EX-10.34



 Exhibit 10.34 
 EXECUTION 
 SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR

 AND COLLATERAL AGENCY AGREEMENT 
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (the “Amendment”) dated as of December 20, 2012 (the “Amendment Effective
Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as resigning administrative agent and resigning collateral agent under the First Lien Credit Agreement (as defined below), CITIBANK, N.A. in its capacity as successor
administrative agent and successor collateral agent under the First Lien Credit Agreement for the First Lien Lenders (as defined below) (in such capacities, with its successors and assigns, the “First Lien Agent”), ROYAL BANK OF
CANADA, in its capacity as resigning collateral agent under the Intercreditor Agreement (as defined below), CITIBANK, N.A., in its capacity as successor collateral agent under the Intercreditor Agreement for the Secured Parties (in such capacity,
with its successors and assigns, the “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 Energy Company. 
 RECITALS 

A. Royal Bank of Canada, as administrative agent and collateral agent for the First Lien Lenders under the First Lien Credit Agreement,
Royal Bank of Canada, as administrative agent and collateral for the Second Lien Lenders, Royal Bank of Canada, in its capacity as collateral agent for the Secured Parties under the Intercreditor Agreement, PESC, PMP, each additional Obligor
signatory thereto and BP Corporation North America, Inc. entered into that certain Amended and Restated Intercreditor and Collateral Agency Agreement dated as of September 21, 2010 (the “Intercreditor Agreement”). Capitalized
terms used but not defined herein have the meanings given such terms in the Intercreditor Agreement. 
 B. The Second Lien
Obligations were repaid in full effective February 21, 2012. Consequently, in connection with the Intercreditor Agreement there are no longer any Second Lien Secured Parties, Second Lien Lenders, Second Lien Agent, Second Lien Security
Documents, Second Liens, Second Lien Documents, Second Lien Collateral or Second Lien Credit Agreement. 
 C. Pursuant to an
Assignment and Amendment dated as of October 9, 2012 (the “First Amendment”), among PESC, BP Corporation North America, Inc., BP Energy Company and Royal Bank of Canada, as collateral agent under the Intercreditor Agreement, BP
Corporation North America, Inc. assigned to BP Energy Company all of BP Corporation North America, Inc.’s rights and obligations under (i) its Approved Hedge Counterparty Swap Contract with PESC, (ii) all the Security Documents and
(iii) the Intercreditor Agreement (the agreements and documents referred to in clauses (i), (ii) and (iii) collectively, the “Assigned Agreements”) and the Intercreditor Agreement and the Assigned Agreements were
amended as set forth therein. 
 D. The First Lien Credit Agreement has been amended and restated in its entirety pursuant to a
Third Amended and Restated Credit Agreement dated the Amendment Effective Date among PMP, PESC, Royal Bank of Canada, as resigning administrative agent and collateral agent, Citibank, N.A., as successor administrative agent and collateral agent and
the First Lien Lenders party thereto (the “Third Amended and Restated Credit Agreement”). On and after the Amendment Effective Date, the First Lien Agent is Citibank, N.A. 

Second Amendment to Amended and Restated 
 Intercreditor and Collateral 
 Agency Agreement 







 E. The parties hereto have agreed to amend the Intercreditor Agreement to, among other
things, (i) recognize Citibank, N.A., as successor Collateral Agent to Royal Bank of Canada, (ii) provide for the waiver of the requirement that a resigning collateral agent give (30) days prior written notice of its resignation to
Secured Parties and Borrower, (iii) to reflect the repayment of the Second Lien Obligations, (iv) to reflect the Security Documents in effect as of the Amendment Effective Date and (v) to make certain other amendments to the
Intercreditor Agreement. 
 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 the Intercreditor Agreement as set forth herein: 

ARTICLE I 

AMENDMENT 

1.1 The parties identified on the first page are amended by deleting the following: 

“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 substituting therefor the following: 

“Among 

CITIBANK, N.A., as successor First Lien Agent to 
 ROYAL BANK OF CANADA, 
 as predecessor First Lien Agent, 

BP ENERGY COMPANY, as successor to 
 BP CORPORATION NORTH AMERICA INC., 
 as Approved Hedge Counterparty

 CITIBANK, N.A., as successor Collateral Agent to 

ROYAL BANK OF CANADA, 
 as predecessor Collateral Agent” 

  

					
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 1.2 The introductory paragraph of the Intercreditor Agreement immediately preceding the
Recitals is hereby deleted in its entirety and the following is substituted therefor: 
 “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 (with its
successors and assigns including, on and after December 20, 2012, Citibank, N.A., in its capacity as successor administrative agent and successor collateral agent for the First Lien Lenders (as defined below), in its capacity as administrative
agent and collateral agent for the Second Lien Lenders (as defined below), and as collateral agent for Secured Parties (as defined below) (with its successors and assigns including, on and after December 20, 2012, Citibank, N.A. in its capacity
as successor collateral agent for the Secured Parties, 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 ENERGY COMPANY.” 
 1.3 The following new Recitals H, I and J are hereby added to the Intercreditor
Agreement to read in their entirety as follows: 
 “H. The Second Lien Obligations (as hereafter defined)
were repaid in full effective February 21, 2012. Consequently, in connection with this Agreement there are no longer any Second Lien Secured Parties (as hereafter defined), Second Lien Lenders, Second Lien Agent, Second Lien Security Documents
(as hereafter defined), Second Liens (as hereafter defined), Second Lien Documents (as hereafter defined), Second Lien Collateral (as hereafter defined) or Second Lien Credit Agreement.” 

I. Pursuant to an Assignment and Amendment dated as of October 9, 2012 (the “First Amendment”),
among PESC, BP Corporation North America, Inc., BP Energy Company and Royal Bank of Canada, BP Corporation North America, Inc. assigned to BP Energy Company all of BP Corporation North America, Inc.’s rights and obligations under (i) its
Approved Hedge Counterparty Swap Contract with PESC, (ii) all the Security Documents (hereafter defined) and (iii) this Agreement (the agreements and documents referred to in clauses (i), (ii) and (iii) collectively, the
“Assigned Agreements”) and this Agreement and the Assigned Agreements were amended as set forth therein. 
 J. The First Lien Credit Agreement has been amended and restated in its entirety pursuant to a Third Amended and Restated Credit Agreement dated December 20, 2012 (the “Amendment Effective
Date”) among PMP, PESC, Royal Bank of Canada, as resigning administrative agent and collateral agent, Citibank, N.A., as successor administrative agent and collateral agent and the First Lien Lenders party thereto (the “Third
Amended and Restated Credit Agreement”). On and after the Amendment Effective Date, the First Lien Agent is Citibank, N.A.” 
 1.4 The following definitions are hereby added to Section 1.01 of the Intercreditor Agreement in the proper alphabetical order or, to the extent any such definitions already exist in Section 1.01 of
the Intercreditor Agreement, such definitions are hereby amended and restated in their entirety to read as follows: 

  

					
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 “Agreement” means this Amended and Restated Intercreditor
Agreement, as amended by the First Amendment, Second Amendment and as it may be further 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, as amended. 
 “Amendment Effective Date” means December 20, 2012. 
 “Approved Hedge Counterparty” means BP Energy Company, successor to 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. 
 “Assigned
Agreements” has the meaning set forth in Recital I. 
 “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 Banking Services. 

“Collateral Agent” means Citibank, N.A. and its successors and assigns. 

“First Amendment” has the meaning given that term in Recital I. 

“First Lien Agent” means Citibank, N.A. and such term includes any successor agent under any First Lien
Agreement if the First Lien Credit Agreement is replaced, refunded or refinanced. 
 “First Lien Credit
Agreement” means the Third Amended and Restated Credit Agreement as it may be amended, supplemented, restated or otherwise modified from time to time. 
 “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 Lender
Hedging Agreement, (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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 “First Lien Secured Parties” means the First Lien Agent,
the First Lien Lenders, each Lender Hedge Provider, 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. 
 “Lender Hedge Provider”
means with respect to any Swap Contract of a Borrower, any Person party thereto that was a First Lien Lender or an Affiliate of a First Lien Lender at the time such Swap Contract was entered into. 

“Lender Hedging Agreement” means (i) a Swap Contract between a Borrower and a Lender Hedge Provider
and (ii) an Approved Hedge Counterparty Swap Contract. 
 “Obligations” means the First
Lien Obligations. 
 “Obligor” means PostRock Energy Corporation, each Borrower and each direct
or indirect Affiliate or shareholder (or equivalent) of a Borrower or any of its Affiliates (other than Constellation Energy Partners Management, LLC, a Delaware limited liability company, and all of its subsidiaries) that is now or hereafter
becomes a party to any Security Document. 
 “PV9” means the present worth of future net income,
discounted to present value at the simple interest rate of nine percent (9%) per year. 

“Second Amendment” means that Second Amendment to Amended and Restated Intercreditor Agreement dated the
Amendment Effective Date among Royal Bank of Canada, in its capacity as resigning administrative agent and resigning collateral agent for the First Lien Lenders, Citibank, N.A., in its capacity as successor administrative agent and successor
collateral agent for the First Lien Lenders, Royal Bank of Canada, in its capacity as resigning collateral agent for the Secured Parties, Citibank, N.A., in its capacity as successor collateral agent for the Secured Parties, each First Lien Lender,
PESC, PMP, PostRock Energy Corporation, STP Newco, Inc., PostRock Eastern Production, LLC, PostRock Holdco, LLC, and BP Energy Company. 
 “Secured Parties” means the First Lien Secured Parties. 
 “Security Documents” means the guaranties, deeds of trust, mortgages, security agreements, pledge agreements, and related financing statements listed on Annex 1, as each may be amended,
restated, supplemented or modified in accordance with its terms. 
 “Third Amended and Restated Credit
Agreement” has the meaning given that term in Recital J. 
 1.5 The words “First Lien Lender Affiliate” and
the words “First Lien Lender Affiliates” in Section 4.03(a)(3) are hereby deleted and the words “Lender Hedge Provider” and “Lender Hedge Providers”, respectively, are substituted therefor. 

1.6 The proviso in Section 4.06 of the Intercreditor Agreement is hereby deleted and the following is substituted therefor:


  

					
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 Agency Agreement


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 “provided, however, no Lender Hedge Provider or 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 Lender Hedge Provider or Approved Hedge
Counterparty, as applicable, to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the applicable Lender Hedging Agreement or Approved Hedge Counterparty Swap Contract) or to secure any hedge
transaction(s) between an Obligor and Lender Hedge Provider or Approved Hedge Counterparty, as applicable, that exceeds the limitations on Swap Contracts specified in the First Lien Credit Agreement (“Exempt LC”).” 

1.7 Section 4.07 of the Intercreditor Agreement is hereby deleted and the following is substituted therefor: 

“(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 and the Hedging 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 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 PV9 of the Borrowing Base Oil and Gas Properties (based on the most recent Reserve Report).” 

1.8 The second sentence of Section 9.05 of the Intercreditor Agreement is hereby deleted and the following is substituted therefor:

 “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 covenant and agree with each First Lien Secured Party that all Swap Contracts relating to oil and gas cover monthly notional volumes that do not exceed ninety percent (90%) of an Obligor’s forecasted oil and gas production for the
next five years from the Amendment Effective Date for each of such Obligor’s crude oil and natural gas properties calculated separately, from proved developed producing reserves (such amount 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).” 
 1.9 The first sentence of Section 10.01 of the Intercreditor Agreement is hereby deleted and the following is substituted therefor: 

“Commencing with the Amendment Effective Date, First Lien Agent, on behalf of First Lien Secured Parties and each
Approved Hedge Counterparty hereby designate and appoint Citibank, N.A., to act as successor 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 

  

					
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Collateral Agent’s own name, from time to time, and hereby empower the Collateral Agent to take actions with respect to the enforcement of any Liens granted thereunder and the collection of
proceeds following the disposition of any Collateral. First Lien Agent, on behalf of First Lien Secured Parties and 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.” 
 1.10 The second sentence of Section 10.06 of the Intercreditor
Agreement is hereby deleted and the following is substituted therefor: 
 “As used in this
Section 10.06, “pro rata share” means for each First Lien Lender (or Lender Hedge Provider, 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 First Lien Obligations owed to such First Lien Lender (or Lender Hedge Provider, in the case of Lender Hedging Agreements or an Approved Hedge Counterparty, in the case of an
Approved Hedge Counterparty Swap Contract) bears to the total outstanding amount of First Lien Obligations.” 
 1.10 Annex
1 (Security Documents), Annex 2 (Form of Supplemental amended and Restated Intercreditor and Collateral Agency Agreement) and Annex 3 (Form of Joinder to Amended and Restated Intercreditor and Collateral Agency Agreement) to the Intercreditor
Agreement are hereby amended in their entirety by Annex 1, Annex 2 and Annex 3, respectively, attached to this Amendment. Any references in the Intercreditor Agreement to Annex 1, Annex 2 or Annex 3 shall be deemed to refer to Annex 1, Annex 2 or
Annex 3, respectively, attached to this Amendment from and after the Amendment Effective Date. 
 ARTICLE II 

RESIGNATION AND APPOINTMENT OF COLLATERAL AGENT 
 2.1 Pursuant to and in accordance with Section 10.09(a) of the Intercreditor Agreement, effective upon the Amendment Effective Date, (i) Royal Bank of Canada resigns as Collateral Agent under
the Intercreditor Agreement and Security Documents, (ii) the Borrowers and the Secured Parties waive the requirement of 30 days’ prior notice of such resignation, (iii) Citibank, N.A., as First Lien Agent effective upon the Amendment
Effective Date, hereby appoints Citibank, N.A. as Collateral Agent, (iv) the Borrowers and Secured Parties consent to the appointment of Citibank, N.A. as Collateral Agent under the Intercreditor Agreement and the Security Documents, and
(v) Citibank, N.A. accepts its appointment as Collateral Agent, and Royal Bank of Canada is relieved of all duties and obligations as Collateral Agent. 
 ARTICLE III 
 MISCELLANEOUS PROVISIONS 

3.1 The parties hereto represent and warrant that they have all requisite power to, and have been duly authorized to, enter into this
Amendment. 
 3.2 This Amendment 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. 

  

					
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 3.3 Any provision of this Amendment 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. 
 3.4 This
Amendment 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 Amendment 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 Amendment. This Amendment 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. 
 3.5 The Intercreditor Agreement, as
amended by this Amendment, 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. 

[Remainder of Page Intentionally Left Blank.] 

  

					
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment
Effective Date. 
  

					
	FIRST LIEN AGENT:	 	CITIBANK, N.A., as First Lien Agent for and on behalf of the First Lien Secured Parties
			
		 	By:	 	 /s/ Ryan Watson

		 		 	Ryan Watson
		 		 	Senior Vice President
		
		 	Address for Notices:
		
		 	Citibank, N.A.
		 	2001 Ross Avenue, Suite 4300
		 	Dallas, Texas 75201
		 	Attn: Ryan Watson
		 	Facsimile: (405) 702-7756
		
	COLLATERAL AGENT:	 	CITIBANK, N.A., as Collateral Agent
			
		 	By:	 	 /s/ Ryan Watson

		 		 	Ryan Watson
		 		 	Senior Vice President
		
		 	Address for Notices:
		
		 	Citibank, N.A.
		 	2001 Ross Avenue, Suite 4300
		 	Dallas, Texas 75201
		 	Attn: Ryan Watson
		 	Facsimile: (405) 702-7756
		
	APPROVED HEDGE COUNTERPARTY:	 	 BP ENERGY COMPANY,

as an Approved Hedge Counterparty

			
		 	By:	 	 Steve J. Provenzano

		 		 	Name: Steve J. Provenzano
		 		 	Title: Vice President
		
		 	Address:
		
		 	201 Helios Way
		 	Houston, Texas 77079
		 	Telecopier No.: 713-323-0203
		 	Telephone No.: 713-323-2000
		 	Attn: Contract Services


  

					
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Signature Page 1 









					
	RESIGNING FIRST LIEN AGENT:	 	ROYAL BANK OF CANADA, as resigning First Lien 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
		
	RESIGNING COLLATERAL AGENT:	 	ROYAL BANK OF CANADA, as resigning Collateral Agent
			
		 	By:	 	 /s/ Susan Khokher

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


  

					
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 The undersigned First Lien Lenders hereby acknowledging receiving this Amendment to the Intercreditor
Agreement and a copy of the Intercreditor Agreement and hereby agree and consent to the terms and provisions thereof. 
  

					
	FIRST LIEN LENDER:	 	CITIBANK, N.A.
			
		 	By:	 	 /s/ Ryan Watson.

		 		 	Ryan Watson
		 		 	Senior Vice President

 The undersigned First Lien Lenders hereby acknowledging receiving this Amendment to the Intercreditor Agreement and a
copy of the Intercreditor Agreement and hereby agree and consent to the terms and provisions thereof. 
  

					
	FIRST LIEN LENDER:	 	CADENCE BANK, N.A.
			
		 	By:	 	 /s/ Eric Broussard.

		 	Name: Eric Broussard
		 	Title: Senior Vice President

 The undersigned First Lien Lenders hereby acknowledging receiving this Amendment to the Intercreditor Agreement and a
copy of the Intercreditor Agreement and hereby agree and consent to the terms and provisions thereof. 
  

					
	FIRST LIEN LENDER:	 	COMPASS BANK
			
		 	By:	 	 /s/ Kathleen J. Bowen.

		 	Name: Kathleen J. Bowen
		 	Title: Senior Vice President

 The undersigned First Lien Lenders hereby acknowledging receiving this Amendment to the Intercreditor Agreement and a
copy of the Intercreditor Agreement and hereby agree and consent to the terms and provisions thereof. 
  

					
	FIRST LIEN LENDER:	 	ONEWEST BANK, FSB
			
		 	By:	 	 /s/ Sean Murphy.

		 	Name: Sean Murphy
		 	Title: Executive Vice President


  

					
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Signature Page 3 








 The undersigned First Lien Lenders hereby acknowledging receiving this Amendment to the Intercreditor
Agreement and a copy of the Intercreditor Agreement and hereby agree and consent to the terms and provisions thereof. 
  

					
	FIRST LIEN LENDER:	 	TEXAS CAPITAL BANK, N.A.
			
		 	By:	 	 /s/ Grant W. Leigh.

		 	Name: Grant W. Leigh
		 	Title: Vice President

 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. 
  

  

					
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 Agency Agreement



Signature Page 4 








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

1. It shall be bound by all of the terms and provisions of the Intercreditor Agreement as amended by this Amendment. 

2. It acknowledges and agrees that the terms of the Intercreditor Agreement, as amended by this Amendment, 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 OF THE INTERCREDITOR
AGREEMENT SHALL APPLY TO ALL MATTERS UNDER THE INTERCREDITOR AGREEMENT AS
AMENDED BY THIS AMENDMENT 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 of the Intercreditor Agreement, the terms and provisions
of the Intercreditor Agreement, as amended by this Amendment, shall inure solely to the benefit of the Secured Parties and their respective successors and assigns and the terms and provisions of the Intercreditor Agreement, as amended by this
Amendment shall not inure to the benefit of nor be enforceable by any Obligor. The Intercreditor Agreement, as amended by this Amendment, may be amended as provided therein without the necessity of any Obligor joining in any such amendment, except
as provided therein; 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 to this Amendment. 

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 J. Klvac

		 	David J. Klvac, Chief Financial Officer and
		 	Chief Accounting Officer



  

					
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Signature Page 5 









							
		 	 POSTROCK MIDCONTINENT PRODUCTION, LLC,
 as a Borrower,

			
		 	 By:
	 	 POSTROCK ENERGY SERVICES CORPORATION,
 Its sole member

				
		 		 	By:	 	 /s/ David J. Klvac

		 		 		 	 David J. Klvac, Chief Financial Officer and
 Chief Accounting Officer

		
		 	 POSTROCK ENERGY CORPORATION,
 as an Obligor

			
		 	By:	 	 /s/ David J. Klvac

		 		 	David J. Klvac, Executive Vice President,
		 		 	 Chief Financial Officer and
 Chief Accounting Officer

		
		 	 STP NEWCO, INC.,

as an Obligor

			
		 	By:	 	 /s/ David J. Klvac

		 		 	David J. Klvac
		 		 	Chief Financial Officer
		
		 	 POSTROCK EASTERN PRODUCTION, LLC,
 as an Obligor,

			
		 	By:	 	POSTROCK ENERGY SERVICES
		 		 	CORPORATION,
		 		 	Its sole member
				
		 		 	By:	 	 /s/ David J. Klvac

		 		 		 	David J. Klvac
		 		 		 	Chief Financial Officer and Chief Accounting Officer


  

					
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 Intercreditor and Collateral
 Agency Agreement



Signature Page 6 









							
		 	 POSTROCK HOLDCO, LLC,
 as an Obligor,

			
		 	 By:
	 	 POSTROCK ENERGY SERVICES
 CORPORATION,
 Its sole member

				
		 		 	By:	 	 /s/ David J. Klvac

		 		 		 	 David J. Klvac
 Chief
Financial Officer and Chief Accounting Officer

		
		 	 Address for Notices:
  

c/o PostRock Energy Corporation
 210 Park Avenue,
Suite 2750
 Oklahoma City, OK 73102

Attn: Chief Executive Officer



  

					
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 Intercreditor and Collateral

Agency Agreement










 ANNEX 1 
 Security Documents 
 SECURITY DOCUMENTS DATED EFFECTIVE DECEMBER 20, 2012: 

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


  

					
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	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 Guggenheim Corporate Funding, LLC, as Collateral Agent for Secured Parties, as Mortgagee, recorded in Wilson County, KS 


  

					
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	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 collateral agent, filed in Butler County, Kansas. 


  

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



  

					
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	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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	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


 Guaranties 
  

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


 

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


 

	75.	Guaranty dated effective July 31, 2011, by PostRock Eastern Production, LLC 


 

	76.	Guaranty dated effective September 27, 2012, by PostRock Holdco, LLC 

 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 


 

	81.	Assumption Agreement dated July 31, 2011 – PostRock Eastern Production, LLC 


 

	82.	First Amendment to Amended and Restated Pledge and Security Agreement dated July 31, 2011 – PostRock Eastern Production, LLC 


 

	83.	Assumption Agreement dated September 27, 2012 – PostRock Holdco, LLC 


  

					
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	84.	Third Amendment to Amended and Restated Pledge and Security Agreement dated September 27, 2012 – PostRock Holdco, LLC 


Amended and Restated Mortgages or Mortgage Amendments 
  

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


 

	 	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 

  

	86.	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 

  

	87.	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 

  

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


 

	 	a.	Craig County, OK 

  

	 	b.	Nowata County, OK 


  

					
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 UCC-1 Financing Statement Filings 

 

	89.	POSTROCK ENERGY SERVICES CORPORATION 

  

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

  

	90.	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 


 

	91.	STP NEWCO, INC. 

  

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

  

	92.	POSTROCK EASTERN PRODUCTION, LLC. 

  

	 	a.	UCC-1 filed with the Delaware Secretary of State 

  

	93.	POSTROCK ENERGY CORPORATION. 

  

	 	a.	UCC-1 filed with the Delaware Secretary of State 

  

	94.	POSTROCK HOLDCO, LLC. 

  

	 	a.	UCC-1 filed with the Kansas Secretary of State 10/13/12 

 West Virginia Mortgages 
  

	95.	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.	Cabell WV 

  

	 	b.	Calhoun WV 

  

	 	c.	Doddridge WV 

  

	 	d.	Gilmer WV 

  

	 	e.	Kanawha WV 

  

	 	f.	Lincoln WV 

  

	 	g.	Monongalia WV 

  

	 	h.	Pleasants WV 

  

	 	i.	Putnam 

  

	 	j.	Ritchie WV 

  

	 	k.	Woods WV 


  

					
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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, Citibank, N.A., 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 (as amended, 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. 

  

					
		 		 	 Amended and Restated
 Intercreditor and Collateral
 Agency Agreement



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 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 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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 Intercreditor and Collateral
 Agency Agreement



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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:


 : 

  

					
		 		 	 Amended and Restated
 Intercreditor and Collateral
 Agency Agreement



Annex 2 – Page 3 








 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, Citibank, N.A., 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 (as amended, 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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 Intercreditor and Collateral
 Agency Agreement



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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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 Intercreditor and Collateral
 Agency Agreement



Annex 3 – Page 2 








 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:	 	CITIBANK, N.A.,
		 	as Collateral Agent
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:


  

					
		 		 	 Amended and Restated
 Intercreditor and Collateral
 Agency Agreement



Annex 3 – Page 3