exv10w3






Exhibit 10.3




EXECUTION




FIRST AMENDMENT TO

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to
as this “Amendment”) is executed as of August 1, 2011, by POSTROCK ENERGY SERVICES CORPORATION, a
Delaware corporation (“PESC”), for itself and as successor by merger to Quest Transmission Company,
LLC, a Delaware limited liability company (“QTC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a
Delaware limited liability company (“MidContinent”), and STP NEWCO, INC., an Oklahoma
corporation(“STP”; STP, MidContinent and PESC, individually a “Debtor” and collectively the
"Debtors”), each of whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in
favor of ROYAL BANK OF CANADA as Collateral Agent (hereafter defined) for the benefit of the
Beneficiaries (as defined in the Security Agreement referred to below) (the Collateral Agent, in
such capacity, the “Secured Party”) whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street,
12th Floor, South Tower, Toronto, Ontario M5J 2W7.



RECITALS




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement, dated as of
September 21, 2010 (the “Credit Agreement”, among PESC and MidContinent, as borrowers
(collectively, the “Borrowers”), the various financial institutions that are, or may from time to
time become, parties thereto (individually an “Lender” and collectively the “Lenders”) and Royal
Bank of Canada, as administrative agent (in such capacity, the “Administrative Agent”), and
collateral agent (in such capacity, the “Collateral Agent”), the Lenders agreed to make Revolving
Loans (as defined in the Credit Agreement) for the account of the Borrowers; and



     WHEREAS, to secure, on a first lien basis, loans made by the Lenders to the Borrowers pursuant
to the Credit Agreement, and to secure, on a second lien basis, obligations owing pursuant to the
Secured Pipeline Loan (as defined in the Credit Agreement), Debtors and QTC entered into that
certain Amended and Restated Pledge and Security Agreement dated as of September 21, 2010 in favor
of the Secured Party for the benefit of the Beneficiaries (the “Security Agreement”) pursuant to
which the Debtors and QTC granted security interests in substantially all of their personal
property excluding, in the case of PESC, its limited liability company membership interest in Quest
Eastern Resource LLC, a Delaware limited liability company; and



     WHEREAS, effective as of July 13, 2011, Quest Eastern Resource LLC changed it name to PostRock
Eastern Production, LLC (“Eastern”); and



     WHEREAS, effective as of July 26, 2011 pursuant to an Agreement and Plan of Merger dated July
14, 2011 between QTC and PESC and the filing of a Certificate of Merger with the Delaware Secretary
of State, QTC was merged into PESC with PESC being the surviving corporation; and



     WHEREAS, to permit certain Oil and Gas Properties (as defined in the Credit Agreement)
currently owned by MidContinent to be conveyed, subject to an existing first lien in favor of the
Secured Party securing the Obligations under the Credit Agreement and subject to the existing
second lien



PostRock First

Amendment to Pledge

and Security Agreement






 









 







securing the obligations owing pursuant to the Secured Pipeline Loan, to Eastern, Eastern has
of even date herewith executed a Guaranty of the Obligations under the Credit Agreement; and




     WHEREAS, because Eastern is now a Guarantor, PESC is required pursuant to Section 6.14 of the
Credit Agreement to pledge its limited liability company membership interest in Eastern as
Collateral (as defined in the Security Agreement) to secure the Obligations (as defined in the
Security Agreement); and



     WHEREAS, the Debtors and Secured Party are entering into this Amendment to amend Part 1 of
Annex B-1 to the Security Agreement relating to PESC to reflect the addition of the equity
interests of PostRock Eastern Production, LLC, as Pledged Limited Liability Company Interests (as
defined in the Security Agreement); and



     WHEREAS, PESC has duly authorized the execution, delivery and performance of this Amendment;
and



     WHEREAS, this Amendment is integral to the transactions contemplated by the Loan Documents (as
defined in the Credit Agreement).



     ACCORDINGLY, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Debtors and Secured Party hereby agree as follows:



     1. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT. The terms, conditions, and provisions of the
Credit Agreement are incorporated herein by reference, the same as if set forth herein verbatim,
which terms, conditions, and provisions shall continue to be in full force and effect hereunder so
long as the Lenders are obligated to lend under the Credit Agreement and thereafter until the
Obligations (as defined in the Credit Agreement) are paid and performed in full. From and after
the date hereof, it is agreed that:



     (i) the term “Collateral” as defined in the Credit Agreement shall no longer exclude the
limited liability company membership interest in Eastern;



     (ii) the term “Eastern” as defined in the Credit Agreement shall mean PostRock Eastern
Production, LLC, formerly known as Quest Eastern Resource LLC;



     (iii) the term “Excluded Subsidiaries” as defined in the Credit Agreement shall no longer
include Eastern or any Subsidiary (as defined in the Credit Agreement) of Eastern; and



     (iv) PESC shall not permit Eastern to grant a Lien upon any of Eastern’s property, assets or
revenues except Permitted Liens.



     2. Part 1 of Annex B-1 relating to PESC attached to the Security Agreement is hereby replaced
and Part 1 of Annex B-1 relating to PESC attached hereto is substituted therefor.



     THIS AMENDMENT 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.



PostRock First

Amendment to Pledge

and Security Agreement





 









 








Remainder of page Intentionally Blank

Signature Page to Follow.




PostRock First

Amendment to Pledge

and Security Agreement






 









 







     IN WITNESS WHEREOF, the Debtors and Secured Party have caused this Amendment to be duly
executed and delivered by an officer duly authorized as of the date first above written.



	 	 	 	 	 
	     DEBTORS: 	 POSTROCK ENERGY SERVICES CORPORATION,

a Delaware corporation, for itself and as successor

by merger to Quest Transmission Company, LLC

 	 
	 	By:  	/s/ Stephen L. DeGiusti
 	 
	 	 	Stephen L. DeGiusti 	 
	 	 	Secretary 	 
	 
	 	POSTROCK MIDCONTINENT PRODUCTION, LLC,

a Delaware limited liability company

 	 
	 	By:  	POSTROCK ENERGY SERVICES
 	 
	 	 	CORPORATION,  its sole member 	 
	 



					
	 	By:  	/s/ Stephen L. DeGiusti
 	 
	 	 	Stephen L. DeGiusti 	 
	 	 	Secretary 	 
	 



	 	 	 	 	 
	 	STP NEWCO, INC., 

an Oklahoma corporation

 	 
	 	By:  	/s/ Stephen L. DeGiusti
 	 
	 	 	Name:  	Stephen L. DeGiusti 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 



Signature Page 1




PostRock First

Amendment to Pledge

and Security Agreement







 









 








	 	 	 	 	 
	     SECURED PARTY: 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Susan Khokher
 	 
	 	 	Name:  	Susan Khokher 	 
	 	 	Title:  	Manager, Agency 	 
	 



Signature Page 2




PostRock First

Amendment to Pledge

and Security Agreement





 









 







ANNEX B-1 TO SECURITY AGREEMENT


COLLATERAL DESCRIPTIONS




1. POSTROCK ENERGY SERVICES CORPORATION




	 	 	 	 	 

	A.

	 	Collateral Notes and Collateral Note Security: None.	 	 
	 
	 	 	 	 
	B.

	 	Pledged Shares: None.	 	 
	 
	 	 	 	 
	C.

	 	Partnership/Limited Liability Company Interests:
	 	100% of the membership interests in PostRock
MidContinent Production, LLC
	 
	 	 	 	 
	 

	 	 	 	100% of the membership interest in PostRock
Eastern Production, LLC, f/k/a Quest Eastern
Resource LLC*
	 
	 
	* 	 	There is specifically excluded from the pledge pursuant to this Security Agreement the
limited liability company membership interest owned by PESC in PostRock KPC Pipeline, LLC.
	 
	 	 	 	 
	D.	 	Partnership/Limited Liability Company Agreement:
	 
	 	 	 	 
	 	 	For PostRock MidContinent Production, LLC Agreement: Limited Liability Company Agreement of
Bluestem Pipeline, LLC, dated December 15, 2003, as amended on September 14, 2010.
	 
	 	 	 	 
	 	 	For PostRock Eastern Production, LLC: Limited Liability Company Agreement of Quest Eastern
Resource LLC, dated July 11, 2008.
	 
	 	 	 	 
	E.	 	Commercial Tort Claims: None.
	 
	 	 	 	 
	F.	 	Deposit Accounts (including name of bank address and account number):
	 
	 	 	 	 
	 	 	Quest Resource Corporation Operating, Comerica Bank, Dallas, TX, Acct #: 1881237372
	 
	 	 	 	 
	 	 	Quest Resource Corporation Operating, Bank of Oklahoma, Oklahoma City, OK, Acct #:
814172369
	 
	 	 	 	 
	 	 	Quest Resource Corporation Disbursement, Comerica Bank, Dallas, TX, Acct #: 1881338378
	 
	 	 	 	 
	 	 	Quest Resource Corporation Payroll, Comerica Bank, Dallas, TX, Acct #: 1881338428
	 
	 	 	 	 
	 	 	Quest Cherokee Oilfield Service, LLC Operating, Comerica Bank, Dallas, TX, Acct #:
1881237141






AUS01:619478                                                             Annex B-1 — Page 1




PostRock First

Amendment to Pledge

and Security Agreement