exv10w48






Exhibit 10.48




FIRST AMENDMENT TO AMENDED

AND RESTATED PLEDGE AND SECURITY AGREEMENT




(Quest Midstream Partners, L.P.)




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to
as this “Security Agreement Amendment”) is executed effective as of February 21, 2008, by QUEST
MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“Debtor”), whose address is 210 Park
Avenue, Suite 2750, Oklahoma City, Oklahoma 73102 for the benefit of ROYAL BANK OF CANADA (in its
capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (hereafter defined)), as
"Secured Party,” whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South
Tower, Toronto, Ontario M5J 2W7.



RECITALS




     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of November
1, 2007 (together with all amendments, supplements, restatements and other modifications, if any,
from time to time thereafter made thereto, the “Credit Agreement”), among Debtor and Bluestem
Pipeline, L.L.C., a Delaware limited liability company, as borrowers (collectively, the
"Borrowers”), the various financial institutions that were parties thereto (collectively the
"Lenders”) and Royal Bank of Canada, as the administrative agent and collateral agent
(collectively, the “Administrative Agent”), the Lenders agreed to make loans and issue letters of
credit for the account of Borrowers;



          WHEREAS, to secure payment of the “Obligations” (as defined in the Credit Agreement) the
Debtor entered into that certain Amended and Restated Pledge and Security Agreement dated as of
November 1, 2007 in favor of the Administrative Agent for the benefit of the Lenders (as the same
may be amended, supplemented and restated from time to time, the “Security Agreement”) pursuant to
which the Debtor granted a security interest in the “Collateral” (as defined in the Security
Agreement);




     WHEREAS, Debtor has formed a new wholly-owned subsidiary known as Quest Transmission Company,
LLC, a Delaware limited liability company to own certain laterals acquired pursuant to the Enbridge
Acquisition (“QTC”); and



     WHEREAS, the Debtor and Administrative Agent are entering into this Security Agreement
Amendment to amend Annex B-1 to the Security Agreement to reflect the addition of the equity
interest of QTC as Pledged Limited Liability Company Interests evidenced by a certificate and QTC
has specified in its organizational documentation that its limited liability company interests are
securities governed by Article 8 of the Delaware Uniform Commercial Code (“Delaware UCC”) pursuant
to Section 8-103(c) of the Delaware UCC.



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



MLP First Amendment

to Pledge and Security Agreement




 









 





     1. REFERENCE TO CREDIT AGREEMENT. The terms, conditions, and provisions of the Credit
Agreement are incorporated herein by reference, the same as if set forth herein verbatim, which
terms, conditions, and provisions shall continue to be in full force and effect hereunder so long
as the Lenders are obligated to lend under the Credit Agreement and thereafter until the
Obligations are paid and performed in full.



     2. Annex B-1 attached to the Security Agreement is hereby replaced and Supplemental Annex B-1
attached hereto is substituted therefor.



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



Remainder of page Intentionally Blank

Signature Page to Follow.




MLP First Amendment

to Pledge and Security Agreement




2









 








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



	 	 	 	 	 	 	 	 	 
	 	 	DEBTOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST MIDSTREAM PARTNERS, L.P.,
a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Quest Midstream GP, LLC,

a Delaware limited liability company, its General

Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	     /s/ Jerry C. Cash	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	     Jerry C. Cash	 	 
	 

	 	 	 	 	 	     Chief Executive Officer	 	 






	 	 	 	 	 	 	 
	 	 	SECURED PARTY:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Susan Khokher	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Susan Khokher	 	 
	 	 	Title: Manager, Agency	 	 






Signature Page




MLP First Amendment

to Pledge and Security Agreement




 









 





SUPPLEMENTAL ANNEX B-1 TO SECURITY AGREEMENT

COLLATERAL DESCRIPTIONS





	A.	 	Collateral Notes and Collateral Note Security:
	 
	 	 	None.
	 
	B.	 	Pledged Shares:
	 
	 	 	None.
	 
	C.	 	Partnership/Limited Liability Company Interests:
	 
	 	 	100% of the limited liability company membership interest in Bluestem Pipeline, LLC, a
Delaware limited liability company
	 
	 	 	100% of the limited liability company membership interest in Quest Kansas Pipeline, L.L.C.,
a Delaware limited liability company
	 
	 	 	100% of the limited liability company interest in Quest Kansas General Partner, L.L.C., a
Delaware limited liability company
	 
	 	 	100% of the limited liability company interest in Quest Transmission Company, LLC, a
Delaware limited liability company
	 
	D.	 	Agreements:
	 
	 	 	Bluestem Partners, LLC Limited Liability Company Agreement
	 
	 	 	Quest Kansas Pipeline, L.L.C Limited Liability Company Agreement
	 
	 	 	Quest Kansas General Partner, L.L.C. Limited Liability Company Agreement
	 
	 	 	Quest Transmission Company, LLC Limited Liability Company Agreement
	 
	E.	 	Commercial Tort Claims: None.
	 
	F.	 	Deposit Accounts (including name of bank address and account number).
	 
	 	 	Account No. 805481093 at Bank of Oklahoma





Supplemental Annex B-1




MLP First Amendment

to Pledge and Security Agreement