exv10w5






Exhibit 10.5




EXECUTION




AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT 




     THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred
to as this “Security Agreement”) is executed as of September 21, 2010, by POSTROCK ENERGY SERVICES
CORPORATION, a Delaware corporation (“PESC”), formerly known as Quest Resource Corporation,
successor by merger to Quest Resource Acquisition Corp., PostRock Midstream, LLC (the successor by
merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield
Services, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and
Energy & Midstream Partners JV, LLC, POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited
liability company (“MidContinent”), formerly known as Bluestem Pipeline, LLC, successor by merger
to Quest Cherokee, LLC and to a related entity known as PostRock MidContinent Production, LLC
formerly known as Quest Energy Partners, L.P. (“MidContinent I”), STP NEWCO, INC., an Oklahoma
corporation(“STP”), and QUEST TRANSMISSION COMPANY, LLC, a Delaware limited liability company
(“QTC”; QTC, STP, MidContinent and PESC, together with any other entity that may become a party
hereto as provided herein, individually a “Debtor” and collectively the “Debtors”), each of whose
address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in favor of ROYAL BANK OF
CANADA as Collateral Agent (hereafter defined) for the benefit of the Beneficiaries (hereafter
defined) (the Collateral Agent, in such capacity, the “Secured Party”) whose address is Royal Bank
Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.



RECITALS




     A. Quest Resource Corporation (now known as PESC) as initial co-borrower, Quest Cherokee, LLC
(“Quest Cherokee”) (now merged with MidContinent I and into Bluestem Pipeline, LLC) as borrower,
Quest Energy Partners, L.P., a Delaware master limited partnership (which converted into a limited
liability company and changed its name to become MidContinent I) (“QELP”) as guarantor, Royal Bank
of Canada, as administrative agent and collateral agent, and the lenders party thereto entered into
that certain Amended and Restated Credit Agreement, dated November 15, 2007 (as amended from time
to time, the “Prior First Lien Credit Agreement”).



     B. Quest Cherokee, as borrower, QELP, as guarantor, Royal Bank of Canada, as administrative
agent and collateral agent, KeyBank National Association, as syndication agent, Société Générale,
as documentation agent, and the lenders party thereto entered into a Second Lien Senior Term Loan
Agreement providing for a $45,000,000 term loan facility, dated as of July 11, 2008 (as amended
from time to time, the “Prior Second Lien Credit Agreement”; the Prior Second Lien Agreement
together with the Prior First Lien Credit Agreement collectively called the “Prior Credit
Agreements”).



     C. In order to secure repayment of the loans and the payment and performance of all other
obligations set forth in the Prior Credit Agreements or of payment and performance of loans and
other obligations under another credit agreement which has been partially assigned to the Borrowing
Base Facility Lenders (as hereinafter defined) and the balance of which has been amended and
restated by the Pipeline Credit Agreement (as hereafter defined) contemporaneously herewith,
Debtors (or their predecessors-in-interest) executed and delivered one or more pledge and security
agreements, dated various dates (collectively as amended heretofore, the “Existing Security
Agreements”).



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     D. Pursuant to that certain Second Amended and Restated Credit Agreement dated of even date
herewith (the “Borrowing Base Facility Credit Agreement”), among PESC and MidContinent
(collectively, the “Borrowing Base Facility Borrowers”), each lender from time to time party
thereto (collectively, the “Borrowing Base Facility Lenders”), and Royal Bank of Canada, as
administrative agent and collateral agent, the Borrowing Base Facility Lenders have agreed to make
loans and issue letters of credit to or for the Borrowing Base Facility Borrowers in the initial
amount of $225,000,000.



     E. Pursuant to that certain Second Amended and Restated Credit Agreement of even date herewith
(the “Pipeline Credit Agreement”; the Pipeline Credit Agreement, together with the Borrowing Base
Facility Credit Agreement collectively, the “Credit Agreements” and individually a “Credit
Agreement”), among PESC and PostRock KPC Pipeline, LLC, a Delaware limited liability company 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. (“KPC Pipeline
LLC”; PESC and KPC Pipeline LLC collectively, the “Pipeline Facility Borrowers”), each lender from
time to time party thereto (collectively, the “Pipeline Facility Lenders”), and Royal Bank of
Canada, as administrative agent and collateral agent, the Pipeline Facility Lenders have agreed to
make a $15,000,000 term loan to the Pipeline Facility Borrowers.



     F. Pursuant to an Amended and Restated Intercreditor and Collateral Agency Agreement dated of
even date herewith (the “Intercreditor Agreement”) among Royal Bank of Canada, as First Lien Agent
(hereafter defined) for the First Lien Secured Parties (hereafter defined), the First Lien Secured
Parties, Royal Bank of Canada, as Second Lien Agent (hereafter defined) for the Second Lien Secured
Parties (hereafter defined), the Second Lien Secured Parties, BP Corporation North America, Inc.,
as an approved hedge counterparty, Royal Bank of Canada, as collateral agent for the First Lien
Secured Parties and Second Lien Secured Parties, each Debtor and KPC Pipeline LLC, the Collateral
Agent agreed to act as collateral agent for the First Lien Secured Parties and Second Lien Secured
Parties for purposes of dealing with the Collateral, including for purposes of this Security
Agreement, apportioning payments among First Lien Secured Parties and the Second Lien Secured
Parties with respect to proceeds thereof.



     G. The Debtors have agreed to amend and restate the Existing Security Agreements, and (i) in
connection with the Borrowing Base Facility Credit Agreement, each Debtor desires to secure all
indebtedness owing under the Borrowing Base Facility Credit Agreement with a first priority lien on
the Collateral, and (ii) in connection with the Pipeline Credit Agreement, each Debtor desires to
secure all indebtedness owing under the Pipeline Credit Agreement with a lien on the Collateral
which is junior, subject and subordinated to the lien on the Collateral securing indebtedness owing
under the Borrowing Base Facility Credit Agreement.



     H. Each Debtor has duly authorized the execution, delivery and performance of this Security
Agreement.



     I. This Security Agreement is integral to the transactions contemplated by the Intercreditor
Agreement and Credit Agreements, and the execution and delivery of this Security Agreement is
required under the terms of the Credit Agreements.



     ACCORDINGLY, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each Debtor and Secured Party agree to and do hereby amend and restate the Existing
Security Agreements as follows:



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Credit Facility Pledge & Security Agreement

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     1. REFERENCE TO BORROWING BASE FACILITY CREDIT AGREEMENT. The terms, conditions, and
provisions of the Borrowing Base Facility Credit Agreement are incorporated herein by reference,
the same as if set forth herein verbatim, which terms, conditions, and provisions shall continue to
be in full force and effect hereunder so long as the Borrowing Base Facility Lenders are obligated
to lend under the Borrowing Base Facility Credit Agreement and thereafter until the Obligations
(hereafter defined) are paid and performed in full (except as provided in Sections 10.01(d) and
10.01(e) of the Borrowing Base Facility Credit Agreement).



     2. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context hereof otherwise
requires, each term defined in the Borrowing Base Facility Credit Agreement or in the UCC is used
in this Security Agreement with the same meaning; provided that, if the definition given to such
term in the Borrowing Base Facility Credit Agreement conflicts with the definition given to such
term in the UCC, the definition in the Borrowing Base Facility Credit Agreement shall control to
the extent legally allowable; and if any definition given to such term in Chapter 9 of the UCC
conflicts with the definition given to such term in any other chapter of the UCC, the Chapter 9
definition shall prevail. As used herein, the following terms have the meanings indicated:




     Beneficiaries means collectively all of the Intercreditor Secured Parties and all of
the Borrowing Base Credit Facility Secured Parties and Beneficiary means any one of the
Beneficiaries.




     Borrowing Base Facility Borrowers has the meaning set forth in Recital D hereto.




     Borrowing Base Facility Credit Agreement has the meaning set forth in Recital D hereto.




     Borrowing Base Facility Lenders has the meaning set forth in Recital D hereto.




     Borrowing Base Facility Secured Parties means each “Secured Party” as defined in the
Borrowing Base Facility Credit Agreement.




     Collateral has the meaning set forth in Paragraph 4 hereof.




     Collateral Agent means Royal Bank of Canada in its capacity as “Collateral Agent” for
the Intercreditor Secured Parties pursuant to the Intercreditor Agreement and in its
capacity as “Administrative Agent” and “Collateral Agent” for the Borrowing Base Facility
Secured Parties pursuant to the Borrowing Base Facility Credit Agreement.




     Collateral Note Security has the meaning set forth in Paragraph 4 hereof.




     Collateral Notes has the meaning set forth in Paragraph 4 hereof.




     Control Agreement means, with respect to any Collateral consisting of investment
property, Deposit Accounts, electronic chattel paper, and letter-of-credit rights, an
agreement evidencing that Secured Party has “control” (as defined in the UCC) of such
Collateral.




     Copyrights has the meaning set forth in Paragraph 4 hereof.



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     Credit Agreements and Credit Agreement have the meanings set forth in Recital E
hereto.




     Debtor and Debtors have the meanings set forth in the introductory paragraph hereto.




     Deposit Accounts has the meaning set forth in Paragraph 4 hereof.




     Eastern means Quest Eastern Resource LLC, a Delaware limited liability company.




     Existing Security Agreements has the meaning set forth in Recital C hereto.




     First Lien Agent has the meaning set forth in the Intercreditor Agreement.




     First Lien Document has the meaning set forth in the Intercreditor Agreement.




     First Lien Notes has the meaning set forth in the definition of “Obligations”.




     First Lien Obligations has the meaning set forth in the Intercreditor Agreement.




     First Lien Secured Parties has the meaning set forth in the Intercreditor Agreement.




     Intellectual Property has the meaning set forth in Paragraph 4 hereof.




     Intercreditor Agreement has the meaning set forth in Recital F hereto.




     Intercreditor Secured Parties means the “Secured Parties” as defined in the
Intercreditor Agreement.




     KPC Pipeline LLC has the meaning set forth in Recital E hereto.




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




     MidContinent I has the meaning set forth in the introductory paragraph hereto.




     Notes has the meaning set forth in the definition of “Obligations”.




     Obligations means, collectively




     (a) all indebtedness, liabilities, and obligations of Debtors arising under this
Security Agreement; it being the intention and contemplation of Debtors and Secured Party
that future advances will be made by Secured Party or one or more Beneficiaries to the
Debtors for a variety of purposes,




     (b) all First Lien Obligations including without limitation, (i) all indebtedness,
obligations and liabilities, whether now in existence or hereafter arising, whether by
acceleration or otherwise, of Midcontinent and PESC arising out of or under the Borrowing
Base Facility Credit Agreement and each other First Lien Document, and all indebtedness,
obligations and liabilities, whether now in existence or hereafter arising, whether by
acceleration or otherwise,



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Credit Facility Pledge & Security Agreement

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and evidenced by those certain promissory notes executed jointly and severally by
Midcontinent and PESC and payable to the order of the Borrowing Base Facility Lenders on or
before June 30, 2013 and all other notes given in substitution for the foregoing promissory
notes, or in modification, renewal, rearrangement or extension thereof, in whole or in part
(such promissory notes, as from time to time supplemented, amended or modified and all other
notes given in substitution therefor or in modification, renewal, rearrangement or extension
thereof, in whole or in part, being hereafter collectively called the “First Lien Notes”),
and with interest, collection and attorneys’ fees, all as provided therein and (ii) all
indebtedness, obligations and liabilities, whether now in existence or hereafter arising,
whether by acceleration or otherwise, in respect to Letters of Credit issued pursuant to the
Borrowing Base Facility Credit Agreement and all reimbursement obligations in respect
thereof,




     (c) all Second Lien Obligations including without limitation, all indebtedness,
obligations and liabilities, whether now in existence or hereafter arising, whether by
acceleration or otherwise, of PESC and/or KPC Pipeline LLC arising out of or under the
Pipeline Credit Agreement and each other Second Lien Document to which KPC Pipeline LLC is a
party, and all indebtedness, obligations and liabilities, whether now in existence or
hereafter arising, whether by acceleration or otherwise, and evidenced by those certain
promissory notes in the aggregate principal amount of Fifteen Million and 00/100 United
States Dollars (US $15,000,000.00) executed jointly and severally by PESC and KPC Pipeline
LLC and payable to the order of the Pipeline Facility Lenders on or before February 28, 2012
and all other notes given in substitution for the foregoing promissory notes, or in
modification, renewal, rearrangement or extension thereof, in whole or in part (such
promissory notes, as from time to time supplemented, amended or modified and all other notes
given in substitution therefor or in modification, renewal, rearrangement or extension
thereof, in whole or in part, being hereafter collectively called the “Second Lien
Notes;” the First Lien Notes and the Second Lien Notes collectively called the
“Notes”), and with interest, collection and attorneys’ fees, all as provided therein. It
being understood and agreed that the liens and security interests granted in this Security
Agreement to secure the indebtedness described in (c) above are junior, subject and
subordinated to the liens and security interests granted in this Security Agreement to
secure the indebtedness described in (a) and (b) above and this Security Agreement is a
Security Document (as defined in the Intercreditor Agreement) and is subject to the
agreements set forth in the Intercreditor Agreement,




     (d) all additional loans or advances made by the Beneficiaries to or for the benefit of
the Debtors pursuant to the Borrowing Base Facility Credit Agreement or any other First Lien
Document (it being contemplated that the Beneficiaries may lend additional sums to the
Debtors pursuant to the Borrowing Base Facility Credit Agreement or any other First Lien
Document from time to time, but shall not be obligated to do so, and each Debtor agrees that
any such additional loans shall be secured by this Security Agreement),




     (e) payment of and performance of any and all present or future obligations of any
Debtor according to the terms of any Lender Hedging Agreement and any other present or
future swap agreements, cap, floor, collar, forward agreement or other exchange or
protection agreement relating to interest rates, crude oil, natural gas or other
hydrocarbons or any option with respect to any such transaction now existing or hereafter
entered into between any Debtor and any Beneficiary, the counterparties to such transactions
and agreements being entitled to the benefits of the Collateral,



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     (f) any sums which may be advanced or paid by Secured Party or any Beneficiary under
the terms hereof or of the Borrowing Base Facility Credit Agreement or any other First Lien
Document on account of the failure of any Debtor to comply with the covenants of such Debtor
contained herein, or the failure of any Debtor to comply with the covenants of such Debtor
or any other Debtor contained in the Borrowing Base Facility Credit Agreement or any other
First Lien Document; and all other indebtedness of the Debtors arising pursuant to the
provisions of this Security Agreement, including penalties, indemnities, legal and other
fees, charges and expenses, and amounts advanced by and expenses incurred in order to
preserve any collateral or security interest, whether due after acceleration or otherwise;
and




     (g) all interest (including, without limitation, interest accruing at any post-default
rate and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding) in respect of all
of the indebtedness described herein and all costs of collection and attorneys’ fees, all as
provided herein and in the Borrowing Base Facility Credit Agreement and Pipeline Credit
Agreement.




     Obligor means any Person obligated with respect to any of the Collateral, whether as an
account debtor, obligor on an instrument, issuer of securities, or otherwise.




     Partnerships/Limited Liability Companies shall mean: (a) those partnerships and limited
liability companies listed on Annex B-1 attached hereto and incorporated herein by
reference, as such partnerships or limited liability companies exist or may hereinafter be
restructured; (b) any partnership, joint venture, or limited liability company in which any
Debtor shall, at any time, become a limited or general partner, venturer, or member; or (c)
any partnership, joint venture, or corporation formed as a result of the restructure,
reorganization, or amendment of the Partnerships/Limited Liability Companies.




     Partnership/Limited Liability Company Agreements shall mean: (a) those agreements
listed on Annex B-1 attached hereto and incorporated herein by reference (together with any
modifications, amendments, or restatements thereof); and (b) partnership agreements, joint
venture agreements, or organizational agreements for any of the partnerships, joint
ventures, or limited liability companies described in clause (b) of the definition of
“Partnerships/Limited Liability Companies” above (together with any modifications,
amendments or restatements thereof), and “Partnership/Limited Liability Company Agreement”
means any one of the Partnership/Limited Liability Company Agreements.




     Partnership/Limited Liability Company Interests shall mean all of each Debtor’s Rights,
title and interest now or hereafter accruing under the Partnership/Limited Liability Company
Agreements with respect to all distributions, allocations, proceeds, fees, preferences,
payments, or other benefits, which each Debtor now is or may hereafter become entitled to
receive with respect to such interests in the Partnerships/Limited Liability Companies and
with respect to the repayment of all loans now or hereafter made by each Debtor to the
Partnerships/Limited Liability Companies.




     Patents has the meaning set forth in Paragraph 4 hereof.




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



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     Pipeline Credit Agreement has the meaning set forth in Recital E hereto.




     Pipeline Facility Borrowers and Pipeline Facility Borrower have the meanings set forth
in Recital E hereto.




     Pipeline Facility Lenders and Pipeline Facility Lender have the meanings set forth in
Recital E hereto.




     Pledged Securities means, collectively, the Pledged Shares and any other Collateral
constituting securities.




     Pledged Shares has the meaning set forth in Paragraph 4 hereof.




     Prior Second Lien Credit Agreement has the meaning set forth in Recital B hereto.




     Prior First Lien Credit Agreement has the meaning set forth in Recital A hereto.




     QELP has the meaning set forth in Recital A hereto.




     Quest Cherokee has the meaning set forth in Recital A hereto.




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




     Second Lien Agent has the meaning set forth in the Intercreditor Agreement.




     Second Lien Document has the meaning set forth in the Intercreditor Agreement.




     Second Lien Notes has the meaning set forth in the definition of “Obligations”.




     Second Lien Obligations has the meaning set forth in the Intercreditor Agreement.




     Second Lien Secured Parties has the meaning set forth in the Intercreditor
Agreement.




     Secured Party has the meaning set forth in the introductory paragraph hereto.




     Security Agreement has the meaning set forth in the introductory paragraph hereto.




     Security Interest means the security interest granted and the pledge and assignment
made under Paragraph 3 hereof.




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




     Trademarks has the meaning set forth in Paragraph 4 hereof.




     UCC means the Uniform Commercial Code, including each such provision as it may
subsequently be renumbered, as enacted in the State of New York or other applicable
jurisdiction, as amended at the time in question.



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     3. SECURITY INTEREST. In order to secure the full and complete payment and performance of the
Obligations when due, each Debtor hereby grants to Secured Party a Security Interest in all of such
Debtor’s Rights, titles, and interests in and to the Collateral of such Debtor and pledges,
collaterally transfers, and assigns the Collateral to Secured Party, all upon and subject to the
terms and conditions of this Security Agreement. Obligations referred to herein includes all
renewals, extensions and modifications thereof, and all substitutions thereof, in whole or in part.
Such Security Interest is granted and pledge and assignment are made as security only and shall
not subject Secured Party to, or transfer or in any way affect or modify, any obligation of such
Debtor with respect to any of the Collateral or any transaction involving or giving rise thereto.



     4. COLLATERAL. As used herein, the term “Collateral” means the following items and types of
property, wherever located, now owned or in the future existing or acquired by a Debtor, and all
proceeds and products thereof, and any substitutes or replacements therefor:




     (a) all personal property and fixture property of every kind and nature including,
without limitation, all accounts, chattel paper (whether tangible or electronic), goods
(including inventory, equipment, and any accessions thereto), software, instruments,
investment property, documents, deposit accounts, money, commercial tort claims, letters of
credit and letter-of-credit rights, supporting obligations, tax refunds, and general
intangibles (including payment intangibles);




     (b) all Rights, titles, and interests of such Debtor in and to all outstanding stock,
equity, or other investment securities owned by such Debtor, including, without limitation,
all capital stock of each Subsidiary of such Debtor set forth on Annex B-1 (“Pledged
Shares”); provided, however, PESC’s limited liability company membership interest in KPC
Pipeline LLC is not pledged pursuant to this Security Agreement but will be pledged pursuant
to a separate pledge agreement whereby the Pipeline Facility Lenders will have a first
priority Lien on such limited liability company membership interests and the Borrowing Base
Facility Lenders will have a second priority Lien;




     (c) all Rights, titles, and interests of such Debtor in and to all promissory notes and
other instruments payable to such Debtor, including, without limitation, all inter-company
notes from Subsidiaries, to the extent not merely evidenced by book entries, and those set
forth on Annex B-1 (“Collateral Notes”) and all Rights, titles, interests, and Liens such
Debtor may have, be, or become entitled to under all present and future loan agreements,
security agreements, pledge agreements, deeds of trust, mortgages, guarantees, or other
documents assuring or securing payment of or otherwise evidencing the Collateral Notes,
including, without limitation, those set forth on Annex B-1 (“Collateral Note Security”);




     (d) the Partnership/Limited Liability Company Interests and all Rights of such Debtor
with respect thereto, including, without limitation, all Partnership/Limited Liability
Company Interests set forth on Annex B-1 and all of such Debtor’s distribution rights,
income rights, liquidation interest, accounts, contract rights, general intangibles, notes,
instruments, drafts, and documents relating to the Partnership/Limited Liability Company
Interests;




     (e) (i) all copyrights (whether statutory or common law, registered or unregistered),
works protectable by copyright, copyright registrations, copyright licenses, and copyright
applications of such Debtor, including, without limitation, all of such Debtor’s Right,
title, and



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interest in and to all copyrights registered in the United States Copyright Office or
anywhere else in the world and also including, without limitation, the copyrights set forth
on Annex B-2; (ii) all renewals, extensions, and modifications thereof, (iii) all income,
licenses, royalties, damages, profits, and payments relating to or payable under any of the
foregoing; (iv) the Right to sue for past, present, or future infringements of any of the
foregoing; and (v) all other rights and benefits relating to any of the foregoing throughout
the world; in each case, whether now owned or hereafter acquired by such Debtor
(“Copyrights”);




     (f) (i) all patents, patent applications, patent licenses, and patentable inventions of
such Debtor, including, without limitation, registrations, recordings, and applications
thereof in the United States Patent and Trademark Office or in any similar office or agency
of the United States of America, any state thereof or any other country or any political
subdivision thereof including, without limitation, those set forth on Annex B-2, and all of
the inventions and improvements described and claimed therein; (ii) all continuations,
divisions, renewals, extensions, modifications, substitutions, reexaminations,
continuations-in-part, or reissues of any of the foregoing; (iii) all income, royalties,
profits, damages, awards, and payments relating to or payable under any of the foregoing;
(iv) the right to sue for past, present, and future infringements of any of the foregoing;
and (v) all other rights and benefits relating to any of the foregoing throughout the world;
in each case, whether now owned or hereafter acquired by such Debtor (“Patents”);




     (g) (i) all trademarks, trademark licenses, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks, certification
marks, collective marks, logos, other business identifiers, all registrations, recordings,
and applications thereof including, without limitation, registrations, recordings, and
applications in the United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or any political
subdivision thereof including, without limitation, those set forth on Annex B-2; (ii) all
reissues, extensions, and renewals thereof; (iii) all income, royalties, damages, and
payments now or hereafter relating to or payable under any of the foregoing including,
without limitation, damages or payments for past or future infringements of any of the
foregoing; (iv) the right to sue for past, present, and future infringements of any of the
foregoing; (v) all rights corresponding to any of the foregoing throughout the world; and
(vi) all goodwill associated with and symbolized by any of the foregoing, in each case,
whether now owned or hereafter acquired by such Debtor (“Trademarks”, and collectively with
the Copyrights and the Patents, the “Intellectual Property”);




     (h) intentionally deleted;




     (i) all present and future automobiles, trucks, truck tractors, trailers,
semi-trailers, or other motor vehicles or rolling stock, now owned or hereafter acquired by
such Debtor (collectively, the “Vehicles”);




     (j) any and all material deposit accounts, bank accounts, investment accounts, or
securities accounts, now owned or hereafter acquired or opened by such Debtor including,
without limitation, any such accounts set forth on Annex B-1, and any account which is a
replacement or substitute for any of such accounts, together with all monies, instruments,
certificates, checks, drafts, wire transfer receipts, and other property deposited therein
and all balances therein (the “Deposit Accounts”);



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Credit Facility Pledge & Security Agreement

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     (k) all permits, licenses and other authorizations (“Authorizations”) issued by any
governmental authority, to the extent and only to the extent that the grant of a security
interest in any such Authorization does not result in the forfeiture of, or default under,
any such Authorization;




     (l) all present and future distributions, income, increases, profits, combinations,
reclassifications, improvements, and products of, accessions, attachments, and other
additions to, tools, parts, and equipment used in connection with, and substitutes and
replacements for, all or part of the Collateral described above;




     (m) all present and future accounts, contract rights, general intangibles, chattel
paper, documents, instruments, cash and noncash proceeds, and other Rights arising from or
by virtue of, or from the voluntary or involuntary sale or other disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or proceeds
payable by virtue of warranty or other claims against the manufacturer of, or claims against
any other Person with respect to, all or any part of the Collateral heretofore described in
this clause or otherwise; and




     (n) all present and future security for the payment to such Debtor or any Subsidiary of
any of the Collateral described above and non-inventory goods which will give rise to any
such Collateral or are evidenced, identified, or represented therein or thereby.



     Provided, however, Collateral does not include the Excluded Assets, the limited liability
company membership interest in Eastern or the Three Little Pipes.


The description of the Collateral contained in this Paragraph 4 shall not be deemed to permit any
action prohibited by this Security Agreement or by the terms incorporated in this Security
Agreement.




     5. REPRESENTATIONS AND WARRANTIES. Each Debtor represents and warrants to Secured Party that:




     (a) Borrowing Base Facility Credit Agreement. Certain representations and
warranties in the Borrowing Base Facility Credit Agreement are applicable to each Debtor or
its assets or operations, and each such representation is true and correct, in all material
respects.




     (b) Binding Obligation/Perfection. This Security Agreement creates a legal,
valid, and binding Lien in and to the Collateral in favor of Secured Party and enforceable
against each Debtor, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other Laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at Law.
For Collateral in which the Security Interest may be perfected by the filing of Financing
Statements pursuant to Article 9 of the UCC, once those Financing Statements have been
properly filed in the jurisdictions described on Annex A hereto, the Security Interest in
that Collateral will be fully perfected and the Security Interest will constitute a
first-priority Lien on such Collateral, subject only to Permitted Liens and the lien
priority provisions hereof and of the Intercreditor Agreement. With respect to Collateral
consisting of investment property (other than Pledged Securities covered by Paragraph 5(j)),
Deposit Accounts, electronic chattel paper, letter-of-credit rights, and instruments, upon
the delivery of such Collateral to Secured Party or delivery of an executed Control
Agreement with respect to such Collateral, the Security Interest in that Collateral will be
fully perfected and the



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Security Interest will constitute a first-priority Lien on such Collateral, subject
only to Permitted Liens and the lien priority provisions hereof and of the Intercreditor
Agreement. None of the Collateral has been delivered nor control with respect thereto given
to any Person other than the Secured Party. Other than the Financing Statements and Control
Agreements with respect to this Security Agreement, there are no other financing statements
or control agreements covering any Collateral, other than those evidencing Permitted Liens.
The creation of the Security Interest does not require the consent of any Person that has
not been obtained.




     (c) Debtor Information. Each Debtor’s exact legal name, mailing address,
jurisdiction of organization, type of entity, and state issued organizational identification
number are as set forth on Annex A hereto.




     (d) Location/Fixtures. (i) Each Debtor’s place of business and chief executive
office is where such Debtor is entitled to receive notices hereunder; the present location
of such Debtor’s books and records concerning any of the Collateral that is accounts is as
set forth on Annex A hereto, and the location of all other Collateral, including, without
limitation, such Debtor’s inventory and equipment (but excluding fixtures) is as set forth
on Annex A hereto; and, except as noted on Annex A hereto, all such books, records, and
Collateral are in such Debtor’s possession, and (ii) substantially all the Collateral that
is or may be fixtures is located on or affixed to the real property described in deeds of
trust or mortgages executed by such Debtor in favor of Secured Party pursuant to the
Borrowing Base Facility Credit Agreement or on Annex A hereto.




     (e) Governmental Authority. Other than the filing of Financing Statements
contemplated hereby, appropriate filings to perfect the Security Interest in the
Intellectual Property, the notation of a Lien in favor of the Secured Party on any motor
vehicle certificate of title and the filing of a fixture filing in the counties where any
fixtures or other real estate interests are located, no Authorization, approval, or other
action by, and no notice to or filing with, any Governmental Authority is required either
(i) for the pledge by such Debtor of the Collateral pursuant to this Security Agreement or
for the execution, delivery, or performance of this Security Agreement by such Debtor, or
(ii) for the exercise by Secured Party of the voting or other Rights provided for in this
Security Agreement or the remedies in respect of the Collateral pursuant to this Security
Agreement (except as may be required in connection with the disposition of the Pledged
Securities by Laws affecting the offering and sale of securities generally).




     (f) Maintenance of Collateral. All tangible Collateral which is useful in and
necessary to each Debtor’s business is in good repair and condition, ordinary wear and tear
excepted.




     (g) Liens. Each Debtor owns, leases or has valid rights to use all presently
existing Collateral, and will acquire or lease all hereafter-acquired Collateral, free and
clear of all Liens, except Permitted Liens and the Liens created hereunder and under the
Intercreditor Agreement.




     (h) Collateral. Annex B-1 accurately lists all Collateral Notes, Collateral
Note Security, Pledged Shares, Partnership/Limited Liability Company Interests, commercial
tort claims, and Deposit Accounts.



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     (i) Instruments, Chattel Paper, Collateral Notes, and Collateral Note Security.
All material instruments and chattel paper including, without limitation, the Collateral
Notes, have been delivered to Secured Party, together with corresponding endorsements duly
executed by such Debtor in favor of Secured Party, and such endorsements have been duly and
validly executed and are binding and enforceable against such Debtor in accordance with
their terms. Each material Collateral Note and the documents evidencing the Collateral Note
Security are in full force and effect; there have been no renewals or extensions of, or
amendments, modifications, or supplements which would materially adversely affect such
Collateral Notes or Collateral Note Security; and no “default” or “event of default” has
occurred and is continuing under any such Collateral Note or documents evidencing the
Collateral Note Security. Each Debtor has good title to the Collateral Notes and Collateral
Note Security, and such Collateral Notes and Collateral Note Security are free from any
claim for credit, deduction, or allowance of an Obligor and free from any defense,
condition, dispute, setoff, or counterclaim which could materially adversely affect the
value thereof, and there is no extension or indulgence with respect thereto.




     (j) Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares
is duly authorized, validly issued, fully paid, and non-assessable (except to the extent
required by applicable Law), and the transfer thereof is not subject to any restrictions,
other than restrictions imposed hereunder and by applicable securities and corporate Laws or
Permitted Liens. The Pledged Securities securing the Obligations include 100% of the issued
and outstanding common stock or other equity interests of each Subsidiary of each Debtor
owned by such Debtor Each Debtor has good title to the Pledged Securities owned by such
Debtor, free and clear of all Liens and encumbrances thereon (except for the Security
Interest created hereby or under the Intercreditor Agreement or Permitted Liens), and has
delivered to Secured Party (i) all stock certificates, or other instruments or documents
representing or evidencing the Pledged Securities, together with corresponding assignment or
transfer powers duly executed in blank by such Debtor, and such powers have been duly and
validly executed and are binding and enforceable against such Debtor in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other Laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at Law or (ii) to the
extent such Pledged Securities are uncertificated, an executed Acknowledgment of Pledge in
the form of Annex D with respect to such Pledged Securities. The pledge of the Pledged
Securities in accordance with the terms hereof creates a valid and perfected first priority
security interest in the Pledged Securities securing payment of the Obligations, subject to
Permitted Liens and the lien priority provisions hereof and of the Intercreditor Agreement.




     (k) Partnership/Limited Liability Company Interests. Each Partnership/Limited
Liability Company issuing a Partnership/Limited Liability Company Interest, is duly
organized, currently existing, and in good standing in the jurisdiction of its formation;
except in connection with the Restructure Transactions, there have been no material
amendments, modifications, or supplements to any agreement or certificate creating any
Partnership/Limited Liability Company or any material contract relating to the
Partnerships/Limited Liability Companies, of which Secured Party has not been advised in
writing; no event of default, default, breach, or potential default has occurred and is
continuing under any Partnership/Limited Liability Company Agreement, except for such
defaults or breaches that would result from the Restructure Transactions or would not
reasonably be expected to result in a Material Adverse Effect; and no approval or consent of
the partners of any Partnership/Limited Liability Company is required as a



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condition to the validity and enforceability of the Security Interest created hereby or
the consummation of the transactions contemplated hereby which has not been duly obtained by
the relevant Debtor. Each Debtor has good title to its Partnership/Limited Liability Company
Interests free and clear of all Liens and encumbrances (except for the Security Interest
granted hereby or under the Intercreditor Agreement or Permitted Liens). The
Partnership/Limited Liability Company Interests are validly issued, fully paid, and
nonassessable (except to the extent required by applicable Law) and are not subject to
statutory, contractual, or other restrictions governing their transfer, ownership, or
control, except as set forth in the applicable Partnership/Limited Liability Company
Agreements or applicable securities Laws or Permitted Liens. All capital contributions
required to be made by the terms of the Partnership/Limited Liability Company Agreements for
each Partnership/Limited Liability Company as of the date hereof have been made. No
Partnership/Limited Liability Company interests owned by a Debtor are evidenced by
certificates.




     (1) Accounts. All Collateral that is accounts, contract rights, chattel paper,
instruments, payment intangibles, or general intangibles is free from any claim for credit,
deduction, or allowance of an Obligor, from any defense, condition, dispute, setoff, or
counterclaim (collectively “Deductions”), and there is no extension or indulgence with
respect thereto, except to the extent such Deductions, extensions and indulgences could not
reasonably be expected to have a Material Adverse Effect.




     (m) Deposit Accounts. With respect to the Deposit Accounts, (i) each Debtor
maintains its Deposit Account with the banks listed on Annex B-1 hereto, (ii) upon request
by the Secured Party, each Debtor shall use its reasonable efforts to, within thirty (30)
days of such request, cause each such bank to acknowledge to Secured Party that each such
Deposit Account is subject to the Security Interest and Liens herein created, that the
pledge of such Deposit Account has been recorded in the books and records of such bank, and
that Secured Party shall have “control” (as defined in the UCC) over such Deposit Account,
and (iii) each Debtor has the legal Right to pledge and assign to Secured Party the funds
deposited and to be deposited in each such Deposit Account.




     (n) Intellectual Property.




     (i) All of the Intellectual Property is subsisting, valid, and enforceable
(except where any failure to be subsisting, valid and enforceable would not
reasonably be expected to have a Material Adverse Effect). The information
contained on Annex B-2 hereto is true, correct and complete. All issued Patents,
Patent applications, registered Trademarks, Trademark applications, registered
Copyrights, and Copyright applications of each Debtor are identified on Annex B-2
hereto.




     (ii) Except for off-the-shelf software and other Intellectual Property of which
a Debtor is licensee (as to which this representation is inapplicable), each Debtor
is the sole and exclusive owner of, the entire and unencumbered Right, title, and
interest in and to its owned Intellectual Property free and clear of any Liens
including, without limitation, any pledges, assignments, licenses, user agreements,
and covenants by such Debtor not to sue third Persons, other than Permitted Liens or
licenses permitted by Paragraph 8(c).



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     (iii) As of the date hereof, to each Debtor’s knowledge, no third party is
infringing any of such Debtor’s Rights under its Intellectual Property.




     (iv) Each Debtor has performed and will continue to perform all acts and has
paid and will continue to pay all required fees and Taxes to maintain each material
item of the Intellectual Property in full force and effect throughout the world, as
applicable.




     (v) Each of the Patents and Trademarks identified on Annex B-2 hereto, to the
extent required in the relevant Debtor’s reasonable business judgment, has been
properly registered with the United States Patent and Trademark Office and in
corresponding offices throughout the world (where appropriate) and each of the
Copyrights identified on Annex B-2 hereto to the extent required in the relevant
Debtor’s reasonable business judgment, has been properly registered with the United
States Copyright Office and in corresponding offices throughout the world (where
appropriate).




     (vi) As of the date hereof, to each Debtor’s knowledge, no claims with respect
to its Intellectual Property have been asserted and are pending (i) to the effect
that the sale, licensing, pledge, or use of any of the products of such Debtor’s
business infringes any other party’s valid copyright, trademark, service mark, trade
secret, or other intellectual property Right, (ii) against the use by such Debtor of
any Intellectual Property used in such Debtor’s business as currently conducted, or
(iii) challenging the ownership or use by such Debtor of any of the Intellectual
Property that such Debtor purports to own or use.


The foregoing representations and warranties will be true and correct in all material respects with
respect to any additional Collateral or additional specific descriptions of certain Collateral
delivered to Secured Party in the future by a Debtor. The failure of any of these representations
or warranties or any description of Collateral therein to be accurate or complete shall not impair
the Security Interest in any such Collateral.




     6. COVENANTS. So long as any Borrowing Base Facility Lenders are committed to make Credit
Extensions under the Borrowing Base Facility Credit Agreement, and until the Obligations are paid
and performed in full (except as provided in Sections 10.01(d) and 10.01(e) of the Borrowing Base
Facility Credit Agreement), each Debtor covenants and agrees with Secured Party that such Debtor
will:




     (a) Borrowing Base Facility Credit Agreement. (i) Comply with, perform, and be
bound by all applicable covenants and agreements in the Borrowing Base Facility Credit
Agreement, each of which is hereby ratified and confirmed.




     (b) Books and Records Concerning Collateral; Inspection Rights. Each Debtor
shall comply with the provisions of Section 6.09 and 6.10 of the Borrowing Base Facility
Credit Agreement regarding records concerning and inspection rights relating to the
Collateral. In addition, from time to time at the request of Secured Party deliver to
Secured Party such information regarding such Debtor that is in the possession of Debtor as
Secured Party may reasonably request.




     (c) Annexes. Together with the delivery of compliance certificates pursuant to
Section 6.02(a) of the Borrowing Base Facility Credit Agreement, update all annexes hereto
if



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any information therein shall become inaccurate or incomplete and such updated Annexes
shall replace the existing Annexes for all purposes of this Agreement. Notwithstanding any
other provision herein, a Debtor’s failure to describe any Collateral required to be listed
on any annex hereto shall not impair Secured Party’s Security Interest in the Collateral.




     (d) Perform Obligations. Perform all of such Debtor’s duties under and in
connection with each transaction to which the Collateral, or any material part thereof,
relates, in the ordinary course of business except when in such Debtor’s business judgment
non-performance is justified. Notwithstanding anything to the contrary contained herein,
(i) such Debtor shall remain liable under the contracts, agreements, documents, and
instruments included in the Collateral to the extent set forth therein to perform all of its
duties and obligations thereunder to the same extent as if this Security Agreement had not
been executed, (ii) the exercise by Secured Party of any of its Rights or remedies hereunder
shall not release such Debtor from any of its duties or obligations under the contracts,
agreements, documents, and instruments included in the Collateral, and (iii) Secured Party
shall not have any indebtedness, liability, or obligation under any of the contracts,
agreements, documents, and instruments included in the Collateral by reason of this Security
Agreement, and Secured Party shall not be obligated to perform any of the obligations or
duties of such Debtor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.




     (e) Intentionally Deleted.




     (f) Collateral in Trust. Hold in trust (and not commingle with other assets of
such Debtor) for Secured Party all Collateral that is chattel paper, instruments, Collateral
Notes, Pledged Securities, or Documents (as defined in Article 9 of the UCC) at any time
received by such Debtor, and promptly deliver same to Secured Party, unless Secured Party at
its option (which may be evidenced only by a writing signed by Secured Party stating that
Secured Party elects to permit such Debtor to so retain) permits such Debtor to retain the
same, but any chattel paper, instruments, Collateral Notes, Pledged Securities, or Documents
(as defined in Article 9 of the UCC) and (to the extent required under paragraph (t) hereof)
so retained shall be marked to state that they are assigned to Secured Party; each such
instrument shall be endorsed to the order of Secured Party (but the failure of same to be so
marked or endorsed shall not impair the Security Interest thereon).




     (g) Control. Execute all documents and take any action required by Secured
Party in order for Secured Party to obtain “control” (as defined in the UCC) with respect to
Collateral consisting of Deposit Accounts, investment property, uncertificated Pledged
Securities, and letter-of-credit rights. If a Debtor at any time holds or acquires an
interest in any electronic chattel paper or any “transferable record,” as that term is
defined in the federal Electronic Signatures in Global and National Commerce Act, or in the
Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, promptly
notify Secured Party thereof and, at the request of Secured Party, take such action as
Secured Party may reasonably request to vest in Secured Party control under the UCC of such
electronic chattel paper or control under the federal Electronic Signatures in Global and
National Commerce Act or, as the case may be, the Uniform Electronic Transactions Act, as so
in effect in such jurisdiction, of such transferable record.




     (h) Further Assurances. At such Debtor’s expense and Secured Party’s request,
before or after a Default or Event of Default: (i) file or cause to be filed such
applications and take such



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other actions as Secured Party may reasonably request to obtain the consent or approval
of any Governmental Authority to Secured Party’s Rights hereunder including, without
limitation, the Right to sell all the Collateral upon an Event of Default without additional
consent or approval from such Governmental Authority (and, because such Debtor agrees that
Secured Party’s remedies at Law for failure of such Debtor to comply with this provision
would be inadequate and that such failure would not be adequately compensable in damages,
such Debtor agrees that its covenants in this provision may be specifically enforced); (ii)
from time to time promptly execute and deliver to Secured Party all such other assignments,
certificates, supplemental documents, and financing statements, and do all other acts or
things as Secured Party may reasonably request in order to more fully create, evidence,
perfect, continue, and preserve the priority of the Security Interest and to carry out the
provisions of this Security Agreement; and (iii) pay all filing fees in connection with any
financing, continuation, or termination statement or other instrument with respect to the
Security Interests.




     (i) Encumbrances. Not create, permit, or suffer to exist, and shall defend the
Collateral against, any Lien or other encumbrance on the Collateral, other than Permitted
Liens, and shall defend such Debtor’s Rights in the Collateral and Secured Party’s Security
Interest in the Collateral against the claims and demands of all Persons except those
holding or claiming Permitted Liens. No Debtor shall do anything to impair the Rights of
Secured Party in the Collateral.




     (j) Estoppel and Other Agreements and Matters. Upon the reasonable request of
Secured Party, either (i) use commercially reasonable efforts to cause the landlord or
lessor for each location where any material inventory or equipment is maintained to execute
and deliver to Secured Party an estoppel and subordination agreement in such form as may be
reasonably acceptable to Secured Party and its counsel, or (ii) deliver to Secured Party a
legal opinion or other evidence (in each case that is reasonably satisfactory to Secured
Party and it counsel) that neither the applicable lease nor the Laws of the jurisdiction in
which that location is situated provide for a contractual, common Law, or statutory
landlord’s Lien that is senior to or pari passu with the Security Interest.




     (k) Fixtures. For any Collateral that is a fixture or an accession which has
been attached to real estate or other goods prior to the perfection of the Security
Interest, use commercially reasonable efforts to furnish to Secured Party, upon reasonable
demand, a disclaimer of interest in each such fixture or accession and a consent in writing
to the Security Interest of Secured Party therein, signed by all Persons having any interest
in such fixture or accession by virtue of any interest in the real estate or other goods to
which such fixture or accession has been attached.




     (l) Certificates of Title. Upon the request of Secured Party, if a certificate
of title is issued or outstanding with respect to any Vehicle with a fair market value of at
least $50,000, cause the Security Interest to be properly noted thereon.




     (m) Warehouse Receipts Non-Negotiable. If any warehouse receipt or receipt in
the nature of a warehouse receipt is issued in respect of any of the Collateral, agree that
such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such
term is used in Section 7-104 of the UCC) unless such warehouse receipt or receipt in the
nature thereof is delivered to Secured Party.



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     (n) Impairment of Collateral. Not use any material portion of the Collateral,
or permit the same to be used, for any unlawful purpose, in any manner that is reasonably
likely to materially adversely impair the value or usefulness of the Collateral, or in any
manner inconsistent with the provisions or requirements of any policy of insurance thereon
nor affix or install any accessories, equipment, or device on the Collateral or on any
component thereof if such addition will materially impair the original intended function or
use of the Collateral or such component.




     (o) Collateral Notes and Collateral Note Security. Without the prior written
consent of Secured Party not (i) materially modify or substitute, or permit material
modification or substitution of, any Collateral Note or any document evidencing the
Collateral Note Security, if the effect thereof would be to materially adversely affect the
value of the Collateral Notes and Collateral Note Security taken as a whole, or (ii) release
any material portion of any Collateral Note Security unless paid in full or otherwise
specifically required by the terms thereof, except in the exercise of such Debtor’s
reasonable business judgment.




     (p) Securities. Except as permitted by the Borrowing Base Facility Credit
Agreement, not sell, exchange, or otherwise dispose of, any of the Pledged Securities; and
take any action requested by Secured Party to allow Secured Party to fully enforce its
Security Interest in the Pledged Securities including, without limitation, the filing of any
claims with any court, liquidator, trustee, custodian, receiver, or other like person or
party.




     (q) Depository Bank. With respect to any Deposit Accounts, (i) maintain the
Deposit Accounts at the banks (a “Depository Bank”) described on Annex B-1 or such
additional depository banks as described in the notices given pursuant to clause (iv) of
this Section 6(q) as have complied with item (iv) hereof, (ii) upon request of the Secured
Party, deliver to each depository bank a letter in the form of Annex C hereto with respect
to Secured Party’s Rights in such Deposit Account (or such other reasonable form as may be
provided by the Depository Bank) and use commercially reasonable efforts to obtain the
execution of such letter by each Depository Bank that the pledge of such Deposit Account has
been recorded in the books and records of such bank and that Secured Party shall have
dominion and control over such Deposit Account; (iii) upon request of the Secured Party,
deliver to Secured Party all certificates or instruments, if any, now or hereafter
representing or evidencing the Deposit Accounts, accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably satisfactory to
Secured Party; and (iv) notify Secured Party upon establishing any additional Deposit
Accounts and, at the request of Secured Party, use commercially reasonable efforts to obtain
from such depository bank an executed letter substantially in the form of Annex C (or such
other reasonable form as may be provided by the Depository Bank) and deliver the same to
Secured Party. Secured Party agrees not to exercise control over such Deposit Account
unless an Event of Default shall have occurred and be continuing.




     (t) Marking of Chattel Paper. At the request of Secured Party, not create any
chattel paper without placing a legend on the chattel paper acceptable to Secured Party
indicating that Secured Party has a security interest in the chattel paper.




     (u) Modification of Accounts. In accordance with prudent business practices,
endeavor to collect or cause to be collected from each account debtor under its accounts, as
and



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when due, any and all amounts owing under such accounts. Except in the ordinary course
of business consistent with prudent business practices and industry standards, without the
prior written consent of Secured Party, no Debtor shall (i) grant any extension of time for
any payment with respect to any of the accounts, (ii) compromise, compound, or settle any of
the accounts for less than the full amount thereof, (iii) release, in whole or in part, any
Person liable for payment of any of the accounts, (iv) allow any credit or discount for
payment with respect to any account other than trade discounts granted in the ordinary
course of business, (v) release any Lien or guaranty securing any account, or (vi) modify or
substitute, or permit the modification or substitution of, any contract to which any of the
Collateral which is accounts relates.




     (v) Intellectual Property.




     (i) Prosecute diligently all applications in respect of Intellectual Property,
now or hereafter pending;




     (ii) Except to the extent not required in such Debtor’s reasonable business
judgment, make federal applications on all of its unpatented but patentable
inventions and all of its registrable but unregistered Copyrights and Trademarks;




     (iii) Preserve and maintain all of its material Rights in the Intellectual
Property and protect the Intellectual Property from infringement, unfair
competition, cancellation, or dilution by all appropriate action necessary in such
Debtor’s reasonable business judgment including, without limitation, the
commencement and prosecution of legal proceedings to recover damages for
infringement and to defend and preserve its rights in the Intellectual Property;




     (iv) Not abandon any of the Intellectual Property necessary to the conduct of
its business in the exercise of such Debtor’s reasonable business judgment;




     (v) Maintain the quality of any and all products and services with respect to
which the Intellectual Property is used except to the extent not required in
Debtor’s reasonable business judgment;




     (vi) Not enter into any agreement including, but not limited to any licensing
agreement, that is inconsistent with such Debtor’s obligations under this Security
Agreement or any of the other First Lien Documents;




     (vii) Give Secured Party prompt written notice if such Debtor shall obtain
Rights to or become entitled to the benefit of any Intellectual Property not
identified on Annex B-2 hereto; and




     (viii) If an Event of Default exists, use its reasonable efforts to obtain any
consents, waivers, or agreements necessary to enable Secured Party to exercise its
rights and remedies with respect to the Intellectual Property.



     7. DEFAULT; REMEDIES. If an Event of Default exists, Secured Party may, at its election (but
subject to the terms and conditions of the Intercreditor Agreement and Borrowing Base Facility
Credit Agreement), exercise any and all Rights available to a secured party under the UCC and



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other applicable Law, in addition to any and all other Rights afforded by the First Lien
Documents, at law, in equity, or otherwise including, without limitation, (a) requiring a Debtor to
assemble all or part of the Collateral and make it available to Secured Party at a place to be
designated by Secured Party which is reasonably convenient to such Debtor and Secured Party, (b) to
the extent permitted by each Debtor’s insurance carrier, surrendering any policies of insurance on
all or part of the Collateral and receiving and applying the unearned premiums as a credit on the
Obligations, (c) applying by appropriate judicial proceedings for appointment of a receiver for all
or part of the Collateral (and such Debtor hereby consents to any such appointment), and (d)
applying to the Obligations any cash held by Secured Party under this Security Agreement,
including, without limitation, any cash in the Cash Collateral Account (defined in Section 8(h)).





     (a) Notice. Reasonable notification of the time and place of any public sale of
the Collateral of any Debtor, or reasonable notification of the time after which any private
sale or other intended disposition of the Collateral is to be made, shall be sent to such
Debtor and to any other Person entitled to notice under the UCC; provided that, if any of
the Collateral threatens to decline speedily in value or is of the type customarily sold on
a recognized market, Secured Party may sell or otherwise dispose of the Collateral without
notification, advertisement, or other notice of any kind. It is agreed that notice sent or
given not less than ten (10) Business Days prior to the taking of the action to which the
notice relates is reasonable notification and notice for the purposes of this subparagraph.




     (b) Condition of Collateral; Warranties. Secured Party has no obligation to
clean-up or otherwise prepare the Collateral for sale. Secured Party may sell the Collateral
without giving any warranties as to the Collateral. Secured Party may specifically disclaim
any warranties of title or the like. This procedure will not be considered to affect
adversely the commercial reasonableness of any sale of the Collateral.




     (c) Compliance with Other Laws. Secured Party may comply with any applicable
state or federal law requirements in connection with a disposition of the Collateral and
compliance will not be considered to adversely affect the commercial reasonableness of any
sale of the Collateral.




     (d) Sales of Pledged Securities.




     (i) Each Debtor agrees that, because of the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder (collectively, the “Securities
Act”), or any other Laws or regulations, and for other reasons, there may be legal
or practical restrictions or limitations affecting Secured Party in any attempts to
dispose of certain portions of the Pledged Securities and for the enforcement of its
Rights. For these reasons, Secured Party is hereby authorized by each Debtor, but
not obligated, upon the occurrence and during the continuation of an Event of
Default, to sell all or any part of the Pledged Securities at private sale, subject
to an investment letter or in any other manner which will not require the Pledged
Securities, or any part thereof, to be registered in accordance with the Securities
Act or any other Laws or regulations, at a reasonable price at such private sale or
other distribution in the manner mentioned above. Each Debtor understands that
Secured Party may in its discretion approach a limited number of potential
purchasers and that a sale under such circumstances may yield a lower price for the
Pledged Securities, or any part thereof, than would otherwise be



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obtainable if such Collateral were either offered to a larger number of
potential purchasers, registered under the Securities Act, or sold in the open
market. Each Debtor agrees that any such private sale made under this Paragraph 7(d)
shall be deemed to have been made in a commercially reasonable manner, and that
Secured Party has no obligation to delay the sale of any Pledged Securities to
permit the issuer thereof to register it for public sale under any applicable
federal or state securities Laws.




     (ii) Secured Party is authorized, in connection with any such sale, (A) to
restrict the prospective bidders on or purchasers of any of the Pledged Securities
to a limited number of sophisticated investors who will represent and agree that
they are purchasing for their own account for investment and not with a view to the
distribution or sale of any of such Pledged Securities, and (B) to impose such other
limitations or conditions in connection with any such sale as Secured Party
reasonably deems necessary in order to comply with applicable Law. Each Debtor
covenants and agrees that it will execute and deliver such documents and take such
other action as Secured Party reasonably deems necessary in order that any such sale
may be made in compliance with applicable Law. Upon any such sale, Secured Party
shall have the Right to deliver, assign, and transfer to the purchaser thereof the
Pledged Securities so sold in accordance with any applicable federal and state
securities laws. Each purchaser at any such sale shall hold the Pledged Securities
so sold absolutely free from any claim or Right of any Debtor of whatsoever kind,
including any equity or Right of redemption of such Debtor. Each Debtor, to the
extent permitted by applicable Law, hereby specifically waives all Rights of
redemption, stay, or appraisal which it has or may have under any Law now existing
or hereafter enacted.




     (iii) Each Debtor agrees that ten (10) Business Days’ written notice from
Secured Party to such Debtor of Secured Party’s intention to make any such public or
private sale or sale at a broker’s board or on a securities exchange shall
constitute reasonable notice under the UCC. Such notice shall (A) in case of a
public sale, state the time and place fixed for such sale, (B) in case of sale at a
broker’s board or on a securities exchange, state the board or exchange at which
such a sale is to be made and the day on which the Pledged Securities, or the
portion thereof so being sold, will first be offered to sale at such board or
exchange, and (C) in the case of a private sale, state the day after which such sale
may be consummated. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as Secured Party may fix in the
notice of such sale. At any such sale, the Pledged Securities may be sold in one lot
as an entirety or in separate parcels, as Secured Party may reasonably determine.
Secured Party shall not be obligated to make any such sale pursuant to any such
notice. Secured Party may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement at
the time and place fixed for the sale, and such sale may be made at any time or
place to which the same may be so adjourned.




     (iv) In case of any sale of all or any part of the Pledged Securities on credit
or for future delivery, the Pledged Securities so sold may be retained by Secured
Party until the selling price is paid by the purchaser thereof, but Secured Party
shall not incur any liability in case of the failure of such purchaser to take up
and pay for the Pledged Securities so sold and in case of any such failure, such
Pledged Securities may again be



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sold upon like notice. Secured Party, instead of exercising the power of sale
herein conferred upon it, may proceed by a suit or suits at law or in equity to
foreclose the Security Interests and sell the Pledged Securities, or any portion
thereof, under a judgment or decree of a court or courts of competent jurisdiction.




     (v) Without limiting the foregoing, or imposing upon Secured Party any
obligations or duties not required by applicable Law, each Debtor acknowledges and
agrees that, in foreclosing upon any of the Pledged Securities, or exercising any
other Rights or remedies provided Secured Party hereunder or under applicable Law,
Secured Party may, but shall not be required to, (A) qualify or restrict prospective
purchasers of the Pledged Securities by requiring evidence of sophistication or
creditworthiness, and requiring the execution and delivery of confidentiality
agreements or other documents and agreements as a condition to such prospective
purchasers’ receipt of information regarding the Pledged Securities or participation
in any public or private foreclosure sale process, (B) provide to prospective
purchasers business and financial information regarding such Debtor and its
Subsidiaries available in the files of Secured Party at the time of commencing the
foreclosure process, without the requirement that Secured Party obtain, or seek to
obtain, any updated business or financial information or verify, or certify to
prospective purchasers, the accuracy of any such business or financial information,
or (C) offer for sale and sell the Pledged Securities with or without first
employing an appraiser, investment banker, or broker with respect to the evaluation
of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or
the manner of sale of Pledged Securities.




     (e) Application of Proceeds. Secured Party shall apply the proceeds of any sale
or other disposition of the Collateral under this Paragraph 7 in the order set forth in
Section 4.03 of the Intercreditor Agreement, or if the Intercreditor Agreement has been
terminated pursuant to its terms, then as follows: first, to the payment of all expenses
incurred in retaking, holding, and preparing any of the Collateral for sale(s) or other
disposition, in arranging for such sale(s) or other disposition, and in actually selling or
disposing of the same (all of which are part of the Obligations); second, toward repayment
of amounts expended by Secured Party under Paragraph 8; and third, toward payment of the
balance of the Obligations in the order and manner specified in the Borrowing Base Facility
Credit Agreement. Any surplus remaining shall be delivered to the relevant Debtor or as a
court of competent jurisdiction may direct. If the proceeds are insufficient to pay the
Obligations in full, Debtors shall remain liable for any deficiency.




     (f) Sales on Credit. If Secured Party sells any of the Collateral of any Debtor
upon credit, such Debtor will be credited only with payments actually made by the purchaser,
received by the Secured Party, and applied to the indebtedness of the purchaser. In the
event the purchaser fails to pay for the Collateral, Secured Party may resell the Collateral
and such Debtor shall be credited with the proceeds of the sale.



     8. OTHER RIGHTS OF SECURED PARTY.




     (a) Performance. If any Debtor fails to keep its Collateral in good repair,
working order, and condition, as required by the First Lien Documents, or fails to pay when
due all Taxes on any of its Collateral in the manner required by the First Lien Documents,
or fails to preserve the priority of the Security Interest in any of its Collateral, or
fails to keep the Collateral insured



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as required by the First Lien Documents, or otherwise fails to perform any of its
obligations under the First Lien Documents with respect to the Collateral, then Secured
Party may, at its option, but without being required to do so, make such repairs, pay such
Taxes, prosecute or defend any suits in relation to the Collateral, or insure and keep
insured the Collateral in any amount deemed appropriate by Secured Party, or take all other
action which a Debtor is required, but has failed or refused, to take under the First Lien
Documents. Any sum which may be expended or paid by Secured Party under this subparagraph
(including, without limitation, court costs and reasonable attorneys’ fees) shall bear
interest from the dates of expenditure or payment at the Default Rate until paid and,
together with such interest, shall be payable by such Debtor to Secured Party upon demand
and shall be part of the Obligations.




     (b) Collection. If an Event of Default exists and upon notice from Secured
Party, each Obligor with respect to any payments on any of the Collateral (including,
without limitation, dividends and other distributions with respect to the Pledged Securities
and Partnership/Limited Liability Company Interests, payments on Collateral Notes, insurance
proceeds payable by reason of loss or damage to any of the Collateral, or payments or
distributions with respect to Deposit Accounts) is hereby authorized and directed by each
Debtor to make payment directly to Secured Party, regardless of whether such Debtor was
previously making collections thereon. Subject to Paragraph 8(f) hereof, until such notice
is given, such Debtor is authorized to retain and expend all payments made on Collateral. If
an Event of Default exists, Secured Party shall have the Right in its own name or in the
name of such Debtor to compromise or extend time of payment with respect to all or any
portion of the Collateral for such amounts and upon such terms as Secured Party may
determine; to demand, collect, receive, receipt for, sue for, compound, and give
acquittances for any and all amounts due or to become due with respect to Collateral; to
take control of cash and other proceeds of any Collateral; to endorse the name of such
Debtor on any notes, acceptances, checks, drafts, money orders, or other evidences of
payment on Collateral that may come into the possession of Secured Party; to sign the name
of such Debtor on any invoice or bill of lading relating to any Collateral, on any drafts
against Obligors or other Persons making payment with respect to Collateral, on assignments
and verifications of accounts or other Collateral and on notices to Obligors making payment
with respect to Collateral; to send requests for verification of obligations to any Obligor;
and to do all other acts and things necessary to carry out the intent of this Security
Agreement. If an Event of Default exists and any Obligor fails or refuses to make payment on
any Collateral when due, Secured Party is authorized, in its sole discretion, either in its
own name or in the name of such Debtor, to take such action as Secured Party shall deem
appropriate for the collection of any amounts owed with respect to Collateral or upon which
a delinquency exists. Regardless of any other provision hereof, however, Secured Party shall
never be liable for its failure to collect, or for its failure to exercise diligence in the
collection of, any amounts owed with respect to Collateral, nor shall it be under any duty
whatsoever to anyone except such Debtor to account for funds that it shall actually receive
hereunder. Without limiting the generality of the foregoing, Secured Party shall have no
responsibility for ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any Collateral, or for informing such Debtor with
respect to any of such matters (irrespective of whether Secured Party actually has, or may
be deemed to have, knowledge thereof). The receipt of Secured Party to any Obligor shall be
a full and complete release, discharge, and acquittance to such Obligor, to the extent of
any amount so paid to Secured Party.



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     (c) Intellectual Property. For purposes of enabling Secured Party to exercise
its Rights and remedies under this Security Agreement and enabling Secured Party and its
successors and assigns to enjoy the full benefits of the Collateral, each Debtor hereby
grants to Secured Party an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to such Debtor upon an Event of Default) to use, license, or
sublicense any of the Intellectual Property. Each Debtor shall provide Secured Party with
reasonable access to all media in which any of the Intellectual Property may be recorded or
stored and all computer programs used for the completion or printout thereof. This license
shall also inure to the benefit of all successors, assigns, and transferees of Secured
Party. If an Event of Default exists, Secured Party may require that each Debtor assign all
of its Right, title, and interest in and to the Intellectual Property or any part thereof to
Secured Party or such other Person as Secured Party may designate pursuant to documents
satisfactory to Secured Party. If no Default or Event of Default exists, each Debtor shall
have the exclusive, non-transferable Right and license to use the Intellectual Property in
the ordinary course of business and the exclusive Right to grant to other Persons licenses
and sublicenses with respect to the Intellectual Property for full and fair consideration.




     (d) Record Ownership of Securities. If an Event of Default exists, Secured
Party at any time may have any Collateral that is Pledged Securities and that is in the
possession of Secured Party, or its nominee or nominees, registered in its name, or in the
name of its nominee or nominees, as Secured Party; and, as to any Collateral that is Pledged
Securities so registered, Secured Party shall execute and deliver (or cause to be executed
and delivered) to each Debtor all such proxies, powers of attorney, dividend coupons or
orders, and other documents as such Debtor may reasonably request for the purpose of
enabling such Debtor to exercise the voting Rights and powers which it is entitled to
exercise under this Security Agreement or to receive the dividends and other distributions
and payments in respect of such Collateral that is Pledged Securities or proceeds thereof
which it is authorized to receive and retain under this Security Agreement.




     (e) Voting of Securities. As long as no Event of Default exists, each Debtor is
entitled to exercise all voting Rights pertaining to any Pledged Securities and
Partnership/Limited Liability Company Interests; provided however, that no vote shall be
cast or consent, waiver, or ratification given or action taken without the prior written
consent of Secured Party which would be inconsistent with or violate any provision of this
Security Agreement or the Borrowing Base Facility Credit Agreement; and provided further
that such Debtor shall give Secured Party at least five Business Days’ prior written notice
in the form of an officers’ certificate of the manner in which it intends to exercise, or
the reasons for refraining from exercising, any voting or other consensual Rights pertaining
to the Collateral or any part thereof which might have a Material Adverse Effect on the
value of the Collateral or any part thereof. If an Event of Default exists and if Secured
Party elects to exercise such Right, the Right to vote any Pledged Securities shall be
vested exclusively in Secured Party. To this end, each Debtor hereby irrevocably constitutes
and appoints Secured Party the proxy and attorney-in-fact of such Debtor, with full power of
substitution, to vote, and to act with respect to, any and all Collateral that is Pledged
Securities standing in the name of such Debtor or with respect to which such Debtor is
entitled to vote and act, subject to the understanding that such proxy may not be exercised
unless an Event of Default exists. The proxy herein granted is coupled with an interest, is
irrevocable, and shall continue until the Obligations have been paid and performed in full.



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     (f) Certain Proceeds. Notwithstanding any contrary provision herein, any and
all




     (i) dividends, interest, or other distributions paid or payable other than in
cash in respect of, and instruments and other property received, receivable, or
otherwise distributed in respect of, or in exchange for, any Collateral;




     (ii) dividends, interest, or other distributions hereafter paid or payable in
cash in respect of any Collateral in connection with a partial or total liquidation
or dissolution, or in connection with a reduction of capital, capital surplus, or
paid-in-surplus;




     (iii) cash paid, payable, or otherwise distributed in redemption of, or in
exchange for, any Collateral; and




     (iv) dividends, interest, or other distributions paid or payable in violation
of the First Lien Documents,




shall be part of the Collateral hereunder, and shall, if received by any Debtor, be held in
trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party
(accompanied by proper instruments of assignment and/or stock and/or bond powers executed by
such Debtor in accordance with Secured Party’s instructions) to be held subject to the terms
of this Security Agreement. Any cash proceeds of Collateral which come into the possession
of Secured Party during the continuance of an Event of Default (including, without
limitation, insurance proceeds) may, at Secured Party’s option, be applied in whole or in
part to the Obligations (to the extent then due), be released in whole or in part to or on
the written instructions of any Debtor for any general or specific purpose, or be retained
in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the
possession of Secured Party may be invested by Secured Party in certificates of deposit
issued by Secured Party (if Secured Party issues such certificates) or by any state or
national bank having combined capital and surplus greater than $100,000,000 with a short
term rating from Moody’s and S&P of P-1 and A-1+, respectively, or in securities issued or
guaranteed by the United States or any agency thereof. Secured Party shall never be
obligated to make any such investment and shall never have any liability to any Debtor for
any loss which may result therefrom. All interest and other amounts earned from any
investment of Collateral may be dealt with by Secured Party in the same manner as other cash
Collateral. Except as specifically provided herein, the provisions of this subparagraph are
applicable whether or not a Default or Event of Default exists.




     (g) Use and Operation of Collateral. Should any Collateral come into the
possession of Secured Party, Secured Party may use or operate such Collateral for the
purpose of preserving it or its value pursuant to the order of a court of appropriate
jurisdiction or in accordance with any other Rights held by Secured Party in respect of such
Collateral. Each Debtor covenants to promptly reimburse and pay to Secured Party, at Secured
Party’s request, the amount of all reasonable expenses (including, without limitation, the
cost of any insurance and payment of Taxes or other charges) incurred by Secured Party in
connection with its custody and preservation of Collateral, and all such expenses, costs,
Taxes, and other charges shall bear interest at the Default Rate until repaid and, together
with such interest, shall be payable by such Debtor to Secured Party upon demand and shall
become part of the Obligations. However, the risk of accidental loss or damage to, or
diminution in value of, Collateral is on such Debtor, and Secured



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Party shall have no liability whatever for failure to obtain or maintain insurance, nor
to determine whether any insurance ever in force is adequate as to amount or as to the risks
insured. With respect to Collateral that is in the possession of Secured Party, Secured
Party shall use reasonable care in the custody and preservation of such Collateral but shall
have no duty to fix or preserve Rights against prior parties to such Collateral and shall
never be liable for any failure to use diligence to collect any amount payable in respect of
such Collateral, but shall be liable only to account to such Debtor for what it may actually
collect or receive thereon. The provisions of this subparagraph are applicable whether or
not an Event of Default exists.




     (h) Cash Collateral Account. If an Event of Default exists and is continuing,
Secured Party shall have, and each Debtor hereby grants to Secured Party, the Right and
authority to transfer all funds on deposit in the Deposit Accounts to a Cash Collateral
Account (herein so called) maintained with a depository institution acceptable to Secured
Party and subject to the exclusive direction, domain, and control of Secured Party, and no
disbursements or withdrawals shall be permitted to be made by such Debtor from such Cash
Collateral Account; provided, however, Secured Party shall permit disbursements and
withdrawals from the Cash Collateral Account to the extent necessary to comply with
applicable Law, such as for the payment of payroll taxes and other obligations for which a
Debtor (or a member of its governing body) would be liable under applicable Law. Such Cash
Collateral Account shall be subject to the Security Interest and Liens in favor of Secured
Party herein created, and each Debtor hereby grants a security interest to Secured Party on
behalf of the Beneficiaries in and to, such Cash Collateral Account and all checks, drafts,
and other items ever received by such Debtor for deposit therein. Furthermore, if an Event
of Default exists, Secured Party shall have the Right, at any time in its discretion without
prior notice to Debtors, (i) to transfer to or to register in the name of Secured Party or
any Beneficiary or nominee any certificates of deposit or deposit instruments constituting
Deposit Accounts and shall have the Right to exchange such certificates or instruments
representing Deposit Accounts for certificates or instruments of smaller or larger
denominations and (ii) to take and apply against the Obligations any and all funds then or
thereafter on deposit in the Cash Collateral Account or otherwise constituting Deposit
Accounts. If not notified before taking any of the foregoing actions, Secured Party shall
promptly, and in any event within two (2) Business Days, notify Debtors after taking any of
the foregoing actions.




     (i) Power of Attorney. Each Debtor hereby irrevocably constitutes and appoints
Secured Party and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the name of such
Debtor or in its own name, to take after the occurrence and during the continuance of an
Event of Default any and all action and to execute any and all documents and instruments
which Secured Party at any time and from time to time deems necessary or desirable to
accomplish the purposes of this Security Agreement and, without limiting the generality of
the foregoing, each Debtor hereby gives Secured Party the power and Right on behalf of such
Debtor and in its own name to do any of the following from time to time after the occurrence
and during the continuance of an Event of Default without notice to or the consent of such
Debtor:




     (i) to transfer any and all funds on deposit in the Deposit Accounts to the
Cash Collateral Account as set forth in herein;




     (ii) to receive, endorse, and collect any drafts or other instruments or
documents in connection with clause (b) above and this 

clause (i);



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     (iii) to use the Intellectual Property or to grant or issue any exclusive (if
such Debtor has exclusive rights to such Intellectual Property) or non-exclusive
license under the Intellectual Property to anyone else, and to perform any act
necessary for the Secured Party to assign, pledge, convey, or otherwise transfer
title in or dispose of the Intellectual Property to any other Person;




     (iv) to demand, sue for, collect, or receive, in the name of such Debtor or in
its own name, any money or property at any time payable or receivable on account of
or in exchange for any of the Collateral and, in connection therewith, endorse
checks, notes, drafts, acceptances, money orders, documents of title or any other
instruments for the payment of money under the Collateral or any policy of
insurance;




     (v) to pay or discharge taxes, Liens, or other encumbrances levied or placed on
or threatened against the Collateral;




     (vi) to notify post office authorities to change the address for delivery of
mail to such Debtor to an address designated by Secured Party and to receive, open,
and (with respect to mail relating to payments on Collateral) take action with
respect to mail addressed to such Debtor; provided however, Secured Party shall
promptly deliver to Debtors any mail not relating to Collateral or the preservation
or enforcement of Secured Party’s rights with respect to the Collateral; and




     (vii) (A) to direct account debtors and any other parties liable for any
payment under any of the Collateral to make payment of any and all monies due and to
become due thereunder directly to Secured Party or as Secured Party shall direct;
(B) to receive payment of and receipt for any and all monies, claims, and other
amounts due and to become due at any time in respect of or arising out of any
Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments, proxies,
stock powers, verifications, and notices in connection with accounts and other
documents relating to the Collateral; (D) to commence and prosecute any suit,
action, or proceeding at Law or in equity in any court of competent jurisdiction to
collect the Collateral or any part thereof and to enforce any other Right in respect
of any Collateral; (E) to defend any suit, action, or proceeding brought against
such Debtor with respect to any Collateral; (F) to settle, compromise, or adjust any
suit, action, or proceeding described above and, in connection therewith, to give
such discharges or releases as Secured Party may deem appropriate; (G) to exchange
any of the Collateral for other property upon any merger, consolidation,
reorganization, recapitalization, or other readjustment of the issuer thereof and,
in connection therewith, deposit any of the Collateral with any committee,
depositary, transfer agent, registrar, or other designated agency upon such terms as
Secured Party may determine; (H) to add or release any guarantor, endorser, surety,
or other party to any of the Collateral; (I) to renew, extend, or otherwise change
the terms and conditions of any of the Collateral; (J) to endorse such Debtor’s name
on all applications, documents, papers, and instruments necessary or desirable in
order for Secured Party to use or maintain any of the Intellectual Property; (K) to
make, settle, compromise or adjust any claims under or pertaining to any of the
Collateral (including claims under any policy of insurance); (L) to execute on
behalf of such Debtor any financing statements or continuation statements with
respect to the Security Interests created hereby, and to do any and all acts and
things to protect and



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preserve the Collateral including, without limitation, the protection and
prosecution of all Rights included in the Collateral; and (M) to sell, transfer,
pledge, convey, make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though Secured Party were the absolute owner
thereof for all purposes, and to do, at Secured Party’s option and such Debtor’s
expense, at any time, or from time to time, all acts and things which Secured Party
deems necessary to protect, preserve, maintain, or realize upon the Collateral and
Secured Party’s security interest therein.




This power of attorney is a power coupled with an interest and shall be irrevocable. Secured
Party shall be under no duty to exercise or withhold the exercise of any of the Rights,
powers, privileges, and options expressly or implicitly granted to Secured Party in this
Security Agreement, and shall not be liable for any failure to do so or any delay in doing
so. Neither Secured Party nor any Person designated by Secured Party shall be liable for any
act or omission or for any error of judgment or any mistake of fact or Law except for the
failure to account to Debtors for funds received by Secured Party and except for failure to
use reasonable care in the custody and preservation of Collateral in its possession. This
power of attorney is conferred on Secured Party solely to protect, preserve, maintain, and
realize upon its Security Interest in the Collateral. Secured Party shall not be responsible
for any decline in the value of the Collateral and shall not be required to take any steps
to preserve rights against prior parties or to protect, preserve, or maintain any Lien given
to secure the Collateral.




     (j) Purchase Money Collateral. To the extent that Secured Party or any
Beneficiary has advanced or will advance funds to or for the account of any Debtor to enable
such Debtor to purchase or otherwise acquire Rights in Collateral, Secured Party or such
Beneficiary, at its option, may pay such funds (i) directly to the Person from whom such
Debtor will make such purchase or acquire such Rights, or (ii) to such Debtor, in which case
such Debtor covenants to promptly pay the same to such Person, and forthwith furnish to
Secured Party evidence satisfactory to Secured Party that such payment has been made from
the funds so provided.




     (k) Subrogation. If any of the Obligations are given in renewal or extension or
applied toward the payment of indebtedness secured by any Lien, Secured Party shall be, and
is hereby, subrogated to all of the Rights, titles, interests, and Liens securing the
indebtedness so renewed, extended, or paid.




     (1) Indemnification. Each Debtor hereby assumes all liability for the
Collateral owned by it, for the Security Interest granted by it, and for any use,
possession, maintenance, and management of, all or any of the Collateral owned by it
including, without limitation, any Taxes arising as a result of, or in connection with, the
transactions contemplated herein, and agrees to assume liability for, and to indemnify and
hold Secured Party and each Beneficiary harmless from and against, any and all claims,
causes of action, or liability, for injuries to or deaths of Persons and damage to property,
howsoever arising from or incident to such use, possession, maintenance, and management,
whether such Persons be agents or employees of such Debtor or of third parties, or such
damage be to property of such Debtor or of others. Each Debtor agrees to indemnify, save,
and hold Secured Party and each Beneficiary harmless from and against, and covenants to
defend Secured Party and each Beneficiary against, any and all losses, damages, claims,
costs, penalties, liabilities, and expenses (collectively, “Claims”), including, without
limitation, court costs and attorneys’ fees, and any of the foregoing arising from the
negligence of Secured Party or any Beneficiary, or any of their respective officers,
employees, agents,



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advisors, employees, or representatives, howsoever arising or incurred because of,
incident to, or with respect to the Collateral owned by such Debtor or any use, possession,
maintenance, or management thereof; provided however, that the indemnity set forth in this
Paragraph 8(l) will not apply to Claims caused by the gross negligence or willful misconduct
of Secured Party or any Beneficiary.



     9. MISCELLANEOUS.




     (a) Continuing Security Interest. This Security Agreement creates a continuing
security interest in the Collateral and shall (i) remain in full force and effect until the
payment in full of the Obligations (other than any L/C Obligations that are Cash
Collateralized or any contingent indemnity obligations), termination of the Revolving
Commitments or their reduction to zero, and compliance with Section 10.01(e) of the
Borrowing Base Facility Credit Agreement with respect to outstanding Swap Contracts secured
by any Loan Document or in accordance with Section 10.21 of the Pipeline Credit Agreement;
and (ii) inure to the benefit of and be enforceable by Secured Party, Beneficiaries, and
their respective successors, transferees, and permitted assigns. Without limiting the
generality of the foregoing clause (ii), Secured Party and Beneficiaries may assign or
otherwise transfer any of their respective Rights under this Security Agreement to any other
Person in accordance with the terms and provisions of Section 10.07 of the Borrowing Base
Facility Credit Agreement, and to the extent of such assignment or transfer such Person
shall thereupon become vested with all the Rights and benefits in respect thereof granted
herein or otherwise to Secured Party or Beneficiaries, as the case may be. Upon payment in
full of the Obligations (other than any L/C Obligations that are Cash Collateralized or any
contingent indemnity obligations), termination of the Revolving Commitments or their
reduction to zero, and compliance with Section 10.01(e) of the Credit Agreement with respect
to outstanding Swap Contracts secured by any Loan Document, each Debtor shall be entitled to
the return, upon its request and at its expense, of such of the Collateral owned by it as
shall not have been sold or otherwise applied pursuant to the terms hereof.




     (b) Reference to Miscellaneous Provisions. This Security Agreement is one of
the “Loan Documents” referred to in the Borrowing Base Facility Credit Agreement, and all
provisions relating to Loan Documents set forth in Article X of the Borrowing Base Facility
Credit Agreement are incorporated herein by reference, the same as if set forth herein
verbatim.




     (c) Term; Release of Liens. The Secured Party shall release the Liens created
by this Security Agreement in accordance with Section 10.01 of the Borrowing Base Facility
Credit Agreement and Section 10.21 of the Pipeline Credit Agreement; provided that no
Obligor, if any, on any of the Collateral shall ever be obligated to make inquiry as to the
termination of this Security Agreement, but shall be fully protected in making payment
directly to Secured Party until actual notice of such total payment of the Obligations is
received by such Obligor. At such time as the Liens created by this Security Agreement are
to be released pursuant to this paragraph, Secured Party shall, at the request and expense
of Debtors following such termination, promptly deliver to a Debtor any Collateral held by
the Secured Party hereunder, and promptly execute and deliver to such Debtor such documents
and instruments as such Debtor shall reasonably request to evidence such termination and
release as provided in the Credit Agreement. In addition, if any of the Collateral shall be
sold, transferred, assigned or otherwise disposed of by such Debtor in a transaction
permitted by the Borrowing Base Facility Credit Agreement, then the



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Secured Party, at the request and expense of such Debtor, shall promptly execute and
deliver releases as provided in the Borrowing Base Facility Credit Agreement.




     (d) Actions Not Releases. The Security Interest and each Debtor’s obligations
and Secured Party’s Rights hereunder shall not be released, diminished, impaired, or
adversely affected by the occurrence of any one or more of the following events: (i) the
taking or accepting of any other security or assurance for any or all of the Obligations;
(ii) any release, surrender, exchange, subordination, or loss of any security or assurance
at any time existing in connection with any or all of the Obligations; (iii) the
modification of, amendment to, or waiver of compliance with any terms of any of the other
First Lien Documents without the notification or consent of any Debtor, except as required
therein (the Right to such notification or consent being herein specifically waived by each
Debtor); (iv) the insolvency, bankruptcy, or lack of corporate or trust power of any party
at any time liable for the payment of any or all of the Obligations, whether now existing or
hereafter occurring; (v) any renewal, extension, or rearrangement of the payment of any or
all of the Obligations, either with or without notice to or consent of each Debtor, or any
adjustment, indulgence, forbearance, or compromise that may be granted or given by Secured
Party or any Beneficiary to any Debtor; (vi) any neglect, delay, omission, failure, or
refusal of Secured Party or any Beneficiary to take or prosecute any action in connection
with any other agreement, document, guaranty, or instrument evidencing, securing, or
assuring the payment of all or any of the Obligations; (vii) any failure of Secured Party or
any Beneficiary to notify any Debtor of any renewal, extension, or assignment of the
Obligations or any part thereof, or the release of any Collateral or other security, or of
any other action taken or refrained from being taken by Secured Party or any Beneficiary
against any Debtor or any new agreement between or among Secured Party or one or more
Beneficiaries and any Debtor, it being understood that except as expressly provided herein,
neither Secured Party nor any Beneficiary shall be required to give any Debtor any notice of
any kind under any circumstances whatsoever with respect to or in connection with the
Obligations including, without limitation, notice of acceptance of this Security Agreement
or any Collateral ever delivered to or for the account of Secured Party hereunder except to
the extent expressly provided for herein or under the Borrowing Base Facility Credit
Agreement; (viii) the illegality, invalidity, or unenforceability of all or any part of the
Obligations against any party obligated with respect thereto by reason of the fact that the
Obligations, or the interest paid or payable with respect thereto, exceeds the amount
permitted by Law, the act of creating the Obligations, or any part thereof, is ultra vires,
or the officers, partners, or trustees creating same acted in excess of their authority, or
for any other reason; or (ix) if any payment by any party obligated with respect thereto is
held to constitute a preference under applicable Laws or for any other reason Secured Party
or any Beneficiary is required to refund such payment or pay the amount thereof to someone
else.




     (e) Waivers. Except to the extent expressly otherwise provided herein or in
other First Lien Documents and to the fullest extent permitted by applicable Law, each
Debtor waives (i) any Right to require Secured Party or any Beneficiary to proceed against
any other Person, to exhaust its Rights in Collateral, or to pursue any other Right which
Secured Party or any Beneficiary may have; (ii) with respect to the Obligations, presentment
and demand for payment, protest, notice of protest and nonpayment, and notice of the
intention to accelerate; and (iii) all Rights of marshaling in respect of any and all of the
Collateral.




     (f) Financing Statement; Authorization. Secured Party shall be entitled at any
time to file this Security Agreement or a carbon, photographic, or other reproduction of
this Security



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Agreement, as a financing statement, but the failure of Secured Party to do so shall
not impair the validity or enforceability of this Security Agreement. Each Debtor hereby
irrevocably authorizes Secured Party at any time and from time to time to file in any UCC
jurisdiction any initial or other financing statements and amendments thereto that (i)
indicate the Collateral (A) as “all assets of Debtor” or words of similar effect, regardless
of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the UCC of the state or such jurisdiction or whether such assets are included
in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater
detail, and (ii) contain any other information required by Article 9 of the UCC of the state
or such jurisdiction for the sufficiency or filing office acceptance of any financing
statement or amendment, including (A) whether such Debtor is an organization, the type of
organization, and any organization identification number issued to such Debtor and, (B) in
the case of a financing statement filed as a fixture filing or indicating Collateral that is
as-extracted collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates. Each Debtor agrees to furnish any such information to Secured
Party promptly upon request.




     (g) Amendments. This Security Agreement may be amended only by an instrument in
writing executed jointly by such Debtor and Secured Party, and supplemented only by
documents delivered or to be delivered in accordance with the express terms hereof.




     (h) Multiple Counterparts. This Security Agreement has been executed in a
number of identical counterparts, each of which shall be deemed an original for all purposes
and all of which constitute, collectively, one agreement; but, in making proof of this
Security Agreement, it shall not be necessary to produce or account for more than one such
counterpart.




     (i) Additional Debtors. Any Person may become a party hereto by signing and
delivering to the Secured Party an Assumption Agreement in the form of Annex E hereto,
whereupon such Person shall become a “Debtor” as defined herein. The execution and delivery
of any instrument adding an additional Debtor as a party to this Agreement shall not require
the consent of any Debtor hereunder. The rights and obligations of each Debtor hereunder
shall remain in full force and effect notwithstanding the addition of any new Debtor
hereunder.




     (j) Parties Bound; Assignment. This Security Agreement shall be binding on each
Debtor and each of Debtor’s legal representatives, successors, and assigns and shall inure
to the benefit of Secured Party and Secured Party’s successors and permitted assigns.




     (i) Secured Party is the agent for each Beneficiary under the Intercreditor
Agreement, each Borrowing Base Facility Secured Party under the Borrowing Base
Facility Credit Agreement and each Affiliate of a Borrowing Base Facility Lender and
Approved Hedge Counterparty party to any Lender Hedging Agreement. The Security
Interest and all Rights granted to Secured Party hereunder or in connection herewith
are for the ratable benefit of each Beneficiary, each Borrowing Base Facility
Secured Party and each such Affiliate, and Secured Party may, without the joinder of
any Beneficiary, Borrowing Base Facility Secured Party or any such Affiliate,
exercise any and all Rights in favor of Secured Party or any Beneficiary, any
Borrowing Base Facility Secured Party or any such Affiliates hereunder, including,
without limitation, conducting any foreclosure sales hereunder, and executing full
or partial releases hereof, amendments or modifications hereto, or consents or
waivers hereunder. The Rights of each Beneficiary,



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Borrowing Base Facility Secured Party or any such Affiliate vis-à-vis Secured
Party and each other Beneficiary, Borrowing Base Facility Secured Party or any such
Affiliate may be subject to one or more separate agreements between or among such
parties, but no Debtor need inquire about any such agreement or be subject to any
terms thereof unless such Debtor specifically joins therein; and consequently, no
Debtor nor such Debtor’s legal representatives, successors, and assigns shall be
entitled to any benefits or provisions of any such separate agreements or be
entitled to rely upon or raise as a defense, in any manner whatsoever, the failure
or refusal of any party thereto to comply with the provisions thereof.




     (ii) Except for this Security Agreement and assignments made in furtherance
hereof, no Debtor may, without the prior written consent of Secured Party, assign
any Rights, duties, or obligations hereunder.




     (k) Governing Law. The substantive laws of the State of New York, except to
the extent the laws of another jurisdiction govern the creation, perfection, validity, or
enforcement of liens under this Security Agreement, and the applicable federal laws of the
United States, shall govern the validity, construction, enforcement and interpretation of
this security agreement and all of the other loan documents.




     (l) The provisions of Section 10.10 of the Borrowing Base Facility Credit Agreement are
incorporated herein as if set forth herein.




     (m) All notices given pursuant hereto shall be given in the manner set forth in the
Borrowing Base Facility Credit Agreement, if to Secured Party, to the address of Secured
Party therein set forth and if to a Debtor, to the following address:


210 Park Avenue

Suite 2750

Oklahoma City, Oklahoma 73102

Attn: General Counsel

Facsimile: (405) 840-9897

Telephone: (405) 488-1304




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



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     IN WITNESS WHEREOF, each Debtor has caused this Security Agreement to be duly executed and
delivered by an officer duly authorized as of the date first above written.



	 	 	 	 	 	 	 	 	 

	DEBTORS:	 	POSTROCK ENERGY SERVICES CORPORATION,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/
David C. Lawler	 
	 	 	 	 	 	 	 
	 	 	 	 	David C. Lawler,	 	 
	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	POSTROCK MIDCONTINENT PRODUCTION, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	POSTROCK ENERGY
SERVICES CORPORATION, its sole
member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/
David C. Lawler
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David C. Lawler,	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STP NEWCO, INC., 

an Oklahoma corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/
David C. Lawler	 
	 	 	 	 	 	 	 
	 	 	 	 	David C. Lawler,	 	 
	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST TRANSMISSION COMPANY, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	POSTROCK ENERGY
SERVICES CORPORATION, its sole
member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/
David C. Lawler
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	David C. Lawler,	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 






Signature Page







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ANNEX A TO SECURITY AGREEMENT

DEBTOR INFORMATION AND LOCATION OF COLLATERAL





	1.	 	POSTROCK ENERGY SERVICES CORPORATION





	 	 	 	 	 

	A.

	 	Exact Legal Name of Debtor:
	 	POSTROCK ENERGY SERVICES CORPORATION
	 
	 	 	 	 
	B.

	 	Mailing Address of Debtor:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	C.

	 	Type of Entity:
	 	corporation
	 
	 	 	 	 
	D.

	 	Jurisdiction of Organization:
	 	Delaware
	 
	 	 	 	 
	E.

	 	State Issued Organizational

Identification Number:
	 	4871234 
	 
	 	 	 	 
	F.

	 	Tax ID Number:
	 	90-0196936 
	 
	 	 	 	 
	G.

	 	Location of Books and Records:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	H.

	 	Location of Collateral:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	I.

	 	Location of Real Property:
	 	None
	 
	 	 	 	 
	J.

	 	Jurisdiction(s) for Filing

Financing Statements:
	 	Delaware
	 
	 	 	 	 
	 

	 	Fixture filings in the relevant counties
in which the properties are located:
	 	None







	2.	 	POSTROCK MIDCONTINENT PRODUCTION, LLC





	 	 	 	 	 

	A.

	 	Exact Legal Name of Debtor:
	 	POSTROCK MIDCONTINENT PRODUCTION, LLC
	 
	 	 	 	 
	B.

	 	Mailing Address of Debtor:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102






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	C.

	 	Type of Entity:
	 	limited liability company
	 
	 	 	 	 
	D.

	 	Jurisdiction of Organization:
	 	Delaware
	 
	 	 	 	 
	E.

	 	State Issued Organizational

Identification Number:
	 	3740038 
	 
	 	 	 	 
	F.

	 	Tax ID Number:
	 	20-0481979 
	 
	 	 	 	 
	G.

	 	Location of Books and Records:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	H.

	 	Location of Collateral:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	 

	 	 	 	and see I below
	 
	 	 	 	 
	I.

	 	Location of Real Property:	 	 







	 	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
	 
	 	12.	 	Craig County, OK
	 
	 	13.	 	Nowata County, OK
	 
	 	14.	 	Seminole County, OK
	 
	 	15.	 	Pushmataha OK
	 
	 	16.	 	Pottawattamie OK
	 
	 	17.	 	Latimer OK
	 
	 	18.	 	Rogers OK
	 
	 	19.	 	Grant OK
	 
	 	20.	 	Braxton WV
	 
	 	21.	 	Cabell WV
	 
	 	22.	 	Calhoun WV
	 
	 	23.	 	Doddridge WV
	 
	 	24.	 	Gilmer WV
	 
	 	25.	 	Kanawha WV




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	 	26.	 	Lewis WV
	 
	 	27.	 	Lincoln WV
	 
	 	28.	 	Pleasants WV
	 
	 	29.	 	Ritchie WV
	 
	 	30.	 	Wayne WV
	 
	 	31.	 	Wetzel WV
	 
	 	32.	 	Wood WV





	 	 	 	 	 

	J.

	 	Jurisdiction(s) for Filing

Financing Statements:
	 	Delaware
	 
	 	 	 	 
	 

	 	Fixture filings in the relevant counties
in which the properties are located:
	 	See I above.







	3.	 	STP NEWCO, INC.





	 	 	 	 	 

	A.

	 	Exact Legal Name of Debtor:
	 	STP NEWCO, INC.
	 
	 	 	 	 
	B.

	 	Mailing Address of Debtor:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	C.

	 	Type of Entity:
	 	corporation
	 
	 	 	 	 
	D.

	 	Jurisdiction of Organization:
	 	Oklahoma
	 
	 	 	 	 
	E.

	 	State Issued Organizational

Identification Number:
	 	1900700404 
	 
	 	 	 	 
	F.

	 	Tax ID Number:
	 	13-4220160 
	 
	 	 	 	 
	G.

	 	Location of Books and Records:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	H.

	 	Location of Collateral:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	I.

	 	Location of Real Property:
	 	None. [conveyed to Quest Cherokee, LLC.]
	 
	 	 	 	 
	J.

	 	Jurisdiction(s) for Filing

Financing Statements:
	 	Oklahoma






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	 	Fixture filings in the
relevant counties in which
the properties are located:
	 	None.







	4.	 	QUEST TRANSMISSION COMPANY, LLC





	 	 	 	 	 

	A.

	 	Exact Legal Name of Debtor:
	 	QUEST TRANSMISSION COMPANY, LLC
	 
	 	 	 	 
	B.

	 	Mailing Address of Debtor:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	C.

	 	Type of Entity:
	 	limited liability company
	 
	 	 	 	 
	D.

	 	Jurisdiction of Organization:
	 	Delaware
	 
	 	 	 	 
	E.

	 	State Issued Organizational

Identification Number:
	 	4494032 
	 
	 	 	 	 
	F.

	 	Tax ID Number:
	 	26-1982491 
	 
	 	 	 	 
	G.

	 	Location of Books and Records:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	H.

	 	Location of Collateral:
	 	210 Park Avenue, Suite 2750
	 

	 	 	 	Oklahoma City, Oklahoma 73102
	 
	 	 	 	 
	I.

	 	Location of Real Property:
	 	Kansas






	 	 	 	 	 

	J.

	 	Jurisdiction(s) for Filing

Financing Statements:
	 	Delaware
	 
	 	 	 	 
	 

	 	Fixture filings in the relevant counties
in which the properties are located:
	 	Not required.






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ANNEX B-1 TO SECURITY AGREEMENT

COLLATERAL DESCRIPTIONS





	1.	 	POSTROCK ENERGY SERVICES CORPORATION





	 	 	 	 	 

	A.	 	Collateral Notes and Collateral Note Security: None.
	 
	 	 	 	 
	B.

	 	Pledged Shares: None.	 	 
	 
	 	 	 	 
	C.

	 	Partnership/Limited Liability Company Interests:
	 	100% of the membership interests in PostRock 


MidContinent Production, LLC
	 
	 	 	 	 
	 

	 	 	 	100% of the membership interest in Quest
Transmission Company, LLC*








 




			
	*	 	There is specifically excluded from the pledge pursuant to this Security Agreement the
limited liability company membership interest owned by PESC in PostRock KPC Pipeline, LLC
and in Quest Eastern Resource LLC.






	 	D.	 	Partnership/Limited Liability Company Agreement:
	 
	 	 	 	For PostRock MidContinent Production, LLC Agreement: Limited Liability Company Agreement of
Bluestem Pipeline, LLC, dated December 15, 2003, as amended on September 14, 2010.
	 
	 	 	 	Limited Liability Company Agreement of Quest Transmission Company, LLC, dated January 23,
2008, as amended on February 18, 2008.
	 
	 	E.	 	Commercial Tort Claims: None.
	 
	 	F.	 	Deposit Accounts (including name of bank address and account number):
	 
	 	 	 	Quest Resource Corporation Operating, Comerica Bank, Dallas, TX, Acct #: 1881237372
	 
	 	 	 	Quest Resource Corporation Operating, Bank of Oklahoma, Oklahoma City, OK, Acct #: 814172369
	 
	 	 	 	Quest Resource Corporation Disbursement, Comerica Bank, Dallas, TX, Acct #: 1881338378
	 
	 	 	 	Quest Resource Corporation Payroll, Comerica Bank, Dallas, TX, Acct #: 1881338428
	 
	 	 	 	Quest Cherokee Oilfield Service, LLC Operating, Comerica Bank, Dallas, TX, Acct #: 1881237141





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	2.	 	POSTROCK MIDCONTINENT PRODUCTION, LLC






	 	A.	 	Collateral Notes and Collateral Note Security: None.
	 
	 	B.	 	Pledged Shares: 100% of the stock of STP Newco, Inc.
	 
	 	C.	 	Partnership/Limited Liability Company Interests: None.
	 
	 	D.	 	Partnership/Limited Liability Company Agreements: None.
	 
	 	E.	 	Commercial Tort Claims: None.
	 
	 	F.	 	Deposit Accounts (including name of bank address and account number):
	 
	 	 	 	Quest Oil and Gas, LLC Operating, Comerica Bank, Dallas, TX, Acct #: 1881237414
	 
	 	 	 	Quest Cherokee, LLC Operating, Comerica Bank, Dallas, TX, Acct #: 1881237273
	 
	 	 	 	Quest Cherokee, LLC Revenue, Comerica Bank, Dallas, TX, Acct #: 1881278103
	 
	 	 	 	Bluestem Pipeline, LLC Operating, Comerica Bank, Dallas, TX, Acct #: 1881237281
	 
	 	 	 	Bluestem Pipeline, LLC Revenue, Comerica Bank, Dallas, TX, Acct #: 1881273146






	3.	 	STP NEWCO, INC.






	 	A.	 	Collateral Notes and Collateral Note Security: None.
	 
	 	B.	 	Pledged Shares: None.
	 
	 	C.	 	Partnership/Limited Liability Company Interests: None.
	 
	 	D.	 	Partnership/Limited Liability Company Agreements: None.
	 
	 	E.	 	Commercial Tort Claims: None.
	 
	 	F.	 	Deposit Accounts (including name of bank address and account number): None.






	4.	 	QUEST TRANSMISSION COMPANY, LLC






	 	A.	 	Collateral Notes and Collateral Note Security: None.
	 
	 	B.	 	Pledged Shares: None.
	 
	 	C.	 	Partnership/Limited Liability Company Interests: None.







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	 	D.	 	Partnership/Limited Liability Company Agreements: None.
	 
	 	E.	 	Commercial Tort Claims: None.
	 
	 	F.	 	Deposit Accounts (including name of bank address and account number): None.






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ANNEX B-2 TO SECURITY AGREEMENT




INTELLECTUAL PROPERTY




	1.	 	Registered Copyrights and Copyright Applications: None.
	 
	2.	 	Issued Patents and Patent Applications: None.
	 
	3.	 	Registered Trademarks and Trademark Applications: None.






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ANNEX C TO SECURITY AGREEMENT


DEPOSIT ACCOUNT CONTROL AGREEMENT



_______________, 20__



_________________________



_________________________



_________________________



Ladies and Gentlemen:



This letter is to notify you (the “Depository Bank”) that, pursuant to that certain Amended and
Restated Pledge and Security Agreement dated as of September 21, 2010 (as amended, modified,
supplemented, or restated from time to time, the “Security Agreement”), ____________________, a
company organized under the laws of ___________ (the “Pledgor”), has granted to Royal Bank of
Canada as Administrative Agent and Collateral Agent (“Pledgee”) a first priority security interest
in and lien upon, (a) Account No. __________ (the “Account”) maintained by Pledgor with you, (b)
any extensions or renewals of the Account if the Account is one which may be extended or renewed,
and (c) all of Pledgor’s right, title, and interest (whether now existing or hereafter created or
arising) in and to the Account, all sums from time to time on deposit therein, credited thereto, or
payable thereon, all instruments, documents, certificates, and other writings evidencing the
Account, and any and all proceeds of any thereof (the items described in clauses (a), (b) and (c)
being herein collectively called the “Collateral”),



In connection therewith, the parties hereto agree (which agreement by Pledgor will be construed as
instructions to the Depository Bank):





	1.	 	The Depository Bank is instructed to register the pledge on its books and hold the Collateral
in a pledged status account.
	 
	2.	 	The Depository Bank is instructed to deliver to Pledgee copies of monthly statements on the
account(s) identified below:
	 
	3.	 	The Account will be styled:
	 
	4.	 	All dividends, interest, gains, and other profits on the Collateral will be reported in the
name and tax identification number of Pledgor.
	 
	5.	 	If so notified by Pledgee, the Depository Bank will not, without the prior written consent of
Pledgee, allow any of the Collateral or any interest therein to be sold, transferred, or
withdrawn by or for the benefit of Pledgor.
	 
	6.	 	This letter agreement gives Pledgee “control” of the Account and the Collateral. The
Depository Bank agrees to comply with any order or instruction from Pledgee as to the
withdrawal or disposition of any funds from time to time credited to the Account, or as to any
other matters relating to the Collateral, without the further consent of Pledgor. The
Depository Bank shall be




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	 	 	fully entitled to rely upon such instructions from Pledgee even if such instructions are
contrary to any instructions or demands that Pledgor may give to the Depository Bank.






	7.	 	Pledgee agrees to indemnify and hold the Depository Bank, its officers and employees,
harmless from and against any and all claims, causes of action, liabilities, lawsuits,
demands, and/or damages, including, without limitation any and all costs, including court
costs and reasonable attorneys’ fees, that may arise or result from the Depository Bank
complying with the instructions and orders of Pledgee given in connection with Pledgee’s
exercise of its control over and secured rights in the Account and the Collateral except to
the extent that such claims, causes of action, liabilities, lawsuits, demands, and/or damages
are found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Depository Bank.
	 
	8.	 	Pledgor agrees to indemnify and hold the Depository Bank, its officers and employees,
harmless from and against any and all claims, causes of action, liabilities, lawsuits,
demands, and/or damages, including, without limitation, any and all costs, including court
costs and reasonable attorneys’ fees, that may arise or result from the Depository Bank
entering into and performing its obligations under this letter agreement except to the extent
that such claims, causes of action, liabilities, lawsuits, demands, and/or damages are found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of the Depository Bank.
	 
	9.	 	The Depository Bank represents that it has not received notice regarding any lien,
encumbrance, or other claim to the Account or the Collateral from any person other than
pursuant to this letter agreement and has not entered into another agreement with any other
party to act on such party’s instructions with respect to the Account. The Depository Bank
further agrees not to enter into any such agreement with any other party.
	 
	10.	 	The Depository Bank subordinates to the security interest of Pledgee any right of recoupment
or set-off, or to assert any security interest or other lien, that it may at any time have
against or in any of the Collateral on account of any credit or other obligations owed to the
Depository Bank by Pledgor or any other person. The Depository Bank may, however, from time to
time debit the Account for any of its customary charges in maintaining the Account or for
reimbursement for the reversal of any provisional credits granted by the Depository Bank to
the Account, to the extent, in each case, that Pledgor has not separately paid or reimbursed
Depository Bank therefor.
	 
	11.	 	To the extent a conflict exists between the terms of this letter agreement and any account
agreement between Pledgor and the Depository Bank, the terms of this letter agreement will
control.
	 
	12.	 	The terms of this letter agreement will in no way be modified except by a writing signed by
all parties hereto.
	 
	13.	 	This letter agreement will terminate upon notice of termination hereof delivered by Pledgee
to Depository Bank.





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	14.	 	Each of the parties executing this letter agreement represents that he has the proper
authority to execute this letter agreement.





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IN WITNESS WHEREOF, Pledgor and Pledgee have agreed to the terms of this letter agreement as
of the date first indicated above.



	 	 	 	 	 	 	 

	Pledgor:	 	 
	 
	 	 	 	 	 	 
	[NAME OF ENTITY]	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Pledgee:	 	 
	 
	 	 	 	 	 	 
	ROYAL BANK OF CANADA, 

as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged and Agreed on _______________, 200_:
	 
	 	 	 	 	 	 
	Depository Bank:	 	 
	 
	 	 	 	 	 	 
	[NAME OF ENTITY]	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










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Credit Facility Pledge & Security Agreement

Annex C - Page 4









 








ANNEX D TO SECURITY AGREEMENT




ACKNOWLEDGMENT OF PLEDGE



PARTNERSHIP/LIMITED LIABILITY COMPANY: _____________________

INTEREST OWNER: _____________________________




     BY THIS ACKNOWLEDGMENT OF PLEDGE, dated as of ___________________, 200_,
___________________________ (the “Partnership/Limited Liability Company”) hereby acknowledges the
pledge in favor of Royal Bank of Canada, in its capacity as Collateral Agent for certain
beneficiaries and as Administrative Agent and Collateral Agent for certain Borrowing Base Facility
Lenders and as Secured Party (“Pledgee”) under that certain Amended and Restated Pledge and
Security Agreement dated as of September 21, 2010 (as amended, modified, supplemented, or restated
from time to time, the “Security Agreement”), against, and a security interest in favor of Pledgee
in, all of _________________________’s (the “Interest Owner”) Rights in connection with any
partnership/limited liability company membership interest in the Partnership/Limited Liability
Company now and hereafter owned by the Interest Owner (“Partnership/Limited Liability Company
Interest”).



     A. Pledge Records. The Partnership/Limited Liability Company has identified Pledgee’s
interest in all of the Interest Owner’s Right, title, and interest in and to all of the Interest
Owner’s Partnership/Limited Liability Company Interest as subject to a pledge and security interest
in favor of Pledgee in the Partnership/Limited Liability Company records.



     B. Partnership/Limited Liability Company Distributions, Accounts, and Correspondence.
The Partnership/Limited Liability Company hereby acknowledges that (i) all proceeds, distributions,
and other amounts payable to the Interest Owner, including, without limitation, upon the
termination, liquidation, and dissolution of the Partnership/Limited Liability Company shall be
paid and remitted to the Pledgee upon demand, (ii) all funds in deposit accounts shall be held for
the benefit of Pledgee, and (iii) all future correspondence, accountings of distributions, and tax
returns of the Partnership/Limited Liability Company shall be provided to the Pledgee. The
Partnership/Limited Liability Company acknowledges and accepts such direction and hereby agrees
that it shall, upon the written demand by the Pledgee, pay directly to the Pledgee at its offices
at Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto,
Ontario M5J 2W7 any and all distributions, income, and cash flow arising from the
Partnership/Limited Liability Company Interests whether payable in cash, property or otherwise,
subject to and in accordance with the terms and conditions of the Partnership/Limited Liability
Company Agreement. The Pledgee may from time to time notify the Partnership/Limited Liability
Company of any change of address to which such amounts are to be paid.



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     EXECUTED as of the date first stated in this Acknowledgment of Pledge.



	 	 	 	 	 

	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	[PARTNERSHIP/LIMITED LIABILITY COMPANY]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	as [General Partner] [Manager]






	 	 	 	 
	 	 
	 	By:  	


 
	 	 	Name:  	 
	 	 	Title:  	 
	 






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Credit Facility Pledge & Security Agreement

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ANNEX E TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT




ASSUMPTION AGREEMENT



          ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by ____________________ (the
“Additional Debtor”), in favor of Royal Bank of Canada, in its capacity as “Collateral Agent” for
the Intercreditor Secured Parties pursuant to the Intercreditor Agreement and in its capacity as
“Administrative Agent” and “Collateral Agent” for the Borrowing Base Facility Secured Parties and
as Secured Party (“Secured Party”) under that certain Amended and Restated Pledge and Security
Agreement dated as of September 21, 2010 (as amended, modified, supplemented, or restated from time
to time, the “Security Agreement”). All capitalized terms not defined herein shall have the
meaning ascribed to them in such Security Agreement.




W I T N E S S E T H:




          WHEREAS, in connection with the Borrowing Base Facility Credit Agreement and the Pipeline
Credit Agreement each of PostRock Energy Corporation, a Delaware corporation, PostRock Energy
Services Corporation, a Delaware corporation, PostRock MidContinent Production, LLC, a Delaware
limited liability company, and STP Newco, Inc., an Oklahoma corporation (collectively the
“Debtors”), have entered into the Security Agreement in favor of the Secured Party for the benefit
of the Beneficiaries ;




          WHEREAS, the Additional Debtor is required to become a party to the Security Agreement; and




          WHEREAS, the Additional Debtor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Security Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Agreement. By executing and delivering this Assumption Agreement, the Additional
Debtor, as provided in Paragraph 9(i) of the Security Agreement, hereby becomes a party to the
Security Agreement as a Debtor thereunder with the same force and effect as if originally named
therein as a Debtor and, without limiting the generality of the foregoing, hereby expressly assumes
all obligations and liabilities of a Debtor thereunder. The information set forth in Schedule 1-A
hereto is hereby added to the information set forth in the Annexes to the Security Agreement. The
Additional Debtor hereby represents and warrants that each of the representations and warranties
contained in Paragraph 5 of the Security Agreement is true and correct in all material respects as
it relates to such Additional Debtor on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date.




          2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




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     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.



	 	 	 	 	 
	 	[ADDITIONAL DEBTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 






Multiparty Borrowing Base
Credit Facility Pledge & Security Agreement

Annex E - Page 2