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither
Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the
prior written consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations



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 hereunder except (i) to an Eligible Assignee in accordance with the
provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the
provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.



     (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Revolving
Commitment and the Revolving Loans (including for purposes of this subsection (b), participations
in L/C Obligations) at the time owing to it); provided that:



     except in the case of an assignment of the entire remaining amount of the assigning Lender’s
Revolving Commitment and the Revolving Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans
outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the
outstanding principal balance of the Revolving Loan of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing,
the Borrowers otherwise consent (Borrowers’ consent not to be unreasonably withheld, conditioned or
delayed);




     (i) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the
Revolving Loan or the Revolving Commitment assigned;




     (ii) any assignment of a Revolving Commitment must be approved by the Administrative
Agent and L/C Issuer unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and




     (iii) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Details Form.




Subject to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to



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be a party hereto) but shall continue to be entitled
to the benefits of Sections 3.07, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of this
Section.



     (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Revolving
Commitments of, and principal amounts of the Revolving Loans and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.



     (d) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the
Administrative Agent, sell participations to any Person (other than a natural person or a Borrower
or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Revolving Commitment and/or the Revolving Loans (including such Lender’s participation in L/C
Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, modification or waiver that would (i) postpone any date upon which any payment of
money is scheduled to be paid to such Participant, or (ii) reduce the principal, interest, fees or
other amounts payable to such Participant. Subject to subsection (e) of this Section, the
Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to subsection (b) of this Section; provided said Participant agrees to be subject to Sections 3.08
and 10.15 as though it were a Lender. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 10.09 as though it were a Lender; provided such Participant
agrees to be subject to Section 2.12 as though it were a Lender.



     (e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or
3.04 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are
notified of the participation sold to such Participant and such Participant agrees, for the benefit
of the Borrowers, to comply with Section 3.01 as though it were a Lender.


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     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Revolving Notes, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     (g) If the consent of the Borrowers to an assignment or to an Eligible Assignee is required
hereunder (including a consent to an assignment which does not meet the minimum assignment
threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), the
Borrowers shall be deemed to have given its consent five Business Days after the date notice
thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrowers prior to such fifth Business Day.



     (h) Notwithstanding anything to the contrary contained herein, if at any time Royal Bank
assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Royal
Bank may, upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer. In the
event of any such resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among
the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers
to appoint any such successor shall affect the resignation of Royal Bank as L/C Issuer. Royal Bank
shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund participations in Unreimbursed Amounts pursuant to Section 2.14(c)).



     10.08 Confidentiality. Each Lender agrees that it will not disclose without the prior consent of
the Borrowers (other than to directors, officers, employees, auditors, accountants, counsel or
other professional advisors of the Administrative Agent or any Lender) any information with respect
to the Borrowers or any of their respective Subsidiaries, which is furnished pursuant to this
Agreement; provided that any Lender may
disclose any such information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to or required by any
municipal, state or federal regulatory body having or claiming to have jurisdiction over such
Lender or submitted to or required by the Board or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their successors, (c) as may
be required or appropriate in response to any summons or subpoena in connection with any
litigation, (d) in order to comply with any law, order, regulation or ruling applicable to such
Lender, (e) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of
or Participant in, any of its rights or obligations under this Agreement; provided that such
Eligible Assignee or Participant or prospective Eligible Assignee or Participant executes an
agreement containing provisions substantially similar to those contained in this Section 10.08, (f)
in connection with the exercise of any remedy by such Lender if an Event of Default pertaining to
the Loan Documents has occurred and is continuing, (g) in connection with any litigation involving
such Lender pertaining to the Loan Documents, (h) to any Lender or the Administrative Agent, or (i)
to any Affiliate of any Lender (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such information and obligated to keep such
information confidential).



     10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the
occurrence and during the continuance of any Event of Default, each Lender is authorized at any
time and from time to time, without prior notice to the Borrowers or any other Loan Party, any such
notice being



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waived by the Borrowers (on their own behalf and on behalf of each Loan Party) to the
fullest extent permitted by Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other indebtedness at any time owing
by, such Lender to or for the credit or the account of the respective Loan Parties against any and
all Obligations owing to the Administrative Agent and the Lenders, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall have made demand under
this Agreement or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after
any such set-off and application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.



     10.10 Interest Rate Limitation. Regardless of any provision contained in any Loan Document,
neither the Administrative Agent nor any Lender shall ever be entitled to contract for, charge,
take, reserve, receive, or apply, as interest on all or any part of the Obligations, any amount in
excess of the Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed a
partial prepayment of principal and treated hereunder as such and any remaining excess shall be
refunded to the Borrowers. In determining if the interest paid or payable exceeds the Maximum
Rate, the Borrowers and the Lenders shall, to the maximum extent permitted under applicable Law,
(a) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrowers
agree that such is the case and that provision herein for multiple Borrowings is for convenience
only), (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as
interest, (c) exclude voluntary prepayments and the effects thereof, and (d) amortize, prorate,
allocate, and spread the total amount of interest throughout the entire contemplated term of the
Obligations. However, if the Obligations are paid and performed in full prior to the end of the
full contemplated term thereof, and if the interest received for the actual period of existence
thereof exceeds the Maximum Amount, the Lenders shall refund such excess, and, in such event, the
Lenders shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws
for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum
Amount.



     10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all
prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of
the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.



     10.13 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or



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knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in
full force and effect as long as any Revolving Loan or any other Obligation shall remain unpaid or
unsatisfied.



     10.14 Severability. Any provision of this Agreement and the other Loan Documents to which the
Borrowers are a party that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     10.15 Replacement of Lenders. If (i) any Lender fails or refuses to consent to any requested
amendment or waiver pursuant to Section 10.01, (ii) any Lender requests compensation under Section
3.04, or if the Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) any Lender is
in breach of any of its obligations under this Agreement or (iv) if any other circumstance exists
hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the
Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.07), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that:



     (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 10.07(b)(iii);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Revolving Loans, L/C Advances, L/C Borrowings, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts) such payment being
at par, with no premium or discount;



     (c) in the case of any such assignment resulting from a claim for compensation under Section
3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to
require such assignment and delegation cease to apply.



     10.16 Governing Law.



     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER UNITED STATES FEDERAL LAW.


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     (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY,
AGREES TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE
COURTS FROM ANY THEREOF, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERS, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. THE BORROWERS, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER (1) IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO,
AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE BORROWERS, EACH
GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.



     10.17 Waiver of Right to Trial by Jury, Etc. EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY (a)
EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY,
AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THIS AGREEMENT AND EACH
GUARANTOR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES; PROVIDED THAT THE WAIVER CONTAINED IN THIS SECTION 10.17(b) SHALL NOT
APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.



     10.18 No General Partner’s Liability. The Administrative Agent and the Lenders agree for
themselves and their respective successors and assigns, including any subsequent holder of any
Revolving Note, that no claim under this Agreement or under any other Loan Document shall be made
against the General Partner, and that no judgment, order or execution entered in any suit, action
or proceeding,



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whether legal or equitable, hereunder, or on any other Loan Document shall be
obtained or enforced, against the General Partner or its assets for the purpose of obtaining
satisfaction and payment of amounts owed under this Agreement or any other Loan Document. Nothing
in this Section 10.18, however, shall be construed so as to prevent the Administrative Agent, any
Lender or any other holder of any Revolving Note from commencing any action, suit or proceeding
with respect to or causing legal papers to be served upon the General Partner for the sole purpose
of obtaining jurisdiction over the MLP.



     10.19 Termination of Revolving Commitments Under Original Credit Agreement. As of the Restatement
Date, the Revolving Commitments under the Original Credit Agreement are terminated and the
Administrative Agent and the Lenders hereby waive any right to receive prior notice of such
termination. Each Lender agrees upon the Restatement Date to return to Bluestem with reasonable
promptness all “Notes” as defined under the Original Credit Agreement which were delivered by
Bluestem in exchange for new Notes to be issued pursuant to this Agreement.



     10.20 No Novation, Etc.. To the extent of the Aggregate Commitment outstanding under the
Original Credit Agreement ($75,000,000), nothing contained herein shall be deemed a novation of or
a repayment or new advance of any obligation of Bluestem thereunder. Only to the extent of an
increase in the Aggregate Commitment over that amount shall there be deemed to be a new advance by
the Lenders to the Borrowers under this Agreement. The Indebtedness owing under the Original
Credit Agreement is renewed, rearranged, extended and carried forward by this Agreement and all of
the liens and security interests securing the
“Obligations” as defined in the Original Credit Agreement are carried forward and secure,
without interruption or loss or priority, the Obligations under this Agreement.



     10.21 Joint and Several Liability. (a) Each of the Borrowers acknowledges and agrees that it
is the intent of the parties that each such Borrower be primarily liable for the Obligations as a
joint and several obligor. It is the intention of the parties that with respect to liability of any
Borrower hereunder arising solely by reason of its being jointly and severally liable for Credit
Extensions, the obligations of such Borrower shall be absolute, unconditional and irrevocable
irrespective of:




     (i) any lack of validity, legality or enforceability of this Agreement, any
Revolving Note, or any other Loan Document as to any Borrower, as the case may be;




     (ii) the failure of the Administrative Agent, Collateral Agent or any Lender or
any holder of any Revolving Note;




          (a) to enforce any right or remedy against any Borrower, as the case may be, or
any other Person (including any Guarantor) under the provisions of this Agreement,
such Revolving Note, any other Loan Document or otherwise; or




          (b) to exercise any right or remedy against any Guarantor of, or Collateral
securing, the Obligations;




     (iii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other extension, compromise or
renewal of any Obligations;




     (iv) any reduction, limitation, impairment or termination of any Obligations
with respect to any Borrower, as the case may be, for any reason, including any
claim of



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waiver, release, surrender, alteration or compromise, and shall not be
subject to (and each of the Borrowers hereby waives any right to or claim of) any
defense (other than the defense of payment in full of the Obligations) or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise, unenforceability of, or any
other event or occurrence affecting, any Obligations with respect to any Borrower,
as the case may be;




     (v) any addition, exchange, release, surrender or nonperfection of any
Collateral, or any amendment to or waiver or release or addition of, or consent to
departure from, any Guaranty, held by any Lender or any holder of the Revolving
Notes or any security interest or Lien securing any of the Obligations; or




     (vi) any other circumstance which might otherwise constitute a defense (other
than the defense of payment in full of the Obligations) available to, or a legal or
equitable discharge of, any Borrower, as the case may be, or any Guarantor.




     (b) Each of the Borrowers agrees that its joint and several liability hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time any payment
(in whole or in part) of any of the Obligations is rescinded or must be restored by any
Lender or any holder
of any Revolving Note, upon the insolvency, bankruptcy or reorganization of any
Borrower, as the case may be, as though such payment had not been made;




     (c) Each of the Borrowers hereby expressly waives: (i) notice of the Lenders’
acceptance of this Agreement; (ii) notice of the existence or creation or non-payment of all
or any of the Obligations other than notices expressly provided for in this Agreement; (iii)
presentment, demand, notice of dishonor, protest, and all other notices whatsoever other
than notices expressly provided for in this Agreement; (iv) any claim or defense based on an
election of remedies; and (v) all diligence in collection or protection of or realization
upon the Obligations or any part thereof, any obligation hereunder, or any security for or
guaranty of any of the foregoing.




     (d) No delay on any of the Administrative Agent’s, Collateral Agent’s or any Secured
Party’s part in the exercise of any right or remedy shall operate as a waiver thereof, and
no single or partial exercise by any of the foregoing of any right or remedy shall preclude
other or further exercise thereof or the exercise of any other right or remedy. No action of
any of the Administrative Agent, Collateral Agent or Secured Parties permitted hereunder
shall in any way affect or impair any such party’s rights or any Obligations under this
Agreement.




     (e) Each of the Borrowers hereby represents and warrants to each of the Administrative
Agent and Lenders that it now has and will continue to have independent means of obtaining
information concerning the other Borrower’s affairs, financial condition and business.
Neither the Administrative Agent nor any Lender shall have any duty or responsibility to
provide any Borrower with any credit or other information concerning such other Borrower’s
affairs, financial condition or business which may come into the Administrative Agent’s or
Lender’s possession.




     (f) Each of the Borrowers represents and warrants (i) that the business operations of
the Borrowers are interrelated and that the business operations of the Borrowers complement
one another, and such entities have a common business purpose, and (ii) that, to permit
their



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uninterrupted and continuous operations, such entities now require and will from time
to time hereafter require funds and credit accommodations for general business purposes and
(iii) that the proceeds of Credit Extensions hereunder will directly or indirectly benefit
the Borrowers hereunder, severally and jointly, regardless of which Borrower receives part
or all of the proceeds of such Credit Extension.




     (g) Notwithstanding anything to the contrary contained herein, it is the intention of
the Borrowers, the Administrative Agent and the Lenders that the amount of the respective
Borrower’s obligations hereunder shall be in, but not in excess of, the maximum amount
thereof not subject to avoidance or recovery by operation of any applicable Debtor Relief
Law. To that end, but only in the event and to the extent that the Borrowers’ respective
obligations hereunder or any payment made pursuant thereto would, but for the operation of
the foregoing proviso, be subject to avoidance or recovery under any applicable Debtor
Relief Law, the amount of the Borrowers’ respective obligations hereunder shall be limited
to the largest amount which, after giving effect thereto, would not, under applicable Debtor
Relief Laws, render the Borrower’s respective obligations hereunder unenforceable or
avoidable or subject to recovery under applicable Debtor Relief Laws. To the extent any
payment actually made hereunder exceeds the limitation contained in this Section 10.21(g),
then the amount of such excess shall, from and after the time of payment by the Borrowers
(or any of them), be reimbursed by the Lenders upon demand by such Borrowers. The foregoing
proviso is intended solely to preserve the rights of the
Administrative Agent and the Lenders hereunder against the Borrowers to the maximum
extent permitted by applicable Debtor Relief Laws and neither any Borrower nor any Guarantor
nor any other Person shall have any right or claim under this Section 10.21(g) that would
not otherwise be available under applicable Debtor Relief Laws.



     10.22 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.



[Remainder of this page intentionally left blank. Signature page follows.]




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92









 








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	QUEST MIDSTREAM PARTNERS, L.P.,	 	 
	 	 	a Delaware limited partnership, as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	QUEST MIDSTREAM GP, LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Michael A. Forbau 
Michael A. Forbau	 	 
	 

	 	 	 	 	 	Vice President-Commercial	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BLUESTEM PIPELINE, LLC,	 	 
	 	 	a Delaware limited liability company, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	QUEST MIDSTREAM PARTNERS, L.P.	 	 
	 	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	QUEST MIDSTREAM GP, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael A. Forbau 

Michael
A. Forbau
	 	 
	 

	 	 	 	 	 	Vice President-Commercial	 	 






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Credit Agreement




Signature Page 1









 






	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/
Gail Watkin	 
	 	 	Gail Watkin	 
	 	 	Manager, Agency	 



Bluestem

Credit Agreement




Signature Page 2









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Lender

and L/C Issuer

 	 
	 	By:  	/s/
Jason York 
 	 
	 	 	Jason York 	 
	 	 	Authorized Signatory 	 



Bluestem

Credit Agreement




Signature Page 3









 






	 	 	 	 	 



SCHEDULE 2.01




REVOLVING COMMITMENTS




	 	 	 	 	 
	Lender	 	Revolving Commitment
	Royal Bank of Canada
	 	$	135,000,000	 
	 
	 	 	 	 
	TOTAL:
	 	$	135,000,000	 






Bluestem

Credit Agreement




Schedule 2.01









 






SECTION 5.06




LITIGATION




It was disclosed to the Borrowers in the Enbridge PSA that:





	 	1.	 	Quest Kansas Pipeline, L.L.C., Quest Kansas General Partner, L.L.C. and Quest Pipelines
(KPC) are parties to lawsuit filed by Dennis M. Langley with the United States District
Court for the District of Kansas on November 3, 2004 against Enbridge Energy Partners, L.P.
and numerous other third parties; and
	 
	 	2.	 	Missouri Public Service Commission’s challenge to the prudence of Missouri Gas Energy
(MGE) entering into a contract with Enbridge Pipelines (KPC) (n/k/a Quest Pipelines (KPC)).
In the Matter of Missouri Gas Energy’s Purchased Gas Adjustment Factors Reviewed and/or
Tariff Revisions to be reviewed in its:






	 	(a)	 	2004-2005 Annual Cost Adjustment—Case No. GR-2005-0169
	 
	 	(b)	 	2003-2004 Annual Cost Adjustment—Case No. GR-2005-0104
	 
	 	(c)	 	2002-2003 Annual Cost Adjustment—Case No. GR-2003-0330
	 
	 	(d)	 	2001-2002 Annual Cost Adjustment—Case No. GR-2002-0348
	 
	 	(e)	 	2000-2001 Annual Cost Adjustment—Case No. GR-2001-0382
	 
	 	(f)	 	1999-2000 Annual Cost Adjustment—Case No. GR-2001-0425
	 
	 	(g)	 	1998-1999 Annual Cost Adjustment—Case No. GR-99-0304
	 
	 	(h)	 	1997-1998 Annual Cost Adjustment—Case No. GR-98-0304
	 
	 	(i)	 	1996-1997 Annual Cost Adjustment—Case No. GR-96-0450





Bluestem

Credit Agreement



Schedule 7.01











 





SECTION 7.01




EXISTING LIENS




NONE.






Bluestem

Credit Agreement


Schedule 7.01





 









 








SCHEDULE 7.04




INDEBTEDNESS




NONE






Bluestem

Credit Agreement


Schedule 7.04




 









 





SCHEDULE 10.02




ADDRESSES FOR NOTICES TO BORROWER,

GUARANTORS AND ADMINISTRATIVE AGENT




ADDRESS FOR NOTICES TO BORROWER

prior to November 9, 2007

QUEST MIDSTREAM PARTNERS, L.P.

BLUESTEM PIPELINE, LLC.

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 73120

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESS FOR NOTICES TO GUARANTORS

prior to November 9, 2007

[Name of Guarantor]

c/o Quest Midstream Partners, L.P.

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 73120

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESS FOR BORROWER AND GUARANTORS

after November 9, 2007 will be

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102




ADDRESSES FOR ROYAL BANK OF CANADA




Royal Bank of Canada’s Lending Office:

Royal Bank of Canada

New York Branch

One Liberty Plaza, 3rd Floor

New York, New York 10006-1404

Attention: Manager, Loans Administration

Telephone: (212) 428-6332

Facsimile: (212) 428-2372




For matters related to letters of credit:

Attention: Manager, Trade Products

Telephone: (212) 428-6235

Facsimile: (212) 428-3015




in each case with a copy to:




Bluestem

Credit Agreement



Schedule 10.02 Page 2






 









 





Royal Bank of Canada

2800 Post Oak Boulevard

3900 Williams Tower

Houston, Texas 77056

Attention: Jason York

Telephone: (713) 403-5679

Facsimile: (713) 403-5624

Electronic Mail: Jason.York@rbccm.com




Administrative Agent’s Office:

Royal Bank of Canada

Agency Services Group

Royal Bank Plaza

P. O. Box 50, 200 Bay Street

12th Floor, South Tower

Toronto, Ontario M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023




Wiring Instructions:

JPMorgan Chase Bank, New York, New York

ABA 021-000021

For account Royal Bank of Canada, New York

Swift Code: ROYCUS3X

A/C 920-1033363

For further credit to A/C 293-746-4, Transit 1269

Ref: Bluestem Pipeline

Attn: Agency Services




Bluestem

Credit Agreement




Schedule 10.2 Page 2





 









 








EXHIBIT A-1




FORM OF BORROWING NOTICE




Date:                     , _____



To: Royal Bank of Canada, as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
1, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;” the terms defined therein being used herein as therein defined), among Quest
Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), Bluestem Pipeline, LLC, a
Delaware limited liability company (“Bluestem”, collectively the MLP and Bluestem called the
“Borrowers”), Royal Bank of Canada, as Administrative Agent, and the Lenders from time to time
party thereto.



     The undersigned hereby requests:




	I.	 	FACILITY






	 	1.	 	Status Information for the Facility






	 	(a)	 	Amount of Facility: $135,000,000
	 
	 	(b)	 	Revolving Loans outstanding prior to the
Borrowing requested herein: $                    
	 
	 	(c)	 	Letters of Credit outstanding prior to the
Borrowing requested herein: $                    
	 
	 	(d)	 	Principal amount of Revolving Loans available
to be borrowed (1(a) minus the sum of 1(b) and 1(c)): $                    






	 	2.	 	Amount of Borrowing: $                    
	 
	 	3.	 	Requested date of Borrowing:                     , 200_.
	 
	 	4.	 	Requested Type of Loan and applicable Dollar amount:






	 	(a)	 	Base Rate Loan for $                    
	 
	 	(b)	 	Eurodollar Rate Loan with Interest Period of:





	 	 	 	 	 	 	 
	 

	 	(i)
	 	one month for
	 	$                    
	 

	 	(ii)
	 	two months for
	 	$                    
	 

	 	(iii)
	 	three months for
	 	$                    
	 

	 	(iv)
	 	six months for
	 	$                    






Exhibit A-1 Page 1

Form of Borrowing Notice




 









 






	 	5.	 	Purpose of Revolving Loan:





	 	 	 	 	 
	 

	 	___
	 	To refinance (but not repay) the Indebtedness outstanding under the Original Credit Agreement
	 
	 	 	 	 
	 

	 	___
	 	To finance the Enbridge Acquisition and pay related fees and expenses
	 
	 	 	 	 
	 

	 	___
	 	To finance Permitted Acquisitions
	 
	 	 	 	 
	 

	 	___
	 	To finance general partnership purposes of the
MLP and its Subsidiaries and finance general company purposes of
Bluestem and its Subsidiaries
	 
	 	 	 	 
	 

	 	___
	 	To finance Capital Expenditures
	 
	 	 	 	 
	 

	 	___
	 	To fund working capital in the amount of
$                    
	 
	 	 	 	 
	 

	 	___
	 	To fund Quarterly MLP Distributions
(Section 6.12(vii) of the Agreement) in the amount of $                    
	 
	 	 	 	 
	 

	 	___
	 	To pay fees, costs and expenses owed pursuant to the Agreement






     The undersigned hereby certifies that the following statements will be true on the date of the
proposed Borrowing(s) after giving effect thereto and to the application of the proceeds therefrom:



          (a) the representations and warranties of the Borrowers contained in Article V of the
Agreement are true and correct in all material respects as though made on and as of such date
(except such representations and warranties which expressly refer to an earlier date, which are
true and correct in all material respects as of such earlier date);




          (b) no Default or Event of Default has occurred and is continuing, or would result from such
proposed Borrowing(s); and




          (c) if the Borrowing is to finance a Permitted Acquisition, audited financial statements or if
audited financial statements are unavailable, historical financial statements pertaining to the
Person or business proposed to be acquired with the proceeds of such Borrowing, if required
pursuant to Section 4.03 of the Agreement, have been delivered to the Administrative Agent and the
Lenders at least five Business Days prior to the date hereof.




Exhibit A-1 Page 2

Form of Borrowing Notice




 









 





     The Borrowing requested herein complies with Sections 2.01 and 2.03 of the Agreement, as
applicable.



	 	 	 	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,

a Delaware limited liability company, as Borrower	 	 	 	QUEST MIDSTREAM PARTNERS, L.P.,

a Delaware limited partnership, as Borrower
	 
	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,

its Sole Member
	 	 	 	By
	 	QUEST MIDSTREAM GP, LLC, its

General Partner
	 
	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its

General Partner
	 	 	 	 	 	By:

Name:
	 

	 	 	 	 	 	 	 	Title
	 

	 	By:	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






Exhibit A-1 Page 3

Form of Borrowing Notice




 









 





EXHIBIT A-2




FORM OF CONVERSION/CONTINUATION NOTICE




Date:                     , ____



TO: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
1, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;” the terms defined therein being used herein as therein defined), among Quest
Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), Bluestem Pipeline, LLC, a
Delaware limited liability company (“Bluestem”, collectively the MLP and Bluestem called the
“Borrowers”), Royal Bank of Canada, as Administrative Agent, and the Lenders from time to time
party thereto.



     The undersigned hereby requests:




	I.	 	FACILITY





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	Amount of [conversion] [continuation]:	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	2.	 	 	Existing rate:	 	Check applicable blank
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(a)	 	Base Rate	 	                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(b)	 	Eurodollar Rate Loan with

Interest Period of:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(i)
	 	one month
	 	                    
	 

	 	 	 	 	 	 	 	(ii)
	 	two months
	 	                    
	 

	 	 	 	 	 	 	 	(iii)
	 	three months
	 	                    
	 

	 	 	 	 	 	 	 	(iv)
	 	six months
	 	                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	If a Eurodollar Rate Loan, date of the last day of the Interest
Period for such Loan:                     , 200_.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Revolving Loan described above is to be [converted] [continued] as follows:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	Requested date of [conversion] [continuation]:                     , 200_.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.	 	 	Requested Type of Loan and applicable Dollar amount:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(a)	 	Base Rate Loan for $                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(b)	 	Eurodollar Rate Loan with Interest Period of:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(i)
	 	one month for
	 	$                    
	 

	 	 	 	 	 	 	 	(ii)
	 	two months for
	 	$                    






Exhibit A-2 Page 1

Form of Conversion/Continuation Notice




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	three months for
	 	$                    
	 

	 	 	 	 	 	(iv)
	 	six months for
	 	$                    






     The [conversion] [continuation] requested herein complies with Sections 2.01 and 2.03 of the
Agreement, as applicable.



	 	 	 	 	 	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,

a Delaware limited liability company, as Borrower	 	 	 	QUEST MIDSTREAM PARTNERS, L.P.,

a Delaware limited partnership, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,

its Sole Member
	 	 	 	By
	 	QUEST MIDSTREAM GP, LLC, its

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its

General Partner
	 	 	 	 	 	By:

Name:	 	 
	 

	 	 	 	 	 	 	 	Title	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 






Exhibit A-2 Page 2

Form of Conversion/Continuation Notice





 









 








EXHIBIT A-3




FORM OF REPAYMENT NOTICE




Date:                     , _____




To: Royal Bank of Canada, as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
1, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;” the terms defined therein being used herein as therein defined), among Quest
Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), Bluestem Pipeline, LLC, a
Delaware limited liability company (“Bluestem”, collectively the MLP and Bluestem called the
“Borrowers”), Royal Bank of Canada, as Administrative Agent, and the Lenders from time to time
party thereto.



     The undersigned hereby is repaying the Facility as follows:




	I.	 	FACILITY






	 	1.	 	Revolving Loans outstanding prior to the repayment referred to
herein: $                    
	 
	 	2.	 	Amount of repayment: $                    
	 
	 	3.	 	Date of repayment:                     , 200_.
	 
	 	4.	 	Type of Loan and amount to which repayment applies:






	 	(a)	 	Base Rate Loan for $                    
	 
	 	(b)	 	Eurodollar Rate Loan with Interest Period of:





	 	 	 	 	 	 	 
	 

	 	(i)
	 	one month
	 	$                    
	 

	 	(ii)
	 	two months
	 	$                    
	 

	 	(iii)
	 	three months
	 	$                    
	 

	 	(iv)
	 	six months
	 	$                    







	 	5.	 	Purpose of Revolving Loan being repaid:





	 	 	 	 	 
	 

	 	___
	 	To refinance (but not repay) the Indebtedness outstanding under the Original Credit Agreement
	 
	 	 	 	 
	 

	 	___
	 	To finance the Enbridge Acquisition and pay related fees and expenses
	 
	 	 	 	 
	 

	 	___
	 	To finance Permitted Acquisitions
	 
	 	 	 	 
	 

	 	___
	 	To finance general partnership purposes of the MLP and its Subsidiaries and finance general company purposes of
Bluestem and its Subsidiaries






Exhibit A-3 Page 1

Form of Repayment Notice




 









 





	 	 	 	 	 
	 

	 	___
	 	To finance Capital Expenditures
	 
	 	 	 	 
	 

	 	___
	 	To fund working capital in the amount of $                    
	 
	 	 	 	 
	 

	 	___
	 	To fund Quarterly MLP Distributions (Section 6.12(vii) of the Agreement) in the amount of $                    
	 
	 	 	 	 
	 

	 	___
	 	To pay fees, costs and expenses owed pursuant to the Agreement






     The repayment referred to herein complies with Section 2.04 of the Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,

a Delaware limited liability company, as Borrower	 	 	 	QUEST MIDSTREAM PARTNERS, L.P.,

a Delaware limited partnership, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,

its Sole Member
	 	 	 	By
	 	QUEST MIDSTREAM GP, LLC, its

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its

General Partner
	 	 	 	 	 	By:

Name:	 	 
	 
	 

	 	By:
	 	 	 	 	 	Title	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 






Exhibit A-3 Page 2

Form of Repayment Notice





 











 





EXHIBIT B




FORM OF REVOLVING NOTE




			
	 	 	 
	$                                        
	 	November 1, 2007






     FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promises to pay to the order of
                                         (the “Lender”), on the Maturity Date (as defined in the Credit Agreement
referred to below) the principal amount of                      Dollars ($                    ), or such lesser
principal amount of Revolving Loans made by Lender under the Facility (both as defined in such
Credit Agreement) due and payable by the Borrowers to the Lender on the Maturity Date under that
certain Amended and Restated Credit Agreement, dated as of even date herewith (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined), among, Quest Midstream
Partners, L.P., a Delaware limited partnership, Bluestem Pipeline, LLC, a Delaware limited
liability company, the Lenders from time to time party thereto, and Royal Bank of Canada, as
Administrative Agent.



     The Borrowers promise to pay interest on the unpaid principal amount of each Revolving Loan
from the date of such Revolving Loan until such principal amount is paid in full, at such interest
rates, and at such times as are specified in the Credit Agreement. All payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds to the account designated by the Administrative Agent in the Credit
Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.



     This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is
entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in
part as provided therein. This Revolving Note is also entitled to the benefits of each Guaranty.
Upon the occurrence and continuation of one or more of the Events of Default specified in the
Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be
declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving
Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. The Lender may also attach schedules to this
Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and
payments with respect thereto.



     This Revolving Note is a Loan Document and is subject to Section 10.10 of the Credit
Agreement, which is incorporated herein by reference the same as if set forth herein verbatim.



     The Borrowers, for themselves, their successors and assigns, hereby waive diligence,
presentment, protest and demand and notice of protest, notice of intent to accelerate, notice of
acceleration, demand, dishonor and non-payment of this Revolving Note.



Exhibit B Page 1

Form of Revolver Note




 









 







     THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



	 	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,	 	QUEST MIDSTREAM PARTNERS, L.P.,
	a Delaware limited liability company, as Borrower	 	a Delaware limited partnership, as Borrower
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,
	 	By
	 	QUEST MIDSTREAM GP, LLC, its
	 

	 	its Sole Member
	 	 	 	General Partner
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its
	 	 	 	By:
	 

	 	General Partner
	 	 	 	Name:
	 
	 

	 	By:
	 	 	 	Title
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Exhibit B Page 2

Form of Revolver Note




 









 








EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE

(Pursuant to Section 6.02 of the Agreement)




Financial Statement Date:                     , ____




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
1, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;” the terms defined therein being used herein as therein defined), among Quest
Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), Bluestem Pipeline, LLC, a
Delaware limited liability company (“Bluestem”, collectively the MLP and Bluestem called the
“Borrowers”), the Lenders from time to time party thereto, and Royal Bank of Canada, as
Administrative Agent. Capitalized terms used herein but not defined herein shall have the meaning
set forth in the Agreement.



     The undersigned Responsible Officers hereby certify as of the date hereof that they are the
                                         of the General Partner of the MLP and the                      of
Bluestem, and that, as such, they are authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the MLP and Bluestem, and that:



     [Use the following for fiscal year-end financial statements]



     Attached hereto as Schedule 1 are the year-end audited consolidated financial statements of
the MLP and its Subsidiaries required by Section 6.01(a) of the Agreement for the fiscal year of
the MLP ended as of the above date, together with the report and opinion of an independent
certified public accountant required by such section; and



     [Use the following for fiscal quarter-end financial statements]



     Attached hereto as Schedule 1 are, the unaudited consolidated financial statements of the MLP
and its Subsidiaries required by Section 6.01(b) of the Agreement for the fiscal quarter of the MLP
ended as of the above date and the portion of the MLP’s fiscal year then ended, together with a
certificate of a Responsible Officer of the MLP stating that such financial statements fairly
present the financial condition, results of operations and cash flows of the MLP and its
Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal
year-end audit adjustments and the absence of footnotes.



     [Use the following for both fiscal year-end and quarter-end financial statements]



     1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by the
attached financial statements.



     2. A review of the activities of the MLP and Bluestem during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether during such fiscal



Exhibit C Page 1

Form of Compliance Certificate




 









 







period the MLP and Bluestem performed and observed all their respective Obligations under the Loan
Documents, and no Default or Event of Default has occurred and is continuing except as follows
(list of each such Default or Event of Default and include the information required by Section 6.03
of the Credit Agreement):




     3. The covenant analyses and information set forth on Schedule 2 attached hereto are true and
accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF, the undersigned have executed this Certificate as of                     ,
                    .



	 	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,	 	QUEST MIDSTREAM PARTNERS, L.P.,
	a Delaware limited liability company, as Borrower	 	a Delaware limited partnership, as Borrower
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,
	 	By
	 	QUEST MIDSTREAM GP, LLC, its
	 

	 	its Sole Member
	 	 	 	General Partner
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its
	 	 	 	By:
	 

	 	General Partner
	 	 	 	Name:
	 
	 

	 	By:
	 	 	 	Title
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Exhibit C Page 2

Form of Compliance Certificate




 









 







For the Quarter/Year ended

                     (“Statement Date”)

SCHEDULE 2




to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 
	I. Section 7.15(a) - Interest Coverage Ratio.	 	 	 	 
	A.	 	Adjusted Consolidated EBITDA for four consecutive fiscal quarters ending on the Statement Date (“Subject
Period”) (see Credit Agreement definition of “Consolidated EBITDA” and “Adjusted Consolidated EBITDA”):	 	 	 	 
	 	 	1.	 	Consolidated EBITDA for Subject Period (prior to pro forma adjustments
for Permitted Acquisitions pursuant to Section 7.15(d)):
	 	$	                    	 
	 	 	2.	 	Pro forma adjustments to EBITDA for Permitted Acquisitions during the
Subject Period (Section 7.15(d)), giving effect to such Permitted
Acquisitions on a pro forma basis for the Subject Period as if such
Permitted Acquisitions occurred on the first day of the Subject
Period:
	 	$	                    	 
	 	 	3.	 	Consolidated EBITDA including pro forma adjustments for Permitted
Acquisitions (Lines I.A.1 +I.A.2):
	 	$	                    	 
	 	 	4.	 	Distribution Equivalent Amount for Subject Period
	 	$	                    	 
	 	 	5.	 	Adjusted Consolidated EBITDA (Lines I.A.3 + I.A.4)
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	B.	 	 	 	Consolidated Interest Charges for the Subject Period
	 	 	 	 
	 	 	1.	 	Consolidated Interest Charges for the four consecutive fiscal quarters
ending on the Statement Date:
	 	$	                    	 
	 	 	2.	 	Pro forma adjustment for Consolidated Interest Charges during the four
consecutive fiscal quarters ending on the Statement Date (Section
7.15(d)):
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	Consolidated Interest Charges including pro forma adjustments for
Permitted Acquisitions (Lines I.B.1 + I.B.2):
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	C.	 	 	 	Interest Coverage Ratio
	 	 	 	 
	 	 	1.	 	Adjusted Consolidated EBITDA adjusted for Permitted Acquisitions (Line
I.A.5):
	 	$	                    	 
	 	 	2.	 	Consolidated Interest Charges adjusted for Permitted Acquisitions
(Line I.B.3):
	 	$	                    	 
	 	 	3.	 	Imputed interest charges on Synethetic Lease Obligations of the MLP
and its Subsidiaries for the Subject Period:
	 	$	                    	 
	 	 	4.	 	Interest Coverage Ratio: (Line I.C.1) divided by (Lines I.C.2 + I.C.3):
	 	_______ to 1.0
	 	 	 	 	Minimum required: 2.50 to 1.00 for any fiscal quarter-end prior to the
earlier of (i) the completion of an MLP Equity Offering and (ii)
September 30, 2008, increasing to 2.75 to 1.00 for each fiscal
quarter-end thereafter occurring after the first to occur of (y)
September 30, 2008 and (z) the first fiscal quarter-end following the
completion of an MLP Equity Offering.
	 	Yes/No






Exhibit C Page 3

Form of Compliance Certificate




 









 







	 	 	 	 	 	 	 	 	 
	II. Section 7.15(b) – Total Leverage Ratio.	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	A.	 	Cash Adjusted Consolidated Funded Debt	 	 	 	 
	 	 	1.	 	Consolidated Funded Debt on Statement Date (borrowed money
Indebtedness, letter of credit reimbursement obligations, Capital
Leases, Synethetic Leases, Guaranty Obligations)
	 	$	                    	 
	 	 	2.	 	Cash of MLP and its Subsidiaries deposited with Administrative Agent
(or another approved financial institution) subject to control
agreement or otherwise pledged
	 	$	                    	 
	 	 	3.	 	Line II.A.1 minus II.A.2
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	B.	 	Adjusted Consolidated EBITDA	 	 	 	 
	 	 	1.	 	Adjusted Consolidated EBITDA (including pro forma adjustments for
Permitted Acquisitions) (Line I.A.5 above)
	 	$	                    	 
	 	 	2.	 	Total Leverage Ratio: (Line II.A.3) divided by (Line II.B.1):
	 	________ to 1.0
	 	 	3.	 	Is the Total Leverage Ratio less than 5.00 to 1.0 decreasing to 4.50
to 1.00 for each fiscal quarter-end thereafter occurring after the
first to occur of (y) September 30, 2008 and (z) the first fiscal
quarter-end following the completion of an MLP Equity Offering; unless
such quarter-end occurs during any Acquisition Adjustment Period, in
which case the Total Leverage Ratio cannot be greater than 5.00 to
1.00; provided, if a Senior Debt Offering occurred after September 30,
2008, the Total Leverage Ratio as of any fiscal quarter-end cannot be
greater than 5.00 to 1.00 unless if a Senior Debt Offering occurred
after September 30, 2008 and such quarter-end occurs during any
Acquisition Adjustment Period, in which case the Total Leverage Ratio
cannot be greater than 5.50 to 1.00.
	 	Yes/No
	 	 	 	 	 
	 	 	 	 
	III. Section 7.15(c) – Senior Leverage Ratio (only applicable if Senior Debt Offering occurred after 9/30/08).	 	 	 	 
	 
	A.	 	Cash Adjusted Consolidated Senior Debt	 	 	 	 
	 	 	1.	 	Amount of Outstanding Obligations
	 	$	                    	 
	 	 	2.	 	Amount of all other secured Indebtedness
	 	$	                    	 
	 	 	3.	 	Outstanding amount of Obligations under Lender Hedging Agreements
	 	$	                    	 
	 	 	4.	 	Sum of Lines III.A.1 + III.A.2 + III.A.3
	 	$	                    	 
	 	 	5.	 	Cash of MLP and its Subsidiaries deposited with Administrative Agent
(or another approved financial institution) subject to control
agreement or otherwise pledged
	 	$	                    	 
	 	 	6.	 	Line III.A.4 minus III.A.5
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	B.	 	Adjusted Consolidated EBITDA	 	 	 	 
	 	 	1.	 	Adjusted Consolidated EBITDA (including pro forma adjustments for
Permitted Acquisitions) (Line I.A.5 above)
	 	$	                    	 
	 	 	2.	 	Senior Leverage Ratio: (Line III.A.6) divided by (Line III.B.1):
	 	______ to 1.0
	 	 	3.	 	Is the Senior Leverage Ratio less than 4.0 to 1.0?
	 	Yes/No
	 	 	4.	 	Is an Acquisition Adjustment Period in effect on Statement Date?
	 	Yes/No
	 	 	5.	 	If answer to Line III.B.4 is Yes, is the Senior Leverage Ratio less
than 4.5 to 1.0?
	 	Yes/No






Exhibit C Page 4

Form of Compliance Certificate




 









 








EXHIBIT D




FORM OF ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Amended and Restated Credit Agreement identified below
(as may be amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as
if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 
	 	 	 	 
	2.

	 	Assignee:	 	 
	 
	 	 	 	 
	 

	 	 
	 	[and is an Affiliate/Approved Fund of [identify Lender]

	 
	3.

	 	Borrower(s):
	 	Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Royal Bank of Canada, as the administrative agent under
the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The $135,000,000 Amended and Restated Credit Agreement dated
as of October ___, 2007 among Bluestem Pipeline, LLC, Quest Midstream Partners, L.P.,
the Lenders parties thereto, and Royal Bank of Canada, as Administrative Agent.






Exhibit D Page 1

Form of Assignment and Assumption




 









 







	 	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Revolving	 	Revolving	 	Percentage Assigned of
	 	 	Commitment/Loans for	 	Commitment/Loans	 	Revolving
	 	 	all Lenders*	 	Assigned*	 	Commitment/Loans
	Revolving Loans:
	 	$	 	 	 	$	 	 	 	 	%	 
	Total:
	 	$	 	 	 	$	 	 	 	 	%	 






[7. Trade Date:                      ]



Effective
Date:                      ___, 20___[ TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	*	 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made
between the Trade Date and the Effective Date.





	 	 	 	 	 	 	 	 	 
	Consented to and Accepted:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NAME OF ADMINISTRATIVE AGENT], as 

Administrative Agent	 	 	 	[NAME OF L/C ISSUER], as

L/C Issuer
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:	 	 	 	Title	 	 






Exhibit D Page 2

Form of Assignment and Assumption




 









 





	 	 	 	 	 	 	 
	[Consented to:]	 	 	 	 
	 
	 	 	 	 	 	 
	BLUESTEM PIPELINE, LLC,	 	QUEST MIDSTREAM PARTNERS, L.P.,
	a Delaware limited liability company, as Borrower	 	a Delaware limited partnership, as Borrower
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM PARTNERS, L.P.,
	 	By
	 	QUEST MIDSTREAM GP, LLC, its
	 

	 	its Sole Member
	 	 	 	General Partner
	 
	 	 	 	 	 	 
	By

	 	QUEST MIDSTREAM GP, LLC, its
	 	 	 	By:
	 

	 	General Partner
	 	 	 	Name:
	 
	 

	 	By:
	 	 	 	Title
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Exhibit D Page 3

Form of Assignment and Assumption




 









 





ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



          1.1 Assignor. The Assignor: (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee: (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


     3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and



Exhibit D Page 4


Form of Assignment and Assumption





 









 







Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.




Exhibit D Page 5

Form of Assignment and Assumption