Loan Transfer Agreement among PostRock Entities and Royal Bank of Canada, Dated September 21, 2010
This agreement, dated September 21, 2010, is between several PostRock entities and the Royal Bank of Canada (RBC), acting as administrative and collateral agent. It documents the transfer of certain loan obligations and rights under a previously established credit agreement, including the assignment of debt and related security interests. The agreement outlines the history of the loans, the parties’ roles, and the transfer of commitments and collateral. The main purpose is to formalize the transfer and ensure all parties recognize the updated obligations and security arrangements.
Transfer Agreement
Transfer Agreement
Page 2
(b) Comerica Bank $25,274,956.27;
(c) Compass Bank, successor in interest to Guaranty Bank, fsb $14,008,523.69;
(d) SunTrust Bank $14,008,523.69;
(e) U.S. Bank National Association $27,799,193.47;
(f) Bank of Oklahoma, N.A. $11,555,677.60;
(g) BNP Paribas, successor in interest to Fortis Capital Corp. $10,655,677.59;
Transfer Agreement
Page 3
Transfer Agreement
Page 4
Transfer Agreement
Page 5
PESC: | POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation, successor by merger to PostRock Midstream, LLC, the successor by merger to Quest Midstream Partners, L.P., a co-borrower | |||||
By: | /s/ David C. Lawler | |||||
David C. Lawler, | ||||||
President and Chief Executive Officer | ||||||
PMP: | POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company, f/k/a Bluestem Pipeline, LLC | |||||
By: | POSTROCK ENERGY SERVICES CORPORATION, its sole member | |||||
By: | /s/ David C. Lawler | |||||
David C. Lawler, | ||||||
President and Chief Executive Officer | ||||||
GUARANTOR: | POSTROCK KPC PIPELINE, LLC, a Delaware limited liability company, successor by conversion to Quest Pipelines (KPC) and successor by merger to Quest Kansas Pipeline, L.L.C. and Quest Kansas General Partner, L.L.C. | |||||
By: | POSTROCK ENERGY SERVICES CORPORATION, its sole member | |||||
By: | /s/ David C. Lawler | |||||
David C. Lawler, | ||||||
President and Chief Executive Officer |
Transfer Agreement
Signature Page 1
MIDSTREAM AGENT: | ROYAL BANK OF CANADA, As Administrative Agent and Collateral Agent | |||||
By: | /s/ Susan Khokher | |||||
Name: | ||||||
Title: | ||||||
Transfer Agreement
Signature Page 2
MIDSTREAM LENDER: | ROYAL BANK OF CANADA | ||||||
By: | /s/ Leslie P. Vowell | ||||||
Attorney-in-Fact |
Transfer Agreement
Signature Page 3
MIDSTREAM LENDER: | COMERICA BANK | |||||
By: | /s/ James A. Morgan | |||||
Name: | ||||||
Title: | ||||||
Transfer Agreement
Signature Page 4
MIDSTREAM LENDER: | U.S. BANK NATIONAL ASSOCIATION | |||||
By: | /s/ Saqib Khawaja | . | ||||
Name: | Saqib Khawaja | |||||
Title: | Vice President |
Transfer Agreement
Signature Page 5
MIDSTREAM LENDER: | COMPASS BANK, successor in interest to GUARANTY BANK, fsb | ||||||
By: | /s/ John W. Wood | . | |||||
Name: | John W. Wood | ||||||
Title: | Vice President |
Transfer Agreement
Signature Page 6
MIDSTREAM LENDER: | SUNTRUST BANK | |||||
By: | /s/ Janet R. Naifeh | . | ||||
Name: | Janet R. Naifeh | |||||
Title: | Senior Vice President |
Transfer Agreement
Signature Page 7
MIDSTREAM LENDER: | BANK OF OKLAHOMA, N.A. | |||||
By: | /s/ Timothy F. Sheehan | |||||
Name: | Timothy F. Sheehan | |||||
Title: | Senior Vice President |
Transfer Agreement
Signature Page 8
MIDSTREAM LENDER: | BNP PARIBAS, successor in interest to FORTIS CAPITAL CORP. | |||||
By: | /s/ Larry Robinson | |||||
Name: | Larry Robinson | |||||
Title: | Director | |||||
By: | /s/ Betsy Jocher | |||||
Name: | Betsy Jocher | |||||
Title: | Director |
Transfer Agreement
Signature Page 9
BORROWING BASE FACILITY AGENT: | ROYAL BANK OF CANADA, As Administrative Agent and Collateral Agent for the New Lenders | |||||
By: | /s/ Susan Khokher | |||||
Name: | Susan Khokher | |||||
Title: | Manager, Agency |
Transfer Agreement
Signature Page 10
1. | $25,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of Royal Bank of Canada; | |
2. | $20,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of Comerica Bank; | |
3. | $20,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of Guaranty Bank; | |
4. | $20,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of SunTrust Bank; | |
5. | $20,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of U.S. Bank National Association; | |
6. | $15,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of Bank of Oklahoma; and | |
7. | $15,000,000.00 Promissory Note dated November 19, 2007 executed by Quest Midstream Partners, L.P. and Bluestem Pipeline, LLC, payable to the order of Fortis Capital Corp. |
Transfer Agreement
Exhibit A-1
1. | 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 on February 12, 2007, in Book A83, Pages 930-993; as amended and restated by a 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 on November 21, 2007, as Document No. 2007-0856; | ||
2. | 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 on February 7, 2007, in Book 2007, Page 4932; as amended and restated by a 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 on November 16, 2007, in Book 2008, Page 5645; | ||
3. | 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 on February 2, 2007 in Book 135 of Records, Page 687; as amended and restated by a 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 Chautauqua County, Kansas on November 16, 2007, in Book 139, Page 018; | ||
4. | 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 on February 2, 2007 in Book 786, Page 236; as amended and restated by a 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 on November 16, 2007, in Book 805, Pages 1-192; | ||
5. | 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 on February 2, 2007 in Book 116 of Mortgages, Page 337; as amended and restated by a 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 |
Transfer Agreement
Exhibit B Page 1
Bank of Canada, administrative agent and collateral agent, filed in Elk County, Kansas on November 16, 2007, in Book 117, Page 433; | |||
6. | 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 on February 2, 2007 in Book 293 of Mortgage, Page 53; as amended and restated by a 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 on November 19, 2007, in Book 298, Pages 15-265; | ||
7. | 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 on February 2, 2007 in Book 374, Page 29; as amended and restated by a 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 on November 20, 2007, in Book 384, Page 57; | ||
8. | 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 on February 7, 2007 in Book 563, Page 730; as amended and restated by a 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 on November 19, 2007, in Book 571, Page 451; | ||
9. | 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 on February 2, 2007 under File No. 4321, in Book 382, Pages346-411; as amended and restated by a 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 on November 16, 2007, in Book 398, Pages 386-584; | ||
10. | 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 on February 2, 2007 in Book 307, Page 224; as amended and restated by a 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 on November 19, 2007, in Book 317, Page 281; and | ||
11. | Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated January 31, 2007 from Bluestem Pipeline, LLC to Royal Bank of Canada, administrative agent |
Transfer Agreement
Exhibit B Page 2
and collateral agent, filed in Woodson County, Kansas on February 7, 2007 under File No. 9708299, in Book M101, Pages 535-605; as amended and restated by a 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 on November 14, 2007, as Document No.  ###-###-#### and recorded in Mortgage Book M103, Pages 418-616. |
1. | 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 on February 8, 2007 in Book 0561, Page 753; as amended and restated by a 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 on November 19, 2007, in Book 0572, Pages 0001-0220; and | ||
2. | 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 on February 20, 2007 in Book 0748, Page 0824-0876; as amended and restated by a 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 on November 27, 2007, in Book 0756, Pages 0206-0427. |
1. | 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 Anderson County, Kansas on November 19, 2007, in Book 229, Page 35; | ||
2. | 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 Barber County, Kansas on November 26, 2007, in Book 185, Page 490; | ||
3. | 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 on November 16, 2007, in Book 2008, Page 5645; |
Transfer Agreement
Exhibit B Page 3
4. | 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 Chase County, Kansas on November 16, 2007, in Book L-163, Pages 1-182; | ||
5. | 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 Coffey County, Kansas on November 16, 2007, in Book 232, Pages 487-714; | ||
6. | 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 Comanche County, Kansas on November 26, 2007, in Book 87, Page 827; | ||
7. | 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 on November 16, 2007, in Book 805, Pages 1-192; | ||
8. | 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 on November 16, 2007, in Book 117, Page 433; | ||
9. | 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 Franklin County, Kansas on November 19, 2007, in Book 455, Page 132; | ||
10. | 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 on November 19, 2007, in Book 298, Pages 15-265; | ||
11. | 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 Harper County, Kansas on November 19, 2007, in Book 133, Page 649; | ||
12. | 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 Johnson County, Kansas on November 16, 2007, in Book 200711, Page 004054; |
Transfer Agreement
Exhibit B Page 4
13. | 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 Kingman County, Kansas on November 26, 2007, in Book 273, Page 98; | ||
14. | 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 Lyon County, Kansas on November 20, 2007, in Volume 423, Page 771; | ||
15. | 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 Marion County, Kansas on November 30, 2007, in Book 417, Page 3; | ||
16. | 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 McPherson County, Kansas on November 19, 2007, in Book 643, Pages 6968-7169; | ||
17. | 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 Miami County, Kansas on November 15, 2007, as Document No. 2007-07281; | ||
18. | 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 Rice County, Kansas on November 19, 2007, in Book 282, Page 921; | ||
19. | 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 Sedgwick County, Kansas on November 16, 2007, as Document No. 28932620; and | ||
20. | 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 Wyandotte County, Kansas on November 20, 2007, in Book 5460, Pages 548-822. |
1. | 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 |
Transfer Agreement
Exhibit B Page 5
collateral agent, filed in Harper County, Oklahoma on November 20, 2007, in Book 0631, Pages 223-470; |
2. | 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 Osage County, Oklahoma on November 19, 2007, in Book 1333, Pages 0222-0464; | ||
3. | 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 Pawnee County, Oklahoma on November 20, 2007, in Book 0636, Pages 0104-0332; and | ||
4. | 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 Woods County, Oklahoma on November 13, 2007, in Book 1036, Pages 0001-0242. |
1. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent and collateral agent, filed in Cass County, Missouri on November 29, 2007, as Document No. 400829, recorded in Book 03066, Page 0098; | ||
2. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent and collateral agent, filed in Jackson County, Missouri on November 9, 2007, as Document No. 2007E0145085; and | ||
3. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent and collateral agent, filed in Platte County, Missouri on November 9, 2007, as Document No. 017422, recorded in Book 1113, Page 0478. |
Transfer Agreement
Exhibit B Page 6
| Midstream Credit Agreement | |
| Bluestem Cherokee Basin Mortgages described in Part A of Exhibit B | |
| Guaranty dated as of February 21, 2008 by Quest Transmission Company, LLC, in favor of Royal Bank of Canada, as administrative agent and collateral agent; | |
| Pledge and Security Agreement dated as of November 1, 2007 by Quest Midstream Partners, L.P. in favor of Royal Bank of Canada, as administrative agent and collateral agent; | |
| Pledge and Security Agreement dated as of November 1, 2007 by Bluestem Pipeline, LLC in favor of Royal Bank of Canada, as administrative agent and collateral agent; | |
| Pledge and Security Agreement dated as of February 21, 2008 by Quest Transmission Company, LLC in favor of Royal Bank of Canada, as administrative agent and collateral agent; | |
| Blocked Account Control Agreement dated as of January 31, 2007 among JPMorgan Chase Bank, N.A., Bluestem Pipeline, LLC and Royal Bank of Canada, as administrative agent and collateral agent; | |
| Deposit Account Control Agreement dated as of January 31, 2007 among Bank of Oklahoma, N.A., Quest Midstream Partners, L.P. and Royal Bank of Canada, as administrative agent and collateral agent; |
Transfer Agreement
Exhibit C
Royal Bank of Canada | ||
Principal (excluding Retained Debt) | $ 4,259,462.63 | |
Comerica Bank | ||
Principal | $ 15,407,570.10 | |
Compass Bank, successor in interest to Guaranty Bank | ||
Principal | $ 15,407,570.10 | |
SunTrust Bank | ||
Principal | $ 15,407,570.10 | |
U.S. Bank, National Association | ||
Principal | $ 15,407,570.10 | |
Bank of Oklahoma | ||
Principal | $ 11,555,677.57 | |
BNP PARIBAS, successor in interest to Fortis Capital Corp. | ||
Principal | $ 11,555,677.57 | |
Total for all Midstream Lenders | ||
Principal | $ 89,001,098.16 [after deducting $ 14,727,092.87 prepayment] |
Transfer Agreement
Exhibit D Page 1
By: | [Name of Midstream Lender] |
Transfer Agreement
Exhibit E
Exhibit F Page 1
Exhibit F Page 2
Signature Pages Follow]
Exhibit F Page 3
ASSIGNOR: ROYAL BANK OF CANADA as Administrative Agent and Collateral Agent | ||||
By: | ||||
Leslie P. Vowell | ||||
Attorney-in-Fact | ||||
STATE OF TEXAS | § | |
§ | ||
COUNTY OF HARRIS | § |
Kansas | BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this ____ day of September, 2010, there personally appeared before me and known to me (or satisfactorily proven) to be the person described in the foregoing instrument: Leslie P. Vowell, as Attorney-in-Fact for Royal Bank of Canada, a Canadian chartered bank, known to me to be such person, such bank being a party to the foregoing instrument. | |||
KANSAS | The foregoing instrument was acknowledged before me on this day by Leslie P. Vowell, as Attorney-in-Fact for Royal Bank of Canada, a Canadian chartered bank, on behalf of said bank. | |||
Missouri | On this ____ day of September, 2010, before me personally appeared Leslie P. Vowell, to me known, who being by me duly sworn, did say that he is the Attorney-in-Fact for Royal Bank of Canada, a Canadian chartered bank, said bank has no corporate seal, that said instrument was signed on behalf of said bank by authority of its Board of Directors, and acknowledged said instrument to be the free act and deed of said bank.. | |||
Oklahoma | This instrument was acknowledged before me on this ____ day of September, 2010, by Leslie P. Vowell, as Attorney-in-Fact for Royal Bank of Canada, a Canadian chartered bank, on behalf of said bank. | |||
IN TESTIMONY AND WITNESS WHEREOF, I have hereunto set my hand and official seal on the day and year first above written. | ||||
| ||||
NOTARY PUBLIC, State of TEXAS | ||||
My commission expires: | ||||
[SEAL] |
Exhibit F Page 4
1. | 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 Anderson County, Kansas on November 19, 2007, in Book 229, Page 35; | ||
2. | 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 on February 12, 2007, in Book A83, Pages 930-993; as amended and restated by a 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 on November 21, 2007, as Document No. 2007-0856; | ||
3. | 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 Barber County, Kansas on November 26, 2007, in Book 185, Page 490; | ||
4. | 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 on February 7, 2007, in Book 2007, Page 4932; as amended and restated by a 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 on November 16, 2007, in Book 2008, Page 5645; | ||
5. | 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 Chase County, Kansas on November 16, 2007, in Book L-163, Pages 1-182; | ||
6. | 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 on February 2, 2007 in Book 135 of Records, Page 687; as amended and restated by a 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 Chautauqua County, Kansas on November 16, 2007, in Book 139, Page 018; | ||
7. | 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 |
Exhibit F Page 5
collateral agent, filed in Coffey County, Kansas on November 16, 2007, in Book 232, Pages 487-714; | |||
8. | 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 Comanche County, Kansas on November 26, 2007, in Book 87, Page 827; | ||
9. | 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 on February 2, 2007 in Book 786, Page 236; as amended and restated by a 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 on November 16, 2007, in Book 805, Pages 1-192; | ||
10. | 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 on February 2, 2007 in Book 116 of Mortgages, Page 337; as amended and restated by a 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 on November 16, 2007, in Book 117, Page 433; | ||
11. | 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 Franklin County, Kansas on November 19, 2007, in Book 455, Page 132; | ||
12. | 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 on February 2, 2007 in Book 293 of Mortgage, Page 53; as amended and restated by a 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 on November 19, 2007, in Book 298, Pages 15-265; | ||
13. | 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 Harper County, Kansas on November 19, 2007, in Book 133, Page 649; | ||
14. | 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 Johnson County, Kansas on November 16, 2007, in Book 200711, Page 004054; |
Exhibit F Page 6
15. | 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 Kingman County, Kansas on November 26, 2007, in Book 273, Page 98; | ||
16. | 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 on February 2, 2007 in Book 374, Page 29; as amended and restated by a 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 on November 20, 2007, in Book 384, Page 57; | ||
17. | 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 Lyon County, Kansas on November 20, 2007, in Volume 423, Page 771; | ||
18. | 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 Marion County, Kansas on November 30, 2007, in Book 417, Page 3; | ||
19. | 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 McPherson County, Kansas on November 19, 2007, in Book 643, Pages 6968-7169; | ||
20. | 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 Miami County, Kansas on November 15, 2007, as Document No. 2007-07281; | ||
21. | 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 on February 7, 2007 in Book 563, Page 730; as amended and restated by a 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 on November 19, 2007, in Book 571, Page 451; | ||
22. | 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 on February 2, 2007 under File No. 4321, in Book 382, Pages346-411; as amended and restated by a 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), |
Exhibit F Page 7
to Royal Bank of Canada, administrative agent and collateral agent, filed in Neosho County, Kansas on November 16, 2007, in Book 398, Pages 386-584; | |||
23. | 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 Rice County, Kansas on November 19, 2007, in Book 282, Page 921; | ||
24. | 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 Sedgwick County, Kansas on November 16, 2007, as Document No. 28932620; | ||
25. | 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 on February 2, 2007 in Book 307, Page 224; as amended and restated by a 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 on November 19, 2007, in Book 317, Page 281; | ||
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 Woodson County, Kansas on February 7, 2007 under File No.  ###-###-####, in Book M101, Pages 535-605; as amended and restated by a 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 on November 14, 2007, as Document No.  ###-###-#### and recorded in Mortgage Book M103, Pages 418-616; and | ||
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 Wyandotte County, Kansas on November 20, 2007, in Book 5460, Pages 548-822. |
1. | 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 on February 8, 2007 in Book 0561, Page 753; as amended and restated by a 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 on November 19, 2007, in Book 0572, Pages 0001-0220; |
Exhibit F Page 8
2. | 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 Harper County, Oklahoma on November 20, 2007, in Book 0631, Pages 223-470; | ||
3. | 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 on February 20, 2007 in Book 0748, Page 0824-0876; as amended and restated by a 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 on November 27, 2007, in Book 0756, Pages 0206-0427; | ||
4. | 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 Osage County, Oklahoma on November 19, 2007, in Book 1333, Pages 0222-0464; | ||
5. | 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 Pawnee County, Oklahoma on November 20, 2007, in Book 0636, Pages 0104-0332; and | ||
6. | 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 Woods County, Oklahoma on November 13, 2007, in Book 1036, Pages 0001-0242. |
1. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent and collateral agent, filed in Cass County, Missouri on November 29, 2007, as Document No. 400829, recorded in Book 03066, Page 0098; | ||
2. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent and collateral agent, filed in Jackson County, Missouri on November 9, 2007, as Document No. 2007E0145085; and | ||
3. | Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated November 1, 2007 from Quest Pipelines (KPC), f/k/a Enbridge Pipelines (KPC), to SMF Registered Services, Inc., Trustee, for the benefit of Royal Bank of Canada, administrative agent |
Exhibit F Page 9
and collateral agent, filed in Platte County, Missouri on November 9, 2007, as Document No. 017422, recorded in Book 1113, Page 0478. |
Exhibit F Page 10