exv10w67






Exhibit 10.67




FIRST AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT




(QUEST OIL & GAS, LLC)




     THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security
Agreement Amendment”) is executed as of May 29, 2009, by QUEST OIL & GAS, LLC, a Kansas limited
liability company (“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 Secured Parties, as such term is defined in the Credit Agreement
(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 Credit Agreement, dated as of November 15, 2007 (the
“Original Credit Agreement”) among QUEST RESOURCE CORPORATION a Nevada corporation (the
“Borrower”), the various financial institutions that are, or may from time to time become, parties
thereto (individually an “Lender” and collectively the “Lenders”) and Royal Bank of Canada, as
administrative agent (in such capacity, the “Administrative Agent”), and collateral agent (in such
capacity, the “Collateral Agent”), the Lender made a Term Loan to the Borrower; and



     WHEREAS, to secure loans made by the Lenders to the Borrower pursuant to the Original Credit
Agreement, Debtor, together with Quest Energy Services, LLC, a Kansas limited liability company,
entered into that certain Guaranty dated as of November 15, 2007 (the “Guaranty”) pursuant to which
the Debtor guaranteed the Obligations owing under the Credit Agreement; and



     WHEREAS, to secure its obligations under the Guaranty and to secure the loans made by the
Lenders to the Borrower pursuant to the Original Credit agreement, Debtor entered into that certain
Pledge and Security Agreement dated as of November 15, 2007 in favor of the Administrative Agent
and Collateral Agent for the benefit of the Lenders (the “Security Agreement”) pursuant to which
the Debtor granted a security interest in all assets of Debtor, including without limitation, all
Partnership/Limited Liability Company Interests owned by Debtor; and



     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated July 11, 2008
(the “Amended and Restated Credit Agreement”), among Debtor, the various financial institutions
that were, or become, parties thereto and Royal Bank of Canada, as administrative agent and
collateral agent, the Original Credit Agreement was amended and restated in its entirety and the
indebtedness owing under the Original Credit Agreement was refinanced and carried forward by the
Amended and Restated Credit Agreement and all of the liens and security interests securing the
“Obligations” (as defined in the Original Credit Agreement) were carried forward and secured,
without interruption or loss of priority, the “Obligations” (as defined in the Amended and Restated
Credit Agreement) under the Amended and Restated Credit Agreement; and



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FIRST
AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

QUEST OIL & GAS LLC











 




     WHEREAS, the Debtor and Administrative Agent are entering into this Security Agreement
Amendment to amend Annex A to the Security Agreement to include Debtor’s interest in Oil and Gas
Properties acquired from Rockport Energy, LLC located in Cameron Parish, Louisiana; and



     WHEREAS, the Debtor has duly authorized the execution, delivery and performance of this
Security Agreement Amendment; and



     WHEREAS, this Security Agreement Amendment is integral to the transactions contemplated by the
Loan Documents, and the execution and delivery of this Security Agreement Amendment is a condition
precedent to the Lenders’ obligations to extend credit under the Loan Documents.



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



     1. REFERENCE TO AMENDED AND RESTATED CREDIT AGREEMENT. The terms, conditions, and provisions
of the Amended and Restated 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 Amended and
Restated Credit Agreement and thereafter until the Obligations are paid and performed in full.



     2. Annex A attached to the Security Agreement is hereby replaced and Annex A 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.




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PLEDGE AND SECURITY AGREEMENT

QUEST OIL & GAS LLC











 




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




	 	 	 
	DEBTOR:

	 	QUEST OIL & GAS, LLC,

a Kansas limited liability company






	 	 	 	 	 
	 	 	 
	 	By:  	                               /s/ David Lawler
 	 
	 	 	David Lawler, President 	 
	 	 	 	 



Signature Page 1


FIRST
AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

QUEST OIL & GAS LLC











 






	 	 	 
	ADMINISTRATIVE AGENT:

	 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent






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



Signature Page 2


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QUEST OIL & GAS LLC











 





	 	 	 	 	 



ANNEX A TO SECURITY AGREEMENT


DEBTOR INFORMATION AND LOCATION OF COLLATERAL




	 	 	 	 	 
	A.

	 	Exact Legal Name of Debtor:
	 	Quest Oil & Gas, LLC.
	 
	 	 	 	 
	B.

	 	Mailing Address of Debtor:
	 	210 Park Avenue, Suite 2750, Oklahoma City,

Oklahoma 73102.
	 
	 	 	 	 
	C.

	 	Type of Entity:
	 	limited liability company.
	 
	 	 	 	 
	D.

	 	Jurisdiction of Organization:
	 	Kansas.
	 
	 	 	 	 
	E.

	 	State Issued Organizational

Identification Number:
	 	4009973. 
	 
	 	 	 	 
	F.

	 	Tax ID Number:
	 	20-8055448. 
	 
	 	 	 	 
	G.

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

Oklahoma 73102.
	 
	 	 	 	 
	H.

	 	Location of Collateral:
	 	210 Park Avenue, Suite 2750, Oklahoma City,

Oklahoma 73102
	 
	 	 	 	 
	I.

	 	Location of Real Property:
	 	Gaines County, Texas;

Lea County, New Mexico;

Sommerset County, Pennsylvania;

Cameron Parish, Louisiana
	 
	 	 	 	 
	J.

	 	Jurisdiction(s) for Filing

Financing Statements:
	 	Kansas.
	 
	 	 	 	 
	K.

	 	Fixture filings in the relevant

counties in which the properties

are located:
	 	Cameron Parish, Louisiana.

Secured Party will not be taking liens at closing

on Debtor’s properties located in Gaines County,

Texas; Lea County, New Mexico; Sommerset

County, Pennsylvania.






Annex A




 


FIRST
AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

QUEST OIL & GAS LLC











 







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:





	 	1.	 	Debtor owns a owns a 26.7990076% limited partnership interest (before
payout) and will own a 15.0% limited partnership interest (after payout) in LGS
Development, L.P., a Texas limited partnership.




D. Agreements: None.



E. Commercial Tort Claims: None



F. Deposit Accounts (including name of bank, address and account number):





	 	•	 	Account #814171852 at the Bank of Oklahoma.
	 
	 	•	 	Account #814171522 at the Bank of Oklahoma.





Annex B-1





 


FIRST
AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

QUEST OIL & GAS LLC