exv10w11






Exhibit 10.11




EXECUTION




INTERCREDITOR

AND

COLLATERAL AGENCY AGREEMENT




Among



ROYAL BANK OF CANADA,

as First Lien Agent,



ROYAL BANK OF CANADA,

as Second Lien Agent,



ROYAL BANK OF CANADA,

as Collateral Agent



and



POSTROCK KPC PIPELINE, LLC,

as Obligor



Dated as of September 21, 2010



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TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 - DEFINITIONS
	 	 	2	 
	Section 1.01. Defined Terms
	 	 	2	 
	Section 1.02. Headings
	 	 	7	 
	Section 1.03. Terms Generally
	 	 	7	 
	ARTICLE 2 – LIEN PRIORITIES
	 	 	8	 
	Section 2.01. Subordination of Second Liens
	 	 	8	 
	Section 2.02. Nature of First Lien Obligations
	 	 	8	 
	Section 2.03 Status of Liens: Collateral
	 	 	8	 
	Section 2.04. Agreements Regarding Actions to Perfect Liens
	 	 	9	 
	Section 2.05. Legends
	 	 	10	 
	Section 2.06 No New Second Liens
	 	 	10	 
	Section 2.07. Similar Liens and Agreements
	 	 	11	 
	ARTICLE 3 ENFORCEMENT RIGHTS
	 	 	11	 
	Section 3.01. Separate Debts
	 	 	11	 
	Section 3.02. Limits of Enforcement of Second Lien
	 	 	11	 
	Section 3.03. Election to Pursue Remedies
	 	 	12	 
	Section 3.04. Duty of Collateral Agent
	 	 	12	 
	Section 3.05 Standstill and Waivers
	 	 	13	 
	Section 3.06. Judgment Secured Parties
	 	 	14	 
	Section 3.07. Cooperation
	 	 	14	 
	Section 3.08. No Additional Rights For the Borrowers Hereunder
	 	 	14	 
	Section 3.09. Actions Upon Breach
	 	 	15	 
	ARTICLE 4 APPLICATION OF PROCEEDS OF COLLATERAL;
	 	 	15	 
	DISPOSITIONS AND RELEASES OF COLLATERAL; INSPECTION AND INSURANCE
	 	 	15	 
	Section 4.01. Notices under Related Documents
	 	 	15	 
	Section 4.02. Voting Procedure
	 	 	15	 
	Section 4.03. Application of Proceeds; Turnover Provisions
	 	 	16	 
	Section 4.04. Payments by Collateral Agent
	 	 	17	 
	Section 4.05. Notice of Amount of Obligations
	 	 	17	 
	Section 4.06. Pro Rata Treatment; Participations
	 	 	17	 
	Section 4.07. Release of Collateral
	 	 	17	 
	Section 4.08. Releases of Second Lien
	 	 	18	 
	Section 4.09. Form and Sufficiency of Release
	 	 	19	 
	Section 4.10. Inspection Rights and Insurance
	 	 	19	 
	ARTICLE 5 INSOLVENCY PROCEEDINGS
	 	 	19	 
	Section 5.01. Filing of Motions
	 	 	19	 
	Section 5.02. Financing Matters
	 	 	20	 
	Section 5.03. Relief From the Automatic Stay
	 	 	20	 
	Section 5.04. Adequate Protection
	 	 	20	 
	Section 5.05. Avoidance Issues
	 	 	21	 
	Section 5.06. Asset Dispositions in an Insolvency Proceeding
	 	 	21	 
	Section 5.07. Grants of Security and Separate Classification
	 	 	21	 
	Section 5.08. No Waivers of Rights of First Lien Secured Parties
	 	 	22	 
	Section 5.09. Plans of Reorganization
	 	 	22	 
	Section 5.10. Other Matters
	 	 	22	 
	Section 5.11. Effectiveness in Insolvency Proceedings
	 	 	22	 
	ARTICLE 6 SECOND LIEN DOCUMENTS AND FIRST LIEN DOCUMENTS
	 	 	22	 
	Section 6.01. Restriction on Second Lien Document Amendments
	 	 	22	 
	Section 6.02. Restriction on First Lien Document Amendment
	 	 	23	 





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	Section 6.03. Application of First Lien Security Document Amendments to Second Lien
Security Documents
	 	 	23	 
	Section 6.04. Restriction on Second Lien Agreement Amendments
	 	 	23	 
	Section 6.05. Authorization of Actions to be Taken by Collateral Agent under the
Security Documents
	 	 	23	 
	Section 6.06. Authorization of Receipt of Funds by Collateral Agent under Security
Documents
	 	 	23	 
	Section 6.07. Property of Obligor and Owners
	 	 	24	 
	Section 6.08. Secured Party Dealings; Good Faith
	 	 	24	 
	Section 6.09. Intentionally Deleted
	 	 	24	 
	ARTICLE 7 RELIANCE; WAIVERS, ETC
	 	 	24	 
	Section 7.01. Reliance
	 	 	24	 
	Section 7.02. No Warranties or Liability
	 	 	24	 
	Section 7.03. No Waivers
	 	 	24	 
	ARTICLE 8 OBLIGATIONS UNCONDITIONAL
	 	 	24	 
	Section 8.01. First Lien Obligations Unconditional
	 	 	24	 
	Section 8.02. Second Lien Obligations Unconditional
	 	 	25	 
	ARTICLE 9 MISCELLANEOUS
	 	 	25	 
	Section 9.01 Authority
	 	 	25	 
	Section 9.02 Termination/Withdrawal/Redesignation of Contracts
	 	 	25	 
	Section 9.03. Conflicts
	 	 	26	 
	Section 9.04. Marshaling
	 	 	26	 
	Section 9.05 Intentionally Deleted
	 	 	26	 
	Section 9.06. Continuing Nature of Provisions
	 	 	26	 
	Section 9.07. Amendments
	 	 	26	 
	Section 9.08. Information Concerning Financial Condition of the Borrowers
	 	 	27	 
	Section 9.09. Payment of Expenses and Taxes; Indemnification
	 	 	27	 
	Section 9.10. Governing Law
	 	 	28	 
	Section 9.11. Submission to Jurisdiction; Waivers
	 	 	28	 
	Section 9.12. Notices
	 	 	29	 
	Section 9.13. Successors and Assigns
	 	 	29	 
	Section 9.14. Further Assurances
	 	 	29	 
	Section 9.15. Subrogation
	 	 	30	 
	Section 9.16. Application of Payments
	 	 	30	 
	Section 9.17. Specific Performance
	 	 	30	 
	Section 9.18. Headings
	 	 	30	 
	Section 9.19. Severability
	 	 	30	 
	Section 9.20. Counterparts; Integration; Effectiveness
	 	 	30	 
	Section 9.21. Entire Agreement
	 	 	30	 
	Section 9.22. Limitation by Law
	 	 	30	 
	Section 9.23. No Impairment
	 	 	31	 
	Section 9.24. Status of Obligations
	 	 	31	 
	Section 9.25. Counterclaims and Defenses by Obligor
	 	 	31	 
	ARTICLE 10 COLLATERAL AGENT
	 	 	31	 
	Section 10.01. Appointment of Collateral Agent
	 	 	31	 
	Section 10.02. Nature of Duties of Collateral Agent
	 	 	32	 
	Section 10.03. Lack of Reliance on Collateral Agent
	 	 	32	 
	Section 10.04. Certain Rights of Collateral Agent
	 	 	33	 
	Section 10.05. Reliance by Collateral Agent
	 	 	33	 
	Section 10.06. Collateral Agent’s Reimbursements and Indemnification
	 	 	33	 
	Section 10.07. Collateral Agent in its Individual Capacity
	 	 	33	 





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	Section 10.08. Secured Parties as Owners
	 	 	34	 
	Section 10.09. Successor Collateral Agent
	 	 	34	 
	Section 10.10. Employment of Agents and Counsel
	 	 	34	 
	Section 10.11. Limitation on Liability of Secured Parties and Collateral Agent
	 	 	34	 
	 
	 	 	 	 
	ANNEXES
	 	 	 	 
	 
	 	 	 	 
	Annex 1 Security Documents
	 	 	 	 





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INTERCREDITOR

AND COLLATERAL AGENCY AGREEMENT




     THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of September 21, 2010 (the
“Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as
administrative and collateral agent (in such capacities, with its successors and assigns, the
“First Lien Agent”) for the First Lien Lenders (as defined below), in its capacity as
administrative agent and collateral agent (in such capacities, with its successors and assigns, the
“Second Lien Agent”) for the Second Lien Lenders (as defined below), and as collateral agent for
Secured Parties (as defined below) (in such capacity, “Collateral Agent”) and POSTROCK KPC PIPELINE
LLC, a Delaware limited liability company, formerly known as and successor by conversion to Quest
Pipelines (KPC), a Kansas general partnership, and successor by merger to Quest Kansas Pipeline,
L.L.C. and Quest Kansas General Partner L.L.C. (“Obligor”; and together with PostRock Energy
Services Corporation, a Delaware corporation (“PESC”), collectively called the “Borrowers” and
individually called a “Borrower”).



Recitals




     A. The Borrowers, the First Lien Agent and certain financial institutions (with their
respective successors and assigns, the “First Lien Lenders”) are parties to a Second Amended and
Restated Credit Agreement dated as of September 21, 2010 (as amended, supplemented, restated or
otherwise modified from time to time, the “First Lien Credit Agreement”), pursuant to which the
First Lien Lenders have agreed to make a $15,000,000 term loan to the Borrowers.



     B. PESC together with PostRock MidContinent Production, LLC, a Delaware limited liability
company (“MidContinent”), the Second Lien Agent and certain lenders (with their respective
successors and assigns, the “Second Lien Lenders”) are parties to a Second Amended and Restated
Credit Agreement dated as of September 21, 2010 (as amended, supplemented, restated or otherwise
modified from time to time, the “Second Lien Credit Agreement”), pursuant to which the Second Lien
Lenders have make loans and issue letters of credit to or for PESC and MidContinent.



     C. Pursuant to the Security Documents (as defined below) the Obligor has granted liens and
security interests in the Collateral (i) in favor of the First Lien Agent, on behalf of the First
Lien Secured Parties, as security for the payment and performance of the First Lien Obligations and
(ii) in favor of the Second Lien Agent, on behalf of the Second Lien Secured Parties, as security
for the payment and performance of the Second Lien Obligations, which liens and security interests
are junior, subject and subordinated to the liens and security interests in the Collateral in favor
of the First Lien Agent.



     D. The First Lien Lenders have authorized the First Lien Agent and the Second Lien Lenders
have authorized the Second Lien Agent, on their respective behalf, to enter into this Agreement to
secure, inter alia, on a first lien basis the First Lien Obligations and to secure on a second lien
basis the Second Lien Obligations.



     E. The Obligor, the First Lien Agent, on behalf of the First Lien Lenders, the Second Lien
Agent, on behalf of the Second Lien Lenders, and Collateral Agent are entering into this Agreement
to establish their relative rights with respect to payment of their respective Obligations owed by
the Obligor, to agree as to the exercise of certain remedies and to appoint a collateral agent for
the purposes of dealing with the Security Documents and apportioning payments among Secured Parties
and for other purposes as set forth herein.


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     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by all of the parties hereto, the parties agree as follows:



ARTICLE 1 — DEFINITIONS




     Section 1.01. Defined Terms. The terms defined in the recitals shall have the meanings
assigned to those terms in such recitals, and the following terms shall have the meanings assigned
as follows:



     “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 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.



     “Agreement” means this Agreement, as it may be supplemented, modified or amended from time to
time as permitted herein.



     “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended
from time to time.



     “Borrower” and Borrowers” have the meanings given those terms in the introductory paragraph.



     “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.



     “Cash Management Obligations” means, with respect to the Obligor, any obligations of the
Obligor owed to the First Lien Agent or any First Lien Lender (or any of their respective
Affiliates) in respect of treasury management arrangements, depositary or other cash management
services.



     “Collateral” means the Obligor’s properties and rights described in the Security Documents as
security for any of the Obligations, and shall include any amounts on deposit in any deposit
account or securities account which have been pledged to secure all or any portion of the
Obligations.



     “Collateral Agent” has the meaning given that term in the introductory paragraph.



     “Comparable Second Lien Security Document” means, in relation to any Collateral subject to any
First Lien Security Document, that Second Lien Security Document that creates a security interest
in the same Collateral, granted by the Obligor.



     “DIP Financing” has the meaning given that term in Section 5.02.



     “Effective Date” has the meaning given that term in the introductory paragraph.



     “Enforcement Action” means, with respect to the Collateral, the exercise of any rights and
remedies with respect to any Collateral securing the Obligations or the commencement or prosecution
of enforcement of any of the rights and remedies under, as applicable, the First Lien Documents or
the Second Lien Documents, or applicable law, including without limitation the exercise of any
rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor
under the UCC of an applicable jurisdiction or under the Bankruptcy Code.


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     “First Lien Agent” has the meaning given that term in the introductory paragraph and includes
any successor agent under any First Lien Agreement if the First Lien Credit Agreement is replaced,
refunded or refinanced.



     “First Lien Agreement” means (i) the First Lien Credit Agreement and (ii) any other credit
agreement, loan agreement, note agreement, promissory note, indenture or other agreement or
instrument evidencing or governing the terms of any indebtedness or other financial accommodation
that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness
and other obligations outstanding under the First Lien Credit Agreement or any other agreement or
instrument referred to in this clause (ii). Any reference to the First Lien Agreement hereunder
shall be deemed a reference to any First Lien Agreement then extant.



     “First Lien Collateral” means all assets, whether now owned or hereafter acquired by the
Obligor, in which a Lien is granted or purported to be granted by the Obligor in favor of First
Lien Secured Parties or in favor of Collateral Agent for the benefit of First Lien Secured Parties,
as security for any First Lien Obligation.



     “First Lien Credit Agreement” has the meaning given that term in Recital A.



     “First Lien Documents” means the First Lien Agreement and each First Lien Security Document.



     “First Lien Lenders” has the meaning given that term in Recital A and includes any successor
lenders under the First Lien Credit Agreement and any successor lenders under any First Lien
Agreement if the First Lien Credit Agreement is replaced, refunded or refinanced.



     “First Lien Obligation Triggering Event” means (i) the occurrence and continuance of an Event
of Default under the First Lien Agreement, or (ii) Collateral Agent shall have received from the
First Lien Agent written notice (y) that an “Event of Default” under the First Lien Agreement has
occurred and is continuing and (z) that the unpaid principal amount of the notes under the First
Lien Agreement and all interest accrued and unpaid thereon have been declared to be then due and
payable.



     “First Lien Obligations” means (i) all principal of and interest (including without limitation
any Post-Petition Interest) and premium (if any) on all loans made pursuant to the First Lien
Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without
limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments
issued pursuant to the First Lien Agreement, (iii) all Hedging Obligations of the Obligor owed to a
First Lien Secured Party, (iv) all Cash Management Obligations of the Obligor, and (v) all fees,
expenses and other amounts payable from time to time pursuant to the First Lien Documents, in each
of the foregoing cases whether or not allowed or allowable against the Obligor or its estate in an
Insolvency Proceeding. To the extent any payment with respect to any First Lien Obligation
(whether by or on behalf of the Obligor, as proceeds of security, enforcement of any right of
setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set
aside or required to be paid to a debtor in possession, any Second Lien Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for
the purposes of this Agreement and the rights and obligations of the First Lien Secured Parties and
the Second Lien Secured Parties, be deemed to be reinstated and outstanding as if such payment had
not occurred.



     “First Lien Obligations Payment Date” means the first date on which (i) the First Lien
Obligations (other than those that constitute Unasserted Contingent Obligations) have been
indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms
of the First Lien


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Documents), (ii) all commitments, if any, to extend credit under the First Lien Documents have
been terminated, and (iii) there are no outstanding letters of credit or similar instruments issued
under the First Lien Documents (other than such as have been cash collateralized or defeased in
accordance with the terms of the First Lien Security Documents).




     “First Lien Secured Parties” means the First Lien Agent, the First Lien Lenders (or their
Affiliates) and any other holders of First Lien Obligations, including replacement First Lien
Lenders, and Collateral Agent, acting in its capacity as collateral agent for the benefit of First
Lien Secured Parties under any Security Document.



     “First Lien Security Documents” means (i) each Security Document executed by Obligor granting
a first priority Lien in favor of First Lien Agent for the benefit of First Lien Secured Parties,
or in favor of Collateral Agent, for the benefit of First Lien Secured Parties, to secure First
Lien Obligations and (ii) and any other documents executed by Obligor that are designated under the
First Lien Agreement as “Collateral Documents” for purposes of this Agreement by which Obligor
grants a Lien in favor of First Lien Agent for the benefit of First Lien Secured Parties, or in
favor of Collateral Agent, for the benefit of First Lien Secured Parties, to secure First Lien
Obligations. For the avoidance of doubt, First Lien Security Documents may also secure Second Lien
Obligations.



     “First Liens” means (i) the first and prior liens and security interests granted in the
Collateral by Obligor in favor of the First Lien Agent on behalf of the First Lien Secured Parties,
as security for the payment and performance of the First Lien Obligations and (ii) the first and
prior liens and security interests granted in the Collateral by Obligor in favor of the Collateral
Agent on behalf of the First Lien Secured Parties, as security for the payment and performance of
the First Lien Obligations.



     “Hedging Obligations” means, with respect to the Obligor, any obligations of the Obligor owed
to any First Lien Lender (or any of its Affiliates) in respect of any Lender Hedging Agreement,
including all unpaid amounts, settlement amounts, indemnities, costs, expenses (including
reasonable attorneys’ fees), interest on past due amounts and other liabilities and obligations
then due and unpaid by the Obligor under such Lender Hedging Agreement.



     “Indemnitee” has the meaning given that term in Section 9.09.



     “Indemnified Liabilities” has the meaning given that term in Section 9.09.



     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up,
receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing
events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy,
insolvency, reorganization, receivership or similar law.



     “ISDA” means the International Swaps and Derivatives Association, Inc.



     “Lender Hedging Agreement” means a Swap Contract between Obligor and a First Lien Lender or an
Affiliate of a First Lien Lender.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, deed to secure debt,
lien, pledge, hypothecation, assignment, encumbrance, charge or security interest in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities.


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     “MidContinent” has the meaning given that term in Recital B.



     “Obligations” means the First Lien Obligations and the Second Lien Obligations.



     “Obligor” has the meaning given that term in the introductory paragraph.



     “Person” means, any person, individual, sole proprietorship, partnership, joint venture,
corporation, limited liability company, unincorporated organization, association, institution,
entity, party, including any government and any political subdivision, agency or instrumentality
thereof.



     “PESC” has the meaning given that term in the introductory paragraph.



     “Post-Petition Interest” means any interest or entitlement to fees or expenses that accrues
after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any
such Insolvency Proceeding.



     “Principal Agreements” means collectively the Principal First Lien Agreements and the
Principal Second Lien Agreements.



     “Principal First Lien Agreements” means the First Lien Agreement.



     “Principal Second Lien Agreements” means the Second Lien Credit Agreement.



     “Recovery” has the meaning given that term in Section 5.05.



     “Required First Lien Lenders” means “Required Lenders” as defined in the First Lien Credit
Agreement and includes any comparable defined term under any First Lien Agreement if the First Lien
Credit Agreement is replaced, refunded or refinanced.



     “Required First Lien Secured Parties” has the meaning given that term in Section 4.02(a).



     “Second Lien Agent” has the meaning given that term in the introductory paragraph and includes
any successor agent under any Second Lien Agreement if the Second Lien Credit Agreement is
replaced, refunded or refinanced.



     “Second Lien Agreement” means (i) the Second Lien Credit Agreement and (ii) any other credit
agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or
instrument evidencing or governing the terms of any indebtedness or other financial accommodation
that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness
and other obligations outstanding under the Second Lien Credit Agreement or other agreement or
instrument referred to in this clause (ii). Any reference to the Second Lien Agreement hereunder
shall be deemed a reference to any Second Lien Agreement then extant.



     “Second Lien Collateral” means all assets, whether now owned or hereafter acquired by the
Obligor, in which a Lien is granted or purported to be granted by Obligor in favor of Second Lien
Secured Parties, or in favor Collateral Agent for the benefit of Second Lien Secured Parties, as
security for any Second Lien Obligation.



     “Second Lien Credit Agreement” has the meaning given that term in Recital B.



     “Second Lien Documents” means each Second Lien Agreement and each Second Lien Security
Document


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     “Second Lien Lenders” has the meaning given that term in Recital B and includes any successor
lenders under the Second Lien Credit Agreement and any successor lenders under any Second Lien
Agreement if the Second Lien Credit Agreement is replaced, refunded or refinanced.



     “Second Lien Obligation Triggering Event” means (i) the occurrence and continuance of an Event
of Default under the Second Lien Agreement or (ii) Collateral Agent shall have received from the
Second Lien Agent written notice (a) that an “Event of Default” under the Second Lien Agreement has
occurred and is continuing and (b) that the unpaid principal amount of the notes under the Second
Lien Agreement and all interest accrued and unpaid thereon have been declared to be then due and
payable.



     “Second Lien Obligations” means (i) all principal of and interest (including without
limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second
Lien Agreement, (ii) unpaid amounts, settlement amounts, indemnities, costs, expenses (including
reasonable attorneys’ fees), interest due amounts and other similar liabilities and obligations of
PESC and/or MidContinent owed to a Second Lien Lender (or its Affiliates, but not any non-Lender or
any non-Lender Affiliate) in connection with a Swap Contract; and (iii) all fees, expenses and
other amounts payable from time to time pursuant to the Second Lien Documents, in each case whether
or not allowed or allowable against PESC and/or MidContinent or their estates in an Insolvency
Proceeding. To the extent any payment with respect to any Second Lien Obligation (whether by or on
behalf of PESC and/or MidContinent, as proceeds of security, enforcement of any right of setoff or
otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or
required to be paid to a debtor in possession, then the obligation or part thereof originally
intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations
of the First Lien Secured Parties and the Second Lien Secured Parties, be deemed to be reinstated
and outstanding as if such payment had not occurred.



     “Second Lien Secured Parties” means the Second Lien Agent, the Second Lien Lenders (or their
Affiliates), and any other holders of Second Lien Obligations, including replacement Second Lien
Lenders, and Collateral Agent, acting in its capacity as collateral agent for the benefit of Second
Lien Secured Parties under any Security Document.



     “Second Lien Security Documents” means (i) each Security Document executed by Obligor granting
a second priority Lien in favor of Second Lien Agent for the benefit of Second Lien Secured
Parties, or in favor of Collateral Agent, for the benefit of Second Lien Secured Parties, to secure
Second Lien Obligations and (ii) any other documents executed by Obligor that are designated under
the Second Lien Agreement as “Collateral Documents” for purposes of this Agreement by which Obligor
grants a Lien in favor of Second Lien Agent for the benefit of Second Lien Secured Parties, or in
favor of Collateral Agent, for the benefit of Second Lien Secured Parties, to secure Second Lien
Obligations. For the avoidance of doubt, Second Lien Security Documents may also secure First Lien
Obligations.



     “Second Liens” means (i) the second and junior liens and security interests granted in the
Collateral by Obligor in favor of the Second Lien Agent on behalf of the Second Lien Secured
Parties, as security for the payment and performance of the Second Lien Obligations and (ii) the
second and junior liens and security interests granted in the Collateral by Obligor in favor of the
Collateral Agent on behalf of the Second Lien Secured Parties, as security for the payment and
performance of the Second Lien Obligations.



     “Secured Parties” means the First Lien Secured Parties and the Second Lien Secured Parties.



     “Security Documents” means the guaranties, deeds of trust, mortgages, security agreements,
pledge agreements, and related financing statements listed on Annex 1.


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     “Standstill Period” has the meaning given that term in Section 3.02(a)(i).



     “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 ISDA, 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.



     “Transaction Documents” means this Agreement, the Principal Agreements and the Security
Documents.



     “Triggering Event” shall mean either a First Lien Obligation Triggering Event or a Second Lien
Obligation Triggering Event.



     “Unasserted Contingent Obligations” shall mean, at any time, First Lien Obligations or Second
Lien Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities
(excluding (i) the principal of, and interest and premium (if any) on, and fees and expenses
relating to, any First Lien Obligation or Second Lien Obligation, as the case may be, and
(ii) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding
letters of credit) in respect of which no assertion of liability (whether oral or written) and no
claim or demand for payment (whether oral or written) has been made (and, in the case of First Lien
Obligations for indemnification, no notice for indemnification has been issued by the indemnitee)
at such time.



     “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York.



     Section 1.02. Headings. Article and section headings of this Agreement are for convenience
of reference only, and shall not govern the interpretation of any of the provisions of this
Agreement.



     Section 1.03. Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented, renewed, replaced, increased, restated or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include such Person’s
successors and assigns; provided such successors and assigns are permitted by the Principal
Agreement to which such Person is a party and such Person complies with Sections 9.05 and 9.13
hereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof,
and (d) all references herein to Recitals, Articles, Sections, Exhibits and


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Annexes shall be construed to refer to Recitals, Articles and Sections of, and Exhibits and Annexes
to, this Agreement unless otherwise indicated.




ARTICLE 2 – LIEN PRIORITIES.




     Section 2.01. Subordination of Second Liens.



     (a) Any and all Liens granted by Obligor now existing or hereafter created or arising in favor
of any Second Lien Secured Party, or in favor of Collateral Agent for the benefit of Second Lien
Secured Parties, securing the Second Lien Obligations, regardless of how acquired, whether by
grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority,
operation and effect to any and all Liens granted by Obligor now existing or hereafter created or
arising in favor of the First Lien Secured Parties, or in favor of Collateral Agent for the benefit
of First Lien Secured Parties, securing the First Lien Obligations, notwithstanding (i) anything to
the contrary contained in any agreement or filing to which any Second Lien Secured Party may now or
hereafter be a party, and regardless of the time, order or method of grant, attachment, recording
or perfection of any financing statements or other Liens or any defect or deficiency or alleged
defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law
or any First Lien Document or Second Lien Document or any other circumstance whatsoever and
(iii) the fact that any such Liens in favor of any First Lien Secured Party or in favor of the
Collateral Agent for the benefit of First Lien Secured Parties securing any of the First Lien
Obligations are (x) subordinated to any Lien granted by Obligor securing any obligation of the
Obligor other than the Second Lien Obligations or (y) otherwise subordinated, voided, avoided,
invalidated or lapsed.



     (b) No First Lien Secured Party or Second Lien Secured Party shall object to or contest, or
support any other Person in contesting or objecting to, in any proceeding (including without
limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or
enforceability of any security interest in the Collateral granted to the other or to the Collateral
Agent. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party or
by Collateral Agent on their behalf to perfect its security interests in the Collateral or any
avoidance, invalidation or subordination by any third party or court of competent jurisdiction of
the security interests in the Collateral granted to the First Lien Secured Parties or the Second
Lien Secured Parties, or to the Collateral Agent for their benefit, the priority and rights as
between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the
Collateral and proceeds thereof shall be as set forth herein.



     Section 2.02. Nature of First Lien Obligations.



The Second Lien Agent on behalf of itself and the other Second Lien Secured Parties acknowledges
that, subject to Section 6.02, the terms of the First Lien Obligations may be modified, extended or
amended from time to time, and that the aggregate amount of the First Lien Obligations may be
increased, replaced or refinanced, in each event, without notice to or consent by the Second Lien
Secured Parties and without affecting the provisions hereof. The Lien priorities provided in
Section 2.01 shall not be altered or otherwise affected by any such amendment, modification,
supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or
refinancing of either the First Lien Obligations or the Second Lien Obligations, or any part
thereof.




     Section 2.03 Status of Liens: Collateral.



     (a) The First Lien Agent, for itself and on behalf of the First Lien Lenders, and the Second
Lien Agent, for itself and on behalf of the Second Lien Lenders, agrees that, subject to Section
4.03 and notwithstanding anything to the contrary contained in any First Lien Document or Second
Lien


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Document, (i) all First Lien Secured Parties shall rank pari passu in priority with respect to
any First Lien on any Collateral securing the First Lien Obligations, and (ii) all First Liens on
any Collateral securing any First Lien Obligations shall rank pari passu with one another.




     (b) The First Lien Agent, for itself and on behalf of the First Lien Lenders, agrees (i) that
if any such Person takes any additional Collateral in respect of any First Lien Obligations, such
Person shall take any and all action necessary to create and perfect First Liens on any such
Collateral in favor of the other First Lien Lenders for the equal and ratable benefit of all First
Lien Lenders (subject to Section 4.03), including, without limitation, executing and delivering
mortgages, security agreements, financing statements, amendments to financing statements, and any
other agreements, documents, certificates or instruments necessary to accomplish the foregoing and
(ii) to take any and all action necessary to create and perfect Second Liens on any such Collateral
in favor of the Second Lien Lenders for the equal and ratable benefit of all Second Lien Lenders
(subject to Section 4.03).



     (c) The First Lien Agent, for itself and on behalf of the First Lien Lenders, and the Second
Lien Agent, for itself and on behalf of the Second Lien Lenders, agrees to take any and all action
necessary to cause Collateral Agent to be designated as the sole secured party for the benefit of
the First Lien Agent, First Lien Lenders, Second Lien Agent and Second Lien Lenders, in respect of
any Lien on any Collateral securing the First Lien Obligations or the Second Lien Obligations,
including, without limitation, executing and delivering mortgages, security agreements, financing
statements, amendments to financing statements, and any other agreements, documents, certificates
or instruments evidencing or required or permitted to be filed to create or perfect a Lien on
Collateral.



     (d) The First Lien Agent, for itself and on behalf of the First Lien Lenders, the Second Lien
Agent, for itself and on behalf of the Second Lien Lenders and the Obligor will from time to time
sign, execute, deliver and file, alone or with Collateral Agent or any other Secured Party, and
hereby authorizes Collateral Agent to file, any financing statements or security agreements
pertaining to the Collateral, or any part thereof; and take all further action that may be
necessary or desirable, or that Collateral Agent may reasonably request, to confirm, perfect,
preserve and protect the security interests intended to be granted under the Security Documents,
and in addition, each of the Secured Parties and the Obligor hereby authorizes Collateral Agent to
execute and deliver on behalf of such Person and to file such other financing statements or
security agreements without the signature of such Person either in Collateral Agent’s name or in
the name of such Person and as agent and attorney-in-fact for such Person. Each Secured Party and
the Obligor shall do all such additional and further acts or things, give such assurances and
execute such agreements, documents, certificates or instruments as Collateral Agent requires to
vest more completely in and assure to Collateral Agent and Secured Parties their rights under this
Agreement (including this Section 2.03), including, without limiting the generality of the
foregoing, marking conspicuously each note or other instrument evidencing the First Lien
Obligations and Second Lien Obligations with the legend described in Section 2.05(b) and, at the
request of Collateral Agent, each of its records pertaining to the Collateral with such legend.



     Section 2.04. Agreements Regarding Actions to Perfect Liens.



     (a) The Second Lien Agent on behalf of itself and the other Second Lien Secured Parties agrees
that UCC-1 financing statements, mortgages, patent, trademark or copyright filings or other filings
or recordings filed or recorded by or on behalf of the Second Lien Agent shall be in form
satisfactory to the First Lien Agent.



     (b) The Collateral Agent hereby acknowledges that, to the extent that it holds, or a third
party holds on its behalf, physical possession of or “control” (as defined in the UCC) over
Collateral pursuant to the First Lien Security Documents, such possession or control is also for
the benefit of the Second Lien


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Agent and the other Second Lien Secured Parties for purposes of perfecting their security
interest in such Collateral. Nothing in the preceding sentence shall be construed to impose any
duty on the Collateral Agent (or any third party acting on its behalf) with respect to such
Collateral or provide the Second Lien Agent or any other Second Lien Secured Party with any rights
with respect to such Collateral beyond those specified in this Agreement and the Second Lien
Security Documents; provided that subsequent to the occurrence of the First Lien
Obligations Payment Date, the Collateral Agent shall promptly deliver written notice of the
occurrence of same to Second Lien Agent and shall (x) deliver to the Second Lien Agent, at the
Borrowers’ sole cost and expense, the Collateral in its possession or control together with any
necessary endorsements to the extent required by the Second Lien Documents, and shall deliver to
Borrowers written notice of such action, or (y) direct and deliver such Collateral as a court of
competent jurisdiction otherwise directs, and provided further that the provisions of this
Agreement are intended solely to govern the respective Lien priorities as between the First Lien
Secured Parties and the Second Lien Secured Parties, and shall not impose on the Collateral Agent
or the First Lien Secured Parties any obligations in respect of the disposition of any Collateral
(or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in
favor of any other Person that is not a Secured Party.




     Section 2.05. Legends.



     (a) The Collateral Agent, First Lien Agent (on behalf of itself and the other First Lien
Secured Parties) and Second Lien Agent (on behalf of itself and the other Second Lien Secured
Parties) agree that all mortgages, deeds of trust, deeds and similar instruments not concurrently
granting a Lien to the Collateral Agent for the benefit of the First Lien Secured Parties now or
hereafter filed against real property in favor of Second Lien Agent or Collateral Agent for the
benefit solely of the Second Lien Secured Parties, shall be in form satisfactory to the First Lien
Agent and shall contain the following notation: “ALL LIENS GRANTED BY THIS INSTRUMENT SHALL, TO THE
EXTENT SET FORTH IN THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT DATED SEPTEMBER 21, 2010 BY
AND AMONG POSTROCK ENERGY SERVICES CORPORATION, POSTROCK KPC PIPELINE, LLC, ROYAL BANK OF CANADA,
AS FIRST LIEN AGENT, ROYAL BANK OF CANADA, AS SECOND LIEN AGENT, ROYAL BANK OF CANADA, AS
COLLATERAL AGENT, AND PARTIES THERETO, BE SUBORDINATE AND JUNIOR TO ALL LIENS GRANTED BY GRANTOR TO
SECURE THE FIRST LIEN OBLIGATIONS REGARDLESS OF THE RELATIVE PRIORITY OF SUCH LIENS, SUCH
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT BEING INCORPORATED HEREIN AND BY THIS REFERENCE BEING
MADE A PART HEREOF.”



     (b) Upon written request from the Collateral Agent, each Secured Party shall mark, or cause to
be marked, at all times on each note or other instrument evidencing the Obligations to which it is
a holder a legend, in form and substance satisfactory to Collateral Agent, indicating that with
respect to Obligations of the Obligor, the rights, remedies and obligations of the Obligor and the
holders of such note or other instrument shall be limited by and subject to the terms of this
Agreement.



     Section 2.06 No New Second Liens. So long as the First Lien Obligations Payment Date has
not occurred, the parties hereto agree that no Second Lien Secured Party shall acquire or hold any
Lien on any assets of the Obligor securing any Second Lien Obligation which assets are not also
subject to a First Lien in favor of the First Lien Secured Parties under the First Lien Documents
or under Security Documents. If any Second Lien Secured Party shall (nonetheless and in breach
hereof) acquire or hold any Lien on any assets of the Obligor securing any Second Lien Obligation
which assets are not also subject to a First Lien in favor of the First Lien Secured Parties under
the First Lien Documents, then the Second Lien Agent (or the relevant Second Lien Secured Party)
shall, and shall be deemed to have, without the need for any further consent of any other Second
Lien Secured Party and notwithstanding anything to the contrary in any other Second Lien Document
be deemed to hold and have held such Lien


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for the benefit of the First Lien Agent as security for the First Lien Obligations and shall assign
such Lien to the Collateral Agent or the First Lien Agent (in which case the Second Lien Agent may
retain a junior second priority lien on such assets subject to the terms hereof).




     Section 2.07. Similar Liens and Agreements. The parties hereto agree that it is their
intention that the First Lien Collateral and the Second Lien Collateral be identical. To the
extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien
Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties,
agrees that any amounts received by or distributed to any of them pursuant to or as a result of
Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section
4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions
of this Agreement:



     (a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in
good faith (and to direct their counsel to cooperate in good faith) from time to time in order to
determine the specific items included in the First Lien Collateral and the Second Lien Collateral
and the steps taken to perfect their respective Liens thereon and the identity of the respective
parties obligated under the First Lien Documents and the Second Lien Documents;



     (b) that the documents and agreements creating or evidencing the First Lien Collateral and the
Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien
Obligations shall be Security Documents or otherwise in all material respects the same forms of
documents other than with respect to the First Lien and Second Lien nature of the obligations and
Collateral thereunder; and



     (c) that in the event either First Lien Agent shall obtain or record any First Lien Documents
in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or
Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent
granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or
Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as
the case may be, shall notify the other of such documentation and provide a copy thereof.



ARTICLE 3 ENFORCEMENT RIGHTS




     Section 3.01. Separate Debts. The amounts payable by the Obligor to each Secured Party at
any time under any of the Principal Agreements to which such Secured Party is a party shall be
separate and independent debts, and each Secured Party shall be entitled to enforce any right
arising out of the applicable Principal Agreement to which it is a party, subject to the terms
thereof and of this Agreement. First Lien Agent, for itself and on behalf of the First Lien
Lenders, and Second Lien Agent, for itself and on behalf of the Second Lien Lenders each hereby
agrees that no Secured Party other than Collateral Agent (in its capacity as such) shall have any
right individually to realize upon any Liens granted under the Security Documents, it being
understood and agreed that such remedies may be exercised only by Collateral Agent for the benefit
of Secured Parties.



     Section 3.02. Limits of Enforcement of Second Lien. Until the First Lien Obligations
Payment Date has occurred, whether or not a Insolvency Proceeding has been commenced by or against
the Obligor:



     (a) The Second Lien Agent and the Second Lien Secured Parties (and Collateral Agent, on behalf
of Second Lien Agent or Second Lien Secured Parties, under any Security Document):




     (i) will not exercise or seek to exercise any rights or remedies (including setoff)
with respect to the Collateral (including, without limitation, the exercise of any right
under any


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lockbox agreement, account control agreement, landlord waiver or bailee’s letter or
similar agreement or arrangement to which the Second Lien Agent or any Second Lien Secured
Party is a party), or institute any action or proceeding with respect to such rights or
remedies (including any action of foreclosure); provided, however, that the
Second Lien Agent may exercise (and direct Collateral Agent to exercise, pursuant to any
Security Document) any or all such rights and remedies of Second Lien Secured Parties under
any Second Lien Security Document after the passage of a period of 179 days from the date of
delivery of a notice in writing to the First Lien Agent that an Event of Default (as defined
in the Second Lien Agreement) has occurred under the Second Lien Documents and the Second
Lien Obligations have been accelerated (with respect to each individual Event of Default,
each a “Standstill Period”) which notice may only be delivered following the occurrence of
and during the continuation of an Event of Default (as defined in the Second Lien Agreement)
under the Second Lien Documents and the Second Lien Obligations have been accelerated;
provided, further, however, notwithstanding anything herein to the contrary,
in no event shall the Second Lien Agent or any Second Lien Secured Party exercise or
continue to exercise any rights or remedies with respect to the Collateral if,
notwithstanding the expiration of any outstanding Standstill Period, the First Lien Agent or
First Lien Lenders (or the Collateral Agent on their behalf) shall have commenced and are
diligently pursuing the exercise of any of their rights or remedies with respect the
Collateral (prompt notice of such exercise to be given to the Second Lien Agent),




     (ii) will not contest, protest or object to any foreclosure proceeding or action
brought by the Collateral Agent, the First Lien Agent or any First Lien Secured Party or any
other exercise by the Collateral Agent, the First Lien Agent or any First Lien Secured
Party, of any rights and remedies relating to the Collateral under the First Lien Documents
or otherwise, and




     (iii) subject to its rights under clause (a)(i) above, will not object to the
forbearance by the Collateral Agent, the First Lien Agent or any First Lien Secured Party
from bringing or pursuing any foreclosure proceeding or action or any other exercise of any
rights or remedies relating to the Collateral.



     Section 3.03. Election to Pursue Remedies. Except as provided in Section 3.02(a)(i) hereof
following the expiration of a Standstill Period, the First Lien Secured Parties shall have the
exclusive right (and under any Security Document shall have the exclusive right to instruct the
Collateral Agent) to take and continue any Enforcement Action with respect to the Collateral,
without any consultation with or consent of any Second Lien Secured Party, but subject to the
proviso set forth in Section 5.01. Upon the occurrence and during the continuance of a First Lien
Obligation Triggering Event, subject to the provisions of this Agreement, the First Lien Agent and
the other First Lien Secured Parties may (and under any Security Document may instruct the
Collateral Agent on their behalf to) take and continue any Enforcement Action in such order and
manner as they may determine in their sole discretion.



     Section 3.04. Duty of Collateral Agent.



     (a) Collateral Agent shall not be obligated to follow any instructions of Second Lien Secured
Parties if such instructions conflict with the provisions of this Agreement, any Security Document
or any applicable law or Collateral Agent determines, in its sole and absolute discretion, that
such instructions are ambiguous, inconsistent, in conflict with previously received instructions or
otherwise insufficient to direct the actions of Collateral Agent provided that Collateral Agent
explains the grounds for a refusal based on a deficiency of instructions. On and after the First
Lien Obligations Payment Date, and at any time prior thereto following the expiration of any
applicable Standstill Period pursuant to Section 3.02(a)(i) above, and subject to the last proviso
of Section 3.02(a)(i), the first sentence of this Section


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3.04(a) and Article 10 hereof, Collateral Agent agrees that it shall follow instructions of
Second Lien Secured Parties with respect to the Collateral and Security Documents.




     (b) Collateral Agent shall not be obligated to follow any instructions of Required First Lien
Secured Parties if: (i) such instructions conflict with the provisions of this Agreement, any
Principal Agreement, any Security Document or any applicable law, (ii) Collateral Agent determines,
in its sole and absolute discretion, that such instructions are ambiguous, inconsistent, in
conflict with previously received instructions or otherwise insufficient to direct the actions of
Collateral Agent; provided that Collateral Agent explains the grounds for a refusal based
on a deficiency of instructions, or (iii) Collateral Agent has not been adequately indemnified to
its satisfaction. Nothing in this Agreement shall impair the right of Collateral Agent in its
discretion to take any action authorized under this Agreement or any Security Document, to the
extent that the consent of any party hereto is not required or to the extent such action is not
prohibited by the terms hereof or thereof, which it deems proper and consistent with the
instructions given by First Lien Secured Parties as provided for herein or otherwise in the best
interest of First Lien Secured Parties. In the absence of written instructions from any party
hereto for any particular matter, Collateral Agent shall have no duty to take or refrain from
taking any action unless such action or inaction is explicitly required by the terms of this
Agreement, the Security Documents or applicable law. Collateral Agent shall have no duty with
respect to (i) a Triggering Event unless it first receives notice that a Triggering Event has
occurred or (ii) the expiration of any Standstill Period unless it first receives notice that such
Standstill Period has expired.



     (c) Beyond its duties expressly provided herein or in the Security Documents and its duties to
account to Secured Parties and/or the Obligor for monies and other property received by it
hereunder or under any Security Document, Collateral Agent shall have no implied duty to Secured
Parties or the Obligor as to any property belonging to the Obligor (whether or not the same
constitutes Collateral) in its possession or control or in the possession or control of any of its
agents or nominees, or any income thereon or as to the preservation of rights against prior parties
or any other rights pertaining thereto or available at law or otherwise.



     (d) Nothing in this Section 3.04 shall impair the right of any Secured Party to exercise its
rights of netting or set-off, if any.



     Section 3.05 Standstill and Waivers. The Second Lien Agent, on behalf of itself and the
other Second Lien Secured Parties, agrees that, until the First Lien Obligations Payment Date has
occurred, subject to the proviso set forth in Section 5.01 and except as permitted by Section
3.02(a):



     (a) they will not take or cause to be taken any action, the purpose or effect of which is to
make any Lien in respect of any Second Lien Obligation pari passu with or senior to, or to give any
Second Lien Secured Party any preference or priority relative to, the Liens with respect to the
First Lien Obligations or the First Lien Secured Parties with respect to any of the Collateral;



     (b) they will not oppose, object to, interfere with, hinder or delay, in any manner, whether
by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or
otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Collateral
by the Collateral Agent, the First Lien Agent or any other First Lien Secured Party or any other
Enforcement Action taken by or on behalf of the Collateral Agent, the First Lien Agent or any other
First Lien Secured Party;



     (c) they have no right to (x) direct either the Collateral Agent, the First Lien Agent or any
other First Lien Secured Party to exercise any right, remedy or power with respect to the
Collateral or pursuant to the First Lien Security Documents or (y) consent or object to the
exercise by the Collateral Agent, the First Lien Agent or any other First Lien Secured Party of any
right, remedy or power with


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respect to the Collateral or pursuant to the First Lien Security Documents or to the timing or
manner in which any such right is exercised or not exercised (or, to the extent they may have any
such right described in this clause (c), whether as a junior Lien creditor or otherwise, they
hereby irrevocably waive such right), except to the extent such exercise was in violation of this
Agreement;




     (d) without waiving any rights to take action as unsecured creditors, they will not institute
any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any
claim against either Collateral Agent, First Lien Agent or any other First Lien Secured Party
seeking damages from or other relief by way of specific performance, instructions or otherwise,
with respect to, and none of the Collateral Agent, First Lien Agent nor any other First Lien
Secured Party shall be liable for, any action taken or omitted to be taken by the Collateral Agent,
the First Lien Agent or any other First Lien Secured Party with respect to the Collateral or
pursuant to the First Lien Documents, so long as such actions or omissions were not taken in
violation of this Agreement;



     (e) without waiving any rights to take action as unsecured creditors, they will not make any
judicial or nonjudicial claim or demand or commence any judicial or non-judicial proceedings
against the Obligor under or with respect to any Second Lien Security Document seeking payment or
damages from or other relief by way of specific performance, instructions or otherwise under or
with respect to any Second Lien Security Document (other than filing a proof of claim) or exercise
any right, remedy or power under or with respect to, or otherwise take any action to enforce, other
than filing a proof of claim, any Second Lien Security Document;



     (f) they will not commence judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, exercise any right, remedy or power with respect to, or otherwise
take any action to enforce their interest in or realize upon, the Collateral or pursuant to the
Second Lien Security Documents; or



     (g) they will not seek, and hereby waive any right, to have the Collateral or any part thereof
marshaled upon any foreclosure or other disposition of the Collateral.



     Section 3.06. Judgment Secured Parties. In the event that any Second Lien Secured Party
becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its
rights as an unsecured creditor, such judgment Lien shall be subject to the terms of this Agreement
for all purposes (including in relation to the First Liens and the First Lien Obligations) to the
same extent as all other Liens, securing the Second Lien Obligations (created pursuant to the
Second Lien Security Documents) subject to this Agreement.



     Section 3.07. Cooperation. The Second Lien Agent, on behalf of itself and the other Second
Lien Secured Parties, agrees that each of them shall take such actions as the Collateral Agent or
the First Lien Agent shall reasonably request in connection with the exercise by the Collateral
Agent or the First Lien Secured Parties of their rights set forth herein.



     Section 3.08. No Additional Rights For the Borrowers Hereunder. Except as provided in
Section 3.09, if any First Lien Secured Party or Second Lien Secured Party shall enforce its rights
or remedies in violation of the terms of this Agreement, the Borrowers shall not be entitled to use
such violation as a defense to any action by any First Lien Secured Party or Second Lien Secured
Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against
any First Lien Secured Party or Second Lien Secured Party.


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     Section 3.09. Actions Upon Breach.



     (a) If any Second Lien Secured Party, contrary to this Agreement, commences or participates in
any action or proceeding against the Borrowers or the Collateral, the Borrowers, with the prior
written consent of the First Lien Agent, may interpose as a defense or dilatory plea the making of
this Agreement, and any First Lien Secured Party may intervene and interpose such defense or plea
in its or their name or in the name of either Borrower or both Borrowers, as applicable.



     (b) Should any Second Lien Secured Party, contrary to this Agreement, in any way take, attempt
to or threaten to take any action with respect to the Collateral (including, without limitation,
any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take
any action required by this Agreement, any First Lien Secured Party (in its or their own name or in
the name of either Borrower or both Borrowers, as applicable) or the Borrowers, as applicable, may
obtain relief against such Second Lien Secured Party by injunction, specific performance and/or
other appropriate equitable relief, it being understood and agreed by the Second Lien Agent on
behalf of each Second Lien Secured Party that (i) the First Lien Secured Parties’ damages from its
actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second
Lien Secured Party waives any defense that the Borrowers and/or the First Lien Secured Parties
cannot demonstrate damage and/or be made whole by the awarding of damages.



ARTICLE 4 APPLICATION OF PROCEEDS OF COLLATERAL;

DISPOSITIONS AND RELEASES OF COLLATERAL; INSPECTION AND INSURANCE




     Section 4.01. Notices under Related Documents.



     (a) Each Secured Party agrees: (i) to deliver to Collateral Agent, at the same time it makes
delivery to the Obligor, a copy of any notice of default, notice of intent to accelerate or notice
of acceleration with respect to any of the Obligations subject to this Agreement; and (ii) to
deliver to Collateral Agent, at the same time it makes delivery to any other Person, a copy of any
notice of the commencement of any judicial proceeding and a copy of any other notice with respect
to the exercise of remedies with respect to the Obligations subject to this Agreement.



     (b) Collateral Agent shall deliver to each Secured Party (or their designated representative
if a group) promptly upon receipt thereof (and in any event within two Business Days), duplicates
or copies of any notice received by it under Section 4.01(a) and all notices, requests and other
instruments received by Collateral Agent under or pursuant to this Agreement or any Security
Document, to the extent that the same shall not have been previously furnished to such Secured
Party pursuant hereto or thereto.



     Section 4.02. Voting Procedure.



     (a) When this Agreement requires or permits a vote prior to the First Lien Obligations Payment
Date, the Collateral Agent shall poll each First Lien Secured Party in order to determine the vote
of First Lien Secured Parties holding more than 662/3% of the total dollar value of First Lien
Obligations owing at the time of such poll (“Required First Lien Secured Parties”). Such majority
vote shall be binding upon all First Lien Secured Parties, whether they voted with the majority or
not. The Obligor and First Lien Secured Parties may rely on Collateral Agent with regard to any
such vote without any duty of further inquiry.



     (b) After the occurrence of the First Lien Obligations Payment Date, the Collateral Agent
shall poll each Second Lien Secured Party in order to determine the vote of Second Lien Secured
Parties holding at least 51% of the total dollar value of Second Lien Obligations owing at the time
of such poll.


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Such majority vote shall be binding upon all Second Lien Secured Parties, whether they voted
with the majority or not. The Obligor and Second Lien Secured Parties may rely on Collateral Agent
with regard to any such vote without any duty of further inquiry.




     (c) For purposes of this Section 4.02, in determining the total dollar value of First Lien
Obligations or the total dollar value of Second Lien Obligations with respect to any Lender Hedging
Agreement, the methodology specified in Clause “THIRD” of Section 4.03(a) shall be used to
calculate the total dollar value of any Lender Hedging Agreement.



     Section 4.03. Application of Proceeds; Turnover Provisions. Upon the occurrence and during
the continuance of a Triggering Event and following any Enforcement Action, all proceeds of
Collateral (including without limitation any interest earned thereon but net of any taxes,
assessments or prior Liens) resulting from the sale, collection or other disposition of Collateral
in connection with or resulting from any Enforcement Action, and whether or not pursuant to an
Insolvency Proceeding, shall be promptly distributed by the Collateral Agent in the following order
of priority:



     (a) first, with respect to the First Lien Obligations, to the First Lien Agent for application
to the First Lien Obligations, until the First Lien Obligations Payment Date has occurred, in the
following order of priority:




     (1) FIRST: to the payment of enforcement expenses incurred by the Collateral Agent;




     (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the
First Lien Agent or First Lien Lenders have not been paid or reimbursed in accordance with
the First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien
Lender or the First Lien Agent shall be, on any date of determination, that proportion which
the portion of the total fees, expenses and indemnities owed to such First Lien Lender or
the First Lien Agent bears to the total aggregate fees, expenses and indemnities owed to all
First Lien Lenders and the First Lien Agent on such date of determination);




     (3) THIRD: to the ratable payment of accrued and unpaid letter of credit fees, the
outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid
interest on, and principal of, the outstanding amount of loans and the outstanding amount of
obligations under Lender Hedging Agreements (it being understood that for purposes of this
clause (3) 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 subsection, “ratable payment” means for
any First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging
Agreements), on any date of determination, that proportion which the outstanding amount of
accrued and unpaid letter of credit fees, unreimbursed drawings under letters of credit,
accrued and unpaid interest on, and principal of, the outstanding amount of loans and the
outstanding amount of obligations under Lender Hedging Agreements owed to such First Lien
Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements) bears to
the outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings
under letters of credit, accrued and unpaid interest on, and principal of, the outstanding
amount of loans and the outstanding amount of obligations under Lender Hedging Agreements
owed to all First Lien Lenders)(and First Lien Lender Affiliates, in the case of Lender
Hedging Agreements);




     (4) FOURTH: to cash collateralize the letters of credit; and


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     (5) FIFTH: to the payment of the remaining First Lien Obligations, if any, in the order
and manner the Required First Lien Secured Parties deem appropriate; and



     (b) after the First Lien Obligations Payment Date has occurred and the First Lien Obligations
have been repaid in full, to the Second Lien Agent for application to the Second Lien Obligations
in accordance with the terms of the Second Lien Documents.



     Section 4.04. Payments by Collateral Agent. All payments hereunder by Collateral Agent to
First Lien Agent, for the benefit of First Lien Lenders, and Second Lien Agent, for the benefit of
Second Lien Lenders, shall be for distribution in the manner set forth in the First Lien Agreement
or Second Lien Agreement, respectively. In the event any other payment is due to a group of
Secured Parties under a Principal Agreement to which they are a party, Collateral Agent shall make
such payment to their representative for distribution by it in accordance with the terms of such
Principal Agreement.



     Section 4.05. Notice of Amount of Obligations. Upon receipt of any proceeds of Collateral
to be distributed pursuant to Section 4.03, Collateral Agent shall give Secured Parties notice
thereof, and each Secured Party (or its representative) shall within five (5) Business Days notify
Collateral Agent of the amount of Obligations owing to it or its group. Such notification shall
state the amount of its (or their) Obligations and how much is then due and owing. If requested by
Collateral Agent, each Secured Party (or its representative) shall demonstrate that the amounts set
forth in its notice are actually owing to such Secured Party to the satisfaction of Collateral
Agent. Notwithstanding the foregoing, Collateral Agent may conclusively rely on information in
such notices without investigation.



     Section 4.06. Pro Rata Treatment; Participations. It is agreed that (a) prior to the
occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive
and retain for its own account, and shall never be required to disgorge to Collateral Agent or any
other Secured Party hereunder or acquire direct or participating interests in such Secured Party’s
Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase
of principal, interest, fees and premium, if any, settlement payments and any other payments in
respect of the First Lien Documents or Second Lien Documents, all in compliance with the terms
thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement
dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively), and (b) after
the occurrence and during the continuance of a Triggering Event, all proceeds shall be applied by
Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth in
Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien
Secured Parties to be shared ratably by them. In the event that any First Lien Secured Party shall
obtain payment after the occurrence and during the continuance of a Triggering Event, whether in
whole or in part, from proceeds (other than payments made by Collateral Agent in accordance with
Section 4.03 in respect of its portion of the First Lien Obligations, such First Lien Secured Party
shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii)
purchase for cash from such other First Lien Secured Party(ies) holding a First Lien Obligation a
participation in such Obligations held by such other First Lien Secured Party(ies) holding a First
Lien Obligation in the priority set forth in Section 4.03. Each Obligor expressly consents to the
foregoing arrangements and agrees that any Secured Party holding such a participation may exercise
any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys
owing by the Obligor to such Secured Party as fully as if such Secured Party had made a loan
directly to the Obligor in the amount of such participation.



     Section 4.07. Release of Collateral.



     (a) Collateral Agent may not release any Collateral under any of the First Lien Security
Documents, except (i) Collateral destroyed, lost, worn out, damaged or having only salvage value or
no


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longer used or useful in the business in which it is used, (ii) to the extent that the Obligor
has provided replacement Collateral and (iii) releases of Collateral permitted by Section 7.07 of
the First Lien Credit Agreement.




     (b) The release of any Collateral from the terms of the Security Documents shall not be deemed
to impair the security under the Security Documents in contravention of the provisions thereof if
and to the extent the Collateral is released pursuant to Section 4.07 and the Security Documents.



     Section 4.08. Releases of Second Lien.



     (a) Upon any release, sale or disposition of Collateral permitted pursuant to the terms of
Section 4.07 that results in the release of the First Lien on any Collateral (including without
limitation any sale or other disposition pursuant to any Enforcement Action), the Second Lien on
such Collateral (but not on any proceeds of such Collateral not required to be paid to the First
Lien Secured Parties) shall be automatically and unconditionally released with no further consent
or action of any Person; provided, however, that the Second Lien shall not be
released without the consent of the Second Lien Agent in the case of an Enforcement Action, as to
any Collateral the net proceeds of the disposition of which will not be applied to repay (and, to
the extent applicable, to reduce permanently commitments with respect to) the First Lien
Obligations. The First Lien Agent hereby appoints the Collateral Agent and any officer or duly
authorized person of the Collateral Agent, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power of attorney in the place and stead of the First Lien
Agent and in the name of the First Lien Agent or in the Collateral Agent’s own name, from time to
time, in the Collateral Agent’s sole discretion, for the purposes of carrying out the terms of this
Section, to take any and all appropriate action and to execute and deliver any and all documents
and instruments as may be necessary or desirable to accomplish the purpose of this Section,
including, without limitation, any financing statements, endorsements, assignments, releases or
other documents or instruments of transfer (which appointment, being coupled with an interest, is
irrevocable).



     (b) The Second Lien Agent shall promptly execute and deliver such release documents and
instruments and shall take such further actions as the First Lien Agent shall reasonably request to
evidence any release of the Second Lien described in Section 4.08(a). The Second Lien Agent hereby
appoints the Collateral Agent and the First Lien Agent and any officer or duly authorized person of
the Collateral Agent or the First Lien Agent, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the
Second Lien Agent and in the name of the Second Lien Agent or in the Collateral Agent’s or the
First Lien Agent’s own name, from time to time, in the Collateral Agent’s or the First Lien Agent’s
sole discretion, for the purposes of carrying out the terms of this Section, to take any and all
appropriate action and to execute and deliver any and all documents and instruments as may be
necessary or desirable to accomplish the purpose of this Section, including, without limitation,
any financing statements, endorsements, assignments, releases or other documents or instruments of
transfer (which appointment, being coupled with an interest, is irrevocable).


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     Section 4.09. Form and Sufficiency of Release. In the event that (a) the Obligor has sold,
exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral in compliance with the Principal Agreements, and (b) the Obligor
requests, pursuant to the Security Documents or the Principal Agreements, Collateral Agent to
furnish a written disclaimer, release or quit-claim of any interest in such property under the
Security Documents, then Collateral Agent, in its capacity as such under the Security Documents,
shall execute, acknowledge and deliver to the Obligor (in proper form) such an instrument promptly
after satisfaction of the conditions set forth in Section 4.07 hereof for delivery of any such
release.



     Section 4.10. Inspection Rights and Insurance.



     (a) In connection with any Enforcement Action with respect to the First Lien Obligations, the
First Lien Security Documents and the other First Lien Documents, any First Lien Secured Party and
its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with
the Collateral, and the Collateral Agent or the First Lien Agent may advertise and conduct public
auctions or private sales of the Collateral, in each case without notice to, the involvement of, or
interference by, any Second Lien Secured Party or liability to any Second Lien Secured Party.



     (b) In connection with any Enforcement Action with respect to the Second Lien Obligations, the
Second Lien Security Documents and the other Second Lien Documents, any Second Lien Secured Party
and its representatives and invitees may, consistent with the terms and limitations on Second Lien
Agent and Second Lien Secured Parties imposed hereby, at any time inspect, repossess, remove and
otherwise deal with the Collateral, and the Collateral Agent or the Second Lien Agent may advertise
and conduct public auctions or private sales of the Collateral, in each case after notice to the
First Lien Agent.



     (c) Until the First Lien Obligations Payment Date has occurred, the Collateral Agent, for the
benefit of Secured Parties, will have the sole and exclusive right (i) to be named as additional
insured and loss payee under any insurance policies maintained from time to time by the Obligor;
(ii) to adjust or settle any insurance policy or claim covering the Collateral in the event of any
loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding
affecting the Collateral.



ARTICLE 5 INSOLVENCY PROCEEDINGS




     Section 5.01. Filing of Motions. Until the First Lien Obligations Payment Date has
occurred, the Second Lien Agent agrees on behalf of itself and the other Second Lien Secured
Parties that no Second Lien Secured Party shall, in or in connection with any Insolvency
Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any
nature, or otherwise take any action whatsoever, in each case in respect of any of the Collateral,
including, without limitation, with respect to the determination of any Liens or claims held by the
Collateral Agent, the First Lien Agent (including the validity and enforceability thereof) or any
other First Lien Secured Party or the value of any claims of such parties under Section 506(a) of
the Bankruptcy Code or otherwise; provided that, in accordance with and subject to the
limitations contained in this Agreement, and only if consistent with the terms and limitations on
Second Lien Agent and Second Lien Secured Parties imposed hereby:



     (a) in any Insolvency Proceeding, Second Lien Agent may file a claim or statement of interest
with respect to the Second Lien Obligations;



     (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the
First Lien Obligations or adverse to the rights of any First Lien Secured Party with respect
thereto, in order to preserve or protect Liens on Collateral securing the Second Lien Obligations;


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     (c) Second Lien Secured Parties may file any necessary responsive or defensive pleadings in
opposition to any motion, claim, adversary proceeding or other pleading made by any Person
objecting to or otherwise seeking the disallowance of claims of Second Lien Secured Parties
including, without limitation, claims secured by Collateral, if any; it being agreed and understood
that the Standstill Period shall be tolled during the pendency of any Insolvency Proceeding;



     (d) in any Insolvency Proceeding, Second Lien Secured Parties may file any pleadings,
objections, motions or agreements which assert rights or interests available to unsecured creditors
of Obligor arising under the Bankruptcy Code or other bankruptcy, insolvency, reorganization,
receivership or similar law; and



     (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective
rights and remedies with respect to Collateral after the expiration of any Standstill Period.



     Section 5.02. Financing Matters. If the Obligor becomes subject to any Insolvency
Proceeding, and if the Collateral Agent, the First Lien Agent or the First Lien Secured Parties
desire to consent (or not object) to the sale, use or lease of cash or other Collateral under the
Bankruptcy Code or to provide financing to the Obligor under the Bankruptcy Code or to consent (or
not object) to the provision of such financing to the Obligor by any third party (“DIP Financing”),
then the Second Lien Agent agrees, on behalf of itself and the other Second Lien Secured Parties,
that each Second Lien Secured Party (i) will be deemed to have consented to, will raise no
objection to, nor support any other Person objecting to, the sale, use or lease of such cash or
other Collateral or to such DIP Financing, (ii) will not request or accept any form of adequate
protection or any other relief in connection with the sale, use or lease of such cash or other
Collateral or such DIP Financing except as set forth in Section 5.04 below, (iii) will subordinate
(and will be deemed hereunder to have subordinated) the Second Liens (x) to such DIP Financing with
the same terms and conditions as the First Liens are subordinated thereto (and such subordination
will not alter in any manner the terms of this Agreement), (y) to any adequate protection provided
to the First Lien Secured Parties and (z) to any “carve-out” for professional and United States
Trustee fees agreed to by the Collateral Agent, the First Lien Agent or the First Lien Secured
Parties, and (iv) agrees that notice received three (3) Business Days prior to the entry of an
order approving such usage of cash collateral or approving such financing shall be adequate notice.



     Section 5.03. Relief From the Automatic Stay. Except as permitted pursuant to Section
5.01(e), the Second Lien Agent agrees, on behalf of itself and the other Second Lien Secured
Parties, that none of them will seek relief from the automatic stay or from any other stay in any
Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any
Collateral, without the prior written consent of the Collateral Agent and First Lien Agent.



     Section 5.04. Adequate Protection. The Second Lien Agent, on behalf of itself and the
other Second Lien Secured Parties, agrees that none of them shall object, contest, or support any
other Person objecting to or contesting, (i) any request by the Collateral Agent, the First Lien
Agent or the First Lien Secured Parties for adequate protection or (ii) any objection by the
Collateral Agent, the First Lien Agent or any other First Lien Secured Party to any motion, relief,
action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of
interest, fees, expenses or other amounts to the Collateral Agent or the First Lien Agent or any
other First Lien Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise.
Notwithstanding anything contained in this Section and in Section 5.02, in any Insolvency
Proceeding, (x) the Second Lien Agent and the Second Lien Secured Parties, may seek, support,
accept or retain adequate protection (A) only if the First Lien Secured Parties are granted
adequate protection that includes replacement Liens on additional collateral and superpriority
claims and the First Lien Secured Parties do not object to the adequate protection being
provided to the Second Lien Secured Parties and (B) solely in the form of (a) a replacement Lien on
such additional


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collateral, subordinated to the Liens securing the First Lien Obligations and any DIP Financing on
the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the
First Lien Obligations under this Agreement and (b) superpriority claims junior in all respects to
the superpriority claims granted to the First Lien Secured Parties, and (y) in the event the Second
Lien Agent, on behalf of itself and the Second Lien Secured Parties, receives adequate protection,
including in the form of additional collateral, then the Second Lien Agent, on behalf of itself or
any of the Second Lien Secured Parties, agrees that the First Lien Secured Parties shall have a
senior Lien and claim on such adequate protection as security for the First Lien Obligations and
that any Lien on any additional collateral securing the Second Lien Obligations shall be
subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP
Financing and any other Liens granted to the First Lien Secured Parties as adequate protection,
with such subordination to be on the same terms that the other Liens securing the Second Lien
Obligations are subordinated to the Liens securing such First Lien Obligations under this
Agreement.




     Section 5.05. Avoidance Issues. If any First Lien Secured Party is required in any
Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the
Obligor, because such amount was avoided or ordered to be paid or disgorged for any reason,
including without limitation because it was found to be a fraudulent or preferential transfer, any
amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of
set-off or otherwise, then (i) such First Lien Secured Party shall have a claim under Section 4.03
as if payment in respect of such amount had never been made by the Collateral Agent to such First
Lien Secured Party; provided, however, that any amounts payable by Collateral Agent
to a First Lien Secured Party pursuant to this Section 5.05 shall be payable solely from proceeds
of Collateral, if any, and no First Lien Secured Party shall acquire direct or participating
interests in such First Lien Secured Party’s Obligations or be required to pay to Collateral Agent,
such First Lien Secured Party or any other Person any amounts in respect of any such amounts and
(ii) the First Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be
outstanding as if such payment had not occurred and the First Lien Obligations Payment Date shall
be deemed not to have occurred. If this Agreement shall have been terminated prior to such
Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination
shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties
hereto until such time as the First Lien Obligations Payment Date shall have fully and finally
occurred with respect to all such reinstated First Lien Obligations. The Second Lien Agent, on
behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall be
entitled to benefit from any avoidance action affecting or otherwise relating to any distribution
or allocation made in accordance with this Agreement, whether by preference or otherwise, it being
understood and agreed that the benefit of such avoidance action otherwise allocable to them shall
instead be allocated and turned over for application in accordance with the priorities set forth in
this Agreement.



     Section 5.06. Asset Dispositions in an Insolvency Proceeding. Neither the Second Lien
Agent nor any other Second Lien Secured Party shall, in an Insolvency Proceeding or otherwise,
oppose any sale or disposition of any assets of the Obligor that is supported by the Required First
Lien Secured Parties, and the Second Lien Agent and each other Second Lien Secured Party will be
deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale
supported by the Required First Lien Secured Parties and to have released their Liens in such
assets.



     Section 5.07. Grants of Security and Separate Classification. Each Second Lien Secured
Party acknowledges and agrees that (i) the grants of Liens under any Security Documents that secure
both the First Lien Obligations and the Second Lien Obligations constitute Liens in favor of the
Collateral Agent for the benefit of both the First Lien Secured Parties and the Second Lien Secured
Parties, (ii) any grants of Liens pursuant to separate First Lien Security Documents and Second
Lien Security Documents constitute two separate and distinct grants of Liens, and (iii) because of,
among other things, their


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differing rights in the Collateral, the Second Lien Obligations are fundamentally different from
the First Lien Obligations and must be separately classified in any plan of reorganization proposed
or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as
provided in the immediately preceding sentence, if it is held that the claims of the First Lien
Secured Parties and Second Lien Secured Parties in respect of the Collateral constitute only one
secured claim (rather than separate classes of senior and junior secured claims), then the Second
Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there
were separate classes of senior and junior secured claims against the Obligor in respect of the
Collateral, with the effect being that, to the extent that the aggregate value of the Collateral is
sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties), the
First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them
in respect of principal, pre-petition interest and other claims, all amounts owing in respect of
Post-Petition Interest before any distribution is made in respect of the claims held by the Second
Lien Secured Parties, with the Second Lien Secured Parties hereby acknowledging and agreeing to
turn over to the First Lien Secured Parties amounts otherwise received or receivable by them to the
extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of
reducing the claim or recovery of the Second Lien Secured Parties.




     Section 5.08. No Waivers of Rights of First Lien Secured Parties. Nothing contained herein
shall prohibit or in any way limit the Collateral Agent, the First Lien Agent or any other First
Lien Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by
any Second Lien Secured Party, including the seeking by any Second Lien Secured Party of adequate
protection or the asserting by any Second Lien Secured Party of any of its rights and remedies
under the Second Lien Documents or otherwise, except with respect to such actions expressly
permitted hereby.



     Section 5.09. Plans of Reorganization. No Second Lien Secured Party shall support or vote
in favor of any plan of reorganization (and each shall be deemed to have voted to reject any plan
of reorganization) unless such plan (i) pays off, in cash in full, all First Lien Obligations or
(ii) is accepted by the class of holders of First Lien Obligations voting thereon and is supported
by the First Lien Agent.



     Section 5.10. Other Matters. To the extent that the Second Lien Agent or any Second Lien
Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with
respect to any of the Collateral, the Second Lien Agent agrees, on behalf of itself and the other
Second Lien Secured Parties not to assert any of such rights without the prior written consent of
the First Lien Agent; provided that if requested by the First Lien Agent, the Second Lien
Agent shall timely exercise such rights in the manner requested by the First Lien Agent, including
any rights to payments in respect of such rights.



     Section 5.11. Effectiveness in Insolvency Proceedings. This Agreement, which the parties
hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy
Code, shall be effective before, during and after the commencement of Insolvency Proceeding. All
references in this Agreement to the Obligor shall include the Obligor as a debtor-in-possession and
any receiver or trustee for the Obligor in any Insolvency Proceeding.



ARTICLE 6 SECOND LIEN DOCUMENTS AND FIRST LIEN DOCUMENTS.




     Section 6.01. Restriction on Second Lien Document Amendments. Each Obligor and the Second
Lien Agent, on behalf of itself and the Second Lien Secured Parties, agrees that it shall not at
any time execute or deliver any amendment or other modification to any of the Second Lien Documents
inconsistent with or in violation of this Agreement.


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     Section 6.02. Restriction on First Lien Document Amendment. Obligor and the First Lien
Agent, on behalf of itself and the First Lien Secured Parties, agrees that it shall not at any time
execute or deliver any amendment or other modification to any of the First Lien Documents
inconsistent with or in violation of this Agreement.



     Section 6.03. Application of First Lien Security Document Amendments to Second Lien Security
Documents. In the event the First Lien Agent enters into any amendment, waiver or consent in
respect of any of the First Lien Security Documents for the purpose of adding to, or deleting from,
or waiving or consenting to any departures from any provisions of, any First Lien Security Document
or changing in any manner the rights of any parties thereunder, then such amendment, waiver or
consent shall apply automatically to any comparable provision of the Comparable Second Lien
Security Document without the consent of or action by any Second Lien Secured Party (with all such
amendments, waivers and modifications subject to the terms hereof); provided that (other
than with respect to amendments, modifications or waivers that secure additional extensions of
credit and add additional secured creditors and do not violate the express provisions of the Second
Lien Agreements), (A) no such amendment, waiver or consent shall have the effect of removing assets
subject to the Lien of any Second Lien Security Document, except to the extent that a release of
such Lien is permitted by Section 4.08, (B) any such amendment, waiver or consent that materially
and adversely affects the rights of the Second Lien Secured Parties and does not affect the First
Lien Secured Parties in a like or similar manner shall not apply to the Second Lien Security
Documents without the consent of the Second Lien Agent and (C) notice of such amendment, waiver or
consent shall be given to the Second Lien Agent no later than 30 days after its effectiveness;
provided that the failure to give such notice shall not affect the effectiveness and
validity thereof.



     Section 6.04. Restriction on Second Lien Agreement Amendments. Unless a similar amendment,
supplement or modification to the applicable First Lien Agreement(s) has been or is concurrently
being made, without the prior written consent of the First Lien Agent, no Second Lien Agreement may
be amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Second Lien Agreement, would (i) contravene the
provisions of this Agreement; (ii) add Collateral (unless such Collateral is also provided to the
Collateral Agent on behalf of Secured Parties or the First Lien Agent), or (iii) confer any
additional rights on the Second Lien Secured Parties which would be adverse to the First Lien
Secured Parties.



     Section 6.05. Authorization of Actions to be Taken by Collateral Agent under the Security
Documents. Subject to the provisions of the applicable Security Document and this Agreement,
(a) Collateral Agent may, in its sole discretion and without the consent of Secured Parties, take
all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the
Security Documents and (ii) collect and receive any and all amounts payable in respect of the First
Lien Obligations or Second Lien Obligations and (b) Collateral Agent shall have power to institute
and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of
the Collateral by any act that may be unlawful or in violation of the Security Documents or the
First Lien Documents, and such suits and proceedings as Collateral Agent may deem expedient to
preserve or protect its interests and the interests of Secured Parties in the Collateral (including
the power to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest thereunder or be prejudicial to the interests of
Secured Parties). Notwithstanding the above, Collateral Agent may choose not to take any action
authorized by this Section 6.05 until it receives written direction from Secured Parties.



     Section 6.06. Authorization of Receipt of Funds by Collateral Agent under Security
Documents. Collateral Agent is authorized to receive any funds for the benefit of Secured
Parties


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distributed under the Security Documents, and to make further distributions of such funds to
Secured Parties in accordance with the provisions of this Agreement.




     Section 6.07. Property of Obligor and Owners. Each of the First Lien Agent, for itself and
on behalf of the First Lien Lenders, and Second Lien Agent, for itself and on behalf of the Second
Lien Lenders, agrees all the provisions of this Agreement shall apply to any and all properties and
rights of the Obligor against which Collateral Agent (in its capacity as such) or any Secured Party
at any time acquires a right of set-off or Lien pursuant to the Security Documents, the Principal
Agreements or a judgment thereunder, including without limitation, real property or rights in, on
or over real property, notwithstanding any provision to the contrary in any mortgage, leasehold
mortgage or other document purporting to grant or perfect any Lien in favor of any Secured Party or
Collateral Agent.



     Section 6.08. Secured Party Dealings; Good Faith. Nothing contained in this Agreement
shall prevent any Secured Party from dealing directly or negotiating with any other Secured Party
for any purpose, including, but not limited to, the purpose of attempting to reach agreement as to
any vote or proposed vote relating to Collateral Agent’s actions hereunder, whether or not any
Triggering Event or other “Default”, “Event of Default” or “Termination Event” has occurred under
the Principal Agreements.



     Section 6.09. Intentionally Deleted.



ARTICLE 7 RELIANCE; WAIVERS, ETC.




     Section 7.01. Reliance. The First Lien Documents are deemed to have been executed and
delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in
reliance upon this Agreement. The Second Lien Agent, on behalf of itself and the Second Lien
Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by
the First Lien Agent and the First Lien Secured Parties. The Second Lien Documents are deemed to
have been executed and delivered, and all extensions of credit thereunder are deemed to have been
made or incurred, in reliance upon this Agreement. The First Lien Agent, on behalf of itself and
the First Lien Secured Parties, expressly waives all notices of the acceptance of and reliance on
this Agreement by the Second Lien Agent and the Second Lien Secured Parties.



     Section 7.02. No Warranties or Liability. The Second Lien Agent and the First Lien Agent
acknowledge and agree that neither has made any representation or warranty with respect to the
execution, validity, legality, completeness, collectability or enforceability of any First Lien
Document or any Second Lien Document, nor has the Collateral Agent made any such representations or
warranties with respect to the Security Documents. Except as otherwise provided in this Agreement,
the Second Lien Secured Parties and the First Lien Secured Parties will be entitled to manage and
supervise their respective extensions of credit to the Obligor in accordance with law and their
usual practices, modified from time to time as they deem appropriate.



     Section 7.03. No Waivers. No right or benefit of any party hereunder shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of such party or any
other party hereto or by any noncompliance by the Obligor with the terms and conditions of any of
the First Lien Documents or the Second Lien Documents.



ARTICLE 8 OBLIGATIONS UNCONDITIONAL.




     Section 8.01. First Lien Obligations Unconditional. All rights of the Collateral Agent (on
behalf of the First Lien Secured Parties) and the First Lien Agent hereunder, and all agreements
and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties) and the
Second Lien


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Agent and the Borrowers (to the extent applicable) hereunder, shall remain in full force and effect
irrespective of:




     (a) any lack of validity or enforceability of any First Lien Document;



     (b) any change in the time, place or manner of payment of, or in any other term of, all or any
portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by
course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any
First Lien Document;



     (c) prior to the First Lien Obligations Payment Date, any exchange, release, voiding,
avoidance or non-perfection of any security interest in any Collateral or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or
any refinancing, replacement, refunding or restatement of all or any portion of the First Lien
Obligations or any guarantee or guaranty thereof; or



     (d) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, the Obligor in respect of the First Lien Obligations, or the Second Lien Agent, or
the Obligor, to the extent applicable, in respect of this Agreement.



     Section 8.02. Second Lien Obligations Unconditional. All rights and interests of the
Collateral Agent (on behalf of the Second Lien Secured Parties) and Second Lien Agent under this
Agreement, and all agreements and obligations of the Collateral Agent (on behalf of the First Lien
Secured Parties), the First Lien Agent and the Borrowers (to the extent applicable), hereunder,
shall remain in full force and effect irrespective of:



     (a) any lack of validity or enforceability of any Second Lien Document;



     (b) any change in the time, place or manner of payment of, or in any other term of, all or any
portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by
course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any
Second Lien Document;



     (c) any exchange, release, voiding, avoidance or non-perfection of any security interest in
any Collateral, or any release, amendment, waiver or other modification, whether by course of
conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any
portion of the Second Lien Obligations or any guarantee or guaranty thereof; or



     (d) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, the Obligor in respect of the Second Lien Obligations, or of the First Lien Agent or
the Obligor, to the extent applicable, in respect of this Agreement.



ARTICLE 9 MISCELLANEOUS.




     Section 9.01 Authority. The parties hereto represent and warrant that they have all
requisite power to, and have been duly authorized to, enter into this Agreement.



     Section 9.02 Termination/Withdrawal/Redesignation of Contracts . Subject to Section 5.05
and Section 9.02(b), this Agreement shall terminate upon receipt by Collateral Agent of evidence
satisfactory to it that (i) all First Lien Obligations have been paid in full and all obligations
in respect of


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the Principal First Lien Agreements have been satisfied in full, and (ii) the termination of the
Principal First Lien Agreements and the First Lien Security Documents has occurred pursuant to the
terms thereof.




     Section 9.03. Conflicts. In the event of any conflict between the provisions of this
Agreement and the provisions of any First Lien Document or any Second Lien Document, the provisions
of this Agreement shall govern.



     Section 9.04. Marshaling. Collateral Agent shall not be required to marshal any present or
future security (including without limitation any Collateral described in any of the Security
Documents), or guaranties of the Obligations or any part or portion thereof, or to resort to such
Collateral or guaranties in any particular order; and all rights in respect of such Collateral and
guaranties shall be cumulative and in addition to all other rights, however existing or arising.
To the extent that it lawfully may, the Obligor hereby agrees that it will not invoke any law
relating to the marshaling of collateral which might cause delay or impede the enforcement of
Secured Parties’ rights under any Principal Agreement or the Security Documents or under any other
instrument evidencing any of the Obligations or under which any of the Obligations is outstanding
or by which any of the Obligations is secured or guaranteed.



     Section 9.05 Intentionally Deleted.



     Section 9.06. Continuing Nature of Provisions. This Agreement shall continue to be
effective, and shall not be revocable by any party hereto, until the First Lien Obligations Payment
Date shall have occurred. This is a continuing agreement and the First Lien Secured Parties and
the Second Lien Secured Parties may continue, at any time and without notice to the other parties
hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness
to, or for the benefit of, the Borrowers or any other Obligor on the faith hereof.



     Section 9.07. Amendments. Amendments, modifications, supplements, waivers, consents and
approvals of or in connection with:



     (a) this Agreement and any Security Document may be effectuated only upon the written consent
of Collateral Agent, First Lien Agent and Second Lien Agent, for and on behalf of First Lien
Secured Parties and Second Lien Secured Parties, respectively; provided, however,
that (i) releases of Collateral (other than in accordance with the terms of this Agreement)
requires approval of Collateral Agent, First Lien Agent and Second Lien Agent, (ii) waiver of a
First Lien Triggering Event requires approval of First Lien Agent, (iii) waiver of a Second Lien
Triggering Event requires approval of Second Lien Agent, (iv) release of the Obligor (other than in
connection with payment in full of the First Lien Obligations, in which event release is automatic)
requires approval of First Lien Agent, and (v) release of PESC or MidContinent under any Second
Lien Document (other than in connection with payment in full of the Second Lien Obligations, in
which event release is automatic) requires approval of Second Lien Agent;



     (b) any Security Document may be effectuated only upon the written consent of Collateral
Agent, First Lien Agent and Second Lien Agent, for and on behalf of First Lien Secured Parties and
Second Lien Secured Parties, respectively, including any amendment if the effect thereof would be
(i) to secure indebtedness or obligations owed in favor of any other creditor or groups of
creditors, (ii) to change the priority of or subordinate the Liens created thereby, (iii) to modify
any material remedy provided for therein;



     (c) the Principal Agreements shall not be affected by this Agreement and any provision of the
Principal Agreements may be amended, modified, supplemented, waived, consented to and approved as
provided by the terms of such Principal Agreement; and


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     (d) this Agreement or any Security Document that would have the effect of increasing Obligor’s
obligations and indemnities hereunder or materially affect its rights or duties under this
Agreement or the Security Documents, shall be effectuated only with the written consent of Obligor.



     Section 9.08. Information Concerning Financial Condition of the Borrowers. Each of the
Second Lien Agent and the First Lien Agent hereby assume responsibility for keeping itself informed
of the financial condition of the Borrowers and all other circumstances bearing upon the risk of
nonpayment of the First Lien Obligations or the Second Lien Obligations. Each of the Second Lien
Agent and the First Lien Agent hereby agree that no party shall have any duty to advise any other
party of information known to it regarding such condition or any such circumstances. In the event
the Second Lien Agent or the First Lien Agent, in its sole discretion, undertakes at any time or
from time to time to provide any information to any other party to this Agreement, it shall be
under no obligation (A) to provide any such information to such other party or any other party on
any subsequent occasion, (B) to undertake any investigation not a part of its regular business
routine, or (C) to disclose any other information.



     Section 9.09. Payment of Expenses and Taxes; Indemnification.
Borrowers jointly and severally agree, subject to the $1,000,000 aggregate expense cap set
forth in Section 10.04 of the First Lien Agreement and the other terms and provisions thereof, (a)
to pay or reimburse Collateral Agent for all of its out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Transaction Documents and any other documents
prepared in connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and disbursements of
counsel to Collateral Agent and filing and recording fees and expenses, with statements with
respect to the foregoing to be submitted to Borrowers prior to the Effective Date (in the case of
amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or
such other periodic basis as Collateral Agent shall deem appropriate, (b) to pay or reimburse each
Secured Party and Collateral Agent for all of their respective costs and expenses incurred in
connection with the enforcement or preservation of any rights under this Agreement, the other
Transaction Documents and any such other documents, including the fees and disbursements of counsel
(and other agents and professionals), to each Secured Party and to Collateral Agent, (c) to pay,
indemnify, and hold each Secured Party and Collateral Agent harmless from and against, any and all
recording and filing fees and any and all liabilities with respect to, or resulting from any delay
in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the other Transaction Documents and any such other
documents, and (d) to pay, indemnify, and hold each Secured Party and Collateral Agent and their
respective officers, directors, employees, Affiliates, agents and controlling persons (each, an
“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Transaction Documents and any such other documents,
including any of the foregoing relating to the use of proceeds of the note or the violation of,
noncompliance with or liability under, any environmental law 


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applicable to the operations of the Borrowers, any of their respective subsidiaries or any of
the Collateral and the reasonable fees and expenses of legal counsel in connection with claims,
actions or proceedings by any Indemnitee against the Borrowers under any Transaction Document (all
the foregoing in this Clause (d), collectively the “Indemnified Liabilities”); provided,
that no Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by
applicable law, the Borrowers agree not to assert and to cause their respective subsidiaries not to
assert, and hereby waive and agree to cause their respective subsidiaries to so waive, all rights
for contribution or any other rights of recovery with respect to all claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or
related to environmental laws, that any of them might have by statute or otherwise against any
Indemnitee. Without limiting any provision of this Agreement or of any other Transaction Document,
it is the express intention of the parties hereto that each Indemnitee shall be indemnified from
and held harmless against any and all Indemnified Liabilities arising out of or resulting from the
sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall
be payable promptly and in any event, not later than 10 days after written demand therefor.
Statements payable by Borrowers pursuant to this Section 9.09 shall be submitted to Borrowers at
the address of Borrowers set forth in Section 9.12, or to such other Person or address as may be
hereafter designated by the Borrowers in a written notice to Collateral Agent. The Agreements in
this Section 9.09 shall survive repayment of the First Lien Obligations and all amounts payable
hereunder.




     Section 9.10. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York, except as otherwise required by mandatory provisions
of law and except to the extent that remedies provided by the laws of any jurisdiction other than
the State of New York are governed by the laws of such jurisdiction.



     Section 9.11. Submission to Jurisdiction; Waivers.



     (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of any United States Federal Court sitting in the State
of New York or New York state court, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in any such United
States Federal Court or New York state court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any First Lien Secured Party may otherwise have to bring any
action or proceeding relating to this Agreement or any First Lien Document against the Borrowers or
any of their properties in the courts with subject matter jurisdiction of any other jurisdiction.



     (b) The Borrowers and the Second Lien Secured Parties hereby irrevocably and unconditionally
waive, to the fullest extent they may legally and effectively do so (x) any objection they may now
or hereafter have to the laying of venue of any suit, action or proceeding arising out of or


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relating to this Agreement in any court referred to in paragraph (a) of this Section and
(y) the defense of an inconvenient forum to the maintenance of such action or proceeding.




     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.12. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     (d) Each party hereto knowingly, voluntarily and intentionally waives any right any of them
may have to a trial by jury in any litigation based upon or arising out of this Agreement or any
related instrument or agreement or any of the transactions contemplated by this Agreement or any
course of conduct, dealing, statements (whether oral or written) or action of any of them. None of
the parties hereto shall seek, and to the maximum extent permitted by law waives any claim for, any
special, exemplary, punitive or consequential damages or damages other than, or in addition to,
actual damages. None of the parties hereto shall seek to consolidate, by counterclaim or
otherwise, any such action in which a jury trial has been waived with any other action in which a
jury trial cannot be or has not been waived. These provisions shall not be deemed to have been
modified in any respect or relinquished by any of the parties hereto except by a written instrument
executed by all of them.



     Section 9.12. Notices. Unless otherwise specifically provided herein, each notice or other
communication shall be effective (a) if given by mail, upon receipt, (b) if given by telecopier
during regular business hours, once such telecopy is transmitted to the telecopy number provided in
writing to Collateral Agent by each Secured Party and by the Obligor, respectively, (c) if given by
electronic mail to the email address provided in writing to Collateral Agent by each Secured Party
and by the Obligor, respectively, upon delivery, or (d) if given by any other means, upon receipt;
provided that notices to Collateral Agent are not effective until received. For the
purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered
as provided in this Section) shall be as set forth below each party’s name on the signature pages
hereof, or, as to each party, at such other address as may be designated by such party in a written
notice to all of the other parties); provided, however, that any notices or other
communications required to be given to First Lien Secured Parties shall be deemed to be given to
First Lien Secured Parties if given to the First Lien Agent in accordance with the terms of this
Section 9.12; provided further, that any notices or other communications required
to be given to Second Lien Secured Parties shall be deemed to be given to Second Lien Secured
Parties if given to the Second Lien Agent in accordance with the terms of this Section 9.12.



     Section 9.13. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto and each of the First Lien Secured Parties and Second
Lien Secured Parties and their respective successors and assigns, and nothing herein is intended,
or shall be construed to give, any other Person any right, remedy or claim under, to or in respect
of this Agreement or any Collateral. Except as set forth in Sections 3.09(b) and 9.07, the terms
and provisions of this Agreement shall not inure to the benefit of, nor be relied upon by, the
Obligor or its successors or assigns. All references to the Obligor shall include the Obligor as
debtor-in-possession and any receiver or trustee for the Obligor in any Insolvency Proceeding.



     Section 9.14. Further Assurances. The Collateral Agent, the First Lien Agent, on behalf of
itself and the First Lien Secured Parties under its First Lien Documents, and the Second Lien
Agent, on behalf of itself and the Second Lien Secured Parties under its Second Lien Documents, and
the Borrowers agree that it shall take such further action and shall execute and deliver such
additional documents and instruments (in recordable form, if requested) as the Collateral Agent,
the First Lien Agent or the Second Lien Agent may reasonably request to effectuate the terms of and
the Lien priorities contemplated by this Agreement.


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     Section 9.15. Subrogation. The Second Lien Agent, on behalf of itself and the Second Lien
Secured Parties, hereby waives any rights of subrogation it may acquire as a result of any payment
hereunder until the First Lien Obligations Payment Date has occurred.



     Section 9.16. Application of Payments. All payments received by the First Lien Agent or
the First Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such
part of the First Lien Obligations provided for in the First Lien Documents. The Second Lien
Agent, on behalf of itself and the Second Lien Secured Parties, assents to any extension or
postponement of the time of payment of the First Lien Obligations or any part thereof and to any
other indulgence with respect thereto, to any substitution, exchange or release of any security
which may at any time secure any part of the First Lien Obligations and to the addition or release
of any other Person primarily or secondarily liable therefor, in each case to the extent undertaken
in accordance with this Agreement.



     Section 9.17. Specific Performance. Each of the Collateral Agent, the First Lien Agent and
the Second Lien Agent may demand specific performance of this Agreement. Each of the Collateral
Agent, on behalf of the Secured Parties, the First Lien Agent, on behalf of itself and the First
Lien Secured Parties under its First Lien Documents, and the Second Lien Agent, on behalf of itself
and the Second Lien Secured Parties, hereby irrevocably waives any defense based on the adequacy of
a remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by the Collateral Agent, First Lien Agent or the
Second Lien Agent, as the case may be.



     Section 9.18. Headings. Section headings used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting this Agreement.



     Section 9.19. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 9.20. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterpart (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile,
photocopy or by sending a scanned copy by electronic mail shall be effective as delivery of a
manually executed counterpart of this Agreement. This Agreement shall become effective when it
shall have been executed by each party hereto. Any signature page of a counterpart may be detached
therefrom without impairing the legal effect of the signatures thereon and attached to another
counterpart identical in form thereto but having attached to it one or more additional signature
pages signed by other parties.



     Section 9.21. Entire Agreement. This Agreement, the Principal Agreements and the Security
Documents embody the entire agreement and understanding between Collateral Agent, Secured Parties
and the Obligor and supersede all prior agreements and understandings between such parties relating
to the subject matter hereof and thereof. There are no unwritten oral agreements between the
parties.



     Section 9.22. Limitation by Law. All rights, remedies and powers provided herein may be
exercised only to the extent that the exercise thereof does not violate any applicable provision of
law; and all the provisions hereof are intended (a) to be subject to all applicable mandatory
provisions of law which may be controlling and (b) to be limited to the extent necessary so that
they will not render this


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Agreement, any Principal Agreement or any Security Document invalid under the provisions of any
applicable law.




     Section 9.23. No Impairment. The terms of this Agreement and the rights of each First Lien
Secured Party in the Collateral and the obligations of the other Secured Parties arising hereunder
shall not be affected, modified or impaired in any manner or to any extent by (i) any amendment or
modification of or supplement to any of the Principal Agreements, Security Documents, or any
agreement, instrument or document executed or delivered pursuant thereto, (ii) any lack of validity
or enforceability of any of the Principal Agreements, Security Documents, or other agreements,
instruments or documents referred to in clause (i) above, (iii) the exercise of or failure to
exercise any right, power or remedy under or in respect of the Obligations or any of the Principal
Agreements, Security Documents, or other agreements, instruments or documents referred to in clause
(i) above arising at law, or (iv) any waiver, consent, release, indulgence, extension, renewal,
modification, delay or other action, inaction or omission (other than in accordance with the
provisions of this Agreement) in respect of the Obligations or any of the Principal Agreements,
Security Documents, or other agreements, instruments or documents referred to in clause (i) above
or in respect of any of the properties or assets now or hereafter constituting Collateral, whether
or not the other Secured Parties shall have had notice or knowledge of any of the foregoing and
whether or not they shall have consented thereto.



     Section 9.24. Status of Obligations. Obligor, Collateral Agent, the First Lien Agent and
the Second Lien Agent represents and warrants to each of the other parties hereto that this
Agreement has been duly authorized, executed and delivered by such representing and warranting
party and is the legal, valid, binding and enforceable obligation of such party, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and subject to general equitable principles, including without
limitation the principle that equitable remedies, such as the remedy of specific performance, are
subject to the discretion of the court.



     Section 9.25. Counterclaims and Defenses by Obligor. Obligor agrees that it will not
assert against Collateral Agent, First Lien Agent or Second Lien Agent (in their respective
capacities as such) or Secured Parties as a group any claim, defense, counterclaim, recoupment or
right of set-off which it may have solely against one or more (but not all) Secured Parties (other
than against Collateral Agent, First Lien Agent or Second Lien Agent in their respective capacities
as such), nor will the Obligor assert against any one of the Secured Parties any claim, defense,
counterclaim, recoupment or right of set-off which it may have solely against another Secured
Party. Nothing in this Section 9.25 shall limit any other waiver of claims, defenses,
counterclaims, recoupments or rights of set-off the Obligor may have made in any Transaction
Document.



ARTICLE 10 COLLATERAL AGENT.




     Section 10.01. Appointment of Collateral Agent. First Lien Agent, on behalf of First Lien
Secured Parties and Second Lien Agent, on behalf of Second Lien Secured Parties hereby designate
and appoint Royal Bank of Canada to act as Collateral Agent under the Security Documents, with full
power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of
attorney in their place and stead and in their name or in the Collateral Agent’s own name, from
time to time, and hereby empower the Collateral Agent to take actions with respect to the
enforcement of any Liens granted thereunder and the collection of proceeds following the
disposition of any Collateral. First Lien Agent, on behalf of First Lien Secured Parties and
Second Lien Agent, on behalf of Second Lien Secured Parties, hereby authorize Collateral Agent to
take such action on its behalf under the provisions of this Agreement and the Security Documents
and to exercise such powers and to perform such duties hereunder and thereunder as are specifically
delegated to it hereunder or thereunder or required of Collateral Agent by the terms hereof or
thereof and such other powers as are reasonably incidental thereto. Collateral Agent


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may perform any of its duties hereunder by or through its agents or employees. Subject to the
terms and conditions contained in this Article 10, Collateral Agent agrees to act as Collateral
Agent pursuant to the terms set forth in this Agreement.




     Section 10.02. Nature of Duties of Collateral Agent. Collateral Agent shall have no duties
or responsibilities, except those expressly set forth in this Agreement or any Security Document.
Collateral Agent shall have and may exercise such powers hereunder and under the Security Documents
as are specifically delegated to Collateral Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. Neither Collateral Agent nor any of its directors, officers,
employees or agents shall be liable to any Secured Party for any action taken or omitted by it as
such hereunder or under any Security Document, unless caused solely by its or their gross
negligence or willful misconduct. The duties of Collateral Agent shall be mechanical and
administrative in nature; and Collateral Agent, in its capacity as such, shall not have by reason
of this Agreement a fiduciary relationship in respect of any Secured Party. Nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to impose upon
Collateral Agent any obligations in respect of this Agreement and the Security Documents except as
expressly set forth herein.



     Section 10.03. Lack of Reliance on Collateral Agent.



     (a) Independently and without reliance upon Collateral Agent or any other Secured Party, First
Lien Agent, on behalf of First Lien Secured Parties and Second Lien Agent, on behalf of Second Lien
Secured Parties, each represents to Collateral Agent and each other that each Secured Party has
made (i) its own independent investigation of the financial condition and affairs of the Obligor
based on such documents and information as it has deemed appropriate in connection with the taking
or not taking of any action in connection herewith, and (ii) its own appraisal of the credit
worthiness of the Obligor. Each also acknowledges that it will, independently and without reliance
upon Collateral Agent or any other Person 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 this Agreement, the First Lien Obligations or Second Lien Obligations, as the case may
be, or the Security Documents. Except as expressly provided in this Agreement and the Security
Documents, Collateral Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Secured Party with any credit or other information concerning the
affairs, financial condition or business of the Obligor which may come into the possession of
Collateral Agent or any of its Affiliates whether now in its possession or in its possession at any
time or times hereafter; and Collateral Agent shall not be required to keep itself informed as to
the performance or observance by the Obligor of this Agreement, any Security Document or any other
document referred to or provided for herein or to inspect the properties or books of the Obligor.



     (b) Collateral Agent shall not (i) be responsible to any Secured Party for any recitals,
statements, information, representations or warranties herein, in any Security Document, or in any
document, certificate or other writing delivered in connection herewith or therewith or for the
execution, effectiveness, genuineness, validity, enforceability, collectability, priority or
sufficiency of this Agreement, the First Lien Obligations, the Second Lien Obligations or any
Security Document or the financial condition of the Obligor; or (ii) be required to make any
inquiry concerning the performance or observance by others of any of the terms, provisions or
conditions of this Agreement, including the content of notices, opinions, certificates and
directions given under this Agreement (however, Collateral Agent shall examine such certificates,
notices, opinions and directions to determine whether or not they conform to this Agreement and the
Security Documents), the First Lien Obligations, the Second Lien Obligations or the Security
Documents, the financial condition of the Obligor, or the existence or possible existence of any
“Default,” “Event of Default” or “Termination Event” under the First Lien Documents or the Second
Lien Documents.


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     Section 10.04. Certain Rights of Collateral Agent. If Collateral Agent shall request
instructions from Secured Parties with respect to any act or action (including the failure to act)
in connection with this Agreement, the First Lien Obligations, the Second Lien Obligations or any
Security Document, Collateral Agent shall be entitled to refrain from such act or taking such
action unless and until Collateral Agent shall have received written instructions from any Secured
Party or group of Secured Parties pursuant to the terms hereof; and Collateral Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the foregoing, no
Secured Party shall have any right of action whatsoever against Collateral Agent as a result of
Collateral Agent acting or refraining from acting under this Agreement or any Security Document in
accordance with any written instructions given in accordance with this Agreement, and any such
action taken in compliance with, or any such failure to act based upon, any such instructions shall
be binding on all Secured Parties. Except for action expressly required of Collateral Agent
pursuant to the terms hereof, Collateral Agent shall be fully justified in failing or refusing to
take any action hereunder or under the Security Documents unless it shall first be indemnified to
its satisfaction by the Obligor and/or Secured Parties against any and all liability and expense
which may be incurred by Collateral Agent by reason of taking or continuing to take any such
action. Notwithstanding any other provision of this Article 10 or any indemnity or instructions
provided by any or all Secured Parties, Collateral Agent shall not be required to take any action
which exposes Collateral Agent to personal liability or which is contrary to this Agreement, the
Security Documents or applicable law.



     Section 10.05. Reliance by Collateral Agent. Collateral Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice, statement,
certificate or telecopier message, cablegram, radiogram, order or other documentary,
teletransmission, electronic mail or telephone message believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person. Collateral Agent may consult with
independent legal counsel (which shall not be counsel for the Obligor), independent public
accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts.



     Section 10.06. Collateral Agent’s Reimbursements and Indemnification. To the extent
Collateral Agent is not reimbursed by Borrowers, each party hereto will reimburse and indemnify
Collateral Agent, on a pro rata basis, for and against any and all actions, suits, proceedings
(including any investigations, litigation or inquiries), claims, demands, causes of action, costs,
losses, liabilities, damages or expenses of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against Collateral Agent in performing its duties hereunder or under the
Security Documents or otherwise in connection herewith or therewith, including losses occurring
from the ordinary and/or comparative negligence of Collateral Agent, in any way relating to or
arising out of this Agreement; provided that no Secured Party shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from Collateral Agent’s gross negligence
or willful misconduct. As used in this Section 10.06, “pro rat share” means for each First Lien
Lender and each Second Lien Lender(or Second Lien Lender Affiliate, in the case of Lender Hedging
Agreements), on any date of determination, that proportion which the First Lien Obligations owed to
such First Lien Lender or Second Lien Obligations owed to such Second Lien Lender (or Second Lien
Lender Affiliate, in the case of Lender Hedging Agreements) bears to the total outstanding amount
of First Lien Obligations plus Second Lien Obligations.



     Section 10.07. Collateral Agent in its Individual Capacity. Collateral Agent shall have
the same rights and powers hereunder as any other Secured Party and may exercise the same as though
it were not performing the duties specified herein; and the term “Secured Party” or any similar
term shall, unless the context clearly otherwise indicates, include Collateral Agent, in its
individual capacity as and


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to the extent it owns First Lien Obligations and/or Second Lien Obligations and not in its capacity
as Collateral Agent. Collateral Agent may accept deposits from, lend money to, and generally
engage in any kind of banking, trust, financial advisory or other business with the Obligor as if
it were not performing the duties specified herein, and may accept fees and other consideration
from the Obligor for services in connection with this Agreement and otherwise without having to
account for the same to any Secured Party except as specified herein.




     Section 10.08. Secured Parties as Owners. Collateral Agent may deem and treat each Secured
Party as the owner of such Secured Party’s First Lien Obligations or Second Lien Obligations for
all purposes hereof unless and until Collateral Agent is notified of a change in Secured Parties.



     Section 10.09. Successor Collateral Agent.



     (a) Collateral Agent (i) may resign at any time by giving thirty (30) days prior written
notice thereof to Secured Parties and Borrowers, (ii) shall promptly resign if any conflict of
interest arises involving any group of Secured Parties and another group of secured parties for
whom it is a trustee or fiduciary and (iii) may be removed at any time by the First Lien Agent,
which resignation or removal, in each case, shall be effective upon the appointment of a successor
to Collateral Agent. Upon any such resignation or removal, the First Lien Agent shall have the
right to appoint a successor Collateral Agent, subject to the consent of Second Lien Agent, not to
be unreasonably withheld or delayed. If within thirty (30) days after the retiring Collateral
Agent’s giving of notice of resignation or the First Lien Agent’s removal of the retiring
Collateral Agent, no successor Collateral Agent shall have been so appointed by the First Lien
Agent and accepted such appointment, then the retiring Collateral Agent may, on behalf of Secured
Parties, appoint a successor Collateral Agent, which shall be a bank which maintains an office in
the United States of America, or a commercial bank organized under the laws of the United States of
America or of any State thereof, or any Affiliate of such bank, having a combined capital and
surplus of at least $50,000,000 as of the date of its most recent financial statements.



     (b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring
Collateral Agent shall be discharged from its duties under this Agreement; provided, the
retiring Collateral Agent and the Obligor agree to execute and deliver such instruments, documents,
deeds, conveyances or other writing as shall be reasonably requested by any Secured Party or the
successor Collateral Agent to (i) establish or continue the validity and perfection of any Liens
under any Security Documents in place at such time and (ii) transfer to the incoming Collateral
Agent any and all rights, powers, estates, duties and authorities extant under this Agreement.
After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the
provisions of this Agreement 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.



     Section 10.10. Employment of Agents and Counsel. Collateral Agent may execute any of its
duties as Collateral Agent hereunder or under the Security Documents by or through employees,
agents, and attorneys-in-fact and shall not be answerable to Secured Parties for the default or
misconduct of any such agents or attorneys-in-fact selected by it with reasonable care;
provided that Collateral Agent shall always be obligated to account for moneys or
securities received by it or its authorized agents. Collateral Agent shall be entitled to advice of
independent counsel concerning all matters pertaining to the agency hereby created and its duties
hereunder or under the Security Documents.



     Section 10.11. Limitation on Liability of Secured Parties and Collateral Agent. Secured
Parties and Collateral Agent shall not be deemed, as a result of the execution and delivery of the
Security Documents or the consummation of the transactions contemplated by this Agreement and the
Security


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Documents, to have assumed any obligation of the Obligor with respect to the Collateral or any
liability under or with respect to any of the contracts, agreements, leases, instruments or
documents which are, or which may hereafter be, assigned to Collateral Agent for the benefit of
Secured Parties.




[Remainder of Page Intentionally Left Blank.]



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



	 	 	 	 	 
	FIRST LIEN AGENT:

	 	ROYAL BANK OF CANADA, as First Lien Agent for and on
behalf of the First Lien
Secured Parties	 	 
	 
	 	 	 	 
	 

	 	By:  /s/  Susan Khokher	 	 
	 

	 	 

Name:    Susan Khokher
	 	 
	 

	 	 

Title:      Manager, Agency
	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address for Notices:	 	 
	 
	 	 	 	 
	 

	 	Royal Bank of Canada, Agency Services Group	 	 
	 

	 	Royal Bank Plaza	 	 
	 

	 	200 Bay Street	 	 
	 

	 	12th Floor, South Tower	 	 
	 

	 	Toronto, Ontario M5J 2W7	 	 
	 

	 	Attn: Manager Agency	 	 
	 

	 	Facsimile: (416) 842-4023	 	 





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	SECOND LIEN AGENT:

	 	ROYAL BANK OF CANADA, as Second Lien Agent for and on
behalf of the Second Lien
Secured Parties	 	 
	 
	 	 	 	 
	 

	 	By:  /s/ Susan Khokher	 	 
	 

	 	 

Name:  Susan Khokher
	 	 
	 

	 	 

Title:    Manager, Agency
	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address for Notices:	 	 
	 
	 	 	 	 
	 

	 	Royal Bank of Canada, Agency Services Group	 	 
	 

	 	Royal Bank Plaza	 	 
	 

	 	200 Bay Street	 	 
	 

	 	12th Floor, South Tower	 	 
	 

	 	Toronto, Ontario M5J 2W7	 	 
	 

	 	Attn: Manager Agency	 	 
	 

	 	Facsimile: (416) 842-4023	 	 





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	COLLATERAL AGENT:

	 	ROYAL BANK OF CANADA, as Collateral Agent	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Susan Khokher	 	 
	 

	 	 

Name: Susan Khokher
	 	 
	 

	 	 

Title: Manager, Agency
	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address for Notices:	 	 
	 
	 	 	 	 
	 

	 	Royal Bank of Canada, Agency Services Group	 	 
	 

	 	Royal Bank Plaza	 	 
	 

	 	200 Bay Street	 	 
	 

	 	12th Floor, South Tower	 	 
	 

	 	Toronto, Ontario M5J 2W7	 	 
	 

	 	Attn: Manager Agency	 	 
	 

	 	Facsimile: (416) 842-4023	 	 





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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	ROYAL BANK OF CANADA	 	 
	 
	 	 	 	 
	 

	 	By: /s/
Leslie P. Vowell
 

Name: Leslie P. Vowell
	 	 
	 

	 	Title: Attorney-in-Fact	 	 





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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	SUNTRUST BANK	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Janet R. Naifeh
 

Name: Janet R. Naifeh
	. 	 
	 

	 	Title: Senior Vice President	 	 





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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Robert F. Pollis, Jr.
 

Name: Robert F. Pollis, Jr.
	. 	 
	 

	 	Title: Senior Vice President	 	 





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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Ronald F. Bentien, Jr.
 

Name: Ronald F. Bentien, Jr.
	. 	 
	 

	 	Title: Director	 	 





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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	AMEGY BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Terry Owen McCarter
 

Name: Terry Owen McCarter
	 	 
	 

	 	Title: Senior Vice President	 	 





 Intercreditor and Collateral

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Signature
Page 8









 






The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	COMERICA BANK	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James A. Morgan 

Name: James A. Morgan
	 	 
	 

	 	Title:  Vice President	 	 





 Intercreditor and Collateral

Agency Agreement


Signature
Page 9









 






The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	BNP PARIBAS	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Larry Robinson
 

Name: Larry Robinson
	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	



	 

	 	By: /s/ Betsy Jocher
 
	 	 
	 

	 	Name: Betsy Jocher	 	 
	 

	 	Title: Director	 	 
	








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The undersigned First Lien Lenders hereby acknowledging receiving this Intercreditor and Collateral
Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	FIRST LIEN LENDER:

	 	COMPASS BANK	 	 
	 
	 	 	 	 
	 

	 	By: /s/ John W. Wood
 

Name: John W. Wood
	. 	 
	 

	 	Title: Vice President	 	 





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Signature
Page 11









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	SUNTRUST BANK	 	 
	 
	 	 	 	 
	 

	 	By:/s/ Janet R. Naifeh	 	 
	 

	 	 

Name: Janet R. Naifeh
	 	 
	 

	 	Title: Senior Vice President	 	 





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Agency Agreement


Signature
Page 12









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	ROYAL BANK OF CANADA	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Leslie P. Vowell	 	 
	 

	 	 

Name: Leslie P. Vowell
	 	 
	 

	 	Title: Attorney-in-Fact	 	 





 Intercreditor and Collateral

Agency Agreement


Signature
Page 13









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	BNP PARIBAS	 	 
	 
	 	 	 	 
	 

	 	By:  /s/ Larry Robinson	 	 
	 

	 	 

Name:  Larry Robinson
	 	 
	 
	 	Title:  Director	 	 
	 
	 	 	 	 
	 

	 	By:  /s/ Betsy Jocher	 	 
	 

	 	 

Name:  Betsy Jocher
	 	 
	 

	 	Title:  Director	 	 





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The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:
	 	BANK OF OKLAHOMA, N.A.	 	 
	 
	 	 	 	 
	 
	 	By:  /s/ Timothy F. Sheehan	 	 
	 
	 	 
Name:  Timothy F. Sheehan	 	 
	 
	 	Title:  Senior Vice President	 	 





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The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Robert F. Pollis, Jr.	 	 
	 

	 	 

Name: Robert F. Pollis, Jr.
	 	 
	 

	 	Title: Senior Vice President	 	 





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Agency Agreement


Signature Page 16









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Ronald F. Bentien, Jr.	 	 
	 

	 	 

Name: Ronald F. Bentien, Jr.
	 	 
	 

	 	Title: Director	 	 





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Agency Agreement


Signature Page 17









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Saqib Khawaja	 	 
	 

	 	 

Name: Saqib Khawaja
	 	 
	 

	 	Title: Vice President	 	 





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Signature
Page 18









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	SOCIÉTÉ GÉNÉRALE	 	 
	 
	 	 	 	 
	 

	 	By:  /s/ Cameron Null	 	 
	 
	 	 

Name:   Cameron Null
	 	 
	 

	 	Title:  Vice President	 	 





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Agency Agreement


Signature Page 19









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	RZB FINANCE, LLC	 	 
	 
	 	 	 	 
	 

	 	By: /s/ John A. Valiska	 	 
	 

	 	 

Name: John A. Valiska
	 	 
	 

	 	Title: First Vice President	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Christoph Hoedl	 	 
	 

	 	 

Name: Christoph Hoedl
	 	 
	 

	 	Title: First Vice President	 	 





 Intercreditor and Collateral

Agency Agreement


Signature
Page 20









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	AMEGY BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Terry Owen McCarter	 	 
	 

	 	 

Name: Terry Owen McCarter
	 	 
	 

	 	Title: Senior Vice President	 	 





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Agency Agreement


Signature
Page 21









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	COMPASS BANK	 	 
	 
	 	 	 	 
	 

	 	By: /s/ John W. Wood	 	 
	 

	 	 

Name: John W. Wood
	 	 
	 

	 	Title: Vice President	 	 





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Agency Agreement


Signature
Page 22









 






The undersigned Second Lien Lenders hereby acknowledging receiving this Intercreditor and
Collateral Agency Agreement and hereby agree and consent to the terms and provisions thereof.




	 	 	 	 	 
	SECOND LIEN LENDER:

	 	COMERICA BANK	 	 
	 
	 	 	 	 
	 

	 	By: /s/ James A. Morgan	 	 
	 

	 	 

Name: James A. Morgan
	 	 
	 

	 	Title: Vice President	 	 





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Page 23









 






Each Borrower hereby executes this Agreement to evidence its agreement that:




     1. It shall be bound by all of the terms and provisions of this Agreement applicable to it.



     2. It acknowledges and agrees that the terms of this Agreement shall control over the terms of
the Security Documents to the extent of any conflict between the provisions thereof.



     3. The indemnity and reimbursement provisions contained in Section 9.09 shall apply to all
matters under this Agreement and the Borrowers jointly and severally agree to indemnify and
reimburse the Indemnitees in accordance with the terms thereof.



     4. Except as stated in Section 9.13 hereof, the terms and provisions of this Agreement shall
inure solely to the benefit of the each Secured Party and its respective successors and assigns and
the terms and provisions of this Agreement shall not inure to the benefit of nor be enforceable by
the Borrowers. This Agreement may be amended as provided herein without the necessity of the
Borrowers joining in any such amendment; provided, that no Borrower shall be bound by any
amendment which would have the effect of increasing its obligations and indemnities hereunder or
under any documents executed in connection with the Principal Agreements, or materially affecting
its rights or duties under the Security Documents unless it shall have consented to such amendment.



     5. It at its expense will execute, acknowledge and deliver all such agreements and instruments
and take all such action as Collateral Agent or any Secured Party from time to time may reasonably
request in order to further effectuate the purposes of this Agreement and to carry out the terms
hereof.



	 	 	 	 	 	 	 	 	 
	 	 	POSTROCK KPC PIPELINE, LLC, successor by conversion to Quest
Pipelines (KPC), as a Obligor,
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	POSTROCK ENERGY SERVICES CORPORATION,

Its sole member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ David C. Lawler 	 	 
	 

	 	 	 	 	 	 

David C. Lawler, President


and Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Address for Notices:	 	 
	 	 	 	 	c/o PostRock Energy Corporation	 	 
	 	 	 	 	210 Park Avenue, Suite 2750	 	 
	 	 	 	 	Oklahoma City, OK 73102	 	 
	 	 	 	 	Attn: Chief Executive Officer	 	 







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ANNEX 1




Security Documents



SECURITY DOCUMENTS DATED EFFECTIVE SEPTEMBER 21, 2010:




PART 1. FIRST LIEN SECURITY DOCUMENTS EFFECTIVE SEPTEMBER 21, 2010




KPC Pipeline Mortgages





	 	1.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Anderson County, Kansas.






	 	2.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Barber County, Kansas.






	 	3.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Butler County, Kansas.






	 	4.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Chase County, Kansas.






	 	5.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Coffey County, Kansas.






	 	6.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Comanche County, Kansas.






	 	7.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Cowley County, Kansas.






	 	8.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Elk County, Kansas.



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 1









 












	 	9.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Franklin County, Kansas on November
19, 2007, in Book 455, Page 132.






	 	10.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Greenwood County, Kansas.






	 	11.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Harper County, Kansas on November
19, 2007, in Book 133, Page 649;






	 	12.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Johnson County, Kansas on November
16, 2007, in Book 200711, Page 004054;






	 	13.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Kingman County, Kansas on November
26, 2007, in Book 273, Page 98;






	 	14.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Lyon County, Kansas on November 20,
2007, in Volume 423771, Page 958A;






	 	15.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Marion County, Kansas on November
30, 2007, in Book 417, Page 3;






	 	16.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in McPherson County, Kansas on
November 19, 2007, in Book 643, Pages 6968-7169;






	 	17.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 2









 






	 	 	 	administrative agent and collateral agent, filed in Miami County, Kansas on November
15, 2007, as Document No. 2007-07281;






	 	18.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Rice County, Kansas on November 19,
2007, in Book 282, Page 921;






	 	19.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Sedgwick County, Kansas on November
16, 2007, as Document No. 28932620;






	 	20.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and
Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada,
administrative agent and collateral agent, filed in Wyandotte County, Kansas on
November 20, 2007, in Book 5460, Pages 548-822.





Second Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement (Kansas pipeline) from PostRock KPC Pipeline, LLC





	1.	 	Second Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Oklahoma pipeline) from PostRock KPC Pipeline, LLC






	 	(a)	 	Harper County, OK






	 	(b)	 	Osage County, OK






	 	(c)	 	Pawnee County, OK






	 	(d)	 	Woods County, OK






	2.	 	First Amended and Restated Deed of Trust, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Missouri pipeline) from PostRock KPC Pipeline, LLC






	 	(a)	 	Cass County, MO






	 	(b)	 	Jackson County, MO






	 	(c)	 	Platte County, MO





Security Agreements





	3.	 	Amended and Restated Pledge and Security Agreement — PostRock KPC Pipeline, LLC





UCC-1 Filings





	4.	 	POSTROCK KPC PIPELINE, LLC






	 	a.	 	UCC-1 filed with the Delaware Secretary of State (new filing)



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 3









 











PART 2. SECOND LIEN SECURITY DOCUMENTS EFFECTIVE SEPTEMBER 21, 2010




Kansas Oil and Gas Mortgages





	5.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Chautauqua
County, KS






	6.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Chautauqua County, KS






	7.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Chautauqua County, KS






	8.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Elk County,
KS






	9.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Elk County, KS






	10.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Elk County, KS






	11.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Labette
County, KS






	12.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Labette County, KS






	13.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Labette County, KS






	14.	 	Third Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated September 1, 2008 from Quest Cherokee, LLC, as Mortgagor, to




 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 4









 





	 	 	Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Labette County, KS






	15.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Montgomery
County, KS






	16.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Montgomery County, KS






	17.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Montgomery County, KS






	18.	 	Third Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated September 1, 2008 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Montgomery County, KS






	19.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Neosho
County, KS






	20.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Neosho County, KS






	21.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Neosho County, KS






	22.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Wilson
County, KS






	23.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Wilson County, KS






	24.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor,



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 5









 






	 	 	to Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties,
as Mortgagee, recorded in Wilson County, KS






	25.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Woodson
County, KS






	26.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Woodson County, KS






	27.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Woodson County, KS






	28.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to Royal Bank of Canada, as
Administrative Agent and Collateral Agent, as Mortgagee, recorded in Allen County, KS.






	29.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, Royal Bank of Canada, as
Administrative Agent and Collateral Agent, as Mortgagee, recorded in Greenwood County, KS.





Kansas Pipeline Mortgages





	30.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Allen County, Kansas.






	31.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Allen County, Kansas.






	32.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Butler County, Kansas.






	33.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Butler County, Kansas.






	34.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Chautauqua County, Kansas.



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 6









 












	35.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and






	36.	 	collateral agent, filed in Chautauqua County, Kansas.






	37.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Cowley County, Kansas.






	38.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Cowley County, Kansas.






	39.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Elk County, Kansas.






	40.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Elk County, Kansas.






	41.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Greenwood County, Kansas.






	42.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Greenwood County, Kansas.






	43.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Labette County, Kansas.






	44.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Labette County, Kansas.






	45.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Montgomery County, Kansas.






	46.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Montgomery County, Kansas.



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 7









 












	47.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Neosho County, Kansas.






	48.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Neosho County, Kansas.






	49.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Wilson County, Kansas.






	50.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Wilson County, Kansas.






	51.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Woodson County, Kansas.






	52.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Woodson County, Kansas.





Oklahoma Oil and Gas Mortgages





	53.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Nowata
County, OK






	54.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Nowata County, OK






	55.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Nowata County, OK






	56.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Craig County,
OK






	57.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 8









 






	 	 	Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Craig County, OK






	58.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Craig County, OK






	59.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated April 30, 2008 from Quest Cherokee, LLC, as Mortgagor, to Royal Bank of Canada, as
Administrative Agent and Collateral Agent for Secured Parties, as Mortgagee, recorded in
Seminole County, OK





Oklahoma Pipeline Mortgages





	60.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Craig County, Oklahoma.






	61.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Craig County, Oklahoma.






	62.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Nowata County, Oklahoma.






	63.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Nowata County, Oklahoma.





West Virginia Oil and Gas Mortgages





	64.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Braxton County, West Virginia






	65.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Cabell County, West Virginia






	66.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal



 Intercreditor and Collateral

Agency Agreement


Annex 1  – Page 9









 






	 	 	Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee,
recorded in Calhoun County, West Virginia






	67.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Doddridge County, West Virginia






	68.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Gilmer County, West Virginia






	69.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Kanawha County, West Virginia






	70.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Lewis County, West Virginia






	71.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Lincoln County, West Virginia






	72.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Pleasants County, West Virginia






	73.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Ritchie County, West Virginia






	74.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Wayne County, West Virginia



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	75.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Wetzel County, West Virginia






	76.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Wood County, West Virginia





Assignment of Quest Cherokee Second Lien Debt and Liens





	77.	 	Assignment of Debt and Liens dated effective September 21, 2010, by and between Royal Bank of
Canada, as administrative agent and collateral agent for the secured parties, as assignor, to
Royal Bank of Canada, as administrative agent and collateral agent, as assignee, filed in the
following counties:





a. Allen KS

b. Butler KS

c. Chautauqua KS

d. Cowley KS

e. Elk KS

f. Greenwood KS

g. Labette KS

h. Montgomery KS

i. Neosho KS

j. Wilson KS

k. Woodson KS

l. Craig OK

m. Nowata OK

n. Seminole OK

o. Pushmataha OK

p. Pottawattamie OK

q. Latimer OK

r. Rogers OK

s. Grant OK

t. Braxton WV

u. Cabell WV

v. Calhoun WV

w. Doddridge WV

x. Gilmer WV

y. Kanawha WV

z. Lewis WV

aa. Lincoln WV

bb. Pleasants WV

cc. Ritchie WV

dd. Wayne WV

ee. Wetzel WV

ff. Woods WV


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Assignment of Midstream Debt (save $15 million retained) and Liens





	78.	 	Assignment of Debt and Liens dated effective September 21, 2010, by and between Royal Bank of
Canada, as administrative agent and collateral agent for the secured parties, as assignor, to
Royal Bank of Canada, as administrative agent and collateral agent, as assignee, filed in the
following counties:





1. Anderson County, KS

2. Allen County, KS

3. Barber County, KS

4. Butler County, KS

5. Chase County, KS

6. Chautauqua County, KS

7. Coffey County, KS

8. Comanche County, KS

9. Cowley County, KS

10. Elk County, KS

11. Franklin County, KS

12. Greenwood County, KS

13. Harper County, KS

14. Johnson County, KS

15. Kingman County, KS

16. Labette County, KS

17. Lyon County, KS

18. Marion County, KS

19. McPherson County, KS

20. Miami County, KS

21. Montgomery County, KS

22. Neosho County, KS

23. Rice County, KS

24. Sedgwick County, KS

25. Wilson County, KS

26. Woodson County, KS

27. Wyandotte County, KS

28. Craig County, OK

29. Harper County, OK

30. Nowata County, OK

31. Osage County, OK

32. Pawnee County, OK

33. Woods County, OK

34. Cass County, MO

35. Jackson County, MO

36. Platte County, MO



Guaranties





	79.	 	Guaranty dated effective September 21, 2010, by PostRock Energy Corporation



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	80.	 	Guaranty dated effective September 21, 2010, by Quest Transmission Company, LLC and STP
Newco, Inc.





Security Agreements





	81.	 	Amended and Restated Pledge and Security Agreement dated effective September 21, 2010, by
PostRock Energy Services Corporation, PostRock MidContinent Production, LLC, STP Newco, Inc.
and Quest Transmission Company, LLC






	82.	 	Deposit Account Control Agreement — PostRock Energy Services Corporation, Bank of Oklahoma,
N.A., Agent






	83.	 	Deposit Account Control Agreement — PostRock MidContinent Production, LLC, Comerica Bank,
Agent






	84.	 	Deposit Account Control Agreement — PostRock Energy Services Corporation, Comerica Bank,
Agent





Amended and Restated Mortgages or Mortgage Amendments





	85.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Kansas oil and gas properties)





1. Allen KS

2. Chautauqua KS

3. Elk KS

4. Greenwood KS

5. Labette KS

6. Montgomery KS

7. Neosho KS

8. Wilson KS

9. Woodson KS




	86.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Oklahoma oil and gas properties)





1. Craig OK

2. Nowata OK

3. Seminole OK

4. Pushmataha County, OK

5. Pottawattamie County, OK

6. Latimer County, OK

7. Rogers County, OK

8. Grant County, OK




	87.	 	First Amended and Restated Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of
As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement (West
Virginia oil and gas properties)





1. Braxton WV

2. Cabell WV


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3. Calhoun WV

4. Doddridge WV

5. Gilmer WV

6. Kanawha WV

7. Lewis WV

8. Lincoln WV

9. Pleasants WV

10. Ritchie WV

11. Wayne WV

12. Wetzel WV

13. Woods WV




	88.	 	Second Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Kansas pipeline)





1. Allen County, KS

2. Butler County, KS

3. Chautauqua County, KS

4. Cowley County, KS

5. Elk County, KS

6. Greenwood County, KS

7. Labette County, KS

8. Montgomery County, KS

9. Neosho County, KS

10. Wilson County, KS

11. Woodson County, KS




	89.	 	Second Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement (Oklahoma pipeline)





1. Craig County, OK

2. Nowata County, OK



UCC-1 Financing Statement Filings





	90.	 	POSTROCK ENERGY SERVICES CORPORATION





a. UCC-1 filed with the Delaware Secretary of State (new filing)




	91.	 	POSTROCK MIDCONTINENT PRODUCTION, LLC






	 	1.	 	UCC-1 filed with the Delaware Secretary of State under Bluestem Pipeline, LLC
name 1/31/07






	 	2.	 	UCC-3 filed with the Delaware Secretary of State to change name to PostRock
MidContinent Production, LLC






	92.	 	STP NEWCO, INC.





a. UCC-1 Central filing filed with the Oklahoma County Clerk 7/17/09




	93.	 	QUEST TRANSMISSION COMPANY.



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a. UCC-1 filed with the Delaware Secretary of State (new filing)



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