exv10w4






Exhibit 10.4




EXECUTION




AMENDED AND RESTATED INTERCREDITOR

AND

COLLATERAL AGENCY AGREEMENT




Amending and Restating Amended and Restated Intercreditor Agreement dated June 18, 2009



which



Amended and Restated Intercreditor Agreement dated July 11, 2008



Among




ROYAL BANK OF CANADA,

as First Lien Agent,



ROYAL BANK OF CANADA,

as Second Lien Agent,




BP CORPORATION NORTH AMERICA INC.,

as Approved Hedge Counterparty



ROYAL BANK OF CANADA,

as Collateral Agent



and



POSTROCK ENERGY SERVICES CORPORATION

and

POSTROCK MIDCONTINENT PRODUCTION, LLC,

as Borrowers



Dated as of September 21, 2010




Amended and Restated

Intercreditor and Collateral

Agency Agreement






 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE 1 - DEFINITIONS
	 	 	2	 
	 
	Section 1.01. Defined Terms
	 	 	2	 
	Section 1.02. Headings
	 	 	9	 
	Section 1.03. Terms Generally
	 	 	10	 
	 
	ARTICLE 2 – LIEN PRIORITIES
	 	 	10	 
	 
	Section 2.01. Subordination of Second Liens
	 	 	10	 
	Section 2.02. Nature of First Lien Obligations
	 	 	10	 
	Section 2.03 Status of Liens: Collateral
	 	 	11	 
	Section 2.04. Agreements Regarding Actions to Perfect Liens
	 	 	12	 
	Section 2.05. Legends
	 	 	12	 
	Section 2.06 No New Second Liens
	 	 	13	 
	Section 2.07. Similar Liens and Agreements
	 	 	13	 
	 
	ARTICLE 3 ENFORCEMENT RIGHTS
	 	 	14	 
	 
	Section 3.01. Separate Debts
	 	 	14	 
	Section 3.02. Limits of Enforcement of Second Lien
	 	 	14	 
	Section 3.03. Election to Pursue Remedies
	 	 	15	 
	Section 3.04. Duty of Collateral Agent
	 	 	15	 
	Section 3.05 Standstill and Waivers
	 	 	16	 
	Section 3.06. Judgment Secured Parties
	 	 	17	 
	Section 3.07. Cooperation
	 	 	17	 
	Section 3.08. No Additional Rights For the Borrowers Hereunder
	 	 	17	 
	Section 3.09. Actions Upon Breach
	 	 	17	 
	 
	ARTICLE 4 APPLICATION OF PROCEEDS OF COLLATERAL;
	 	 	17	 
	 
	DISPOSITIONS AND RELEASES OF COLLATERAL; INSPECTION AND INSURANCE
	 	 	17	 
	 
	Section 4.01. Notices under Related Documents
	 	 	18	 
	Section 4.02. Voting Procedure
	 	 	18	 
	Section 4.03. Application of Proceeds; Turnover Provisions
	 	 	18	 
	Section 4.04. Payments by Collateral Agent
	 	 	19	 
	Section 4.05. Notice of Amount of Obligations
	 	 	20	 
	Section 4.06. Pro Rata Treatment; Participations
	 	 	20	 
	Section 4.07. Release of Collateral
	 	 	20	 
	Section 4.08. Releases of Second Lien
	 	 	21	 
	Section 4.09. Form and Sufficiency of Release
	 	 	21	 
	Section 4.10. Inspection Rights and Insurance
	 	 	21	 
	 
	ARTICLE 5 INSOLVENCY PROCEEDINGS
	 	 	22	 
	 
	Section 5.01. Filing of Motions
	 	 	22	 
	Section 5.02. Financing Matters
	 	 	23	 
	Section 5.03. Relief From the Automatic Stay
	 	 	23	 
	Section 5.04. Adequate Protection
	 	 	23	 
	Section 5.05. Avoidance Issues
	 	 	24	 
	Section 5.06. Asset Dispositions in an Insolvency Proceeding
	 	 	24	 
	Section 5.07. Grants of Security and Separate Classification
	 	 	24	 
	Section 5.08. No Waivers of Rights of First Lien Secured Parties
	 	 	25	 





 Amended and Restated

Intercreditor and Collateral

Agency Agreement



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	Section 5.09. Plans of Reorganization
	 	 	25	 
	Section 5.10. Other Matters
	 	 	25	 
	Section 5.11. Effectiveness in Insolvency Proceedings
	 	 	25	 
	 
	ARTICLE 6 SECOND LIEN DOCUMENTS AND FIRST LIEN DOCUMENTS
	 	 	25	 
	 
	Section 6.01. Restriction on Second Lien Document Amendments
	 	 	25	 
	Section 6.02. Restriction on First Lien Document Amendment
	 	 	25	 
	Section 6.03. Application of First Lien Security Document Amendments to Second Lien
Security Documents
	 	 	25	 
	Section 6.04. Restriction on Second Lien Agreement Amendments
	 	 	26	 
	Section 6.05. Authorization of Actions to be Taken by Collateral Agent under the
Security Documents
	 	 	26	 
	Section 6.06. Authorization of Receipt of Funds by Collateral Agent under Security
Documents
	 	 	26	 
	Section 6.07. Property of Obligors and Owners
	 	 	26	 
	Section 6.08. Secured Party Dealings; Good Faith
	 	 	27	 
	Section 6.09. Production Proceeds Prior to Triggering Event
	 	 	27	 
	 
	ARTICLE 7 RELIANCE; WAIVERS, ETC.
	 	 	27	 
	 
	Section 7.01. Reliance
	 	 	27	 
	Section 7.02. No Warranties or Liability
	 	 	27	 
	Section 7.03. No Waivers
	 	 	28	 
	 
	ARTICLE 8 OBLIGATIONS UNCONDITIONAL
	 	 	28	 
	 
	Section 8.01. First Lien Obligations Unconditional
	 	 	28	 
	Section 8.02. Second Lien Obligations Unconditional
	 	 	28	 
	 
	ARTICLE 9 MISCELLANEOUS
	 	 	29	 
	 
	Section 9.01 Authority
	 	 	29	 
	Section 9.02 Termination/Withdrawal/Redesignation of Contracts
	 	 	29	 
	Section 9.03. Conflicts
	 	 	29	 
	Section 9.04. Marshaling
	 	 	29	 
	Section 9.05 Additional Parties
	 	 	29	 
	Section 9.06. Continuing Nature of Provisions
	 	 	30	 
	Section 9.07. Amendments
	 	 	30	 
	Section 9.08. Information Concerning Financial Condition of the Borrower and the
other Obligors
	 	 	31	 
	Section 9.09. Payment of Expenses and Taxes; Indemnification
	 	 	31	 
	Section 9.10. Governing Law
	 	 	32	 
	Section 9.11. Submission to Jurisdiction; Waivers
	 	 	32	 
	Section 9.12. Notices
	 	 	33	 
	Section 9.13. Successors and Assigns
	 	 	33	 
	Section 9.14. Further Assurances
	 	 	34	 
	Section 9.15. Subrogation
	 	 	34	 
	Section 9.16. Application of Payments
	 	 	34	 
	Section 9.17. Specific Performance
	 	 	34	 
	Section 9.18. Headings
	 	 	34	 
	Section 9.19. Severability
	 	 	34	 
	Section 9.20. Counterparts; Integration; Effectiveness
	 	 	34	 
	Section 9.21. Entire Agreement
	 	 	35	 





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Intercreditor and Collateral

Agency Agreement



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	Section 9.22. Limitation by Law
	 	 	35	 
	Section 9.23. No Impairment
	 	 	35	 
	Section 9.24. Status of Obligations
	 	 	35	 
	Section 9.25. Counterclaims and Defenses by Obligors
	 	 	35	 
	Section 9.26. Amendment and Restatement
	 	 	35	 
	 
	ARTICLE 10 COLLATERAL AGENT
	 	 	36	 
	 
	Section 10.01. Appointment of Collateral Agent
	 	 	36	 
	Section 10.02. Nature of Duties of Collateral Agent
	 	 	36	 
	Section 10.03. Lack of Reliance on Collateral Agent
	 	 	36	 
	Section 10.04. Certain Rights of Collateral Agent
	 	 	37	 
	Section 10.05. Reliance by Collateral Agent
	 	 	37	 
	Section 10.06. Collateral Agent’s Reimbursements and Indemnification
	 	 	37	 
	Section 10.07. Collateral Agent in its Individual Capacity
	 	 	38	 
	Section 10.08. Secured Parties as Owners
	 	 	38	 
	Section 10.09. Successor Collateral Agent
	 	 	38	 
	Section 10.10. Employment of Agents and Counsel
	 	 	39	 
	Section 10.11. Limitation on Liability of Secured Parties and Collateral Agent
	 	 	39	 






ANNEXES




	 	 	 

	Annex 1
	 	Security Documents

	Annex 2
	 	Form of Supplemental Amended and Restated Intercreditor and
Collateral Agency Agreement

	Annex 3
	 	Form of Joinder to Amended and Restated Intercreditor and
Collateral Agency Agreement







Amended and Restated

Intercreditor and Collateral

Agency Agreement





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AMENDED AND RESTATED INTERCREDITOR

AND COLLATERAL AGENCY AGREEMENT




     THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of September
21, 2010 (the “Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity
as administrative and collateral agent (in such capacities, with its successors and assigns, the
“First Lien Agent”) for the First Lien Lenders (as defined below), in its capacity as
administrative agent and collateral agent (in such capacities, with its successors and assigns, the
“Second Lien Agent”) for the Second Lien Lenders (as defined below), and as collateral agent for
Secured Parties (as defined below) (in such capacity, “Collateral Agent”), POSTROCK ENERGY SERVICES
CORPORATION, a Delaware corporation (“PESC”), and POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware
limited liability company, f/k/a Bluestem Pipeline LLC and successor by merger to Quest Cherokee,
LLC (“PMP”; PESC and PMP individually called a “Borrower” and collectively called the “Borrowers”),
each of the other undersigned Obligors (as defined below), and BP CORPORATION NORTH AMERICA INC.



Recitals




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



     B. PESC together with PostRock KPC Pipeline, LLC, a Delaware limited liability company
(“KPC”), the Second Lien Agent and certain lenders (with their respective successors and assigns,
the “Second Lien Lenders”) are parties to a Second Amended and Restated Credit Agreement dated as
of September 21, 2010 (as amended, supplemented, restated or otherwise modified from time to time,
the “Second Lien Credit Agreement”), pursuant to which the Second Lien Lenders have made a
$15,000,000 term loan to PESC and KPC.



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



     D. Pursuant to that certain Intercreditor Agreement dated as of July 11, 2008 entered into
among the First Lien Agent, on behalf of the First Lien Lenders, Royal Bank of Canada, as
administrative agent and collateral agent (“Original Second Lien Agent”), on behalf of the lenders
party to that certain Second Lien Senior Term Loan Agreement dated as of July 11, 2008, the
Collateral Agent and Quest Cherokee, LLC, now known as PMP (the “Original Intercreditor Agreement”)
(i) the First Lien Lenders agreed to permit the grant of second liens on the terms and conditions
of the Original Intercreditor Agreement and (ii) the Collateral Agent agreed to act as collateral
agent for First Lien Secured Parties (as defined in the Original Intercreditor Agreement) and
Second Lien Secured Parties (as defined in the Original Intercreditor Agreement) for the purposes
of dealing with the Collateral (as defined in the Original Intercreditor Agreement) and
apportioning payments among the First Lien Secured Parties (as defined in the Original
Intercreditor Agreement) and the Second Lien Secured Parties




Amended and Restated

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Agency Agreement



 









 







(as defined in the Original Intercreditor Agreement) with respect to proceeds thereof.
Pursuant to Section 10.1 of the Original Intercreditor Agreement the First Lien Agent and the
Original Second Lien Agent each appointed the Collateral Agent to act as collateral agent in
connection with the Security Documents (as defined in the Original Intercreditor Agreement).




     E. Pursuant to that certain Amended and Restated Intercreditor and Collateral Agency Agreement
dated as of June 18, 2009 entered into among BP, as Approved Hedge Counterparty (as defined in the
Restated Intercreditor Agreement), the First Lien Agent, on behalf of the First Lien Lenders, the
Original Second Lien Agent, on behalf of the lenders party to that certain Second Lien Senior Term
Loan Agreement dated as of July 11, 2008, the Collateral Agent and Quest Cherokee, LLC, now known
as PMP (the “Restated Intercreditor Agreement”), (i) the First Lien Lenders agreed to permit the
grant of second liens on the terms and conditions of the Restated Intercreditor Agreement and (ii)
the Collateral Agent agreed to act as collateral agent for First Lien Secured Parties (as defined
in the Restated Intercreditor Agreement) and Second Lien Secured Parties (as defined in the
Restated Intercreditor Agreement) for the purposes of dealing with the Collateral (as defined in
the Restated Intercreditor Agreement) and apportioning payments among the First Lien Secured
Parties (as defined in the Restated Intercreditor Agreement) and the Second Lien Secured Parties
(as defined in the Restated Intercreditor Agreement) with respect to proceeds thereof. Pursuant
to Section 10.1 of the Restated Intercreditor Agreement the First Lien Agent and the Original
Second Lien Agent each appointed the Collateral Agent to act as collateral agent in connection with
the Security Documents (as defined in the Restated Intercreditor Agreement).



     F. The First Lien Lenders have authorized the First Lien Agent and the Second Lien Lenders
have authorized the Second Lien Agent, on their respective behalf, to enter into this Agreement to
amend and restate in its entirety the Restated Intercreditor Agreement, and to secure, inter alia,
on a first lien basis the Approved Hedge Counterparty Obligations and the other First Lien
Obligations and to secure on a second lien basis the Second Lien Obligations.



     G. BP, as Approved Hedge Counterparty, the Borrowers, the First Lien Agent, on behalf of the
First Lien Lenders, the Second Lien Agent, on behalf of the Second Lien Lenders, and Collateral
Agent are entering into this Agreement to amend and restate the Restated Intercreditor Agreement in
its entirety to reflect the extinguishment of the second lien indebtedness referred to in the
Restated Intercreditor Agreement and the replacement thereof as second lien debt by the
indebtedness owing under the Second Lien Credit Agreement, and to establish their relative rights
with respect to payment of their respective Obligations owed by the Borrowers, to agree as to the
exercise of certain remedies and to appoint a collateral agent for the purposes of dealing with the
Security Documents and apportioning payments among Secured Parties and for other purposes as set
forth herein.



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by all of the parties hereto, the parties agree to amend and restate the Restated
Intercreditor Agreement in its entirety as follows:



ARTICLE 1 — DEFINITIONS




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



     “Additional Termination Event” has the meaning given that term in Section 4.06.



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Agency Agreement




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     “Affiliate” means, as to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person. A Person shall be
deemed to be controlled by any other Person if such other Person possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.



     “Agreement” means this Amended and Restated Intercreditor Agreement, as it may be
supplemented, modified or amended from time to time as permitted herein, which amends and restates
in its entirety the Restated Intercreditor Agreement. Any references to the Restated Intercreditor
Agreement in any Transaction Document shall refer to this Agreement.



     “Approved Hedge Counterparty” means BP Corporation North America Inc. or any of its Affiliates
and such other Person as shall meet the requirements specified in the First Lien Credit Agreement
and shall have executed a Joinder Agreement.



     “Approved Hedge Counterparty Obligations” means all obligations of any Obligor under all
Approved Hedge Counterparty Swap Contracts, including all unpaid amounts, settlement amounts,
indemnities, costs, expenses (including reasonable attorneys’ fees), interest on past due amounts
and other liabilities and obligations then due and unpaid by such Obligor.



     “Approved Hedge Counterparty Swap Contract” means (i) any Lender Hedging Agreement to which an
Approved Hedge Counterparty has become a party by novation or otherwise and succeeded to the rights
and obligations of a First Lien Lender or an Affiliate of a First Lien Lender and (ii) any Swap
Contract entered into by the Approved Hedge Counterparty with a Borrower or any other Obligor.



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



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



     “Borrowing Base Oil and Gas Properties” means those Oil and Gas Properties of the Borrower and
each of the other Obligors that are subject to the Liens created by the Security Documents.



     “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized to close under the laws of New York, or are in fact closed.



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



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



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



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



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



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Intercreditor and Collateral

Agency Agreement





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



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



     “Exempt LC” has the meaning given that term in Section 4.06.



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



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



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



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



     “First Lien Documents” means the First Lien Agreement, each Approved Hedge Counterparty Swap
Contract and each First Lien Security Document.



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



     “First Lien Obligation Triggering Event” means (i) the occurrence and continuance of an Event
of Default under the First Lien Agreement or any similar provision(s) in any Approved Hedge
Counterparty Swap Contract, (ii) Collateral Agent shall have received from an Approved Hedge
Counterparty written notice (a) that either an event of default or a termination event has occurred
and is continuing under one or more of its Approved Hedge Counterparty Swap Contracts, (b) that an
early termination date has been designated as a result thereof, (c) that specifies the sum of all
unpaid amounts and settlement payments then due as the result of the designation of such early
termination date and the amount of interest and other amounts then due and payable by the Obligors
in respect thereof, and (d) that the amount set forth in clause (c) has not been paid in full or
discharged to the satisfaction of such Approved Hedge Counterparty, or (iii) Collateral Agent shall
have received from the First Lien Agent written notice (y) that an “Event of Default” under the
First Lien Agreement has occurred and is continuing and (z) that the unpaid principal amount of the
notes under the First Lien Agreement and all interest accrued and unpaid thereon have been declared
to be then due and payable.



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Agency Agreement





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



     “First Lien Obligations Payment Date” means the first date on which (i) the First Lien
Obligations (other than those that constitute Unasserted Contingent Obligations) have been
indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms
of the First Lien Documents), (ii) all commitments to extend credit under the First Lien Documents
have been terminated, and (iii) there are no outstanding letters of credit or similar instruments
issued under the First Lien Documents (other than such as have been cash collateralized or defeased
in accordance with the terms of the First Lien Security Documents).



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



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



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



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



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     “Hedging Report” means a monthly report, to be provided by no later than the fifteenth
calendar day of each month, setting out for the following eighty-four (84) months, the (i) Proved
Reserves for each such month, (2) the volumes of oil and gas commodities currently hedged for each
such month and (3) the volumes of oil and gas commodities available to be hedged pursuant to the
Section 9.05 herein for each such month.



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



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



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



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



     “Joinder Agreement” means a joinder agreement substantially in the form of Annex 3 hereto.



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



     “Lender Hedging Agreement” means (i) a Swap Contract between a Borrower and a First Lien
Lender or an Affiliate of a First Lien Lender and (ii) an Approved Hedge Counterparty Swap
Contract.



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



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



     “Obligor” means each Borrower and each direct or indirect Affiliate or shareholder (or
equivalent) of a Borrower or any of its Affiliates (other than (i) KPC, which is excluded from the
definition of “Obligor” because no Liens granted by KPC secure Approved Hedge Counterparty Swap
Contracts, (ii) Quest Eastern Resource, LLC and all of its subsidiaries and (iii) any subsidiary of
PostRock Energy Corporation that may be formed after the date of this Agreement that is not also a
subsidiary of a Borrower) that is now or hereafter becomes a party to any Security Document.



     “Oil and Gas Properties” means fee, leasehold or other interests in or under mineral estates
or hydrocarbon leases with respect to properties situated in the United States of America,
including overriding royalty and royalty interests, leasehold estate interests, net profits
interests, production payment interests and mineral fee interests, together with contracts executed
in connection therewith and all tenements, hereditaments, appurtenances and properties, real or
personal, appertaining, belonging, affixed or incidental thereto.



     “Original Intercreditor Agreement” has the meaning given that term in Recital D.



     “Original Second Lien Agent” has the meaning given that term in Recital D.



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



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



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



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



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



     “Principal First Lien Agreements” means Approved Hedge Counterparty Swap Contracts and the
First Lien Agreement.



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



     “Proved Reserves” means “Proved Reserves” as defined in the Definitions for Oil and Gas
reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor)
as in effect at the time in question.



     “PV10” means the present worth of future net income, discounted to present value at the simple
interest rate of ten percent (10%) per year.



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



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



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



     “Reserve Report” means a report prepared by an internal petroleum engineer of the Borrower
regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties, using the
criteria and parameters required by and acceptable to the Securities and Exchange Commission and
incorporating the present cost of appropriate plugging and abandonment obligations to be incurred
in the future, taking into account any plugging and abandonment fund required to be accrued or
established by Borrower out of cash flow from the Borrowing Base Oil and Gas Properties covered by
such report with respect to such future obligations.



     “Restated Intercreditor Agreement” has the meaning given that term in Recital E.



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



     “Second Lien Agreement” means (i) the Second Lien Credit Agreement and (ii) any other credit
agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or
instrument



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




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



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



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



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



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



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



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



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




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



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



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



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



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



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



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



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



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



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



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     Section 1.03. Terms Generally.



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



ARTICLE 2 – LIEN PRIORITIES.




     Section 2.01. Subordination of Second Liens.



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



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



     Section 2.02. Nature of First Lien Obligations.



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



     (b) First Lien Agent under any First Lien Agreement, on behalf of itself and the other First
Lien Lenders, consents to Obligor entering into Approved Hedge Counterparty Swap Contracts and
agrees that each of such Swap Contracts is a Lender Hedging Agreement.



     (c) Obligors shall prepare and provide a Hedging Report to First Lien Agent and each Approved
Hedge Counterparty. Notwithstanding the foregoing, no Approved Hedge Counterparty consents to
Collateral Agent nor any Obligor sharing any trade confirmation of such Approved Hedge
Counterparty, or any information therein other than notional tenor and volumes, with any other
Approved Hedge Counterparty.



     Section 2.03 Status of Liens: Collateral.



     (a) Each Approved Hedge Counterparty, the First Lien Agent, for itself and on behalf of the
First Lien Lenders, and the Second Lien Agent, for itself and on behalf of the Second Lien Lenders,
agrees that, subject to Section 4.03 and notwithstanding anything to the contrary contained in any
First Lien Document or Second Lien Document, (i) all First Lien Secured Parties shall rank pari
passu in priority with respect to any First Lien on any Collateral securing the First Lien
Obligations, and (ii) all First Liens on any Collateral securing any First Lien Obligations shall
rank pari passu with one another.



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



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



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



     Section 2.04. Agreements Regarding Actions to Perfect Liens.



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



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



     Section 2.05. Legends.



     (a) The Collateral Agent, First Lien Agent (on behalf of itself and the other First Lien
Secured Parties) and Second Lien Agent (on behalf of itself and the other Second Lien Secured
Parties) agree that all mortgages, deeds of trust, deeds and similar instruments not concurrently
granting a Lien to the Collateral Agent for the benefit of the First Lien Secured Parties now or
hereafter filed against real



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property in favor of Second Lien Agent or Collateral Agent for the benefit solely of the
Second Lien Secured Parties, shall be in form satisfactory to the First Lien Agent and shall
contain the following notation: “ALL LIENS GRANTED BY THIS INSTRUMENT SHALL, TO THE EXTENT SET
FORTH IN THE AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT DATED SEPTEMBER 21,
2010 BY AND AMONG POSTROCK ENERGY SERVICES CORPORATION, POSTROCK MIDCONTINENT PRODUCTION, LLC,
ROYAL BANK OF CANADA, AS FIRST LIEN AGENT, ROYAL BANK OF CANADA, AS SECOND LIEN AGENT, ROYAL BANK
OF CANADA, AS COLLATERAL AGENT, AND PARTIES THERETO, BE SUBORDINATE AND JUNIOR TO ALL LIENS GRANTED
BY GRANTOR TO SECURE THE FIRST LIEN OBLIGATIONS REGARDLESS OF THE RELATIVE PRIORITY OF SUCH LIENS,
SUCH AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT BEING INCORPORATED HEREIN
AND BY THIS REFERENCE BEING MADE A PART HEREOF.”




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



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



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



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



     (b) that the documents and agreements creating or evidencing the First Lien Collateral and the
Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien
Obligations



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shall be Security Documents or otherwise in all material respects the same forms of documents
other than with respect to the First Lien and Second Lien nature of the obligations and Collateral
thereunder; and




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



ARTICLE 3 ENFORCEMENT RIGHTS




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



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



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




     (i) will not exercise or seek to exercise any rights or remedies (including setoff)
with respect to the Collateral (including, without limitation, the exercise of any right
under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter
or similar agreement or arrangement to which the Second Lien Agent or any Second Lien
Secured Party is a party), or institute any action or proceeding with respect to such rights
or remedies (including any action of foreclosure); provided, however, that
the Second Lien Agent may exercise (and direct Collateral Agent to exercise, pursuant to any
Security Document) any or all such rights and remedies of Second Lien Secured Parties under
any Second Lien Security Document after the passage of a period of 179 days from the date of
delivery of a notice in writing to the First Lien Agent and each Approved Hedge Counterparty
that an Event of Default (as defined in the Second Lien Agreement) has occurred under the
Second Lien Documents and the Second Lien Obligations have been accelerated (with respect to
each individual Event of Default, each a “Standstill Period”) which notice may only be
delivered following the occurrence of and during the continuation of an Event of Default (as
defined in the Second Lien Agreement) under the Second Lien Documents and the Second Lien
Obligations have been accelerated; provided, further, however,
notwithstanding anything herein to the contrary, in no event shall the Second Lien Agent or
any Second Lien Secured Party exercise or continue to exercise any rights or remedies with
respect to the Collateral if, notwithstanding the expiration of any outstanding Standstill
Period, the First Lien Agent, First Lien Lenders or an Approved Hedge Counterparty (or the
Collateral Agent on their behalf) shall have commenced and are diligently pursuing the
exercise of any of their rights or remedies with respect the Collateral (prompt notice of
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     (ii) will not contest, protest or object to any foreclosure proceeding or action
brought by the Collateral Agent, the First Lien Agent or any First Lien Secured Party or any
other exercise by the Collateral Agent, the First Lien Agent or any First Lien Secured
Party, of any rights and remedies relating to the Collateral under the First Lien Documents
or otherwise, and




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



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



     Section 3.04. Duty of Collateral Agent.



     (a) Collateral Agent shall not be obligated to follow any instructions of Second Lien Secured
Parties if such instructions conflict with the provisions of this Agreement, any Security Document
or any applicable law or Collateral Agent determines, in its sole and absolute discretion, that
such instructions are ambiguous, inconsistent, in conflict with previously received instructions or
otherwise insufficient to direct the actions of Collateral Agent provided that Collateral Agent
explains the grounds for a refusal based on a deficiency of instructions. On and after the First
Lien Obligations Payment Date, and at any time prior thereto following the expiration of any
applicable Standstill Period pursuant to Section 3.02(a)(i) above, and subject to the last proviso
of Section 3.02(a)(i), the first sentence of this Section 3.04(a) and Article 10 hereof, Collateral
Agent agrees that it shall follow instructions of Second Lien Secured Parties with respect to the
Collateral and Security Documents.



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



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



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



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



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



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



     (c) they have no right to (x) direct either the Collateral Agent, the First Lien Agent or any
other First Lien Secured Party to exercise any right, remedy or power with respect to the
Collateral or pursuant to the First Lien Security Documents or (y) consent or object to the
exercise by the Collateral Agent, the First Lien Agent or any other First Lien Secured Party of any
right, remedy or power with respect to the Collateral or pursuant to the First Lien Security
Documents or to the timing or manner in which any such right is exercised or not exercised (or, to
the extent they may have any such right described in this clause (c), whether as a junior Lien
creditor or otherwise, they hereby irrevocably waive such right), except to the extent such
exercise was in violation of this Agreement;



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



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



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



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



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



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



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



     Section 3.09. Actions Upon Breach.



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



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



ARTICLE 4 APPLICATION OF PROCEEDS OF COLLATERAL;

DISPOSITIONS AND RELEASES OF COLLATERAL; INSPECTION AND INSURANCE




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     Section 4.01. Notices under Related Documents.



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



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



     Section 4.02. Voting Procedure.



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



     (b) After the occurrence of the First Lien Obligations Payment Date, the Collateral Agent
shall poll each Second Lien Secured Party in order to determine the vote of Second Lien Secured
Parties holding at least 51% of the total dollar value of Second Lien Obligations owing at the time
of such poll. Such majority vote shall be binding upon all Second Lien Secured Parties, whether
they voted with the majority or not. The Obligors and Second Lien Secured Parties may rely on
Collateral Agent with regard to any such vote without any duty of further inquiry.



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



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



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




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



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




     (3) THIRD: to the ratable payment of accrued and unpaid letter of credit fees, the
outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid
interest on, and principal of, the outstanding amount of loans and the outstanding amount of
obligations under Lender Hedging Agreements; provided, however, Approved
Hedge Counterparty Obligations are netted against any Exempt LC that may be issued to an
Approved Hedge Counterparty to remedy an Additional Termination Event as described in
Section 4.06 (it being understood that for purposes of this clause (3) the “outstanding
amount of obligations under Lender Hedging Agreements” refers to payments owing in
connection with an Early Termination Date as defined in the 2002 Master Agreement form
promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap
Contract is in effect)(as used in this subsection, “ratable payment” means for any First
Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or an
Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract),
on any date of determination, that proportion which the outstanding amount of accrued and
unpaid letter of credit fees, unreimbursed drawings under letters of credit, accrued and
unpaid interest on, and principal of, the outstanding amount of loans and the outstanding
amount of obligations under Lender Hedging Agreements owed to such First Lien Lender (or
First Lien Lender Affiliate, in the case of Lender Hedging Agreements or Approved Hedge
Counterparty, in the case of an Approved Hedge Counterparty Swap Contract) bears to the
outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings under
letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount
of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to
all First Lien Lenders)(and First Lien Lender Affiliates, in the case of Lender Hedging
Agreements or Approved Hedge Counterparties, in the case of an Approved Hedge Counterparty
Swap Contract);




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




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



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



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



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



     Section 4.06. Pro Rata Treatment; Participations. It is agreed that (a) prior to the occurrence and continuance of a Triggering Event, each
Secured Party shall be entitled to receive and retain for its own account, and shall never be
required to disgorge to Collateral Agent or any other Secured Party hereunder or acquire direct or
participating interests in such Secured Party’s Obligations, scheduled payments or voluntary
prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if
any, settlement payments and any other payments in respect of the First Lien Documents or Second
Lien Documents, all in compliance with the terms thereof (subject to any provision otherwise in the
First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and
Second Lien Lenders, respectively), and (b) after the occurrence and during the continuance of a
Triggering Event, all proceeds shall be applied by Collateral Agent and shared first, by the First
Lien Secured Parties ratably as set forth in Section 4.03 and after the First Lien Obligations
Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them. In the
event that any First Lien Secured Party shall obtain payment after the occurrence and during the
continuance of a Triggering Event, whether in whole or in part, from proceeds (other than (a)
payments made by Collateral Agent in accordance with Section 4.03 or (b) the exercise by an
Approved Hedge Counterparty of netting or offset rights under an Approved Hedge Counterparty Swap
Contract) in respect of its portion of the First Lien Obligations, such First Lien Secured Party
shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii)
purchase for cash from such other First Lien Secured Party(ies) holding a First Lien Obligation a
participation in such Obligations held by such other First Lien Secured Party(ies) holding a First
Lien Obligation in the priority set forth in Section 4.03; provided, however, no
Approved Hedge Counterparty shall be obligated to hold in trust, pay over, or share with Collateral
Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which
has been issued to such Approved Hedge Counterparty to remedy an Additional Termination Event (as
defined in and in accordance with Part 1(h) of the Schedule to the applicable Approved Hedge
Counterparty Swap Contract) or to secure any hedge transaction(s) between an Obligor and Approved
Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the First Lien
Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit. Each Obligor
expressly consents to the foregoing arrangements and agrees that any Secured Party holding such a
participation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect
to any and all moneys owing by any Obligor to such Secured Party as fully as if such Secured Party
had made a loan directly to such Obligor in the amount of such participation.



     Section 4.07. Release of Collateral.



     (a) Collateral Agent may not release any Collateral under any of the First Lien Security
Documents prior to the payment in full and termination of the Approved Hedge Counterparty
Obligations, except (i) Collateral destroyed, lost, worn out, damaged or having only salvage value
or no longer used or useful in the business in which it is used, (ii) to the extent that one or
more Obligors have provided replacement Collateral and (iii) releases of Collateral (A) permitted
by Section 7.07 or Section 10.21 of the First Lien Credit Agreement, and (B) between
redeterminations of the Borrowing Base (as defined in the First Lien Credit Agreement) equal to ten
percent (10%) or less of the PV10 of the Borrowing Base Oil and Gas Properties (based on the most
recent Reserve Report).



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



     Section 4.08. Releases of Second Lien.



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



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



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



     Section 4.10. Inspection Rights and Insurance.



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




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



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



ARTICLE 5 INSOLVENCY PROCEEDINGS




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



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



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



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



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



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



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



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



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



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



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



     Section 5.07. Grants of Security and Separate Classification. Each Second Lien Secured Party acknowledges and agrees that (i) the grants of Liens under any
Security Documents that secure both the First Lien Obligations and the Second Lien Obligations
constitute Liens in favor of the Collateral Agent for the benefit of both the First Lien Secured
Parties and the Second Lien Secured Parties, (ii) any grants of Liens pursuant to separate First
Lien Security Documents and Second Lien Security Documents constitute two separate and distinct
grants of Liens, and (iii) because of, among other things, their differing rights in the
Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations
and must be separately classified in any plan of reorganization proposed or adopted in an
Insolvency Proceeding. To further effectuate the intent of the parties as provided in the
immediately preceding sentence, if it is held that the claims of the First Lien Secured Parties and
Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather
than separate classes of senior and junior secured claims), then the Second Lien Secured Parties
hereby acknowledge and agree that all distributions shall be made as if there were separate classes
of senior and junior secured claims against the Obligors in respect of the Collateral, with the
effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this
purpose ignoring all claims held by the Second Lien Secured Parties), the First Lien Secured
Parties shall be entitled to receive, in addition to amounts distributed to them in respect of
principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition
Interest before any distribution is made in respect of the claims held by the Second Lien Secured
Parties, with the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the
First Lien Secured Parties amounts otherwise received or receivable by them to the extent necessary
to effectuate



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the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery
of the Second Lien Secured Parties.




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



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



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



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



ARTICLE 6 SECOND LIEN DOCUMENTS AND FIRST LIEN DOCUMENTS.




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



     Section 6.02. Restriction on First Lien Document Amendment. Each Obligor and the First Lien Agent, on behalf of itself and the First Lien Secured Parties,
agrees that it shall not at any time execute or deliver any amendment or other modification to any
of the First Lien Documents inconsistent with or in violation of this Agreement. Notwithstanding
any other provision in this Agreement, no amendment to any of the First Lien Security Documents may
be effected without the prior written consent of each Approved Hedge Counterparty (which consent
shall not be withheld or delayed unreasonably), if the effect of such amendment would be to (i)
cause the First Lien Security Documents to secure obligations other than the First Lien Obligations
and Approved Hedge Counterparty Obligations, (ii) change the priority of or subordinate the Liens
created thereby or (iii) materially modify any material remedy provided for therein. Any such
amendment made without such consent shall be null and void.



     Section 6.03. Application of First Lien Security Document Amendments to Second Lien
Security Documents. In the event the First Lien Agent enters into any amendment, waiver or consent in respect of any
of the First Lien Security Documents for the purpose of adding to, or deleting from, or waiving or
consenting to any departures from any provisions of, any First Lien Security Document or



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




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



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



     Section 6.06. Authorization of Receipt of Funds by Collateral Agent under Security
Documents. Collateral Agent is authorized to receive any funds for the benefit of Secured Parties
distributed under the Security Documents, and to make further distributions of such funds to
Secured Parties in accordance with the provisions of this Agreement.



     Section 6.07. Property of Obligors and Owners. Each of the Approved Hedge Counterparties, First Lien Agent, for itself and on behalf of the
First Lien Lenders, and Second Lien Agent, for itself and on behalf of the Second Lien Lenders,
agrees all the provisions of this Agreement shall apply to any and all properties and rights of the
Obligors and any other Obligor against which Collateral Agent (in its capacity as such) or any
Secured Party at any time acquires a right of set-off or Lien pursuant to the Security Documents,
the Principal Agreements or a judgment thereunder, including



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without limitation, real property or rights in, on or over real property, notwithstanding any
provision to the contrary in any mortgage, leasehold mortgage or other document purporting to grant
or perfect any Lien in favor of any Secured Party or Collateral Agent.




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



     Section 6.09. Production Proceeds Prior to Triggering Event. The Security Documents contain an assignment by Obligors unto and in favor the First Lien Agent,
for the benefit of the First Lien Lenders and/or the Collateral Agent, for the benefit of the First
Lien Secured Parties, on a first lien basis, and unto and in favor of the Second Lien Agent, for
the benefit of the Second Lien Secured Parties, on a second lien basis, of all production and all
proceeds attributable thereto which may be produced from or allocated to the Collateral consisting
of producing oil and gas properties. The Security Documents further provide in general for the
application of such proceeds to the satisfaction of the First Lien Obligations and Second Lien
Obligations. Notwithstanding the assignment contained in such Security Documents, until the
occurrence of a Triggering Event, Collateral Agent, First Lien Agent, for itself and on behalf of
the First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the Second Lien
Secured Parties, agree that they will (i) neither notify the purchaser or purchasers of such
production nor take any other action to cause such proceeds to be remitted to Collateral Agent,
First Lien Agent, Second Lien Agent or Secured Parties, but Collateral Agent, First Lien Agent, for
itself and on behalf of the First Lien Secured Parties, and Second Lien Agent, for itself and on
behalf of the Second Lien Secured Parties, will instead permit such proceeds to be paid to the
Obligor entitled thereto and (ii) instruct Collateral Agent and/or First Lien Agent, for itself and
on behalf of the First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the
Second Lien Secured Parties, to take (and Collateral Agent and/or First Lien Agent and/or Second
Lien Agent shall take) such action as may be requested by such Obligor to cause such proceeds to be
so paid to such Obligor.



ARTICLE 7 RELIANCE; WAIVERS, ETC.




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



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



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



ARTICLE 8 OBLIGATIONS UNCONDITIONAL.




     Section 8.01. First Lien Obligations Unconditional. All rights of the Collateral Agent (on behalf of the First Lien Secured Parties) and the First
Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the
Second Lien Secured Parties) and the Second Lien Agent, the Borrowers and the other Obligors (to
the extent applicable) hereunder, shall remain in full force and effect irrespective of:



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



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



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



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



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



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



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



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



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



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ARTICLE 9 MISCELLANEOUS.




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



     Section 9.02 Termination/Withdrawal/Redesignation of Contracts.



     (a) Subject to Section 5.05 and Section 9.02(b), this Agreement shall terminate upon receipt
by Collateral Agent of evidence satisfactory to it that (i) all First Lien Obligations have been
paid in full and all obligations in respect of the Principal First Lien Agreements have been
satisfied in full, and (ii) the termination of the Principal First Lien Agreements and the First
Lien Security Documents has occurred pursuant to the terms thereof.




(b) (i) If all of the Approved Hedge Counterparty Swap Contracts with an Approved Hedge
Counterparty have been paid in full, terminated (and all settlement amounts, unpaid amounts,
interest and other amounts then due to such Approved Hedge Counterparty have been paid in
full) or the terms of all such contracts have otherwise expired, then Borrowers may, by
written notice to Collateral Agent, First Lien Agent and Second Lien Agent and such
counterparty, remove such counterparty as an “Approved Hedge Counterparty” under this
Agreement and the Security Documents; and upon delivery of such notice, such counterparty
shall cease to be an “Approved Hedge Counterparty” for all such purposes.




     (ii) Any “Approved Hedge Counterparty” under this Agreement and the Security Documents
may at any time elect to no longer be an “Approved Hedge Counterparty” under this Agreement
by giving notice to Collateral Agent, First Lien Agent and Second Lien Agent and Borrowers,
and upon delivery of such notice, such counterparty shall cease to be an “Approved Hedge
Counterparty” for all such purposes, and each Swap Contract of such Approved Hedge
Counterparty shall cease to be an Approved Hedge Counterparty Swap Contract.



     Section 9.03. Conflicts.


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




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



     Section 9.05 Additional Parties. If any Person shall become a Obligor under any of the Principal First Lien Agreements, Borrowers
covenant and agree to promptly cause such Person to become a party hereto by executing and
delivering to Collateral Agent a Supplement in the form of Annex 2 hereto. If any Person desires
to become an “Approved Hedge Counterparty” for purposes of this Agreement and the Security
Documents, then it shall become a party hereto upon entering into an Approved Hedge Counterparty
Swap Contract and delivering to Collateral Agent a Supplement in the form of Annex 3 hereto;
provided, Borrowers hereby covenants and agrees with each First Lien Secured Party that all
Swap Contracts relating to oil and gas cover monthly notional volumes of that do not exceed



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the greater of (i) ninety percent (90%) of an Obligor’s forecasted oil and gas production for the
next five years from the date hereof for each of such Obligor’s crude oil and natural gas
properties calculated separately, from proved developed producing reserves, and (ii) eighty-five
percent (85%) of forecasted production for the next five years from the date hereof from total
proved reserves and seventy-five percent (75%) of forecasted production from total proved reserves
thereafter (such amounts computed on an annual basis and applied to crude oil and natural gas
properties calculated separately); provided that the aggregate amount of all such Swap
Contracts shall not exceed one hundred percent (100%) of actual oil or gas production, calculated
separately, in any given month (or if as a result of a force majeure event the foregoing
limitations are breached, then in any given three consecutive month period). In each case, upon
such execution and delivery, such Person shall be deemed a party hereto as if an original
signatory. Supplements executed pursuant to this Section 9.05 do not require the signatures of all
parties to this Agreement.




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



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



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



     (b) any Security Document may be effectuated only upon the written consent of Collateral
Agent, each Approved Hedge Counterparty, First Lien Agent and Second Lien Agent, for and on behalf
of First Lien Secured Parties and Second Lien Secured Parties, respectively, including any
amendment if the effect thereof would be (i) to secure indebtedness or obligations owed in favor of
any other creditor or groups of creditors, (ii) to change the priority of or subordinate the Liens
created thereby, (iii) to modify any material remedy provided for therein, or (iv) to cause the
Obligations owed to First Lien Lenders and the Approved Hedge Counterparty Obligations to not be
equally and ratably secured thereby (subject to the priorities set forth herein); provided, consent
of Second Lien Agent on behalf of Second Lien Secured Parties is not required in connection with
clause (iv) of this Section;



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



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



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



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




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




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



     Section 9.11. Submission to Jurisdiction; Waivers.



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



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     (b) The Borrowers, each other Obligor and the Second Lien Secured Parties hereby irrevocably
and unconditionally waive, to the fullest extent they may legally and effectively do so (x) any
objection they may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in paragraph (a) of this
Section and (y) the defense of an inconvenient forum to the maintenance of such action or
proceeding.



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



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



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



     Section 9.13. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and
each of the First Lien Secured Parties and Second Lien Secured Parties and their respective
successors and assigns, and nothing herein is intended, or shall be construed to give, any other
Person any right, remedy or claim under, to or in respect of this Agreement or any Collateral.
Except as set forth in Sections 3.09(b), 6.09, 9.02(b), and 9.07, the terms and provisions of this
Agreement shall not inure to the benefit of, nor be relied upon by, the Obligors or their
successors or assigns. No Approved Hedge Counterparty shall assign, transfer or sell any part of
its portion of the Obligations, unless in connection with such assignment, transfer or sale, such
assignee, transferee or purchaser shall first become a party to this Agreement in compliance with
the requirements of Section 9.05. All references to any Obligor shall include any Obligor as
debtor-in-possession and any receiver or trustee for such Obligor in any Insolvency Proceeding.



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



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



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



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



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



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



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



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



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



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



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



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



     Section 9.26. Amendment and Restatement.
This Agreement amends and restates in its entirety the Restated Intercreditor Agreement which as
of the Effective Date will cease to have any independent force or effect.



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ARTICLE 10 COLLATERAL AGENT.




     Section 10.01. Appointment of Collateral Agent.
First Lien Agent, on behalf of First Lien Secured Parties, Second Lien Agent, on behalf of
Second Lien Secured Parties, and each Approved Hedge Counterparty hereby designate and appoint
Royal Bank of Canada to act as Collateral Agent under the Security Documents, with full power of
substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in
their place and stead and in their name or in the Collateral Agent’s own name, from time to time,
and hereby empower the Collateral Agent to take actions with respect to the enforcement of any
Liens granted thereunder and the collection of proceeds following the disposition of any
Collateral. First Lien Agent, on behalf of First Lien Secured Parties, Second Lien Agent, on
behalf of Second Lien Secured Parties, and each Approved Hedge Counterparty hereby authorize
Collateral Agent to take such action on its behalf under the provisions of this Agreement and the
Security Documents and to exercise such powers and to perform such duties hereunder and thereunder
as are specifically delegated to it hereunder or thereunder or required of Collateral Agent by the
terms hereof or thereof and such other powers as are reasonably incidental thereto. Collateral
Agent may perform any of its duties hereunder by or through its agents or employees. Subject to
the terms and conditions contained in this Article 10, Collateral Agent agrees to act as Collateral
Agent pursuant to the terms set forth in this Agreement.



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



     Section 10.03. Lack of Reliance on Collateral Agent.



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



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Agreement, any Security Document or any other document referred to or provided for herein or
to inspect the properties or books of any Obligor.




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



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



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



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




     Section 10.07. Collateral Agent in its Individual Capacity.
Collateral Agent shall have the same rights and powers hereunder as any other Secured Party and
may exercise the same as though it were not performing the duties specified herein; and the term
“Secured Party” or any similar term shall, unless the context clearly otherwise indicates, include
Collateral Agent, in its individual capacity as and to the extent it owns First Lien Obligations
and/or Second Lien Obligations and not in its capacity as Collateral Agent. Collateral Agent may
accept deposits from, lend money to, and generally engage in any kind of banking, trust, financial
advisory or other business with the Obligors as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Obligors for services in connection
with this Agreement and otherwise without having to account for the same to any Secured Party
except as specified herein.



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



     Section 10.09. Successor Collateral Agent.



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



     (b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring
Collateral Agent shall be discharged from its duties under this Agreement; provided, the
retiring Collateral Agent and the



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Agency Agreement







38









 







Obligors agree to execute and deliver such instruments, documents, deeds, conveyances or other
writing as shall be reasonably requested by any Secured Party or the successor Collateral Agent to
(i) establish or continue the validity and perfection of any Liens under any Security Documents in
place at such time and (ii) transfer to the incoming Collateral Agent any and all rights, powers,
estates, duties and authorities extant under this Agreement. After any retiring Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent
under this Agreement.




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



     Section 10.11. Limitation on Liability of Secured Parties and Collateral Agent.
Secured Parties and Collateral Agent shall not be deemed, as a result of the execution and
delivery of the Security Documents or the consummation of the transactions contemplated by this
Agreement and the Security Documents, to have assumed any obligation of any Obligor with respect to
the Collateral or any liability under or with respect to any of the contracts, agreements, leases,
instruments or documents which are, or which may hereafter be, assigned to Collateral Agent for the
benefit of Secured Parties.



[Remainder of Page Intentionally Left Blank.]




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



	 	 	 	 	 	 	 

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

	 	By:	 	/s/ Susan Khokher	 	 
	 

	 	Name:
	 	
Susan
Khokher
	 	 
	 

	 	Title:	 	
Manager,
Agency
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Royal Bank of Canada, Agency Services Group	 	 
	 	 	Royal Bank Plaza	 	 
	 	 	200 Bay Street	 	 
	 	 	12th Floor, South Tower	 	 
	 	 	Toronto, Ontario M5J 2W7	 	 
	 	 	Attn: Manager Agency	 	 
	 	 	Facsimile: (416) 842-4023	 	 






Signature Page 1




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

	 	By:	 	/s/ Susan Khokher	 	 
	 

	 	Name:
	 	 
Susan
Khokher
	 	 
	 

	 	Title:	 	 
Manager,
Agency
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Royal Bank of Canada, Agency Services Group	 	 
	 	 	Royal Bank Plaza	 	 
	 	 	200 Bay Street	 	 
	 	 	12th Floor, South Tower	 	 
	 	 	Toronto, Ontario M5J 2W7	 	 
	 	 	Attn: Manager Agency	 	 
	 	 	Facsimile: (416) 842-4023	 	 






Signature Page 2




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	COLLATERAL AGENT:	 	ROYAL BANK OF CANADA, as Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Susan Khokher
	 	 
	 

	 	Name:
	 	Susan Khokher

	 	 
	 

	 	Title:
	 	Manager,
Agency

	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Royal Bank of Canada, Agency Services Group	 	 
	 	 	Royal Bank Plaza	 	 
	 	 	200 Bay Street	 	 
	 	 	12th Floor, South Tower	 	 
	 	 	Toronto, Ontario M5J 2W7	 	 
	 	 	Attn: Manager Agency	 	 
	 	 	Facsimile: (416) 842-4023	 	 






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	APPROVED HEDGE COUNTERPARTY:	 	BP CORPORATION NORTH AMERICA INC., 

as an Approved Hedge Counterparty
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Steve J. Provenzano 	 
	 

	 	 	 	Name: 
	Steve J. Provenzano 	 
	 

	 	 	 	Title: 	CCO, Financial Products	 
	 
	 	 	 	 	 	 
	 	 	Address:	 
	 	 	201 Helios Way	 
	 	 	Houston, Texas 77079	 
	 	 	Telecopier No.: 713-323-0203	 
	 	 	Telephone No.: 713-323-2000	 
	 	 	Attn: Contract Services	 






Signature Page 4




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Agency Agreement






 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	
 ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Leslie P. Vowell	 
	 	Name:  	Leslie P. Vowell 	 
	 	Title:  	Attorney-in-Fact 	 
	 



Signature Page 5




Amended and Restated

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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 SUNTRUST BANK

 	 
	 	By:  	/s/
Janet R. Naifeh
	 
	 	Name:  	Janet R. Naifeh 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page 6




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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	     /s/  Robert
F. Pollis, Jr.	 
	 	Name:  Robert
F. Pollis, Jr.	 
	 	Title:    Senior Vice
President	 
	 



Signature Page 7




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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	    /s/  Saqib
Khawaja
	 
	 	Name:  Saqib
Khawaja	 	 
	 	Title:    Vice President	 	 
	 



Signature Page 8




Amended and Restated

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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 SOCIÉTÉ GÉNÉRALE

 	 
	 	By:  	/s/
Cameron Null
	 
	 	Name:  	Cameron Null	 
	 	Title:  	Vice President	 
	 



Signature Page 9




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/
Ronald F. Bentien, Jr.
	 
	 	Name:  	Ronald F. Bentien, Jr.	 
	 	Title:  	Director	 
	 



Signature Page 10




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 COMERICA BANK

 	 
	



	 	By:  	/s/
James A. Morgan
	 
	 	Name:  	James A. Morgan	 
	 	Title:  	Vice President	 
	



	 






Signature Page 11




Amended and Restated

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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 RZB FINANCE, LLC

 	 
	 	By:  	/s/
John A. Valiska
	 
	 	Name:  	John A. Valiska	 
	 	Title:  	First Vice President	 
	 
	 	By:  	/s/
Christoph Hoedl	 
	 	Name:  	Christoph Hoedl	 
	 	Title:  	First Vice President	 
	 



Signature Page 12




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Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 COMPASS BANK

 	 
	 	By:  	/s/
John W. Wood
	 
	 	Name:  	John W. Wood	 
	 	Title:  	Vice President	 
	 



Signature Page 13




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 BNP PARIBAS

 	 
	 	By:  	/s/
Larry Robinson	 
	 	Name:  	Larry Robinson	 
	 	Title:  	Director	 
	 
	 	By:  	/s/
Betsy Jocher	 
	 	Name:  	Betsy Jocher	 
	 	Title:  	Director	 
	 



Signature Page 14




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 BANK OF OKLAHOMA , N.A.

 	 
	 	By:  	/s/
Timothy F. Sheehan	 
	 	Name:  	Timothy F. Sheehan	 
	 	Title:  	Senior Vice President	 
	 



Signature Page 15




Amended and Restated

Intercreditor and Collateral

Agency Agreement









 









 







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




	 	 	 	 	 
	FIRST LIEN LENDER:	 AMEGY BANK NATIONAL ASSOCIATION
 	 
	 	By:  	/s/
Terry Owen McCarter	 
	 	Name:  	Terry Owen McCarter	 
	 	Title:  	Senior Vice President	 
	 



Signature Page 16




Amended and Restated

Intercreditor and Collateral

Agency Agreement




 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 ROYAL BANK OF CANADA

 	 
	 	By:  	.	/s/
Leslie P. Vowell	.
	 	Name:  	Leslie P. Vowell	 
	 	Title:  	Attorney-in-Fact 	 
	 



Signature Page 17




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 SUNTRUST BANK

 	 
	 	By: 	  /s/ Janet R. Naifeh
	 
	 	Name: 	Janet R. Naifeh	 
	 	Title:  	Senior Vice President	 
	 



Signature Page 18




Amended and Restated

Intercreditor and Collateral

Agency Agreement





 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert F. Pollis, Jr.	 
	 	Name:  	Robert F. Pollis, Jr.	 
	 	Title:  	Senior Vice President	 
	 



Signature Page 19




Amended and Restated

Intercreditor and Collateral

Agency Agreement









 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Terry Owen McCarter
 	 
	 	Name: 	Terry Owen McCarter 	 
	 	Title: 	Senior Vice President 	 
	 



Signature Page 20




Amended and Restated

Intercreditor and Collateral

Agency Agreement




 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 WELLS FARGO BANK, N.A.,

Successor-by-merger to Wachovia Bank, National Association
 	 
	 	By:  	/s/ Ronald F. Bentien, Jr.
	 
	 	Name: 	Ronald F. Bentien, Jr. 	 
	 	Title: 	Director 	 
	 



Signature Page 21




Amended and Restated

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Agency Agreement








 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 COMERICA BANK

 	 
	 	By:  	/s/ James
A. Morgan
	 
	 	Name:  	James
A. Morgan 	 
	 	Title:  	Vice President 	 
	 



Signature
Page 22




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Agency Agreement










 









 








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




	 	 	 	 	 
	SECOND LIEN LENDER:	 COMPASS BANK

 	 
	 	By:  	/s/ John
W. Wood
	 
	 	Name:  	John
W. Wood 	 
	 	Title:  	Vice President 	 
	 



Signature
Page 23




Amended and Restated

Intercreditor and Collateral

Agency Agreement









 









 







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




	 	 	 	 	 
	SECOND LIEN LENDER:	 BNP PARIBAS

 	 
	 	By:  	/s/ Larry Robinson
	 
	 	Name:  	Larry Robinson
 	 
	 	Title:  	Director 	 
	 
	 	By:  	
/s/ Betty Jocher	 
	 	Name:  	Betty Jocher 	 
	 	Title:  	Director 	 
	 



Signature
Page 24




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





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



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



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



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



     5. Borrowers hereby covenant and agree to cause each new Obligor to execute a supplemental
Amended and Restated Intercreditor and Collateral Agency Agreement in the form of Annex 2 hereto.



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



	 	 	 	 	 
	 	POSTROCK ENERGY SERVICES CORPORATION,

as a Borrower

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

as a Borrower,

 	 
	 	By:  	POSTROCK ENERGY SERVICES CORPORATION,
 	 
	 	 	Its sole member 	 



	 	 	 	 	 
	 	By:  	
/s/
David C. Lawler 	 
	 	 	David C. Lawler, President

and Chief Executive Officer 	 
	 



Signature Page 25




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	 	POSTROCK ENERGY CORPORATION,

as a Guarantor

 	 
	 	By:  	/s/
David C. Lawler	 
	 	 	  David C. Lawler, President and Chief Executive Officer 	 
	 
	 	STP NEWCO, INC.,

as a Guarantor

 	 
	 	By:  	/s/
David C. Lawler	 
	 	 	  David C. Lawler, President
 
and Chief Executive Officer 	 
	 
	 	QUEST TRANSMISSION COMPANY, LLC,

as a Guarantor

 	 
	 	By:  	/s/
David C. Lawler	 
	 	 	  David C. Lawler, President

  and Chief Executive Officer


  Address for Notices:

  c/o PostRock Energy Corporation

  210 Park Avenue, Suite 2750

  Oklahoma City, OK  73102

  Attn:  Chief Executive Officer 	 
	 



Signature Page 26




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Intercreditor and Collateral

Agency Agreement









 









 








ANNEX 1




Security Documents


SECURITY DOCUMENTS DATED EFFECTIVE SEPTEMBER 21, 2010:



Kansas Oil and Gas Mortgages





	1.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Chautauqua
County, KS
	 
	2.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Chautauqua County, KS
	 
	3.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Chautauqua County, KS
	 
	4.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Elk County,
KS
	 
	5.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Elk County, KS
	 
	6.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Elk County, KS
	 
	7.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Labette
County, KS
	 
	8.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Labette County, KS
	 
	9.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor,





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	 	 	to Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties,
as Mortgagee, recorded in Labette County, KS
	 
	10.	 	Third Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated September 1, 2008 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Labette County, KS
	 
	11.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Montgomery
County, KS
	 
	12.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Montgomery County, KS
	 
	13.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Montgomery County, KS
	 
	14.	 	Third Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated September 1, 2008 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Montgomery County, KS
	 
	15.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Neosho
County, KS
	 
	16.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Neosho County, KS
	 
	17.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Neosho County, KS
	 
	18.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Wilson
County, KS
	 
	19.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to





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	 	 	Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Wilson County, KS
	 
	20.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Wilson County, KS
	 
	21.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Woodson
County, KS
	 
	22.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Woodson County, KS
	 
	23.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Woodson County, KS
	 
	24.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to Royal Bank of Canada, as
Administrative Agent and Collateral Agent, as Mortgagee, recorded in Allen County, KS.
	 
	25.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, Royal Bank of Canada, as
Administrative Agent and Collateral Agent, as Mortgagee, recorded in Greenwood County, KS.




Kansas Pipeline Mortgages





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





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Agency Agreement







 









 









	 	 	collateral agent, filed in Butler County, Kansas.
	 
	30.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Chautauqua County, Kansas.
	 
	31.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
	 
	32.	 	collateral agent, filed in Chautauqua County, Kansas.
	 
	33.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Cowley County, Kansas.
	 
	34.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Cowley County, Kansas.
	 
	35.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Elk County, Kansas.
	 
	36.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Elk County, Kansas.
	 
	37.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Greenwood County, Kansas.
	 
	38.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Greenwood County, Kansas.
	 
	39.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Labette County, Kansas.
	 
	40.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Labette County, Kansas.
	 
	41.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Montgomery County, Kansas.





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	42.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Montgomery County, Kansas.
	 
	43.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Neosho County, Kansas.
	 
	44.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Neosho County, Kansas.
	 
	45.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Wilson County, Kansas.
	 
	46.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Wilson County, Kansas.
	 
	47.	 	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated
January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent and
collateral agent, filed in Woodson County, Kansas.
	 
	48.	 	First Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement dated November 1, 2007 from Bluestem Pipeline, LLC and Quest Pipelines
(KPC), f/k/a Enbridge Pipelines (KPC), to Royal Bank of Canada, administrative agent and
collateral agent, filed in Woodson County, Kansas.




Oklahoma Oil and Gas Mortgages





	49.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Nowata
County, OK
	 
	50.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Nowata County, OK
	 
	51.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Nowata County, OK





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Agency Agreement







 









 









	52.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated November 14, 2005 from Quest Cherokee, LLC, as Mortgagor, to Guggenheim Corporate
Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Craig County,
OK
	 
	53.	 	First Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated July 31, 2006 from Quest Cherokee, LLC, as Mortgagor, to
Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee,
recorded in Craig County, OK
	 
	54.	 	Second Amendment to Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated November 15, 2007 from Quest Cherokee, LLC, as Mortgagor, to
Royal Bank of Canada, as Administrative Agent and Collateral Agent for Secured Parties, as
Mortgagee, recorded in Craig County, OK
	 
	55.	 	Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production
dated April 30, 2008 from Quest Cherokee, LLC, as Mortgagor, to Royal Bank of Canada, as
Administrative Agent and Collateral Agent for Secured Parties, as Mortgagee, recorded in
Seminole County, OK




Oklahoma Pipeline Mortgages





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




West Virginia Oil and Gas Mortgages





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





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Agency Agreement







 









 









	 	 	Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee,
recorded in Cabell County, West Virginia
	 
	62.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Calhoun County, West Virginia
	 
	63.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Doddridge County, West Virginia
	 
	64.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Gilmer County, West Virginia
	 
	65.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Kanawha County, West Virginia
	 
	66.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Lewis County, West Virginia
	 
	67.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Lincoln County, West Virginia
	 
	68.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Pleasants County, West Virginia
	 
	69.	 	Mortgage, Deed of Trust, Credit Line Deed of Trust, Assignment of As-Extracted Collateral,
Security Agreement, Fixture Filing and Financing Statement dated effective as of July 11, 2008
from Quest Cherokee, LLC, as Mortgagor, to Carl D. Andrews, Trustee, for the benefit of Royal
Bank of Canada, as mortgagee and collateral agent for Secured Parties, as Mortgagee, recorded
in Ritchie County, West Virginia





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Intercreditor and Collateral

Agency Agreement







 









 









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




Assignment of Quest Cherokee Second Lien Debt and Liens





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






	 	a.	 	Allen KS
	 
	 	b.	 	Butler KS
	 
	 	c.	 	Chautauqua KS
	 
	 	d.	 	Cowley KS
	 
	 	e.	 	Elk KS
	 
	 	f.	 	Greenwood KS
	 
	 	g.	 	Labette KS
	 
	 	h.	 	Montgomery KS
	 
	 	i.	 	Neosho KS
	 
	 	j.	 	Wilson KS
	 
	 	k.	 	Woodson KS
	 
	 	l.	 	Craig OK
	 
	 	m.	 	Nowata OK
	 
	 	n.	 	Seminole OK
	 
	 	o.	 	Pushmataha OK
	 
	 	p.	 	Pottawattamie OK
	 
	 	q.	 	Latimer OK
	 
	 	r.	 	Rogers OK
	 
	 	s.	 	Grant OK
	 
	 	t.	 	Braxton WV
	 
	 	u.	 	Cabell WV
	 
	 	v.	 	Calhoun WV
	 
	 	w.	 	Doddridge WV
	 
	 	x.	 	Gilmer WV
	 
	 	y.	 	Kanawha WV
	 
	 	z.	 	Lewis WV





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Agency Agreement







 









 









	 	aa.	 	Lincoln WV
	 
	 	bb.	 	Pleasants WV
	 
	 	cc.	 	Ritchie WV
	 
	 	dd.	 	Wayne WV
	 
	 	ee.	 	Wetzel WV
	 
	 	ff.	 	Woods WV




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





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






	 	a.	 	Anderson County, KS
	 
	 	b.	 	Allen County, KS
	 
	 	c.	 	Barber County, KS
	 
	 	d.	 	Butler County, KS
	 
	 	e.	 	Chase County, KS
	 
	 	f.	 	Chautauqua County, KS
	 
	 	g.	 	Coffey County, KS
	 
	 	h.	 	Comanche County, KS
	 
	 	i.	 	Cowley County, KS
	 
	 	j.	 	Elk County, KS
	 
	 	k.	 	Franklin County, KS
	 
	 	l.	 	Greenwood County, KS
	 
	 	m.	 	Harper County, KS
	 
	 	n.	 	Johnson County, KS
	 
	 	o.	 	Kingman County, KS
	 
	 	p.	 	Labette County, KS
	 
	 	q.	 	Lyon County, KS
	 
	 	r.	 	Marion County, KS
	 
	 	s.	 	McPherson County, KS
	 
	 	t.	 	Miami County, KS
	 
	 	u.	 	Montgomery County, KS
	 
	 	v.	 	Neosho County, KS
	 
	 	w.	 	Rice County, KS
	 
	 	x.	 	Sedgwick County, KS
	 
	 	y.	 	Wilson County, KS
	 
	 	z.	 	Woodson County, KS
	 
	 	aa.	 	Wyandotte County, KS
	 
	 	bb.	 	Craig County, OK
	 
	 	cc.	 	Harper County, OK
	 
	 	dd.	 	Nowata County, OK
	 
	 	ee.	 	Osage County, OK
	 
	 	ff.	 	Pawnee County, OK
	 
	 	gg.	 	Woods County, OK
	 
	 	hh.	 	Cass County, MO
	 
	 	ii.	 	Jackson County, MO
	 
	 	jj.	 	Platte County, MO





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Agency Agreement







 









 







Guaranties





	75.	 	Guaranty dated effective September 21, 2010, by PostRock Energy Corporation
	 
	76.	 	Guaranty dated effective September 21 2010, by Quest Transmission Company, LLC and STP Newco,
Inc.




Security Agreements





	77.	 	Amended and Restated Pledge and Security Agreement dated effective September 21, 2010, by
PostRock Energy Services Corporation, PostRock MidContinent Production, LLC, STP Newco, Inc.
and Quest Transmission Company, LLC
	 
	78.	 	Deposit Account Control Agreement — PostRock Energy Services Corporation, Bank of Oklahoma,
N.A., Agent
	 
	79.	 	Deposit Account Control Agreement — PostRock MidContinent Production, LLC, Comerica Bank,
Agent
	 
	80.	 	Deposit Account Control Agreement — PostRock Energy Services Corporation, Comerica Bank,
Agent




Amended and Restated Mortgages or Mortgage Amendments





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






	 	a.	 	Allen KS
	 
	 	b.	 	Chautauqua KS
	 
	 	c.	 	Elk KS
	 
	 	d.	 	Greenwood KS
	 
	 	e.	 	Labette KS
	 
	 	f.	 	Montgomery KS
	 
	 	g.	 	Neosho KS
	 
	 	h.	 	Wilson KS
	 
	 	i.	 	Woodson KS






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






	 	a.	 	Craig OK
	 
	 	b.	 	Nowata OK
	 
	 	c.	 	Seminole OK
	 
	 	d.	 	Pushmataha County, OK
	 
	 	e.	 	Pottawattamie County, OK
	 
	 	f.	 	Latimer County, OK
	 
	 	g.	 	Rogers County, OK
	 
	 	h.	 	Grant County, OK





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Agency Agreement







 









 









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






	 	a.	 	Braxton WV
	 
	 	b.	 	Cabell WV
	 
	 	c.	 	Calhoun WV
	 
	 	d.	 	Doddridge WV
	 
	 	e.	 	Gilmer WV
	 
	 	f.	 	Kanawha WV
	 
	 	g.	 	Lewis WV
	 
	 	h.	 	Lincoln WV
	 
	 	i.	 	Pleasants WV
	 
	 	j.	 	Ritchie WV
	 
	 	k.	 	Wayne WV
	 
	 	l.	 	Wetzel WV
	 
	 	m.	 	Woods WV






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






	 	a.	 	Allen County, KS
	 
	 	b.	 	Butler County, KS
	 
	 	c.	 	Chautauqua County, KS
	 
	 	d.	 	Cowley County, KS
	 
	 	e.	 	Elk County, KS
	 
	 	f.	 	Greenwood County, KS
	 
	 	g.	 	Labette County, KS
	 
	 	h.	 	Montgomery County, KS
	 
	 	i.	 	Neosho County, KS
	 
	 	j.	 	Wilson County, KS
	 
	 	k.	 	Woodson County, KS






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







	 	a.	 	Craig County, OK
	 
	 	b.	 	Nowata County, OK





UCC-1 Financing Statement Filings




86. POSTROCK ENERGY SERVICES CORPORATION




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





	87.	 	POSTROCK MIDCONTINENT PRODUCTION, LLC






	 	a.	 	UCC-1 filed with the Delaware Secretary of State under Bluestem Pipeline, LLC
name 1/31/07
	 
	 	b.	 	UCC-3 filed with the Delaware Secretary of State to change name to PostRock
MidContinent Production, LLC





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	88.	 	STP NEWCO, INC.






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






	89.	 	QUEST TRANSMISSION COMPANY.






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




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



KPC Pipeline Mortgages





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






	 	a.	 	Anderson County, KS
	 
	 	b.	 	Barber County, KS
	 
	 	c.	 	Chase County, KS
	 
	 	d.	 	Coffey County, KS
	 
	 	e.	 	Comanche County, KS
	 
	 	f.	 	Franklin County, KS
	 
	 	g.	 	Harper County, KS
	 
	 	h.	 	Johnson County, KS
	 
	 	i.	 	Kingman County, KS
	 
	 	j.	 	Lyon County, KS
	 
	 	k.	 	Marion County, KS
	 
	 	l.	 	McPherson County, KS
	 
	 	m.	 	Miami County, KS
	 
	 	n.	 	Rice County, KS
	 
	 	o.	 	Sedgwick County, KS
	 
	 	p.	 	Wyandotte County, KS






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






	 	a.	 	Harper County, OK
	 
	 	b.	 	Osage County, OK
	 
	 	c.	 	Pawnee County, OK
	 
	 	d.	 	Woods County, OK






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






	 	a.	 	Cass County, MO
	 
	 	b.	 	Jackson County, MO
	 
	 	c.	 	Platte County, MO




Security Agreements




Annex 1 Page 12




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Intercreditor and Collateral

Agency Agreement







 









 









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




UCC-1 Filings





	94.	 	POSTROCK KPC PIPELINE, LLC






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





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ANNEX 2




Form of




SUPPLEMENTAL AMENDED AND RESTATED INTERCREDITOR

AND COLLATERAL AGENCY AGREEMENT




     SUPPLEMENTAL AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this
“Supplemental Agreement”) dated as of ____________ among ___________________, as an
Obligor, Royal Bank of Canada, as Collateral Agent, and PostRock Energy Services Corporation and
PostRock MidContinent Production, LLC, as First Lien Borrowers.



     All capitalized terms used herein but not defined herein shall have the meanings set forth in
the Agreement (as defined below).



W I T N E S S E T H:




     WHEREAS Borrowers have heretofore executed and delivered to Collateral Agent that certain
Amended and Restated Intercreditor and Collateral Agency Agreement (the “Agreement”) dated
as of September 21, 2010, providing for, among other matters, the relative rights and obligations
and apportionment of payments among Secured Parties (as defined therein), and the exercise of
certain remedies under the Security Documents (as defined therein);



     WHEREAS the Agreement provides that Borrowers are required to cause the new Obligor to execute
and deliver to Collateral Agent a Supplemental Amended and Restated Intercreditor and Collateral
Agency Agreement pursuant to which the new Obligor shall become bound by all of the terms of the
Agreement on the terms and conditions set forth herein;



     WHEREAS Collateral Agent, Borrowers, and the new Obligor are authorized to execute and deliver
this Supplemental Agreement;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the new Obligor
covenants and agrees for the equal and ratable benefit of Secured Parties (as defined in the
Agreement) as follows:



     1. Agreement to be Bound. The new Obligor shall be bound by all of the terms and
provisions of the Agreement.



     2. Agreement Controls. The new Obligor acknowledges and agrees that the terms of the
Agreement shall control over the terms of the Security Documents to the extent of any conflict
between the provisions thereof.



     3. Indemnity. The indemnity and reimbursement provisions contained in Section
9.09 shall apply to all matters under the Agreement and the new Obligor agrees to indemnify and
reimburse the Indemnitees in accordance with the terms thereof.



     4. Benefit of Agreement. Except as stated in Section 9.13 of the Agreement, the terms
and provisions of the Agreement shall inure solely to the benefit of each Secured Party and its
respective



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successors and assigns and the terms and provisions of the Agreement shall not inure to the
benefit of nor be enforceable by new Obligor or its successors or assigns. The Agreement may be
amended or supplemented as provided therein without the necessity of the new Obligor joining in any
such amendment, except as provided in the Agreement; provided, that the new Obligor shall
not be bound by any amendment which would have the effect of increasing its Obligations and
indemnities hereunder or materially affecting its rights or duties under the Security Documents
unless it shall have consented to such amendment.




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



     6. Ratification of Agreement; Supplemental Agreement Part of Agreement. Except as
expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Agreement shall form a part of the Agreement for all purposes.



     7. Governing Law. THIS SUPPLEMENTAL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     8. Collateral Agent Makes No Representation. Collateral Agent makes no
representation as to the validity or sufficiency of this Supplemental Agreement, or the Agreement
as amended hereby.



     9. Counterparts. The parties may sign any number of copies of this Supplemental
Agreement. Each signed copy shall be an original, but all of them together shall represent the
same agreement. Delivery of an executed counterpart of a signature page of this Supplemental
Agreement by telecopy, facsimile, photocopy or by sending a scanned copy by electronic mail shall
be effective as delivery of a manually executed counterpart of this Supplemental Agreement.



     10. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



     11. Address for Notices. All notices and other communications given to the new
Obligor under the Agreement may be given at its address or telecopier number as follows:




[New Obligor]

[Address]

Attention:

Telecopier No.:



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



	 	 	 	 	 
	 	[NEW OBLIGOR]

 	 
	 	By:  	
 	 
	 	 	Name: 	 
	 	 	Title:  	 
	 



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ANNEX 3




Form of



JOINDER TO AMENDED AND RESTATED INTERCREDITOR

AND COLLATERAL AGENCY AGREEMENT




     JOINDER TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this
“Joinder Agreement”) dated as of ____________ among ___________________, as an Approved
Hedge Counterparty, Royal Bank of Canada, as Collateral Agent, and PostRock Energy Services
Corporation and PostRock MidContinent Production, LLC, as Borrowers.



     All capitalized terms used herein but not defined herein shall have the meanings set forth in
the Agreement (as defined below).



W I T N E S S E T H:




     WHEREAS Borrowers have heretofore executed and delivered to Collateral Agent that certain
Amended and Restated Intercreditor and Collateral Agency Agreement (the “Agreement”) dated
as of September 21, 2010, providing for, among other matters, the relative rights and obligations
and apportionment of payments among Secured Parties (as defined therein), and the exercise of
certain remedies under the Security Documents (as defined therein);



     WHEREAS the Agreement provides that a Person entering into a Swap Contract with the First Lien
Borrowers can become an Approved Hedge Counterparty and thereby a First Lien Secured Party if it
executes and delivers to Collateral Agent a Joinder to the Amended and Restated Intercreditor and
Collateral Agency Agreement pursuant to which such new Approved Hedge Counterparty shall become
bound by the terms of, and entitled to all of the benefits of, the Agreement on the terms and
conditions set forth herein;



     WHEREAS Collateral Agent, Borrowers, and the new Approved Hedge Counterparty are authorized to
execute and deliver this Joinder Agreement;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the new Approved Hedge
Counterparty, covenants and agrees for the equal and ratable benefit of Secured Parties (as defined
in the Agreement) as follows:



     1. Agreement to be Bound. The new Approved Hedge Counterparty shall be bound by all
of the terms and provisions of the Agreement.



     2. Agreement Controls. The new Approved Hedge Counterparty acknowledges and agrees
that the terms of the Agreement shall control over the terms of the Security Documents to the
extent of any conflict between the provisions thereof.



     3. Indemnity. The indemnity and reimbursement provisions contained in Section
10.06 shall apply to all matters under the Agreement and the new Approved Hedge Counterparty agrees
to indemnify and reimburse the Collateral Agent in accordance with the terms thereof.



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     4. Benefit of Agreement. The terms and provisions of the Agreement shall inure to the
benefit of the new Approved Hedge Counterparty and its respective successors and assigns subject to
compliance with Section 9.13 of the Agreement. The Agreement may be amended or supplemented as
provided therein without the necessity of the new Approved Hedge Counterparty joining in any such
amendment, except as provided in the Agreement.



     5. Further Assurances. The new Approved Hedge Counterparty will execute, acknowledge
and deliver all such agreements and instruments and take all such action as Collateral Agent from
time to time may reasonably request in order to further effectuate the purposes of this Joinder
Agreement and the Agreement and to carry out the terms hereof and thereof.



     6. Ratification of Agreement; Supplemental Agreement Part of Agreement. Except as
expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Joinder
Agreement shall form a part of the Agreement for all purposes.



     7. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     8. Collateral Agent Makes No Representation. Collateral Agent makes no
representation as to the validity or sufficiency of this Joinder Agreement, or the Agreement as
amended hereby.



     9. Counterparts. The parties may sign any number of copies of this Joinder Agreement.
Each signed copy shall be an original, but all of them together shall represent the same
agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement by
telecopy, facsimile, photocopy or by sending a scanned copy by electronic mail shall be effective
as delivery of a manually executed counterpart of this Joinder Agreement.



     10. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



     11. Address for Notices. All notices and other communications given to the new
Approved Hedge Counterparty under the Agreement may be given at its address or telecopier number as
follows:


[New Approved Hedge Counterparty]

[Address]

Attention:

Telecopier No.:




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




	 	 	 	 	 
	 	[NEW APPROVED HEDGE COUNTERPARTY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	FIRST LIEN BORROWERS:	 POSTROCK ENERGY SERVICES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	FIRST LIEN BORROWERS:	 POSTROCK ENERGY SERVICES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	COLLATERAL AGENT:	 ROYAL BANK OF CANADA,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





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Agency Agreement