exv10w1



 





Exhibit 10.1




AMENDED AND RESTATED CREDIT AGREEMENT




Among




QUEST RESOURCE CORPORATION,

as the Initial Co-Borrower,




QUEST CHEROKEE, LLC,

as the Borrower,




QUEST ENERGY PARTNERS, L.P.,

as a Guarantor




ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent




and




The Lenders Party Hereto




$250,000,000




SENIOR CREDIT FACILITY




RBC CAPITAL MARKETS

As Lead Arranger and Sole Bookrunner




Dated as of November      , 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE I.	 	DEFINITIONS AND ACOUNTING TERMS	 	 	2	 
	 

	 	 	1.01	 	 	Defined Terms
	 	 	2	 
	 

	 	 	1.02	 	 	Other Interpretive Provisions
	 	 	22	 
	 

	 	 	1.03	 	 	Accounting Terms
	 	 	22	 
	 

	 	 	1.04	 	 	Rounding
	 	 	23	 
	 

	 	 	1.05	 	 	References to Agreements and Laws
	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE II.	 	THE REVOLVING COMMITMENTS AND BORROWINGS	 	 	23	 
	 

	 	 	2.01	 	 	Revolving Loans
	 	 	23	 
	 

	 	 	2.02	 	 	Borrowing Base
	 	 	23	 
	 

	 	 	2.03	 	 	Borrowings, Conversions and Continuations of Loans
	 	 	25	 
	 

	 	 	2.04	 	 	Prepayments
	 	 	27	 
	 

	 	 	2.05	 	 	Reduction or Termination of Revolving Commitments
	 	 	28	 
	 

	 	 	2.06	 	 	Repayment of Revolving Loans
	 	 	28	 
	 

	 	 	2.07	 	 	Interest
	 	 	28	 
	 

	 	 	2.08	 	 	Fees
	 	 	29	 
	 

	 	 	2.09	 	 	Computation of Interest and Fees
	 	 	30	 
	 

	 	 	2.10	 	 	Evidence of Debt
	 	 	30	 
	 

	 	 	2.11	 	 	Payments Generally
	 	 	30	 
	 

	 	 	2.12	 	 	Sharing of Payments
	 	 	33	 
	 

	 	 	2.13	 	 	Pari Passu Lien Securing Lender Hedging Obligations
	 	 	33	 
	 

	 	 	2.14	 	 	Letters of Credit
	 	 	33	 
	 

	 	 	2.15	 	 	Revolving Commitment Increase
	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE III	 	TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	41	 
	 

	 	 	3.01	 	 	Taxes
	 	 	41	 
	 

	 	 	3.02	 	 	Illegality
	 	 	43	 
	 

	 	 	3.03	 	 	Inability to Determine Rates
	 	 	43	 
	 

	 	 	3.04	 	 	Increased Cost and Reduced Return; Capital
Adequacy; Reserves on Eurodollar Rate Loans
	 	 	44	 
	 

	 	 	3.05	 	 	Compensation for Losses
	 	 	45	 
	 

	 	 	3.06	 	 	Matters Applicable to all Requests for Compensation
	 	 	45	 
	 

	 	 	3.07	 	 	Survival
	 	 	45	 
	 

	 	 	3.08	 	 	Mitigation Obligations
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IV.	 	CONDITIONS PRECEDENT TO CREDIT EXTENSION	 	 	46	 
	 

	 	 	4.01	 	 	Conditions Precedent to Initial Credit Extension
	 	 	46	 
	 

	 	 	4.02	 	 	Conditions to all Credit Extensions
	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE V	 	REPRESENTATIONS AND WARRANTIES.	 	 	50	 
	 

	 	 	5.01	 	 	Existence; Qualification and Power; Compliance
with Laws
	 	 	50	 
	 

	 	 	5.02	 	 	Authorization; No Contravention
	 	 	51	 
	 

	 	 	5.03	 	 	Governmental Authorization
	 	 	51	 
	 

	 	 	5.04	 	 	Binding Effect
	 	 	51	 






i 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 

	 	 	5.05	 	 	Financial Statements; No Material Adverse Effect
	 	 	51	 
	 

	 	 	5.06	 	 	Litigation
	 	 	52	 
	 

	 	 	5.07	 	 	No Default
	 	 	52	 
	 

	 	 	5.08	 	 	Title; Liens; Priority of Liens
	 	 	52	 
	 

	 	 	5.09	 	 	Environmental Compliance
	 	 	52	 
	 

	 	 	5.10	 	 	Insurance
	 	 	53	 
	 

	 	 	5.11	 	 	Taxes
	 	 	53	 
	 

	 	 	5.12	 	 	ERISA Compliance
	 	 	53	 
	 

	 	 	5.13	 	 	Subsidiaries and other Investments
	 	 	53	 
	 

	 	 	5.14	 	 	Margin Regulations; Investment Company Act; Use of Proceeds
	 	 	54	 
	 

	 	 	5.15	 	 	Disclosure; No Material Misstatements
	 	 	54	 
	 

	 	 	5.16	 	 	Location of Business and Offices
	 	 	54	 
	 

	 	 	5.17	 	 	Compliance with Laws
	 	 	54	 
	 

	 	 	5.18	 	 	Third Party Approvals
	 	 	54	 
	 

	 	 	5.19	 	 	Solvency
	 	 	55	 
	 

	 	 	5.20	 	 	Oil and Gas Leases
	 	 	55	 
	 

	 	 	5.21	 	 	Oil and Gas Contracts
	 	 	55	 
	 

	 	 	5.22	 	 	Producing Wells
	 	 	55	 
	 

	 	 	5.23	 	 	Purchasers of Production
	 	 	55	 
	 

	 	 	5.24	 	 	Swap Contracts
	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VI.	 	AFFIRMATIVE COVENANTS	 	 	56	 
	 

	 	 	6.01	 	 	Financial Statements
	 	 	56	 
	 

	 	 	6.02	 	 	Certificates; Other Information
	 	 	56	 
	 

	 	 	6.03	 	 	Notices
	 	 	57	 
	 

	 	 	6.04	 	 	Payment of Obligations
	 	 	58	 
	 

	 	 	6.05	 	 	Preservation of Existence, Etc.
	 	 	58	 
	 

	 	 	6.06	 	 	Maintenance of Assets and Business
	 	 	58	 
	 

	 	 	6.07	 	 	Maintenance of Insurance
	 	 	58	 
	 

	 	 	6.08	 	 	Compliance with Laws and Contractual Obligations
	 	 	59	 
	 

	 	 	6.09	 	 	Books and Records
	 	 	59	 
	 

	 	 	6.10	 	 	Inspection Rights
	 	 	59	 
	 

	 	 	6.11	 	 	Compliance with ERISA
	 	 	59	 
	 

	 	 	6.12	 	 	Use of Proceeds
	 	 	59	 
	 

	 	 	6.13	 	 	Material Agreements
	 	 	60	 
	 

	 	 	6.14	 	 	Guaranties
	 	 	60	 
	 

	 	 	6.15	 	 	Further Assurances; Additional Collateral; In Lieu Letters
	 	 	60	 
	 

	 	 	6.16	 	 	Title Defects
	 	 	61	 
	 

	 	 	6.17	 	 	Leases
	 	 	61	 
	 

	 	 	6.18	 	 	Operation of Borrowing Base Oil and Gas Properties
	 	 	62	 
	 

	 	 	6.19	 	 	Change of Purchasers of Production
	 	 	62	 
	 

	 	 	6.20	 	 	Fiscal Year
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VII	 	NEGATIVE COVENANTS	 	 	62	 
	 

	 	 	7.01	 	 	Liens
	 	 	62	 
	 

	 	 	7.02	 	 	Investments
	 	 	65	 
	 

	 	 	7.03	 	 	Hedging Agreements
	 	 	66	 
	 

	 	 	7.04	 	 	Indebtedness
	 	 	66	 






ii 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 

	 	 	7.05	 	 	Lease Obligations
	 	 	67	 
	 

	 	 	7.06	 	 	Fundamental Changes
	 	 	67	 
	 

	 	 	7.07	 	 	Dispositions
	 	 	68	 
	 

	 	 	7.08	 	 	Restricted Payments; Distributions and Redemptions
	 	 	68	 
	 

	 	 	7.09	 	 	ERISA
	 	 	69	 
	 

	 	 	7.10	 	 	Nature of Business; Capital Expenditures; Risk Management
	 	 	69	 
	 

	 	 	7.11	 	 	Transactions with Affiliates
	 	 	69	 
	 

	 	 	7.12	 	 	Burdensome Agreements
	 	 	69	 
	 

	 	 	7.13	 	 	Use of Proceeds
	 	 	69	 
	 

	 	 	7.14	 	 	Material Agreements
	 	 	69	 
	 

	 	 	7.15	 	 	Pooling or Unitization
	 	 	70	 
	 

	 	 	7.16	 	 	Financial Covenants
	 	 	70	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIII.	 	EVENTS OF DEFAULT AND REMEDIES	 	 	71	 
	 

	 	 	8.01	 	 	Events of Default
	 	 	71	 
	 

	 	 	8.02	 	 	Remedies Upon Event of Default
	 	 	73	 
	 

	 	 	8.03	 	 	Application of Funds
	 	 	74	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IX.	 	ADMINISTRATIVE AGENT	 	 	74	 
	 

	 	 	9.01	 	 	Appointment and Authorization of Agents; Lender Hedging Agreements
	 	 	74	 
	 

	 	 	9.02	 	 	Delegation of Duties
	 	 	75	 
	 

	 	 	9.03	 	 	Default; Collateral
	 	 	75	 
	 

	 	 	9.04	 	 	Liability of Agents
	 	 	77	 
	 

	 	 	9.05	 	 	Reliance by Administrative Agent
	 	 	77	 
	 

	 	 	9.06	 	 	Notice of Default
	 	 	78	 
	 

	 	 	9.07	 	 	Credit Decision; Disclosure of Information by Administrative Agent
	 	 	78	 
	 

	 	 	9.08	 	 	Indemnification of Agents
	 	 	78	 
	 

	 	 	9.09	 	 	Administrative Agent in its Individual Capacity
	 	 	79	 
	 

	 	 	9.10	 	 	Successor Administrative Agent and Collateral Agent
	 	 	79	 
	 

	 	 	9.11	 	 	Other Agents; Arranger
	 	 	80	 
	 

	 	 	9.12	 	 	Administrative Agent May File Proofs of Claim
	 	 	80	 
	 

	 	 	9.13	 	 	Hedging Agreements
	 	 	81	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE X	 	MISCELLANEOUS	 	 	81	 
	 

	 	 	10.01	 	 	Amendments, Release of Collateral,
Etc.
	 	 	81	 
	 

	 	 	10.02	 	 	Notices and Other Communications; Facsimile Copies
	 	 	83	 
	 

	 	 	10.03	 	 	No Waiver; Cumulative Remedies
	 	 	84	 
	 

	 	 	10.04	 	 	Attorney Costs; Expenses and Taxes
	 	 	84	 
	 

	 	 	10.05	 	 	Indemnification
	 	 	85	 
	 

	 	 	10.06	 	 	Payments Set Aside
	 	 	86	 
	 

	 	 	10.07	 	 	Successors and Assigns
	 	 	86	 
	 

	 	 	10.08	 	 	Confidentiality
	 	 	89	 
	 

	 	 	10.09	 	 	Set-off
	 	 	89	 
	 

	 	 	10.10	 	 	Interest Rate Limitation
	 	 	89	 
	 

	 	 	10.11	 	 	Counterparts
	 	 	90	 
	 

	 	 	10.12	 	 	Integration
	 	 	90	 
	 

	 	 	10.13	 	 	Survival of Representations and Warranties
	 	 	90	 
	 

	 	 	10.14	 	 	Severability
	 	 	90	 






iii 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 

	 	 	10.15	 	 	Replacement of Lenders
	 	 	90	 
	 

	 	 	10.16	 	 	Governing Law
	 	 	91	 
	 

	 	 	10.17	 	 	Waiver of Right to Trial by Jury,
Etc.
	 	 	92	 
	 

	 	 	10.18	 	 	No General Partner’s Liability
	 	 	92	 
	 

	 	 	10.19	 	 	Time of the Essence
	 	 	92	 
	 

	 	 	20.19	 	 	Release of Closing Date Released Parties
	 	 	93	 
	 

	 	 	10.21	 	 	Amendment and Restatement
	 	 	93	 
	 

	 	 	10.20	 	 	ENTIRE AGREEMENT
	 	 	93	 






iv 









 






SCHEDULES




	 	 	 
	2.01

	 	Revolving Commitments
	5.13

	 	Subsidiaries and Equity Investments
	5.21

	 	Take-or Pay and Gas Balancing Obligations
	5.23

	 	Purchasers of Production
	5.24

	 	Swap Contracts
	7.01

	 	Existing Liens
	7.04

	 	Indebtedness
	10.02

	 	Addresses for Notices to Borrower, Guarantors and Administrative Agent






EXHIBITS




	 	 	 
	Exhibit:	 	Form of:
	 
	A-1

	 	Borrowing Notice
	A-2

	 	Conversion/Continuation Notice
	A-3

	 	Repayment Notice
	B

	 	Revolving Note
	C

	 	Compliance Certificate pursuant to Section 6.02(a)
	D

	 	Assignment and Assumption







v 











 





AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November ___, 2007, among
QUEST RESOURCE CORPORATION, a Nevada corporation, (the “Initial Co-Borrower”), QUEST CHEROKEE, LLC,
a Delaware limited liability company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware
master limited partnership (the “MLP”), each lender from time to time party hereto (collectively,
the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and
Collateral Agent.



PRELIMINARY STATEMENTS




     (1) Initial Co-Borrower, Borrower, Guggenheim Corporate Funding, LLC, as administrative agent
and the other lenders party thereto entered into that certain Amended and Restated Senior Credit
Agreement dated February 7, 2006 (the “Prior First Lien Credit Agreement”).



     (2) Initial Co-Borrower, Borrower, Guggenheim Corporate Funding, LLC, as administrative agent
and the other lenders party thereto entered into that certain Amended and Restated Second Lien Term
Loan Agreement dated June 9, 2006 (the “Prior Second Lien Credit Agreement”).



     (3) Initial Co-Borrower, Borrower, Guggenheim Corporate Funding, LLC, as administrative agent
and the other lenders party thereto entered into that certain Third Lien Term Loan Agreement dated
June 9, 2006 (the “Prior Third Lien Credit Agreement”; the Prior First Lien Credit Agreement, the
Prior Second Lien Credit Agreement and the Prior Third Lien Credit Agreement collectively called
the “Prior Credit Agreements”).



     (4) Pursuant to assignments, the holders of the Indebtedness outstanding under the Prior
Credit Agreements have assigned such Indebtedness to the Lenders, together with all Liens securing
such Indebtedness.



     (5) The agents acting under the Prior Credit Agreements have resigned and are hereby replaced
by the Administrative Agent and any issuer of letters of credit under the Prior Credit Agreements
is hereby replaced by the L/C Issuer.



     (6) Initial Co-Borrower and Borrower agree promptly upon the effectiveness of the assignments
described in Preliminary Statement (4), to prepay the Outstanding Amount of Indebtedness under this
Agreement to an amount not to exceed $75,000,000 (the amount of such prepayment herein called the
"Closing Date Prepayment Amount”).



     (7) Administrative Agent and Lenders agree upon receipt of the Closing Date Prepayment Amount
and reduction of the Outstanding Amount of Indebtedness under this Agreement to an amount not to
exceed $75,000,000 to release and discharge from any liability associated with the Indebtedness
under this Agreement each of the Initial Co-Borrower and Quest Energy Service, LLC and Quest Oil &
Gas, LLC (collectively with the Co-borrower, the “Closing Date Released Parties”).



     (8) The Initial Co-Borrower, Borrower, Administrative Agent and Lenders have agreed to amend
and restate in their entirety the Prior First Lien Credit Agreement, the Prior Second Lien Credit
Agreement and the Prior Third Lien Credit Agreement on the terms and conditions set forth herein
and to renew, restructure and rearrange the Indebtedness outstanding under the Prior Credit
Agreements (but not to repay or payoff such Indebtedness).



					
	 	 	 	 	 
	 
	 	1
	 	Quest Cherokee

Credit Agreement






 









 






     NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree that the Prior Credit Agreements are hereby amended and restated
in their entirety as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms.



     As used in this Agreement, the terms defined in the introductory paragraph and the Preliminary
Statements hereof shall have the meanings therein indicated and the following terms shall have the
meanings set forth below:



     Adjusted Consolidated EBITDA means the sum of (i) Consolidated EBITDA plus (ii) the
Distribution Equivalent Amount.



     Administrative Agent means Royal Bank of Canada in its capacity as administrative agent under
any of the Loan Documents, or any successor administrative agent.



     Administrative Agent’s Office means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as the Administrative
Agent may from time to time notify to the Borrower and the Lenders.



     Administrative Details Form means the Administrative Details Reply Form furnished by a Lender
to the Administrative Agent in connection with this Agreement.



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



     Agent/Arranger Fee Letter has the meaning specified in Section 2.08(b).



     Agent-Related Persons means the Administrative Agent (including any successor administrative
agent), the Collateral Agent (including any successor collateral agent) and their respective
Affiliates (including the officers, directors, employees, agents and attorneys-in-fact of such
Person).



     Aggregate Revolving Commitment means collectively the Revolving Commitments of all the
Lenders.



     Agreement means this Credit Agreement.



     “Applicable Rate” means, from time to time, the following percentages per annum, based upon
the Utilization Percentage:



					
	 	 	 	 	 
	 
	 	2
	 	Quest Cherokee

Credit Agreement






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	 	 	Utilization	 	Letters of	 	Eurodollar	 	 	 	 	 	Commitment
	Pricing Level	 	Percentage	 	Credit	 	Rate+	 	Base Rate +	 	Fee
	1
	 	 	< 33%	 	 	 	1.25	%	 	 	1.25	%	 	 	0.25	%	 	 	0.30	%
	2
	 	3 33% but < 66%	 	 	1.50	%	 	 	1.50	%	 	 	0.50	%	 	 	0.375	%
	3
	 	3 66% but < 85%	 	 	1.75	%	 	 	1.75	%	 	 	0.75	%	 	 	0.375	%
	4
	 	 	3 85%	 	 	 	1.875	%	 	 	1.875	%	 	 	0.875	%	 	 	0.500	%






     Any increase or decrease in the Applicable Rate resulting from a change in the Utilization
Percentage shall become effective on the date such change occurs.



     Approved Fund means any Fund that is administered or managed by a Lender, an Affiliate of a
Lender, or an entity or an Affiliate of an entity that administers or manages a Lender.



     Arranger means RBC Capital Markets in its capacity as lead arranger and sole bookrunner.



     Assignment and Assumption means an Assignment and Assumption substantially in the form of
Exhibit D.



     Assignment of First Lien Notes, Liens and Security Interest means that certain Assignment of
Notes, Liens and Security Interests dated of even date herewith among Borrower, Quest Parent,
Guggenheim Corporate Funding, LLC, as administrative agent and each other lender party to the Prior
First Lien Credit Agreement, as assignors, and Administrative Agent, as assignee, in form and
content satisfactory to Administrative Agent.



     Assignment of Second Lien Notes, Liens and Security Interest means that certain Assignment of
Notes, Liens and Security Interests dated of even date herewith among Borrower, Quest Parent,
Guggenheim Corporate Funding, LLC, as administrative agent and each other lender party to the Prior
Second Lien Credit Agreement, as assignors, and Administrative Agent, as assignee, in form and
content satisfactory to Administrative Agent.



     Assignment of Third Lien Notes, Liens and Security Interest means that certain Assignment of
Notes, Liens and Security Interests dated of even date herewith among Borrower, Quest Parent,
Guggenheim Corporate Funding, LLC, as administrative agent and each other lender party to the Prior
Third Lien Credit Agreement, as assignors, and Administrative Agent, as assignee, in form and
content satisfactory to Administrative Agent.



     Attorney Costs means and includes the reasonable fees and disbursements of any law firm or
other external counsel and the reasonable allocated cost of internal legal services and
disbursements of internal counsel.



     Attributable Indebtedness means, on any date, (a) in respect of any Capital Lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted
for as a capital lease.



					
	 	 	 	 	 
	 
	 	3
	 	Quest Cherokee

Credit Agreement






 









 






     Authorizations means all filings, recordings, and registrations with, and all validations or
exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and
permits from, any Governmental Authority.



     Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its “prime rate.” Such rate is a rate
set by the Administrative Agent based upon various factors including the Administrative Agent’s
costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any
change in such rate announced by the Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change.



     Base Rate Loan means a Revolving Loan that bears interest based on the Base Rate.



     Board means the Board of Governors of the Federal Reserve System of the United States.



     Borrower has the meaning specified in the introductory paragraph hereto.



     Borrower Affiliate means the Borrower, the General Partner, the MLP, and each of their
respective Subsidiaries.



     Borrowing means a borrowing consisting of simultaneous Revolving Loans of the same Type and
having the same Interest Period made by each of the Lenders pursuant to Section 2.01.



     Borrowing Base means the maximum loan amount that may be supported by the Borrowing Base Oil
and Gas Properties, as determined by the Administrative Agent and approved by the Lenders or
Required Lenders (as applicable) from time to time in accordance with Section 2.02 of this
Agreement.



     Borrowing Base Deficiency means the Total Outstandings at any time exceed the lesser of
Aggregate Revolving Commitments then in effect and the Borrowing Base then in effect.



     Borrowing Base Oil and Gas Properties means those Oil and Gas Properties of the Borrower and
each of the other Loan Parties that are subject to the Liens created by the Collateral Documents.



     Borrowing Notice means a notice of (a) a Borrowing, (b) a conversion of Revolving Loans from
one Type to the other, or (c) a continuation of Revolving Loans as the same Type, pursuant to
Section 2.03(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or A-2, as
applicable.



     Business Day means any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized to close under the Laws of New York, or are in fact closed and, if such day
relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the applicable offshore Dollar interbank market.



     Capital Expenditure by a Person means an expenditure (determined in accordance with GAAP) for
any fixed asset owned by such Person for use in the operations of such Person having a useful life
of more than one year, or any improvements or additions thereto.



					
	 	 	 	 	 
	 
	 	4
	 	Quest Cherokee

Credit Agreement






 









 






     Capital Lease means any capital lease or sublease which should be capitalized on a balance
sheet in accordance with GAAP.



     Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent or
Collateral Agent, for the benefit of the L/C Issuer and the Lenders and their Affiliates, as
collateral for the L/C Obligations, cash and deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents
hereby are consented to by the Lenders).



     Cash Equivalents means:




     (a) United States Dollars;




     (b) direct general obligations, or obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and interest by, the United
States or any agency or instrumentality thereof having remaining maturities of not more than
thirteen (13) months, but excluding any such securities whose terms do not provide for
payment of a fixed dollar amount upon maturity or call for redemptions;




     (c) certificates of deposit and eurodollar-time deposits with remaining maturities of
thirteen (13) months or less, bankers acceptances with remaining maturities not exceeding
one hundred eighty (180) days, overnight bank deposits and other similar short term
instruments, in each case with any domestic commercial bank having capital and surplus in
excess of $250,000,000 and having a rating of at least “A2” by Moody’s or at least “A” by
S&P;




     (d) repurchase obligations with a remaining term of not more than thirteen (13) months
for underlying securities of the types described in (b) and (c) above entered into with any
financial institution meeting the qualifications in (c) above;




     (e) commercial paper (having remaining maturities of not more than two hundred seventy
(270) days) of any Person rated “P-1” or better by Moody’s or “A-1” or the equivalent by
S&P;




     (f) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and




     (g) money market mutual or similar funds having assets in excess of $100,000,000, at
least 95% of the assets of which are comprised of assets specified in clause (a) through (f)
above, except that with respect to the maturities of the assets included in such funds the
requirements of clauses (a) through (f) shall not be applied to the individual assets
included in such funds but to the weighted-average maturity of all assets included in such
funds.



     Change of Control means (a) Quest Parent shall fail to own, directly or indirectly, or fail to
have voting control over, at least 51% of the equity interest of the General Partner, (b) any
Person, entity or group (other than a Quest Party) acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act
of 1934) of 51% or more of the equity interests in the MLP, (c) the MLP shall fail to own, directly
or indirectly, 100% of the equity interests in the Borrower, or (e) a Parent Change of Control
shall occur.



					
	 	 	 	 	 
	 
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     Change in Law means (a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or the L/C Issuer (or, for purposes of Section 3.04(b), by any Lending Office of such Lender
or by such Lender’s or the L/C Issuer’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued
after the date of this Agreement.



     Closing Date means the first date all the conditions precedent in Section 4.01 and Section
4.02 are satisfied or waived (or, in the case of Sections 4.01(h) and (i), waived by the Person
entitled to receive the applicable payment).



     Closing Date Prepayment Amount has the meaning specified in Preliminary Statement (6) hereto.



     Closing Date Released Parties has the meaning specified in Preliminary Statement (7) hereto.



     Code means the Internal Revenue Code of 1986.



     Collateral means all property and interests in property and proceeds thereof now owned or
hereafter acquired by the MLP, the Borrower, and their respective Subsidiaries (other than any
Excluded Assets) in or upon which a Lien now or hereafter exists in favor of the Secured Parties,
or the Administrative Agent or Collateral Agent on behalf of the Secured Parties, including, but
not limited to the Borrowing Base Oil and Gas Properties and substantially all of the personal
property (including stock and other equity interests) of the MLP, the Borrower, and their
respective Subsidiaries, whether under this Agreement, the Collateral Documents, or under any other
document executed by any Borrower Affiliate and delivered to the Administrative Agent, Collateral
Agent or any Secured Party.



     Collateral Agent means Royal Bank of Canada in its capacity as collateral agent under any of
the Loan Documents, or any successor collateral agent.



     Collateral Documents means (a) each Guaranty, Security Agreement and Mortgage, and all other
security agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges,
guaranties, extension agreements and other similar agreements or instruments executed by the
Borrower, the MLP, any Guarantor, or any of their respective Subsidiaries for the benefit of the
Secured Parties now or hereafter delivered to the Secured Parties, the Administrative Agent or the
Collateral Agent pursuant to or in connection with the transactions contemplated hereby, and all
financing statements (or comparable documents now or hereafter filed in accordance with the Uniform
Commercial Code or comparable Law) against the Borrower, the MLP, any Guarantor, or any of their
respective Subsidiaries as debtor in favor of the Secured Parties, the Administrative Agent or the
Collateral Agent for the benefit of the Secured Parties, as secured party, to secure or guarantee
the payment of any part of the Obligations or the
performance of any other duties and obligations of Borrower under the Loan Documents, whenever
made or delivered, (b) any amendments, supplements, modifications, renewals, replacements,
consolidations, substitutions, restatements, continuations, and extensions of any of the foregoing,
(c) all the security documents covered by the Assignment of First Lien Notes, Liens and Security
Interests, subject to the release of any Liens prior to the date hereof, (d) all the security
documents covered by the Assignment of Second Lien Notes, Liens and Security Interests, subject to
the release of any Liens prior to the date hereof, and (e) all the security documents covered by
the Assignment of Third Lien Notes, Liens and Security Interests, subject to the release of any
Liens prior to the date hereof.



					
	 	 	 	 	 
	 
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     Company and Companies means, on any date of determination thereof, the MLP, the Borrower and
each of their respective Subsidiaries.



     Compensation Period has the meaning set forth in Section 2.11(e)(ii).



     Compliance Certificate means a certificate substantially in the form of Exhibit C.



     Consolidated EBITDA means, for any period, for the MLP and its Subsidiaries on a consolidated
basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest
Charges, (c) the amount of taxes, based on or measured by income, used or included in the
determination of such Consolidated Net Income, (d) the amount of depreciation, depletion and
amortization expense deducted in determining such Consolidated Net Income, and (e) other non-cash
charges and expenses, including, without limitation, non-cash charges and expenses relating to Swap
Contracts or resulting from accounting convention changes, of the MLP and its Subsidiaries on a
consolidated basis, all determined in accordance with GAAP.



     Consolidated Interest Charges means, for any period, for the MLP and its Subsidiaries on a
consolidated basis, the excess of (I) the sum of (a) all interest, premium payments, fees, charges
and related expenses of the MLP and its Subsidiaries in connection with Indebtedness (net of
interest rate Swap Contract settlements) (including capitalized interest), in each case to the
extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the MLP
and its Subsidiaries with respect to such period under Capital Leases that is treated as interest
in accordance with GAAP over (II) all interest income for such period.



     Consolidated Net Income means, for any period, for the MLP and its Subsidiaries on a
consolidated basis, the net income or net loss of the MLP and its Subsidiaries from continuing
operations, provided that there shall be excluded from such net income (to the extent otherwise
included therein): (a) the income (or loss) of any entity other than a Subsidiary in which the MLP
or any Subsidiary has an ownership interest, except to the extent that any such income has been
actually received by the MLP or such Subsidiary in the form of cash dividends or similar cash
distributions; (b) net extraordinary gains and losses (other than, in the case of losses, losses
resulting from charges against net income to establish or increase reserves for potential
environmental liabilities), (c) any gains or losses attributable to non-cash write-ups or
write-downs of assets, (d) proceeds of any insurance on property, plant or equipment other than
business interruption insurance, (e) any gain or loss on the sale, retirement or other disposition
of assets (including the capital stock or other equity ownership of any other Person, but excluding
the sale of inventories in the ordinary course of business), and (f) the cumulative effect of a
change in accounting principles, net of taxes.



     Consolidated Funded Debt means, as of any date of determination, for the MLP and its
Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all
obligations and liabilities, whether current or long-term, for borrowed money (including
Obligations hereunder, but excluding all reimbursement obligations relating to outstanding but
undrawn letters of credit), (b) Attributable Indebtedness pertaining to Capital Leases, (c)
Attributable Indebtedness pertaining to Synthetic Lease Obligations, and (d) without duplication,
all Guaranty Obligations with respect to Indebtedness of the type specified in subsections (a)
through (c) above.



     Contractual Obligation means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.



					
	 	 	 	 	 
	 
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     Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.



     Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.



     Default means any event that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.



     Default Rate means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate,
if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per
annum, in each case to the fullest extent permitted by applicable Laws.



     Defaulting Lender means any Lender that (a) has failed to fund any portion of the Revolving
Loans or participations in L/C Obligations required to be funded by it under this Agreement within
one Business Day of the date required to be funded by it under this Agreement, (b) has otherwise
failed to pay over to Administrative Agent or any other Lender any other amount required to be paid
by it under this Agreement within one Business Day of the date when due, unless the subject of a
good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.



     Disposition or Dispose means the sale (excluding the sale of inventory in the ordinary course
of business), transfer, license or other disposition (including any sale and leaseback transaction)
of any property (including stock, partnership and other equity interests) by any Person of property
owned by such Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith. For
the avoidance of doubt, a Restricted Payment is not a Disposition.



     Distribution Equivalent Amount means for each fiscal quarter of the MLP the amount of cash
paid to the members of the General Partner’s management group and non-management directors with
respect to restricted common units, bonus units and/or phantom units of the MLP that are required
under GAAP to be treated as compensation expense prior to vesting (and which, upon vesting, are
treated as limited partner distributions under GAAP).



     Dollar and $ means lawful money of the United States.



     Eligible Assignee means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and
(d) any other Person (other than a natural Person) approved by the Administrative Agent and, unless
an Event of Default has occurred and is continuing, the Borrower (the Borrower’s approval not to be
unreasonably withheld, conditioned or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the Borrower, the MLP, any Quest Party, or any of their
respective Affiliates or Subsidiaries.



     Environmental Law means any applicable Law that relates to (a) the condition or protection of
air, groundwater, surface water, soil, or other environmental media, (b) the environment, including
natural resources or any activity which affects the environment, (c) the regulation of any
pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§9601 et seq.)



					
	 	 	 	 	 
	 
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     (“CERCLA”), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water
Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and
Community Right to Know Act of 1986 (42 U.S.C. § 1100 1 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. § 1801 et seq.), the National Environmental Policy Act of 1969 (42
U.S.C. § 4321 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. § 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. §401 et seq.),
the Safe Drinking Water Act (42 U.S.C. § 201 and § 300f et seq.), the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste
Amendments of 1984 (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601
et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be
amended or supplemented from time to time, and any analogous enacted or adopted Law, or (d) the
Release or threatened Release of Hazardous Substances.



     ERISA means the Employee Retirement Income Security Act of 1974 and any regulations issued
pursuant thereto.



     ERISA Affiliate means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and
(o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under
Section 412 of the Code).



     ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or
any ERISA Affiliate.



     Eurodollar Rate means for any Interest Period with respect to any Eurodollar Rate Loan:




     (a) the rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the LIBOR I screen (or any successor thereto)
that displays an average British Bankers Association Interest Settlement Rate for deposits
in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or




     (b) if the rate referenced in the preceding subsection (a) does not appear on such page
or service or such page or service shall cease to be available, the rate per annum equal to
the rate determined by the Administrative Agent to be the offered rate on such other page or
other service that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such



					
	 	 	 	 	 
	 
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     Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or




     (c) if the rates referenced in the preceding subsections (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of interest (rounded
upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate
Loan being made, continued or converted by the Administrative Agent and with a term
equivalent to such Interest Period would be offered by the Administrative Agent’s London
Branch to major banks in the offshore Dollar market at their request at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest Period.



     Eurodollar Rate Loan means a Revolving Loan that bears interest at a rate based on the
Eurodollar Rate.



     Event of Default means any of the events or circumstances specified in Article VIII.



     Evergreen Letter of Credit has the meaning specified in Section 2.14(b)(iii).



     Excluded Assets means any contracts, agreements or permits as to which the granting of a
security interest in same would cause a default, termination or penalty thereunder or under any
applicable requirement of a Governmental Authority.



     Facility means the revolving credit facility as described in and subject to the limitations
set forth in Section 2.01.



     Federal Funds Rate means, for any day, the rate per annum (rounded upwards to the nearest
1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the
average rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.



     Foreign Lender means any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     Fund means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



     GAAP means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board and the
Public Company Accounting Oversights Board or such other principles as may be approved by a



					
	 	 	 	 	 
	 
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significant segment of the accounting profession, that are applicable to the circumstances as of
the date of determination, consistently applied.




     General Partner means Quest Energy GP, LLC, a Delaware limited liability company, the sole
general partner of the MLP.



     Governmental Authority means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.



     Guarantors means any Person, including the MLP and every present and future Subsidiary of
Borrower and the MLP, which undertakes to be liable for all or any part of the Obligations by
execution of a Guaranty, or otherwise but after the payment of the Closing Date Prepayment Amount
shall not include any of the Closing Date Released Parties.



     Guaranty means a Guaranty now or hereafter made by any Guarantor in favor of the
Administrative Agent on behalf of the Lenders, including the MLP Guaranty and any Subsidiary
Guaranty, each in form and substance acceptable to the Administrative Agent.



     Guaranty Obligation means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
payment obligation of another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other payment
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other payment obligation of the payment of such
Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose
of assuring in any other manner the obligees in respect of such Indebtedness or other payment
obligation of the payment thereof or to protect such obligees against loss in respect thereof (in
whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness or other payment obligation of any other Person, whether or not such
Indebtedness or other payment obligation is assumed by such Person; provided, however, that the
term “Guaranty Obligation” shall not include endorsements of instruments for deposit or collection
in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be
the lesser of (a) an amount equal to the stated or determinable outstanding amount of the related
primary obligation and (b) the maximum amount for which such guaranteeing Person may be liable
pursuant to the terms of the instrument embodying such Guaranty Obligation, unless the outstanding
amount of such primary obligation and the maximum amount for which such guaranteeing Person may be
liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall
be the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.



     Hazardous Substance means any substance that poses a threat to, or is regulated to protect,
human health, safety, public welfare, or the environment, including without limitation: (a) any
“hazardous substance,” “pollutant” or “contaminant,” and any “petroleum” or “natural gas liquids”
as those terms are defined or used under Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ( 42 U.S.C. §§ 9601 et seq.) (CERCLA), (b)
“solid waste” as defined



					
	 	 	 	 	 
	 
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by the federal Solid Waste Disposal Act (42 U. S.C. § § 6901 et seq.), (c)
asbestos or a material containing asbestos, (d) any material that contains lead or lead-based
paint, (e) any item or equipment that contains or is contaminated by polychlorinated biphenyls, (f)
any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious
materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release
of which requires reporting, investigation or remediation under any Environmental Law.




     Honor Date has the meaning set forth in Section 2.14(c)(i).



     Hydrocarbons means crude oil, condensate, natural gas, natural gas liquids, coal bed methane
and other hydrocarbons and all products refined or separated therefrom.



     Increase Effective Date has the meaning set forth in Section 2.15(d).



     Indebtedness means, as to any Person at a particular time, all of the following:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) the face amount of all letters of credit (including standby and commercial),
banker’s acceptances, surety bonds, and similar instruments issued for the account of such
Person, and, without duplication, all drafts drawn and unpaid thereunder;




     (c) whether or not so included as liabilities in accordance with GAAP, all obligations
of such Person to pay the deferred purchase price of property or services, other than trade
accounts payable in the ordinary course of business not overdue by more than 90 days, and
Indebtedness of others (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person, whether or not such Indebtedness shall have been
assumed by such Person or is limited in recourse;




     (d) all obligations of such Person under conditional sales or other title retention
agreements relating to property acquired by such Person;




     (e) Capital Leases and Synthetic Lease Obligations of such Person; and




     (f) all Guaranty Obligations of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture in which such Person is a general partner, unless such Indebtedness is
expressly made non-recourse to such Person except for customary exceptions acceptable to the
Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
In addition, the determination of Indebtedness of the MLP, the Borrower and/or their Subsidiaries
shall be made on a consolidated basis without taking into account any Indebtedness owed by any such
Person to any other such Person.



     Indemnified Liabilities has the meaning set forth in Section 10.05.



     Indemnitees has the meaning set forth in Section 10.05.



					
	 	 	 	 	 
	 
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     Initial Co-Borrower has the meaning specified in the introductory paragraph hereto.



     Interest Coverage Ratio means for any relevant period and as of any determination date, as
calculated based on the quarterly compliance certificate most recently delivered pursuant to
Section 6.02(a) for the MLP and its Subsidiaries, the ratio of (a) Adjusted Consolidated EBITDA for
the such period ending on the determination date to (b) Consolidated Interest Charges during such
period.



     Interest Payment Date means, (a) as to any Revolving Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Revolving Loan; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date.



     Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending
on the date one, two, three or six months thereafter, as selected by the Borrower (and in the case
of the initial Borrowing Notice, by the Initial Co-Borrower) in its Borrowing Notice; provided
that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar
Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;




     (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity Date.



     Investment means, as to any Person, any acquisition or investment by such Person, whether by
means of (a) the purchase or other acquisition of capital stock or other securities of another
Person, (b) a loan, advance or capital contribution to, guaranty of Indebtedness of, or purchase or
other acquisition of any other Indebtedness or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the
value of such Investment, less all returns of principal or equity thereon, and shall, if made by
the transfer or exchange of property other than cash be deemed to have been made in an amount equal
to the fair market value of such property.



     IRS means the United States Internal Revenue Service.



     ISDA means the International Swaps and Derivatives Association, Inc.



     Laws means, collectively, all applicable international, foreign, federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents
or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the



					
	 	 	 	 	 
	 
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enforcement, interpretation or administration thereof, and all
applicable administrative orders, licenses, authorizations and permits of, any Governmental
Authority.




     L/C Advance means, with respect to each Lender, such Lender’s participation in any L/C
Borrowing in accordance with its Pro Rata Share.



     L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a Borrowing.



     L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the renewal or increase of the amount thereof.



     L/C Issuer means Royal Bank of Canada in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder which is a Lender or an Affiliate
of a Lender.



     L/C Obligations means, as at any date of determination, the aggregate undrawn face amount of
all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings.



     Leases means oil and gas leases and all oil, gas and mineral leases constituting any part of
the Borrowing Base Oil and Gas Properties.



     Lender has the meaning specified in the introductory paragraph hereto and, as the context
requires, includes the L/C Issuer.



     Lender Hedging Agreement means a Swap Contract between a Company and a Lender or an Affiliate
of a Lender.



     Lending Office means, as to any Lender, the office or offices of such Lender set forth on its
Administrative Details Form, or such other office or offices as a Lender may from time to time
notify the Borrower and the Administrative Agent.



     Letter of Credit means any standby letter of credit issued hereunder.



     Letter of Credit Application means an application and agreement for the issuance or amendment
of a letter of credit in the form from time to time in use by the L/C Issuer.



     Letter of Credit Expiration Date means the fifth Business Day prior to the Maturity Date.



     Letter of Credit Sublimit means an amount equal to the lesser of (i) the Aggregate Revolving
Commitment and (ii) $25,000,000.



     Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the ratio, as
calculated based on the quarterly compliance certificate most recently delivered pursuant to
Section 6.02(a), of (a) Consolidated Funded Debt as of the determination date to (b) Adjusted
Consolidated EBITDA for the four (4) fiscal quarters ending on the applicable determination date.



     Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security interest or



					
	 	 	 	 	 
	 
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preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any
obligation of any Person (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the foregoing, and the
filing of any financing statement under the Uniform Commercial Code or comparable Laws of any
jurisdiction, other than any financing statement filed as a notice filing), including the interest
of a purchaser of accounts receivable.




     LLC Agreement means the Limited Liability Company Agreement of the Borrower dated effective
_________, 200___.



     Loan Documents means this Agreement, each Revolving Note, each of the Collateral Documents,
the Agent/Arranger Fee Letter, each Borrowing Notice, each Compliance Certificate, the Guaranties,
each Letter of Credit Application, and each other agreement, document or instrument delivered by
any Loan Party or any of their respective Subsidiaries from time to time in connection with this
Agreement and the Revolving Notes.



     Loan Party means each of the Borrower, each Guarantor (including the MLP), and each other
entity that is an Affiliate of the Borrower that executes one or more Loan Documents but after the
payment of the Closing Date Prepayment Amount shall not include any of the Closing Date Released
Parties.



     Marketable Title means good and indefeasible title, free and clear of all Liens other than
Permitted Liens.



     Material Acquisition means any acquisition of Oil and Gas Properties or series of related
acquisitions of Oil and Gas Properties that involves the payment of consideration (including,
without limitation, the issuance of equity) by the Borrower and its Subsidiaries in excess of ten
percent (10%) of the then current Borrowing Base.



     Material Adverse Effect means: (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties or financial condition of the MLP and its Subsidiaries
taken as a whole; (b) a material adverse effect on the ability of any Loan Party to perform its
obligations under the Loan Documents to which it is a party; (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Borrower or any other Loan Party
of any Loan Documents; or (d) a material adverse change in, or a material adverse effect upon, the
Borrowing Base Oil and Gas Properties, taken as a whole, excluding changes in commodity prices.



     Material Agreements means the following: (a) the Omnibus Agreement, (b) the LLC Agreement, (c)
the Partnership Agreement (MLP), and any agreement or agreements entered into in replacement or
substitution of any of the forgoing. “Material Agreement” means each of such Material Agreements.



     Material Disposition means any sale, transfer or other disposition of Borrowing Base Oil and
Gas Properties or series of related sales, transfers or other dispositions of Borrowing Base Oil
and Gas Properties that yields gross proceeds to the Borrower or any Subsidiaries in excess of five
percent (5%) of the then current Borrowing Base.



     Maturity Date means (a) November ___, 2012, or (b) such earlier effective date of any other
termination, cancellation, or acceleration of the Aggregate Revolving Commitment under this
Agreement.



					
	 	 	 	 	 
	 
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     Maximum Amount and Maximum Rate respectively mean, for each Lender, the maximum non-usurious
amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is
permitted to contract for, charge, take, reserve, or receive on the Obligations.



     MLP has the meaning specified in the introductory paragraph hereto.



     MLP Guaranty means the MLP Guaranty made by the MLP as of the Closing Date in favor of the
Administrative Agent on behalf of the Lenders in form and substance acceptable to the
Administrative Agent.



     Moody’s means Moody’s Investors Service, Inc.



     Mortgaged Properties means collectively all the Mortgaged Property as defined in the Mortgages
and Mortgaged Property individual means any one of such Mortgaged Properties.



     Mortgages means the mortgages, deeds of trust, or similar instruments executed by any of the
Loan Parties in favor of Administrative Agent or Collateral Agent, for the benefit of the Secured
Parties, and all supplements, assignments, amendments, and restatements thereto (or any agreement
in substitution therefor, and Mortgage means each of such Mortgages).



     Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding three calendar years, has made or been obligated to make contributions.



     Net Proceeds Amount has the meaning specified in Section 2.04(c).



     Nonrenewal Notice Date has the meaning specified in Section 2.14(b)(iii).



     Obligations means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Loan Party arising under any Loan Document, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest that accrues after the commencement by or against any Loan Party of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. In
addition, all references to the “Obligations” in the Collateral Documents and in Sections 2.13 and
10.09 of this Agreement shall, in addition to the foregoing, also include all present and future
indebtedness, liabilities, and obligations (and all renewals and extensions thereof or any part
thereof) now or hereafter owed to any Lender or any Affiliate of a Lender arising pursuant to any
Lender Hedging Agreement.



     Obligor means the Borrower or any other Person (other than the Administrative Agent,
Collateral Agent or any Lender) obligated under any Loan Document but after the payment of the
Closing Date Prepayment Amount shall not include any of the Closing Date Released Parties.



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



					
	 	 	 	 	 
	 
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     Omnibus Agreement means the [Omnibus Agreement] dated as of [_________] among the MLP, the
General Partner, the Borrower and Quest Parent.



     Organization Documents means, (a) with respect to any corporation, the certificate or articles
of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate
of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto filed in connection
with its formation with the secretary of state or other department in the state of its formation,
in each case as amended from time to time.



     Other Taxes has the meaning specified in Section 3. 01(b).



     Outstanding Amount on any date (i) with respect to Revolving Loans, means the aggregate
principal amount thereof after giving effect to any Borrowings and prepayments or repayments
occurring on such date, (ii) with respect to any L/C Obligations, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such date, including as a
result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit taking effect on
such date, and (iii) for purposes of Section 2.11(d) with respect to Obligations under a Lender
Hedging Agreement, means the amount then due and payable under such Lender Hedging Agreement.



     Parent Change of Control means the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of
Voting Stock of Quest Parent; provided, however, that a merger of Quest Parent into another entity
in which the other entity is the survivor shall not be deemed a Parent Change of Control if Quest
Parent’s stockholders of record as constituted immediately prior to such acquisition hold more than
50% of the outstanding shares of Voting Stock of the surviving entity.



     Participant has the meaning specified in Section 10.07(d).



     Partnership Agreement (MLP) means the Amended and Restated Agreement of Limited Partnership of
the MLP dated effective _________, 2007.



     PBGC means the Pension Benefit Guaranty Corporation.



     Pension Plan means any “employee pension benefit plan” (as such term is defined in Section
3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during
the immediately preceding five plan years.



     Permitted Liens means Liens permitted under Section 7.01 as described in such Section.



					
	 	 	 	 	 
	 
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     Person means any individual, trustee, corporation, general partnership, limited partnership,
limited liability company, joint stock company, trust, unincorporated organization, bank, business
association, firm, joint venture or Governmental Authority.



     Plan means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or any ERISA Affiliate.



     Prior Credit Agreements has the meaning specified in Preliminary Statement (3) hereto.



     Prior First Lien Credit Agreement has the meaning specified in Preliminary Statement (1)
hereto.



     Prior Second Lien Credit Agreement has the meaning specified in Preliminary Statement (2)
hereto.



     Prior Third Lien Credit Agreement has the meaning specified in Preliminary Statement (3)
hereto.



     Pro Rata Share with respect to each Lender, at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is the amount of the
Revolving Commitment of such Lender at such time and the denominator of which is the amount of the
Aggregate Revolving Commitments at such time; provided that if the revolving commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined
based on the Pro Rata Share
of such Lender immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to Section 10.07. The initial Pro Rata Share of each Lender is set out
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.



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



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



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



     Quarterly Borrower Distributions means with respect to the Borrower, the distributions by the
Borrower to the MLP for the purpose of providing funds to the MLP constituting Available Cash (as
defined in the Partnership Agreement (MLP)) for distribution to the MLP’s equity owners.



     Quarterly MLP Distributions means with respect to the MLP, the distributions by the MLP of
Available Cash (as defined in the Partnership Agreement (MLP)) to the MLP’s equity owners.



     Quest Parent means Quest Resource Corporation, a Nevada corporation.



					
	 	 	 	 	 
	 
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     Quest Party means Quest Parent or any Subsidiary of Quest Parent, other than the General
Partner, the MLP and its subsidiaries and the Borrower and its Subsidiaries.



     Reference Period has the meaning set forth in Section 7.16.



     Register has the meaning set forth in Section 10.07(c).



     Related Parties means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Person’s
Affiliate.



     Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating, or other movement
into the air, ground, or surface water, or soil.



     Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.



     Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation
of Revolving Loans, a Borrowing Notice, and (b) with respect to an L/C Extension, a Letter of
Credit Application.



     Required Lenders means, as of any date of determination, Lenders having more than 66+2/3% of
the Aggregate Revolving Commitments or, if the revolving commitment of each Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 66+2/3% of the
Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations being deemed “held” by such Lender for purposes of this
definition); provided that the Revolving Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.



     Repayment Notice means a notice of repayment of a Borrowing pursuant to Section 2.04(a),
which, if in writing, shall be substantially in the form of Exhibit A-3.



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



     Responsible Officer means the president, chief executive officer, executive vice president,
senior vice president, vice president, chief financial officer, controller, treasurer or assistant
treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of
a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership, limited liability company, and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



					
	 	 	 	 	 
	 
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     Restricted Payment by a Person means any dividend or other distribution (whether in cash,
securities or other property) with respect to any equity interest in such Person, or any payment
(whether in cash, securities or other property), including any sinking fund or similar deposit on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such equity interest or of any option, warrant or other right to acquire any such equity interest.



     Revolving Commitment means, as to each Lender, its obligation to (a) make Revolving Loans to
Borrower pursuant to Section 2.01, and (b) purchase participations in L/C Obligations, in an
aggregate principal amount at any one time outstanding not to exceed the lesser of (i) the amount
set out opposite such Lender’s name on Schedule 2.01, or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement and (ii) such Lender’s Pro Rata Share of the
Borrowing Base then in effect.



     Revolving Loan means an extension of revolving credit by a Lender to the Borrower pursuant to
Section 2.01.



     Revolving Note means a revolving promissory note of Borrower in substantially the form of
Exhibit B, evidencing the obligation of Borrower to repay the Revolving Loans and all renewals and
extensions of all or any part thereof and “Revolving Notes” collectively means all of such
promissory notes.



     Rights means rights, remedies, powers, privileges, and benefits.



     S&P means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     Secured Parties means the Lenders party to this Agreement and the Lenders and/or any Affiliate
of a Lender party to a Lender Hedging Agreement. The term “Secured Parties” shall include a former
Lender or an Affiliate of a former Lender that is party to a Swap Contract with any Loan Party;
provided that such former Lender or Affiliate was a Lender or an Affiliate of a Lender at the time
it entered into such Swap Contract.



     Security Agreements means, collectively, the security agreements, or similar instruments,
executed by any of the Loan Parties in favor of the Administrative Agent or the Collateral Agent
for the benefit of the Secured Parties, in form and substance acceptable to the Administrative
Agent, and all supplements, assignments, amendments, and restatements thereto (or any agreement in
substitution therefor), and “Security Agreement” means each of such Security Agreements.



     Subsidiary of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities or other interests
having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.



     Subsidiary Guaranty means any Subsidiary Guaranty made by a Subsidiary of the Borrower or
the MLP in favor of the Administrative Agent on behalf of the Lenders, in form and substance
acceptable to the Administrative Agent.



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



     Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such Swap Contracts,
(a) for any date on or after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender).



     Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called
synthetic or tax retention lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but which are
depreciated for tax purposes by such Person.



     Taxes has the meaning set forth in Section 3.01(a).



     Total Outstandings means the aggregate Outstanding Amount of all Revolving Loans and all L/C
Obligations.



     Type means, with respect to a Revolving Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     Unfunded Pension Liability means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.



     United States or U.S. means the United States of America, its fifty states and the District of
Columbia.



     Unreimbursed Amount has the meaning set forth in Section 2.14(c)(i).



     Utilization Percentage means, on any day, the ratio, stated as a percentage of the aggregate
principal amount of the Total Outstandings to the Aggregate Revolving Commitments.



					
	 	 	 	 	 
	 
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     Voting Stock means the capital stock (or equivalent thereof) of any class or kind, of a
Person, the holders of which are entitled to vote for the election of directors, managers, or other
voting members of the governing body of such Person.



     Wholly-Owned when used in connection with a Person means any Subsidiary of such Person of
which all of the issued and outstanding equity interests (except shares required as directors’
qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned Subsidiaries.



     1.02 Other Interpretive Provisions.



     (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



     (b) (i) The words “herein” and “hereunder” and words of similar import when used in any Loan
Document shall refer to such Loan Document as a whole and not to any particular provision thereof.




     (ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule
references are to this Agreement.




     (iii) The term “including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced.



     (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



     (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms.



     (a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data required to be submitted pursuant to this Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time,
applied in a manner consistent with that used in preparing the audited financial statements, except
as otherwise specifically prescribed herein.



     (b) If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall
so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to
amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a



					
	 	 	 	 	 
	 
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reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.




     1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references
to agreements (including the Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any
Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.



ARTICLE II.

THE REVOLVING COMMITMENTS AND BORROWINGS




     2.01 Revolving Loans. Subject to and in reliance upon the terms, conditions, representations, and
warranties in the Loan Documents, each Lender severally, but not jointly, agrees to make revolving
loans (each such revolving loan a “Revolving Loan”) to Borrower from time to time on any Business
Day during the period from the Closing Date to the Maturity Date, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Commitment as set forth on
Schedule 2.01; provided that, that after giving effect to any Borrowing, (a) the Total Outstandings
shall not exceed the lesser of (i) Aggregate Revolving Commitments and (ii) the Borrowing Base, and
(b) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro
Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s
Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the
other terms and conditions hereof, Borrower may borrow under this Section 2.01, prepay under
Section 2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.



     2.02 Borrowing Base



     (a) The Borrowing Base in effect as of the Closing Date is $160,000,000.00 relative to the
Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. The Borrowing Base
shall be redetermined from time to time pursuant to the provisions of this Section.



     (b) On or before each March 31 and September 30 until the Maturity Date, the Borrower shall
furnish to the Administrative Agent a Reserve Report, which shall set out, as of each preceding
December 31 or June 30, as applicable, the Proved Reserves attributable to the Borrowing Base Oil
and Gas Properties. Each Reserve Report may be prepared by the Borrower’s own internal petroleum
engineers and shall be certified by the President or other Responsible Officer of the Borrower.
Each Reserve Report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas
Properties as of December 31 shall be audited by Cawley Gillespie & Associates, Inc. or other
independent reservoir engineers acceptable to Administrative Agent. Each Reserve Report as of June
30 shall include a reconciliation from the prior December 31 Reserve Report. Upon receipt of each
such Reserve Report,



					
	 	 	 	 	 
	 
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the Administrative Agent shall make a determination of the Borrowing Base
which shall become effective on or about May 1 and November 1 of each year commencing May 1, 2008,
and, in the case of an increase in the Borrowing Base, upon approval of all Lenders and the L/C
Issuer, and in the case of maintaining or decreasing the Borrowing Base, upon approval of the
Administrative Agent and the Required Lenders and in any case with the subsequent written
notification from the Administrative Agent to the Borrower. Such redetermined Borrowing Base,
subject to the other provisions of this Agreement, shall be the Borrowing Base until the effective
date of the next redetermination of the Borrowing Base as set out in this Section 2.02.




     (c) During each period between scheduled redeterminations of the Borrowing Base, the
Administrative Agent shall have the right to initiate one (1) unscheduled redetermination of the
Borrowing Base by requesting in writing that the Borrower provide an unscheduled and unaudited
Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas
Properties with an effective date not more than sixty days prior to Borrower’s delivery of such
Reserve Report to the Administrative Agent, and such Reserve Report shall be delivered to the
Administrative Agent within thirty days after Borrower’s receipt of such written request.



     (d) In addition to the redetermination provided for in Section 2.02(c), upon a Material
Disposition or any material (in the judgment of the Administrative Agent or the Required Lenders)
defect in title, or failure of title to, five percent (5%) or more of the PV-10 of the Borrowing
Base Oil and Gas Properties, the Administrative Agent may, and upon the request of the Required
Lenders shall, redetermine the Borrowing Base by requesting in writing that the Borrower provide an
unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and
Gas Properties with an effective date not more than sixty days prior to Borrower’s delivery of such
Reserve Report to the Administrative Agent, and such Reserve Report shall be delivered to the
Administrative Agent within thirty days after Borrower’s receipt of such written request.



     (e) During each period between scheduled redeterminations of the Borrowing Base, the Borrower
shall have the right to request, by written notice to the Administrative Agent, one (1) unscheduled
redetermination of the Borrowing Base, subject to contemporaneously providing to the Administrative
Agent a Reserve Report with an effective date not more than sixty days prior to the date of such
notice.



     (f) In addition to the redetermination provided for in Section 2.02(d), upon a Material
Acquisition, the Borrower may, from time to time upon written notice to the Administrative Agent,
propose to add Oil and Gas Properties to the Borrowing Base Oil and Gas Properties. Any such
proposal to add Oil and Gas Properties to the Borrowing Base Oil and Gas Properties shall be
accompanied by a Reserve Report applicable to such properties that conforms to the requirements of
Section 2.02, and evidence sufficient to establish that the Borrower or the other applicable Loan
Party has Marketable Title to such Oil and Gas Properties, and any such addition shall become
effective at such time as: (a) the Administrative Agent, with the approval of all the Lenders, has
made a determination of the amount by which the Borrowing Base would be increased as the result of
such addition and (b) the conditions set out in Article IV hereof, to the extent they are
applicable to such additional Oil and Gas Properties of the Borrower, have been satisfied. In
determining the increase in the Borrowing Base pursuant to this Section, the Administrative Agent
and the Lenders shall apply the parameters and other credit factors set out in Section 2.02.



					
	 	 	 	 	 
	 
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     (g) If at any time the Borrower proposes to increase the Borrowing Base by adding additional
Oil and Gas Properties to the Borrowing Base Oil and Gas Properties pursuant to Section 2.02(f),
and the amount of the Borrowing Base would exceed the amount of the Aggregate Revolving Commitments
stated on Schedule 2.01, the Borrower may request an increase in the Aggregate Revolving Commitment
pursuant to Section 2.15.



     (h) If in connection with a redetermination of the Borrowing Base maintaining or decreasing
the Borrowing Base, the Required Lenders cannot otherwise agree on the new Borrowing Base, then the
Borrowing Base shall be the Administrative Agent’s calculation of the “weighted arithmetic average”
(as hereinafter calculated) of the Borrowing Base, as determined by each individual Lender and
communicated to the Administrative Agent in writing. However, the amount of the Borrowing Base
shall never be increased at any time without the unanimous consent of all the Lenders, notwithstanding
anything else herein to the contrary. For purposes of this paragraph, the “weighted arithmetic
average” of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed
in writing to Administrative Agent by each Lender by such Lender’s Pro Rata Share, and then adding
the results of each such calculation, with the resultant sum being the Borrowing Base.



     (i) The Borrowing Base shall represent the Required Lenders’ approval (except where unanimous
consent is required) of the Administrative Agent’s determination, in accordance with their
customary oil and gas lending practices, of the maximum loan amount that may be supported by the
Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this
Agreement, such determination by the Administrative Agent as being the maximum loan amount that may
be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the
Borrowing Base, the Administrative Agent and the Lenders shall apply the parameters and other
credit factors consistently applied then generally being utilized by the Administrative Agent and
each such Lender, respectively, for Borrowing Base redeterminations for other similarly situated
borrowers. The MLP, the Borrower, Lenders and the Administrative Agent acknowledge that (i) due to
the uncertainties of the oil and gas extraction process, the Borrowing Base Oil and Gas Properties
are not subject to evaluation with a high degree of accuracy and are subject to potential rapid
deterioration in value, (ii) for this reason and the difficulties and expenses involved in
liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative
Agent’s determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas
Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as
essential for the adequate protection of the Lenders, and (iii) decisions regarding the Borrowing
Base shall be made by the Lenders in their sole discretion.



     2.03 Borrowings, Conversions and Continuations of Loans.



     (a) Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each
continuation of Revolving Loans as the same Type shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than noon, New York time, (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, and (ii) one Business Day prior to the conversion of Eurodollar Rate Loans to Base Rate
Loans, or the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must
be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by a Responsible Officer of the Borrower (and in connection with
the initial Borrowing Notice, signed also by the Initial Co-Borrower). Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $1,000,000 in excess thereof.



					
	 	 	 	 	 
	 
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Each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof; provided that any Base Rate Loan may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Revolving Commitment or that is required to finance the
Unreimbursed Amount as provided in Section 2.14(c)(i). Each Borrowing Notice (whether telephonic
or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of
Revolving Loans from one Type to the other, or a continuation of Revolving Loans as the same Type,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Loans
are to be converted, and (v) if applicable, the duration of the Interest Period with respect
thereto. If the Borrower fails to specify a Type of Revolving Loan in a Borrowing Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Revolving Loans shall be made or continued as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such
Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.




     (b) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify
each Lender of its Pro Rata Share of the applicable Borrowing, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than noon, New York time, on the Business Day specified in the applicable
Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Sections 4.01 and
4.02, as applicable, the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account
of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to the Administrative
Agent by the Borrower; provided, however, that if, on the date of the Borrowing there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment
in full of any such L/C Borrowings, and second, to the Borrower as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of
an Event of Default, no Revolving Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may
demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to
Base Rate Loans. The Administrative Agent shall promptly notify the Borrower and the Lenders of
the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate.
The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the
absence of manifest error.



     (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to
the other, and all continuations of Revolving Loans as the same Type, there shall not be more than
six (6) Interest Periods in effect at any given time with respect to Revolving Loans.



					
	 	 	 	 	 
	 
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     2.04 Prepayments.



     (a) Optional Prepayments. The Borrower may, upon delivery of a Repayment Notice to
the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part
Revolving Loans outstanding under the Facility without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than noon, New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment
of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000
in excess thereof. Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein. Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together
with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be
applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares.



     Unless a Default or Event of Default has occurred and is continuing or would arise as a result
thereof, any payment or prepayment of the Revolving Loans may be reborrowed by Borrower, subject to
the terms and conditions hereof.



     (b) Mandatory Prepayments. If for any reason (including a redetermination of the
Borrowing Base) a Borrowing Base Deficiency exists, Borrower shall within thirty (30) days after
being notified of such Borrowing Base Deficiency by the Administrative Agent indicate in writing
Borrower’s election to do one or more of the following to eliminate such Borrowing Base Deficiency:




               (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount
equal to such Borrowing Base Deficiency within thirty (30) days of such election,




               (ii) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount
equal to such Borrowing Base Deficiency in four equal monthly installments; and




               (iii) add to the Borrowing Base Oil and Gas Properties additional Oil and Gas
Properties of the Borrower or another Loan Party sufficient in value, as determined pursuant
to Section 2.02, to increase the Borrowing Base to equal or exceed the Total Outstandings.




Provided, however, on any date on which Borrower or another Loan Party sells any of its
Borrowing Base Oil and Gas Properties in a Material Disposition, the Borrowing Base shall be
automatically reduced to the loan value (determined in accordance with the procedures for
determining the Borrowing Base) of the remaining Borrowing Base Oil and Gas Properties and
with respect to a Borrowing Base Deficiency resulting from such Material Disposition, such
Borrowing Base Deficiency shall be repaid immediately by the Borrowing with the net cash
proceeds of such Material Disposition to the extent received (and any remaining Borrowing
Base Deficiency shall be repaid pursuant to this Section 2.04(b). Following any payment of
the Borrowing Base Deficiency, the Borrower shall have the right to request a Borrowing Base



					
	 	 	 	 	 
	 
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redetermination (which right shall be in addition to the Borrower’s right to request a
redetermination of the Borrowing Base pursuant to Section 2.02(e)).




     (c) Mandatory Prepayments from Net Cash Proceeds. All proceeds (net of reasonable and
customary fees and commissions) received by the Borrower or any Subsidiary from any Material
Disposition (the “Net Proceeds Amount”) shall be applied: first, to cure any Borrowing Base
Deficiency that then exists (if any) and second, to prepay outstanding Revolving Loans and the
Borrowing Base shall be automatically reduced by the amount of such prepayment. Following any such
prepayment and reduction of the Borrowing Base, the Borrower shall have the right to request a
Borrowing Base redetermination (which right shall be in addition to the Borrower’s right to request
a redetermination of the Borrowing Base pursuant to Section 2.02(e)).



     (d) Closing Date Prepayment Amount. On the Closing Date, the Initial Co-Borrower and
Borrower shall make a prepayment of the Indebtedness outstanding hereunder in an amount equal to
the Closing Date Prepayment Amount.



     (e) Prepayments: Interest/Consequential Loss. All prepayments under this Section 2.04
shall be made together with accrued interest to the date of such prepayment on the principal amount
prepaid and any amounts due under Section 3.05.



     2.05 Reduction or Termination of Revolving Commitments. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitment or permanently reduce the
Aggregate Revolving Commitment to an amount not less than the sum of the Outstanding Amount of the
then existing (i) unpaid principal balance of the Revolving Loans and (ii) L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent not later than
noon, three Business Days prior to (or if all the outstanding Borrowings are Base Rate Loans, no
later than noon on) the date of termination or reduction, and (ii) any such partial reduction shall
be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof.
The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or
termination. Once reduced in accordance with this Section, the Aggregate Revolving Commitment may
not be increased. Any reduction of the Aggregate Revolving Commitment shall be applied to the
Revolving Commitment of each Lender according to its Pro Rata Share. Except in connection with a
termination or reduction of the entire Aggregate Revolving Commitment, all commitment fees on the
portion of the Aggregate Revolving Commitment so terminated which have accrued to the effective
date of any termination of the Aggregate Revolving Commitment shall at Administrative Agent’s
option either be paid on the effective date of such termination or on the date when such commitment
fee would otherwise be due.



     2.06 Repayment of Revolving Loans. The Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of Revolving Loans outstanding on such date, together with all
accrued and unpaid interest and fees.



     2.07 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate and
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.



     (b) If any amount payable by Borrower under any Loan Document is not paid when due (after the
expiration of any applicable grace periods), whether at stated maturity by acceleration or



					
	 	 	 	 	 
	 
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otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
Furthermore, while any Event of Default exists or after acceleration (i) the Borrower shall pay
interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law, and
(ii) accrued and unpaid interest on past due amounts (including interest on past due interest, to
the extent allowed by Law) shall be due and payable upon demand.




     (c) Interest on each Revolving Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.



     (d) If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of
interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in
such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the
total amount of interest accrued thereon equals the amount of interest which would have accrued
thereon if such designated rate had at all times been in effect. In the event that at maturity
(stated or by acceleration), or at final payment of the Outstanding Amount of any Revolving Loans
or L/C Obligations, the total amount of interest paid or accrued is less than the amount of
interest which would have accrued if such designated rates had at all times been in effect, then,
at such time and to the extent permitted by Law, the Borrower shall pay an amount equal to the
difference between (a) the lesser of the amount of interest which would have accrued if such
designated rates had at all times been in effect and the amount of interest which would have
accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest
actually paid or accrued on such Outstanding Amount.



     2.08 Fees. (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate times the actual daily amount by which the lesser of (i) the Aggregate Revolving
Commitment (subject to reduction pursuant to Sections 2.04 and 2.05) and (ii) the Borrowing Base
exceeds the sum of (1) the Outstanding Amount of Revolving Loans plus (2) the Outstanding Amount of
L/C Obligations. The commitment fee shall accrue at all times from the Closing Date until the
Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and
if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that
such Applicable Rate was in effect. The commitment fee shall
accrue at all times, including at any time during which one or more of the conditions in Article IV
is not met.



     (b) Arranger’s and Administrative Agent’s Fees. On the Closing Date, the Borrower
shall pay certain fees to the Arranger and Administrative Agent to be shared among them and the
Borrower shall pay certain fees to the Administrative Agent for the Administrative Agent’s own
account as an administrative agency fee, in the amounts and at the times specified in the letter
agreement dated October 19, 2007 (the “Agent/Arranger Fee Letter”), between the Borrower and Royal
Bank of Canada. Such fees shall be fully earned when paid and shall be nonrefundable for any
reason whatsoever. Additionally, Borrower shall pay to the Administrative Agent for the
Administrative Agent’s own account the fees in the amounts and on the dates specified in the
Agent/Arranger Fee Letter.



					
	 	 	 	 	 
	 
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     (c) Borrowing Base Increase Fees. The Borrower agrees to pay to the Administrative
Agent, for the account of each Lender then party to this Agreement, ratably in accordance with its
Pro Rata Share, a Borrowing Base increase fee of 0.25% on the amount of any increase of the
Borrowing Base over the highest Borrowing Base previously in effect, payable on the effective date
of any such increase to the Borrowing Base.



     2.09 Computation of Interest and Fees. Computation of interest on Base Rate Loans and all fees
shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed. Computation of interest on Eurodollar Rate Loans shall be calculated on
the basis of a year of 360 days and the actual number of days elapsed, which results in a higher
yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue
on each Revolving Loan for the day on which the Revolving Loan is made, and shall not accrue on a
Revolving Loan, or any portion thereof, for the day on which the Revolving Loan or such portion is
paid; provided that any Revolving Loan that is repaid on the same day on which it is made shall
bear interest for one day.



     2.10 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary
course of business. The accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Revolving Loans made by the Lenders
to the Borrower and the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Revolving Loans or the L/C Obligations. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of such Lender
shall control. Upon the request of any Lender made through the Administrative Agent, such Lender’s
Revolving Loans may be evidenced by one or more Revolving Notes. Each Lender may attach schedules
to its Revolving Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of
the applicable Revolving Loans and payments with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the
event of any conflict
between the accounts and records maintained by the Administrative Agent and the accounts and
records of any Lender in respect of such matters, the accounts and records of the Administrative
Agent shall control.



     2.11 Payments Generally.



     (a) All payments to be made by the Borrower shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,
all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than noon, New York time, on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata
Share (or other applicable share as provided herein) of such payment in like funds as received by
wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent
after noon, New York time, shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.



					
	 	 	 	 	 
	 
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     (b) Subject to the definition of “Interest Period,” if any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be.



     (c) If no Event of Default exists and if no order of application is otherwise specified in the
Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second
to accrued interest then due and payable on the Outstanding Amount of Revolving Loans and L/C
Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct.



     (d) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully the Obligations, or if an Event of Default exists, any payment or prepayment
shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the
Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees,
expenses, indemnities and other amounts (including amounts payable under Article III) for which
the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan
Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for any Lender or the
Administrative Agent shall be, on any date of determination, that proportion which the portion of
the total fees, expenses, indemnities and other amounts owed to such Lender or the Administrative
Agent bears to the total aggregate fees, expenses and indemnities owed to all Lenders and the
Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and
unpaid Letter of Credit fees and accrued and unpaid interest on the Outstanding Amount of Revolving
Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being
understood that for purposes of this clause (iii) the Outstanding Amount of Obligations under
Lender Hedging Agreements refers only to payments owing pursuant to Section 2(a) of the 2002 Master
Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form
of Swap Contract is in effect)(as used in this Section 2.11(d)(iii), “ratable payment” means, for
any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of
determination, that proportion which the accrued and unpaid Letter of Credit fees and accrued and
unpaid interest on the Outstanding Amount of Revolving Loans and the Outstanding Amount of
Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case
of Lender Hedging Agreements) bears to the total accrued and unpaid Letter of Credit fees and accrued
and unpaid interest on the Outstanding Amount of Revolving Loans and the Outstanding Amount of
Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of
Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding Amount of L/C
Borrowings and Revolving Loans and the Outstanding Amount of Obligations under Lender Hedging
Agreements (it being understood that for purposes of this clause (iv) the Outstanding Amount of
Obligations under Lender Hedging Agreements refers to payments owing in connection with an Early
Termination Date as defined in the 2002 Master Agreement form promulgated by the ISDA (or
equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in
this Section 2.11(d)(iv), “ratable payment” means for any Lender (or Lender Affiliate, in the case
of Lender Hedging Agreements), on any date of determination, that proportion which the Outstanding
Amount of L/C Borrowings and Revolving Loans and the Outstanding Amount of Obligations under Lender
Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging
Agreements) bears to the Outstanding Amount of L/C Borrowings and Revolving Loans and the
Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders)(and
Affiliates, in the case of Lender Hedging Agreements)); (v) to Cash Collateralize the Letters of
Credit; and (vi) to the payment of the remaining Obligations, if any, in the order and manner the
Required Lenders deem appropriate. Subject to Section 2.14(g), amounts used to Cash Collateralize
the aggregate undrawn amount of Letters of Credit pursuant to clause (v) above shall



					
	 	 	 	 	 
	 
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be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above.




     (e) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date
any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:




     (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds, at the Federal Funds Rate from time to time in effect;
and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal
Funds Rate from time to time in effect. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan,
included in the applicable Borrowing. If such Lender does not pay such amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand
therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative
Agent, together with interest thereon for
the Compensation Period at a rate per annum equal to the rate of interest applicable to
the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its Revolving Commitment or to prejudice any rights which the
Administrative Agent or the Borrower may have against any Lender as a result of any default
by such Lender hereunder.



     A notice of the Administrative Agent to any Lender with respect to any amount owing under this
subsection (e) shall be conclusive, absent manifest error.



     (f) If any Lender makes available to the Administrative Agent funds for any Revolving Loan to
be made by such Lender as provided in the foregoing provisions of this Article II, and the
conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds
as received from such Lender) to such Lender, without interest.



     (g) The obligations of the Lenders hereunder to make Revolving Loans are several and not joint.
The failure of any Lender to make any Revolving Loan on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Revolving Loan or purchase its
participation.



					
	 	 	 	 	 
	 
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     (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Revolving Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Revolving Loan in any particular place or
manner.



     2.12 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Revolving Loans made by it, or the participations in the L/C Obligations,
any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such
Lender shall immediately (a) notify the Administrative Agent, of such fact, and (b) purchase from
the other Lenders such participations in the Revolving Loans made by them, and/or such
subparticipations in the participations in L/C Obligations held by them, as shall be necessary to
cause such purchasing Lender to share the excess payment in respect of such Revolving Loan or such
participations, as the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing Lender, such
purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required
repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased.



     2.13 Pari Passu Lien Securing Lender Hedging Obligations. All Obligations arising under the Loan
Documents, including, without limitation, Obligations under this Agreement and Obligations under
any Lender Hedging Agreement (but not Indebtedness of any Loan Party owing to any non-Lender or
non-Lender Affiliate which enters into a Swap Contract with the Borrower or any other Loan Party),
shall be secured pari passu by the Collateral. No Lender or any Affiliate of a Lender shall have
any voting rights under any Loan Document as a result of the existence of obligations owed to it
under any such Lender Hedging Agreement.



     2.14 Letters of Credit. (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Section 2.14, (1) from
time to time on any Business Day during the period from the Closing Date until the Letter of
Credit Expiration Date, to issue Letters of Credit for the account of the Borrower (and such
Letters of Credit may be issued for the benefit of the Borrower, the MLP, any of their
respective Subsidiaries or the General Partner), and to amend or renew Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts
under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower; provided that the L/C Issuer shall not be
obligated to make any L/C Credit Extension



					
	 	 	 	 	 
	 
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with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such
L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Revolving
Commitment, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed
such Lender’s Revolving Commitment, or (z) the Outstanding Amount of the L/C Obligations
would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the
terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed.




     (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material
to it; provided, however, if any of the forgoing occur, then the Borrower may, at
its sole expense and effort, upon notice to L/C Issuer and Administrative Agent,
require the L/C Issuer to resign as L/C Issuer and a new replacement L/C Issuer be
appointed, which new replacement L/C Issuer shall be reasonably acceptable to the
Administrative Agent;




     (B) subject to Section 2.14(b)(iii), the expiry date of such requested Letter
of Credit would occur more than twelve months after the date of issuance or last
renewal, unless the Required Lenders have approved such expiry date;




     (C) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date;




     (D) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer generally applicable to all borrowers; or




     (E) such Letter of Credit is in a face amount less than $100,000 (unless upon
Borrower’s request the L/C Issuer agrees to issue a Letter of Credit for a lesser
amount), or is to be used for a purpose other than as described in Section 6.12 or
is denominated in a currency other than Dollars.




     (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.



					
	 	 	 	 	 
	 
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     (iv) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and L/C Issuer documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included the L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to the L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by
a Responsible Officer of the Borrower. Such Letter of Credit Application must be received
by the L/C Issuer and the Administrative Agent not later than noon, New York time, at least
two Business Days (or such later date and time as the L/C Issuer may agree in a particular
instance in its sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be. In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address
of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of
any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer
may require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Borrower and, if
not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt
by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance
or amendment is permitted in accordance with the terms hereof, then, subject to the terms
and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or enter into the applicable amendment, as the case may be,
in each case in accordance with the L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such
Letter of Credit.




     (iii) If the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that
has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any
such



					
	 	 	 	 	 
	 
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Evergreen Letter of Credit must permit the L/C Issuer to prevent any such renewal at
least once in each twelve-month period (commencing with the date of issuance of such Letter
of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower
shall not be required to make a specific request to the L/C Issuer for any such renewal.
Once an Evergreen Letter of Credit has been issued, the L/C Issuer shall permit the renewal
of such Letter of Credit unless the L/C Issuer has received notice on or before the Business
Day immediately preceding the Nonrenewal Notice Date from any Lender stating that one or
more of the applicable conditions specified in Section 4.02 is not then satisfied or the L/C
Issuer would not then be required to issue a replacement Letter of Credit pursuant to this
Section 2.14.





     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Borrower and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the
Borrower and the Administrative Agent thereof. Not later than noon, New York time, on the
date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C
Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Lender’s
Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a
Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03
for the principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Revolving Commitment and the conditions set forth in Section 4.02
(other than the delivery of a Borrowing Notice) and the failure of the Borrower to so
reimburse the Administrative Agent shall not be deemed a Default or an Event of Default.
Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section
2.14(c)(i) may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.




     (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice
pursuant to Section 2.14(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro
Rata Share of the Unreimbursed Amount not later than 11:00 a.m., New York time, on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.14(c)(iii), each Lender that so makes funds available shall be
deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be
satisfied



					
	 	 	 	 	 
	 
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or for any other reason, the Borrower shall be deemed to have incurred from the
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate. In such event, each Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.14(c) (ii)
shall be deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.14.



     (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section
2.14(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the
account of the L/C Issuer.



     (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.14(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the foregoing. Any
such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.



     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.14(c) by the time specified in Section 2.14(c)(ii), the L/C
Issuer shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest
error.



     (d) Repayment of Participations.




     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.14(c), if the Administrative Agent receives for the account of the
L/C Issuer any payment related to such Letter of Credit (whether directly from the Borrower
or otherwise, including proceeds of cash Collateral applied thereto by the Administrative
Agent), or any payment of interest thereon, the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof in the same funds as those received by the Administrative
Agent.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.14(c)(i) is required to be returned, each Lender shall pay to
the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such



					
	 	 	 	 	 
	 
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amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect.



     (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer
for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing
under a Letter of Credit that is refinanced by a Borrowing of Revolving Loans, shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other agreement or instrument relating thereto;




     (ii) the existence of any claim, counterclaim, set-off, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, that might otherwise constitute a defense available to, or a discharge of,
the Borrower.



     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The
Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. No Agent-Related Person nor any
of the respective correspondents, Participants or assignees of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as



					
	 	 	 	 	 
	 
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applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Letter
of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that
this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement.
No Agent-Related Person, nor any of the respective correspondents, Participants or assignees of the
L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.14(e); provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused
by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to
pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.




     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the
Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations
(in an amount equal to such Outstanding Amount). The Borrower hereby grants the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit
accounts at any Lender.



     (h) Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.



     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter
of Credit issued equal to the Applicable Rate times the actual daily undrawn amount under each
Letter of Credit. Such fee for each Letter of Credit shall be due and payable on the last Business Day
of each March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Expiration Date. If there is any
change in the Applicable Rate during any quarter, the actual amount of each Letter of Credit shall
be computed and multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee in an amount with
respect to each Letter of Credit issued equal to the greater of (i) $500 and (ii) 1/4 of 1% (25 basis
points) calculated on the face amount thereof. In addition, the Borrower shall pay directly to
the L/C Issuer for its own



					
	 	 	 	 	 
	 
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account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. Such fees and charges are due and payable on demand and are
nonrefundable.




     (k) Conflict with Letter of Credit Application. In the event of any conflict between
the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.



     (l) Letters of Credit Issued for MLP, Subsidiaries or General Partner.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, the MLP, any of its or the Borrower’s respective
Subsidiaries or the General Partner, the Borrower shall be obligated to reimburse the L/C Issuer
hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges
that the issuance of Letters of Credit in support of any obligation of, or for the account of the
MLP, any of its or the Borrower’s respective Subsidiaries or the General Partner inures to the
benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the
businesses of the MLP, its and the Borrower’s respective Subsidiaries and the General Partner.



     2.15 Revolving Commitment Increase




     (a) Request for Increase. Upon notice to the Administrative Agent, the Borrower may
request from time to time an increase in the Aggregate Revolving Commitment by an amount in the
aggregate not exceeding $100,000,000; provided that any such increase shall be in a minimum amount
of $50,000,000; provided further that any such increased Aggregate Revolving Commitment shall be
secured pari passu with the Obligations. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within which each Lender
that is invited to participate in the increased Facility is requested to respond (which shall in no
event be less than 15 Business Days from the date of delivery of such notice). The Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form
and substance satisfactory to the Administrative Agent and its counsel. Each Lender and such
additional Eligible Assignees to be approved by the Administrative Agent (such approval not to be
unreasonably withheld, conditioned or delayed).



     (b) Elections to Increase. Each Lender and additional Eligible Assignee invited to participate shall notify the
Administrative Agent within such time period whether or not it agrees to participate in the
increase in the Aggregate Revolving Commitment (such election to be at the sole discretion of each
Lender and additional Eligible Assignee) and, if so, by what amount. Any Lender or additional
Eligible Assignee not responding within such time period shall be deemed to have declined to
participate in the increase in the Aggregate Revolving Commitment.



     (c) Notification by Administrative Agent. The Administrative Agent shall notify the
Borrower, each Lender and each additional Eligible Assignee of the responses to the request made
hereunder to increase the Aggregate Revolving Commitment.



     (d) Effective Date and Allocations. If the Aggregate Revolving Commitment is
increased in accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective Date”) and the final allocation of such
increase. The Administrative Agent shall promptly notify the Borrower, Lenders and additional
Eligible Assignees of the final allocation of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As conditions precedent to such
increase, the terms and documentation in respect thereof shall be satisfactory to the
Administrative Agent and the



					
	 	 	 	 	 
	 
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Borrower shall deliver to the Administrative Agent a certificate of
each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such
Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) no Default or Event of Default exists or would exist
immediately after giving effect to the increase in the Aggregate Revolving Commitment, (B) the
representations and warranties contained in Article V and the other Loan Documents are true and
correct in all material respects on and as of the Increase Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects as of such earlier date, and except that for purposes
of this Section 2.15, the representations and warranties contained in subsection (a) of Section
5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.16 would
be satisfied on a pro forma basis as of the most recent testing date after giving effect to actual
Credit Extensions on the Increase Effective Date.




     (f) Conflicting Provisions. This Section shall supersede any provisions in Sections 2.12
or 10.01 to the contrary.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Any and all payments by the Borrower to or for the account of the Administrative Agent or
any Lender under any Loan Document shall be made free and clear of and without deduction for any
and all present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto; excluding, in the case
of the Administrative Agent and each Lender, taxes imposed on or measured by its net income
(including any franchise taxes imposed on or measured by its net income), by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender,
as the case may be, is organized or maintains its Lending Office (all such non-excluded taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any
Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws.



     (b) In addition, the Borrower agrees to pay any and all present or future stamp, mortgage,
court or documentary taxes and any other excise or property taxes or charges or similar levies
which arise from any payment made under any Loan Document or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as “Other Taxes”).



     (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the
Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such
Lender,



					
	 	 	 	 	 
	 
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at the time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on
or measured by net income) such Lender would have received if such Taxes or Other Taxes had not
been imposed.




     (d) The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such
Lender, and (ii) amounts payable under Section 3.01(c) and (iii) any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, except to the extent
such sums are determined by a court of competent jurisdiction by final and non-appealable judgment
to have resulted from the gross negligence or willful misconduct of the Administrative Agent, the
L/C Issuer or such Lender, as applicable. Neither the Administrative Agent, the L/C Issuer nor any
Lender shall be entitled to receive any payment with respect to any indemnity claim under this
Section 3.01 with respect to Taxes or Other Taxes that are incurred or accrued more than 180 days
prior to the date such party gives notice and demand with respect thereto to the Borrower. Payment
under this subsection (d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefor.



     (e) As soon as practicable after any payment of indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



     (f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or
times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable law, or
reasonably requested by Borrower, as will permit such payments to be made without withholding or at
a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements.



     Without limiting the generality of the foregoing, in the event that the Borrower is resident
for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is applicable:




     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party;




     (ii) duly completed copies of Internal Revenue Service Form W-8ECI;




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign



					
	 	 	 	 	 
	 
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Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN; or



     (iv) any other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable Law to permit the Borrower to
determine the withholding or deduction required to be made.



     (f) If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other Person.



     3.02 Illegality. If any Lender determines that any Change in Law has made it unlawful for any
Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or
materially restricts the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based
upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or
converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such
prepayment or conversion. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the reasonable judgment of such
Lender, otherwise be materially disadvantageous to such Lender.



     3.03 Inability to Determine Rates. If the Administrative Agent determines in connection with any
request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not
exist for



					
	 	 	 	 	 
	 
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determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required
Lenders determine and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar
Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar
Rate Loan, then the Administrative Agent will promptly notify the Borrower and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.




     3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.



     (a) If any Lender or the L/C Issuer determines that as a result of a Change in Law, or such
Lender’s or L/C Issuer’s compliance therewith, there shall be any increase in the cost to such
Lender or L/C Issuer of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or
to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit, or a reduction in the amount received or receivable by such Lender or L/C
Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which
Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall
gross income by the United States or any foreign jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender or L/C Issuer is organized or has its Lending
Office, and (iii) reserve requirements contemplated by Section 3.04(c) utilized, as to Eurodollar
Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of
such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender or L/C Issuer, as the case may be, such additional amounts as will
compensate such Lender or L/C Issuer for such increased cost or reduction.



     (b) If any Lender determines a Change in Law has the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy and such Lender’s desired return on capital), then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such reduction.



     (c) The Borrower shall pay to each Lender, as long as such Lender shall be required under
regulations of the Board to maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Revolving Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be due and payable on
each date on which interest is payable on such Revolving Loan; provided the Borrower shall have
received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable 15 days from
receipt of such notice.



     (d) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation; provided that the Borrower shall not be required to compensate a
Lender or the L/C



					
	 	 	 	 	 
	 
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Issuer pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the L/C Issuer, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of retroactive effect
thereof.




     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:



     (a) any continuation, conversion, payment or prepayment of any Revolving Loan other than a
Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or



     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Revolving Loan) to prepay, borrow, continue or convert any Revolving Loan other than a Base Rate
Loan on the date or in the amount notified by the Borrower; including any loss of anticipated
profits and any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Revolving Loan or from fees payable to terminate the deposits from which such
funds were obtained. The Borrower shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing.



     For purposes of calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing in the applicable
offshore Dollar interbank market for a comparable amount and for a comparable period, whether or
not such Eurodollar Rate Loan was in fact so funded.



     3.06 Matters Applicable to all Requests for Compensation. A certificate of the Administrative
Agent or any Lender claiming compensation under this Article III and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.
In determining such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.



     3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination
of the Aggregate Revolving Commitment and payment in full of all the other Obligations.



     3.08 Mitigation Obligations. If any Lender or L/C Issuer requests compensation under Section 3.04,
or if the Borrower is required to pay any additional amount to any Lender, L/C Issuer or any
Governmental Authority for the account of any Lender or L/C Issuer, as applicable, pursuant to
Section 3.01, then such Lender or L/C Issuer shall use reasonable efforts to designate a different
lending office for funding or booking its Revolving Loans or issuing Letters of Credit hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender or L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be,
in the future and (ii) would not subject such Lender or L/C Issuer to any un-reimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or L/C Issuer. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in
connection with any such designation or assignment.



					
	 	 	 	 	 
	 
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ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSION




     4.01 Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:



     (a) Evidence satisfactory to the Arranger that a minimum of $150,000,000 of net proceeds have
been received by the MLP from a public offering of MLP common units representing limited
partnership interests in the MLP, on terms reasonably satisfactory to the Administrative Agent.



     (b) Receipt by the Administrative Agent of executed and acknowledged counterparts of (i) the
Assignment of First Lien Notes, Liens and Security Interests, (ii) the Assignment of Second Lien
Notes, Liens and Security Interests, and (iii) the Assignment of Third Lien Notes, Liens and
Security Interests.



     (c) The Administrative Agent’s receipt of the following, each of which shall be originals or
facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed
by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the
Closing Date (or, in the case of certificates of governmental officials, a recent date before the
Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent
and its legal counsel:




     (i) executed counterparts dated as of the Closing Date of this Agreement, the MLP
Guaranty, and the other Collateral Documents including, without limitation, the Collateral
Documents covering all assets of each Loan Party including, without limitation, the
Borrowing Base Oil and Gas Properties and related Collateral, and all other Loan Documents
sufficient in number for distribution to the Administrative Agent each Lender and Borrower;




     (ii) Revolving Notes executed by the Borrower in favor of each Lender requesting a
Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving
Commitment, and each Revolving Note dated as of the Closing Date;




     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of officers of each Loan Party as the Administrative Agent may require to
establish the identities of and verify the authority and capacity of each officer thereof
authorized to act in connection with this Agreement and the other Loan Documents to which
such Loan Party is a party;




     (iv) such evidence as the Administrative Agent may reasonably require to verify that
each Loan Party is duly organized or formed, validly existing, and in good standing in the
jurisdiction of its organization and is qualified to engage in business in each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business
requires such qualification;




     (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that
the representations and warranties contained in Article V are true and correct in all
respects on and as of the Closing Date, (B) that no default or event of default had occurred
and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit
Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness
thereunder,



					
	 	 	 	 	 
	 
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including principal, interest, fees and expenses, has been refinanced or paid and all
loan commitments thereunder have terminated and all Liens have been released or assigned to
the Administrative Agent for the benefit of the Lenders, (C) no Default or Event of Default
will exist immediately after closing and the initial Credit Extension under this Agreement,
(D) since December 31, 2006 there has occurred no material adverse change in (x) the
business, assets, liabilities (actual or contingent), operations or financial condition of
the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or
liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of
the Closing Date there are no environmental or legal issues affecting any Loan Party or any
of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F)
all material governmental and third party approvals necessary or, in the discretion of the
Administrative Agent, advisable in connection with the financing contemplated by this
Agreement and the continuing operation of the Borrower and its Subsidiaries have been
obtained and are in full force and effect, and (G) no action, suit, investigation or
proceeding is pending or, to the knowledge of such Responsible Officer, threatened in any
court or before any arbitrator or governmental authority by or against the Borrower, any
Guarantor, the General Partner, or any of their respective properties, that (x) could
reasonably be expected to materially and adversely affect the Borrower and the Guarantors,
taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby
or the ability of the Borrower or any Guarantor to perform its obligations under the Loan
Documents;




     (vi) a Compliance Certificate of a Responsible Officer of the Borrower using a
calculation methodology approved by the Arranger demonstrating compliance with all financial
covenants specified in Section 7.16 on a pro forma rolling four quarter basis for the period
ending September 30, 2007 (or if unavailable for that period, for the period ending June 30,
2007);




     (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction
of all conditions specified in this Section 4.01 and Section 4.02, (b) providing a five-year
financial forecast for the Borrower and its Subsidiaries on a consolidated basis, (c)
certifying that the Borrower has entered into Swap Contracts covering at least 80% of
estimated net production from Proved Developed Producing Reserves through December 31, 2010
and attaching copies of such Swap Contracts, and (d) providing such other financial
information as the Administrative Agent may reasonably request;




     (vii) a certificate of a Responsible Officer of the Borrower certifying that to the
Responsible Officer’s knowledge neither the Borrower and its Subsidiaries on a consolidated
basis nor the MLP and its Subsidiaries on a consolidated basis are “insolvent” as such term
is used and defined in (i) the United States Bankruptcy Code or (ii) the Texas Uniform
Fraudulent Transfer Act, Tex. Bus. & Com. Code Ann. Section 24.003; and




     (viii) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent reasonably may require.



     (d) The Arranger’s receipt of (i) a reserve report dated as of June 30, 2007 prepared by
Borrower’s internal petroleum engineer covering all of the Borrower’s Oil and Gas Properties and
(ii) title opinions or other title due diligence with respect to Borrowing Base Oil and Gas
Properties representing at least 80% of the PV-10 Value of the Proved Reserves
included in the Borrowing Base Oil and Gas Properties covered by the foregoing reserve report, each
of (i) and (ii) to be in form and substance reasonably satisfactory to the Administrative Agent and with respect to (ii), it
being



					
	 	 	 	 	 
	 
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acknowledged that landman title reports on proved but undeveloped Oil and Gas Properties are
satisfactory to the Administrative Agent.




     (e) The Arranger’s receipt, in form and substance reasonably satisfactory to the Arranger, of
pro forma financial statements of the Borrower and its Subsidiaries on a rolling four quarter basis
for the period ending September 30, 2007 (or if unavailable for the period, for the period ending
June 30, 2007).



     (f) After giving effect to all proposed Credit Extensions on the Closing Date, the Borrower
shall have a minimum of 10% availability under the Borrowing Base.



     (g) An opinion from counsel to each Loan Party and the General Partner, in form and substance
satisfactory to the Administrative Agent and its counsel, including where advisable local counsel.



     (h) Any fees due and payable at the Closing Date shall have been paid including, without
limitation, payment of fees and expenses pursuant to the Agent/Arranger Fee Letter.



     (i) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent
invoiced prior to, or on, the Closing Date.



     (j) The Administrative Agent’s receipt of Collateral Documents, executed by each Company that
has assets or conducts business, in appropriate form for recording, where necessary, together with:




     (i) such Lien searches as the Administrative Agent shall have reasonably requested, and
such termination statements or other documents as may be necessary to confirm that the
Collateral is subject to no other Liens (other than Permitted Liens) in favor of any
Persons;




     (ii) funds sufficient to pay any filing or recording tax or fee in connection with any
and all UCC-1 financing statements and fees associated with the filing of the Mortgages,
including any mortgage tax;




     (iii) evidence that the Administrative Agent has been named as mortgagee or additional
insured under all policies of casualty insurance pertaining to the Collateral and all
general liability policies;




     (iv) certificates evidencing all of the issued and outstanding shares of capital stock,
partnership interests, or membership interests pledged pursuant thereto, which certificates
shall in each case be accompanied by undated stock powers duly executed in blank, or, if any
securities pledged pursuant thereto are uncertificated securities, confirmation and evidence
satisfactory to the Administrative Agent that the security interest in such uncertificated
securities has been transferred to and perfected by the Administrative Agent for the benefit
of the Lenders in accordance with the Uniform Commercial Code; and




     (v) evidence that all other actions reasonably necessary or, in the opinion of the
Administrative Agent or the Lenders, desirable to perfect and protect the first priority
Lien created by the Collateral Documents (except to the extent otherwise permitted
hereunder), and to enhance the Administrative Agent’s ability to preserve and protect its interests in and
access to the Collateral, have been taken.



					
	 	 	 	 	 
	 
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     (k) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the
certificate of formation of the Borrower, together with all amendments, certified by an appropriate
governmental officer in its jurisdiction of organization, as well as any other information required
by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to
verify the identity of Borrower as required by Section 326 of the USA Patriot Act.



     (l) Evidence satisfactory to the Arranger that BP has assigned to Arranger all existing
commodity hedges between BP and Borrower.



     The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and
such notice shall be conclusive and binding.



     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Borrowing
Notice for a Credit Extension and the obligation of the L/C Issuer to issue any Letter of Credit is
subject to the following conditions precedent:



     (a) The representations and warranties of the Loan Parties contained in Article V (including,
without limitation, Sections 5.05(b) and 5.06), or which are contained in any document furnished at
any time under or in connection herewith, including, but not limited to the Collateral Documents,
shall be true and correct in all material respects on and as of the date such Revolving Loan is
made or such Letter of Credit is issued except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date.



     (b) No Default or Event of Default shall exist or would result from such proposed Revolving
Loan or L/C Credit Extension.



     (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request
for Credit Extension and, if applicable, a Letter of Credit Application in accordance with the
requirements hereof.



     (d) The Administrative Agent and the Lenders shall have been, and shall continue to be,
satisfied, in their good faith discretion, that the Borrower and each other applicable Loan Party
holds Marketable Title to the Borrowing Base Oil and Gas Properties, and that such ownership
includes record title to an undivided net revenue interest in the production from each such
Borrowing Base Oil and Gas Property that is not less than, as well as an undivided working interest
in each Borrowing Base Oil and Gas Property that is not greater than (unless there is a
corresponding increase in the net revenue interest attributed to such party therein), the net
revenue interest therein and the working interest therein, respectively, reflected on the Mortgage
encumbering such Borrowing Base Oil and Gas Property, subject to the limitations and qualifications
set forth in such Mortgage (or on any supplement, amendment or modification thereof) or new
Mortgage executed in connection with any Oil and Gas Property that is added to the Borrowing Base
Oil and Gas Properties in connection with any subsequent funding after the Closing Date); provided
that, for purposes of closing, the Administrative Agent and the Lenders intend to have confirmed,
to their satisfaction, the status of Borrower’s and each other applicable Loan Party’s title
to Borrowing Base Oil and Gas Properties (comprising a minimum of eighty percent (80%) of the
PV10 (based on the most recent Borrowing Base evaluation by the Administrative Agent) of the Proved Reserves that are attributable to those Borrowing Base Oil and Gas Properties
that, as of the Closing Date, are made subject to a Lien in favor of the Administrative Agent for
the benefit of the Lenders (it being acknowledged that landman title reports on proved but
undeveloped Oil and Gas Properties shall be satisfactory to the Administrative Agent and Lenders
for the purpose of demonstrating



					
	 	 	 	 	 
	 
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the status of title to such Oil and Gas Properties); such
determination by the Administrative Agent and the Lenders, however, shall not relieve the Borrower
from the ongoing obligation to comply with all of its representations, warranties and covenants
herein and in the Collateral Documents regarding the Borrower’s and each other applicable Loan
Party’s title to all Borrowing Base Oil and Gas Properties.




     (e) As of the time of funding any additional advances to Borrower that have been approved by
the Lenders pursuant to Section 2.01 and are made in conjunction with the addition of Oil and Gas
Properties owned by the Borrower or other Loan Party to the Borrowing Base Oil and Gas Properties,
the Borrower and each other applicable Loan Party shall have duly delivered to the Administrative
Agent: (i) the Collateral Documents that are necessary or appropriate, in the reasonable opinion of
the Administrative Agent, relating to such additional Oil and Gas Properties, and (ii) evidence,
reasonably satisfactory to Agent in its sole discretion, that Borrower and the Borrowing Base Oil
and Gas Properties will be in material compliance with all Environmental Laws. Furthermore,
Administrative Agent shall have completed its title due diligence confirming that Borrower has
satisfactory title to the Leases.



     (f) The Administrative Agent shall have received, in form and substance reasonably
satisfactory to it, such other assurances, certificates, documents or consents related to the
foregoing as the Administrative Agent or the Required Lenders reasonably may require.



     Each Request for Credit Extension submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Section 4.02(b) have been satisfied on
and as of the date of the applicable Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Each of the Borrower and the MLP represents and warrants to the Administrative Agent and the
Lenders that:



     5.01 Existence; Qualification and Power; Compliance with Laws. As of the Closing Date, the
Borrower is a direct wholly-owned subsidiary of the MLP and Quest Parent owns at least 51% of the
General Partner. The General Partner and each Loan Party (a) is a corporation, partnership or
limited liability company duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all governmental licenses, authorizations, consents and approvals to own its assets,
carry on its business and to execute, deliver, and perform its obligations under the Loan Documents
to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license, except in each case referred to in clause (a), (b)
or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (d) is not a Person (I) whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order
13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), or (II) who engages in any
dealings or transactions prohibited by Section 2 of such executive order, or is otherwise
associated with any such Person in any manner violative of Section 2, or (III) on the list of
Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or
executive order, and (f) is in compliance, in all material respects, with (A) the Trading with the
Enemy Act, as amended, and each of



					
	 	 	 	 	 
	 
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the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
or executive order relating thereto, and (B) the Uniting And Strengthening America By Providing
Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part
of the proceeds of the Revolving Loans or L/C Credit Extensions will be used, directly or
indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended.




     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party
of each Loan Document to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not: (a) contravene the terms of any
of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, any material Contractual Obligation (other than the Liens
created under the Loan Documents) to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is subject; or (c)
violate any Law except in each case referred to in clause (b) or (c), to the extent that any such
conflict, breach, contravention, creation or violation could not reasonably be expected to have a
Material Adverse Effect.



     5.03 Governmental Authorization. No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority, except for the filings in connection
with the granting or continuation of security interests pursuant to the Collateral Documents or
filings to maintain the existence, foreign qualification and good standing of the General Partner
and the Loan Parties, is necessary or required in connection with the execution, delivery or
performance by any Loan Party of this Agreement or any other Loan Document.



     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at Law.



     5.05 Financial Statements; No Material Adverse Effect.




     (a) The financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (b)
were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein. Such financial statements will: (i) fairly present in
all material respects the financial condition of the MLP and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in accordance in all
material respects with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, subject in the case of quarterly financial statements delivered
pursuant to Section 6.01(b) to year-end audit adjustments and the absence of footnotes; and (ii)
show all material indebtedness and other liabilities of the MLP and its Subsidiaries as of the date
thereof required to be reflected therein in accordance with GAAP consistently applied throughout
the period covered thereby.



					
	 	 	 	 	 
	 
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     (b) Since December 31, 2006, there has been no event or circumstance that has or could
reasonably be expected to have a Material Adverse Effect.



     5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the MLP or the Borrower, threatened or contemplated in writing, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or any Borrower
Affiliate or against any of their properties or revenues which (a) seek to affect or pertain to
this Agreement or any other Loan Document, the borrowing of Revolving Loans, the use of the
proceeds thereof, or the issuance of Letters of Credit hereunder, or (b) could reasonably be
expected to have a Material Adverse Effect.



     5.07 No Default. Neither the Borrower nor any Borrower Affiliate is in default under or with
respect to any Contractual Obligation which could be reasonably expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. There
is no default under any Material Agreement, which could reasonably be expected to have a Material
Adverse Effect.



     5.08 Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to,
or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (b) owns the personal property granted by
it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of
third parties other than Permitted Liens, and (c) has Marketable Title to the working and net
revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage
encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and
qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such
Borrowing Base Oil and Gas Properties, all such shares of production which the Borrower and each
other applicable Loan Party is entitled to receive, and shares of expenses which the Borrower and
each other applicable Loan Party is obligated to bear, are not subject to change, except for
changes attributable to future elections by the Borrower and each other applicable Loan Party not
to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to
changes in participating areas under any federal units wherein participating areas may be formed,
enlarged or contracted in accordance with the rules and regulations of the applicable Governmental
Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and
the taking of the other actions required by the Administrative Agent, the Liens granted in property
pursuant to the Collateral Documents will constitute valid and enforceable first, prior and
perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of
the Lenders, subject to Permitted Liens. The property of the Loan Parties is subject to no Liens,
other than Permitted Liens.



     5.09 Environmental Compliance. The MLP and the Borrower have reasonably concluded that (a) there
are no claims alleging potential liability under or responsibility for violation of any
Environmental Law except any such claims that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (b) there is no environmental condition
or circumstance, such as the presence or Release of any Hazardous Substance, on any property owned,
operated or used by the Borrower or any Borrower Affiliate that could reasonably be expected to
have a Material Adverse Effect, and (c) there is no violation by the Borrower or any Borrower
Affiliate of any Environmental Law, except for such violations as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



					
	 	 	 	 	 
	 
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     5.10 Insurance. The properties of the Borrower and the Borrower Affiliates are insured with
financially sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are consistent with past practice.



     5.11 Taxes. The Borrower and the Borrower Affiliates have filed all federal, state and other
material tax returns and reports required to be filed, and have paid all federal, state and other
material taxes, assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP or to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect. To the knowledge of the Borrower, there is no
proposed tax assessment against any Borrower Affiliate or any of their respective Subsidiaries that
would, if made, have a Material Adverse Effect.



     5.12 ERISA Compliance. The representations and warranties set forth in this Section 5.12 shall
apply only if the Borrower or an ERISA Affiliate establishes a Plan.



     (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state Laws except to the extent that noncompliance could not
reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the IRS, an
application for such a letter is currently being processed by the IRS with respect thereto or the
Plan utilizes a prototype form plan document and the prototype plan’s sponsor has received a
favorable opinion or advisory letter from the IRS upon which the Company may rely, and, to the
knowledge of the MLP and the Borrower, nothing has occurred which would prevent, or cause the loss
of, such qualification, except to the extent that nonqualification could not reasonably be expected
to have a Material Adverse Effect. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan, except to the extent
that nonpayment could not reasonably be expected to have a Material Adverse Effect.



     (b) There are no pending or, to the knowledge of the MLP or the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect. Neither the MLP nor the Borrower nor any
ERISA Affiliate has engaged in or knowingly permitted to occur and, to the Borrower’s and the MLP’s
knowledge, no other party has engaged in or permitted to occur any prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred or is reasonably expected to occur that could reasonably
be expected to have a Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension
Liability that (when aggregated with any other Unfunded Pension Liability) has resulted or could
reasonably be expected to result in a Material Adverse Effect; and (iii) neither the Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c)
of ERISA that could reasonably be expected to have a Material Adverse Effect.



     5.13 Subsidiaries and other Investments. Except as set forth on Schedule 5.13, as of the Closing
Date, the Borrower will have no Subsidiaries and will have no equity Investment in any other



					
	 	 	 	 	 
	 
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Person. From and after the Closing Date, the MLP has no Subsidiaries other than the Borrower and
the Borrower’s Subsidiaries and entities acquired or formed as permitted under Section 7.02.




     5.14 Margin Regulations; Investment Company Act; Use of Proceeds.



     (a) Neither the Borrower nor any Borrower Affiliate is engaged nor will it engage, principally
or as one of its important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the Board), or extending credit for the purpose of
purchasing or carrying margin stock.



     (b) Neither the Borrower nor any Borrower Affiliate, no Person controlling the Borrower or any
Borrower Affiliate, or any Subsidiary thereof is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.



     (c) The Borrower will use all proceeds of Credit Extension in the manner set forth in Section
6.12.



     5.15 Disclosure; No Material Misstatements. All material factual information hereto furnished by or on behalf of the MLP and Borrower in
writing to the Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby, as modified or supplemented by other information
so furnished, is true and accurate in all material respects, and such information is not, or shall
not be, as the case may be, incomplete by omitting to state any material fact necessary to make
such information, in light of the circumstances under which it was made, not misleading. All
estimates and projections delivered to the Administrative Agent or any Lender were based upon
information that was available at the time such estimates or projections were prepared and believed
to be correct and upon assumptions believed to be reasonable at that time; however, the Borrower
does not warrant that such estimates and projections will ultimately prove to have been accurate.



     5.16 Location of Business and Offices. Each Loan Party’s (i) jurisdiction of organization, (ii)
organizational identification number, (iii) correct legal name, and (iv) principal place of
business and chief executive offices are as set froth in the Security Agreement from such Loan
Party.



     5.17 Compliance with Laws. Except with respect to Environmental Laws and Laws relating to taxes
and employee benefits (which are covered by Sections 5.09, 5.11 and 5.12, respectively), neither
the Borrower nor any Borrower Affiliate is in violation of any Laws, other than such violations
which could not, individually or collectively, reasonably be expected to have a Material Adverse
Effect. Neither the Borrower nor any Borrower Affiliate has received notice alleging any
noncompliance with any Laws, except for such noncompliance which no longer exists, or which
non-compliance could not reasonably be expected to have a Material Adverse Effect.



     5.18 Third Party Approvals. No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any party that is not a party to this Agreement is necessary or required
in connection with the execution, delivery or performance by any Loan Party of this Agreement or
any other Loan Document except where obtained or where the failure to receive such approval,
consent, exemption, authorization, or the failure to do such other action by, or provide such
notice could not reasonably be expected to have a Material Adverse Effect; and provided, however,
that the transfer of rights in certain Collateral consisting of rights under contracts to a
foreclosure purchaser may, in some instances, require the consent of third parties who have rights
in such Collateral.



					
	 	 	 	 	 
	 
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     5.19 Solvency. Neither the Borrower and its Subsidiaries on a consolidated basis nor the MLP and
its Subsidiaries on a consolidated basis are “insolvent” as such term is used and defined in (i)
the United States Bankruptcy Code or (ii) the New York Uniform Fraudulent Transfer Act.



     5.20 Oil and Gas Leases. The Leases which constitute any part of the Borrowing Base Oil and
Gas Properties are in full force and effect as to those portions thereof that comprise the
Borrowing Base Oil and Gas Properties, except to the extent the failure to be in full force and
effect could not reasonably be expected to have a Material Adverse Effect..



     5.21 Oil and Gas Contracts. Except (a) as set out on Schedule 5.21 attached hereto, and (b)
as may subsequently occur and be disclosed by Borrower in the next Compliance Certificate delivered
by Borrower after such occurrence, neither Borrower nor any other Loan Party is obligated, by
virtue of any prepayment under any contract providing for the sale by Borrower or any other Loan
Party of Hydrocarbons which contains a “take-or-pay” clause or under any similar prepayment
agreement or arrangement, including, “gas balancing agreements”, to deliver a material amount of
Hydrocarbons produced from the Borrowing Base Oil and Gas Properties at some future time without
then or thereafter receiving full payment therefor (i.e., in the case of oil, not in excess of
sixty days, and in the case of gas, not in excess of ninety days). Except (a) as set out on
Schedule 5.21 attached hereto, and (b) as may subsequently occur and be disclosed by Borrower in
the next Compliance Certificate delivered by Borrower after such occurrence, the Borrowing Base Oil
and Gas Properties are not subject to any contractual or other arrangement for the sale of crude
oil which cannot be canceled on ninety days’ (or less) notice, unless the price provided for
therein is equal to or greater than the prevailing market price in the vicinity. To the best of the
Borrower’s knowledge, the Borrowing Base Oil and Gas Properties are not subject to any regulatory
refund obligation and no facts exist which might cause the same to be imposed.



     5.22 Producing Wells. All producing wells that constitute part of the Borrowing Base Oil and
Gas Properties (a) have been, during all times that any such wells were operated by Borrower or its
Affiliates, and (b) to the knowledge of Borrower, have been at all other times, drilled, operated
and produced in conformity with all applicable Laws, are subject to no penalties on account of past
production, and are bottomed under and are producing from, and the well bores are wholly within,
the Borrowing Base Oil and Gas Properties, or on Oil and Gas Properties which have been pooled,
unitized or communitized with the Borrowing Base Oil and Gas Properties, except to the extent that
any noncompliance with the representations set out in this Section 5.22 would not have a Material
Adverse Effect.



     5.23 Purchasers of Production. The names and business addresses of the Persons who (a) have
purchased any of Borrower’s or any other Loan Party’s interests in oil and gas produced from the
Borrowing Base Oil and Gas Properties during the six calendar months preceding the Closing Date,
and (b) as of the Closing Date, are considered by Borrower or other Loan Party to be potential
future purchasers of Borrower’s interest in oil and gas produced from the Borrowing Base Oil and
Gas Properties, are identified on Schedule 5.23 attached hereto.



     5.24 Swap Contracts. Schedule 5.24, as of the date hereof, and after the date hereof, each
supplemental Schedule 5.24 sets forth, a true and complete list of all Swap Contracts of each Loan
Party, the material terms thereof (including the type, term, effective date, termination date and
notional amounts or volumes), the net mark to market value thereof, all credit support agreements
relating thereto (including any margin required or supplied) and the counterparty to each such
agreement.



					
	 	 	 	 	 
	 
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ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Revolving Commitment hereunder, or any Revolving Loan or
other Obligation (other than contingent indemnity obligations and obligations under Lender Hedging
Agreements) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding
(unless such Letter of Credit has been Cash Collateralized), each of the Borrower and the MLP
shall, and shall cause each of their Subsidiaries to:



     6.01 Financial Statements. Deliver to the Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:



     (a) as soon as available, but in any event within 90 days after the end of each fiscal year of
the MLP (beginning with the 2007 fiscal year), consolidated balance sheets of the MLP and its
Subsidiaries as at the end of such fiscal year, and the related statements of income and cash flows
for such fiscal year (provided, that if the MLP is a public company, such financial statements
shall be required to be furnished no later than the date that the MLP is required to timely file
its annual report on Form 10-K or Form 10-KSB with the Securities Exchange Commission (taking into
account any extension of time available under Rule 12b-25 under the Securities Exchange Act of
1934)), setting forth in each case in comparative form the figures for the previous fiscal year of
the MLP, if any, all in reasonable detail, audited and accompanied by a report and opinion of
Murrell, Hall, McIntosh & Co., PLLP, or other independent certified public accountants reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with
GAAP (except as otherwise noted herein) and shall not be subject to any qualifications or
exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably
acceptable to the Required Lenders;



     (b) as soon as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the MLP, an unaudited consolidated balance sheet of
the MLP and its Subsidiaries as at the end of such fiscal quarter, and the related statements of
income and cash flows for such fiscal quarter and for the portion of the MLP’s fiscal year then
ended (provided, that if the MLP is a public company, such financial statements shall be required
to be furnished no later than the date that the MLP is required to timely file its quarterly report
on Form 10-Q or Form 10-QSB with the Securities Exchange Commission (taking into account any
extension of time available under Rule 12b-25 under the Securities Exchange Act of 1934)), setting
forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year of the MLP and the corresponding portion of the previous fiscal year of the
MLP, if any, all in reasonable detail and certified by a Responsible Officer of the Borrower, as
fairly presenting in all material respects the financial condition, results of operations and cash
flows of the MLP and its Subsidiaries in accordance with GAAP (except as otherwise noted herein),
subject only to normal year-end audit adjustments and the absence of footnotes;



     (c) within 45 days after the end of each fiscal year, Borrower shall deliver a one year
projection/budget for the MLP for the year following such fiscal year.



     6.02 Certificates; Other Information. Deliver to the Administrative Agent, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:



     (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate in form of Exhibit C signed by a Responsible
Officer of the Borrower and a Responsible Officer of the MLP;



					
	 	 	 	 	 
	 
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     (b) promptly upon request, copies of each annual report, proxy or financial statement or other
report or written communication sent to the equity owners of the MLP, and copies of all annual,
regular, periodic and special reports and registration statements which the MLP may file or be
required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto;



     (c) copies of Material Agreements and any material amendment thereto; and



     (d) promptly, such additional information (that is in the possession of the Borrower or that
may be readily produced by the Borrower without undue effort or expense) regarding the business,
financial or corporate affairs of any Loan Party as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request, which information may include copies of any
detailed audit reports, if any, management letters or recommendations submitted to the board of
directors or managers (or the audit committee of the board of directors or managers) of the MLP by
independent accountants in connection with the accounts or books of the MLP or any of its
Subsidiaries, or any audit of any of them.



     6.03 Notices. Promptly notify the Administrative Agent:



     (a) of the occurrence of any Default or Event of Default, as soon as possible but in any event
within ten (10) days after Borrower has knowledge thereof;



     (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including any of the following events if such has resulted or could reasonably be
expected to result in a Material Adverse Effect: (i) breach or non-performance of, or any default
under, a Contractual Obligation of any Loan Party; (ii) any litigation, investigation by or
required by a Governmental Authority, proceeding or suspension of licenses or permits between any
Loan Party and any Governmental Authority; and (iii) any dispute, litigation, investigation or
proceeding involving any Loan Party related to any Environmental Law;



     (c) of any litigation, investigation or proceeding known to and affecting the Borrower or any
Borrower Affiliate in which (i) the amount involved exceeds (individually or collectively)
$1,000,000, or (ii) injunctive relief or other relief is sought, which could be reasonably expected
to have a Material Adverse Effect;



     (d) of any material change in accounting policies or financial reporting practices by the
Borrower or the MLP; and



     (e) written notice at least ten (10) days before any proposed (A) relocation of any Loan
Party’s principal place of business or chief executive office, (B) change of any Loan Party’s name,
identity, or corporate, partnership or limited liability company structure, (C) relocation of the
place where the books and records concerning a Loan Party’s accounts are kept, (D) relocation of
any Loan Party’s Collateral (other than delivery of inventory in the ordinary course of business to
third party contractors for processing and sales of inventory in the ordinary course of business or as permitted by any
Loan Document) to a location not described on Annex A to the Security Agreement to which such Loan
Party is a party, and (E) change of any Loan Party’s jurisdiction of organization or organizational
identification number, as applicable.



     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and stating
what action



					
	 	 	 	 	 
	 
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the Borrower has taken and proposes to take with respect thereto. Each notice pursuant
to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or
other Loan Document that have been breached.




     6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (a) the
Obligations, (b) all tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets and (c) all lawful claims which, if unpaid, would by law become a Lien upon
its property; except, in the case of clause (b) or (c), where (x) the validity thereof are being
contested in good faith by appropriate proceedings and (y) adequate reserves in accordance with
GAAP are being maintained by the appropriate Loan Party.



     6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its organization, except in
a transaction permitted by Sections 7.06 and 7.07, and (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises material to the conduct of its business,
except in a transaction permitted by Sections 7.06 and 7.07, except where the failure to do so in
each case could not reasonably be expected to have a Material Adverse Effect.



     6.06 Maintenance of Assets and Business. (a) Keep all property material to the conduct of its
business in good working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; provided that no item of operating equipment
need be repaired or replaced if the Borrower shall determine in good faith that such action is not
necessary or desirable for the continued efficient and profitable operation of the business of the
Borrower and its Subsidiaries; (b) do all things necessary to obtain, renew, extend, and continue
in effect all Authorizations which may at any time and from time to time be necessary for the
operation of its business in compliance with applicable Law, except where the failure to so
maintain, renew, extend, or continue in effect could not reasonably be expected to have a Material
Adverse Effect; and (c) use the standard of care typical in the industry in the operation and
maintenance of its facilities.



     6.07 Maintenance of Insurance. (a) Maintain with responsible insurance companies insurance with
respect to its properties and business (including business interruption insurance) against such
casualties and contingencies and of such types and in such amounts as is customary in the case of
similar businesses and which is reasonably acceptable to the Administrative Agent and will (i)
furnish to the Administrative Agent on each anniversary of the Closing Date a certificate or
certificates of insurance from the applicable insurance company evidencing the existence of
insurance required to be maintained by this Agreement and the other Loan Documents and evidencing that Administrative Agent is listed as mortgagee on property
insurance (except as to properties owned by Quest Parent or a Subsidiary of Quest Parent (other
than the MLP and its Subsidiaries) and the Administrative Agent and Lenders are additional insureds
on liability insurance, and (ii) upon request of the Administrative Agent, furnish to each Lender
at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the
nature and extent of all insurance maintained in accordance with this Section.



     (b) (i) Except as the Administrative Agent may otherwise consent to in writing, Borrower will,
and will cause each of its Subsidiaries to, forthwith upon receipt, transmit and deliver to the
Administrative Agent, in the form received, all cash, checks, drafts, chattel paper and other
instruments or writings for the payment of money (properly endorsed, where required, so that such
items may be collected by the Administrative Agent) which may be received by the Borrower at any
time in full or partial payment of amounts due under any insurance policy in an amount in excess of
$1,000,000. Except



					
	 	 	 	 	 
	 
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as the Administrative Agent may otherwise consent in writing, any such items
which may be received by the Borrower in excess of $1,000,000 will not be commingled with any other
of its funds or property, but will be held separate and apart from its own funds or property and
upon express trust for the Administrative Agent until delivery is made to the Administrative Agent.




     6.08 Compliance with Laws and Contractual Obligations. (a) Comply in all material respects with
the requirements of all Laws (including Environmental Laws) applicable to it or to its business or
property, except in such instances in which (i) such requirement of Law is being contested in good
faith or a bona fide dispute exists with respect thereto, or (ii) the failure to comply therewith
could not be reasonably expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations, except if the failure to comply therewith could not be reasonably expected
to have a Material Adverse Effect.



     6.09 Books and Records. Maintain (a) proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied (except as otherwise noted herein)
shall be made of all financial transactions and matters involving its assets and business, and (b)
maintain such books of record and account in material conformity with all applicable requirements
of any Governmental Authority having regulatory jurisdiction over it.



     6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its officers and independent public accountants, and make all
financial records and other records relating to the Borrowing Base Oil & Gas Properties available
for inspection at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice. Additionally,
Administrative Agent may, at the request of the Required Lenders, conduct or cause to be conducted
a commercial field examination of the Borrower’s and its Subsidiaries’ financial and accounting
records and Borrower shall pay the cost of such commercial field examination; provided so long as no Event of Default shall exist and be continuing, no more than one such commercial field
examination shall be undertaken at the Borrower’s expense during any period of twelve consecutive
months and the Borrower shall not be obligated to pay more than $20,000 for any such annual
commercial field examination.



     6.11 Compliance with ERISA. With respect to each Plan maintained by a Company, do each of the
following: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state Laws, (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of the Code, except to the extent that
noncompliance, with respect to each event listed above, could not be reasonably expected to have a
Material Adverse Effect



     6.12 Use of Proceeds. Use proceeds of the Facility to (i) pay the Closing Date Prepayment Amount,
(ii) finance working capital and general company purposes of the Borrower and its Subsidiaries,
including the acquisition, development, exploitation and exploration of Oil and Gas Properties,
(iii) fund Quarterly Borrower Distributions; provided that if the Utilization Percentage is equal
to or greater than 90% (or would exceed 90% after giving effect to a proposed borrowing for the
purpose of funding a



					
	 	 	 	 	 
	 
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Quarterly Borrower Distribution), then the Borrower may not use proceeds of
the Facility to fund Quarterly Borrower Distributions (or if the Utilization Percentage is less
than 90% before giving effect to the proposed borrowing, only that amount may be borrowed that
would not cause the Utilization Percentage to exceed 90% after giving effect to such borrowing),
(iv) issue Letters of Credit, and (v) pay fees, costs and expenses owed pursuant to this Agreement.




     6.13 Material Agreements. Enforce the obligations of parties to the Material Agreements, except
where such failure could not reasonably be expected to have a Material Adverse Effect.



     6.14 Guaranties. As an inducement to the Administrative Agent and Lenders to enter into this
Agreement, cause each Subsidiary and the MLP and its Subsidiaries to execute and deliver to
Administrative Agent a Guaranty executed by the Borrower’s Subsidiaries and the MLP’s Subsidiaries
(other than the Borrower), and a Guaranty executed by the MLP, each in form and substance
reasonably satisfactory to the Administrative Agent, providing for the guaranty of payment and
performance of the Obligations. In addition, within thirty (30) days after the formation or
acquisition of any Subsidiary of the Borrower or MLP, cause such Subsidiary to execute and deliver
to the Administrative Agent (a) a Guaranty in form and substance reasonably satisfactory to the
Administrative Agent, providing for the guaranty of payment and performance of the Obligations, (b)
Collateral Documents in form and substance reasonably satisfactory to the Administrative Agent
creating Liens in all Borrowing Base Oil and Gas Properties and substantially all of the personal
property of such Subsidiary and in the equity interests in such Subsidiary, subject to Permitted
Liens, and (c) certified copies of such Subsidiary’s Organization Documents and opinions of counsel
with respect to such Subsidiary and such Guaranty, and (d) such other documents and instruments as
may be required with respect to such Subsidiary pursuant to Section 6.15.



     6.15 Further Assurances; Additional Collateral; In Lieu Letters. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower or the MLP
to take such actions and to execute and deliver such documents and instruments as the
Administrative Agent shall require to ensure that the Administrative Agent or Collateral Agent on
behalf of the Secured Parties shall, at all times, have received currently effective duly executed
Loan Documents granting Liens and security interests in all Borrowing Base Oil and Gas Properties
and in substantially all of the personal property of the MLP and each Subsidiary of the Borrower
and the MLP, including all capital stock, partnership, joint venture, membership interests, or
other equity interests except for (i) any motor vehicle or other equipment that has a certificate
of title and a fair market value of less than $50,000, (ii) Excluded Assets, and (iii) those
properties and assets as to which the Administrative Agent shall determine in its sole discretion
(in consultation with the Borrower) that the costs of obtaining such security interest are
excessive in relation to the value of the security to be afforded thereby.



     (b) In connection with the actions required pursuant to the foregoing subsection (a), the
Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute
and deliver such stock certificates, blank stock powers, evidence of corporate authorization,
opinions of counsel, current valuations, evidence of title, and other documents, and shall use
commercially reasonable efforts to obtain third party consents, as shall be reasonably requested by
the Administrative Agent, in each case in form and substance reasonably satisfactory to the
Administrative Agent.



     (c) The Liens required by this Section 6.15 shall be first priority Liens in favor of the
Administrative Agent or Collateral Agent for the benefit of the Secured Parties, subject to no
other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by
this Section 6.15



					
	 	 	 	 	 
	 
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shall be perfected Liens in favor of the Administrative Agent or Collateral Agent
for the benefit of the Secured Parties in all collateral to the extent perfection has or will occur
by (i) the filing of a Uniform Commercial Code financing statement in the relevant jurisdiction,
(ii) filing or recording a mortgage in real property records of the county in which such real
property or fixtures is located, (iii) possession or control or (iv) the notation on a certificate
of title. If the Administrative Agent shall determine that, as of any date, the Borrower or the
MLP shall have failed to comply with this Section 6.15, the Administrative Agent may (and at the
direction of the Required Lenders, shall) notify the Borrower in writing of such failure and,
within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall
execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form
and substance satisfactory to the Administrative Agent and its counsel, securing payment of the
Revolving Notes and the other Obligations and covering additional assets and properties not then
encumbered by any Loan Documents (together with such other information, as may be requested by the
Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the
Administrative Agent) such that the Administrative Agent shall have received currently effective
duly executed and perfected Collateral Documents encumbering substantially all of the assets of the
MLP, Borrower and their respective Subsidiaries as required by Section 6.15(a).




     (d) If an Event of Default exists and is continuing, Borrower agrees to deliver and to cause
each other Loan Party to deliver, whenever requested by Administrative Agent, in its sole and
absolute discretion, transfer orders or letters in lieu thereof with respect to the production and
proceeds of production from the Borrowing Base Oil and Gas Properties, in form and substance
satisfactory to Administrative Agent.



     6.16 Title Defects. Cure any title defects to the Borrowing Base Oil and Gas Properties
material in value, in the reasonable opinion of the Administrative Agent, within ninety days after receipt of written notice thereof from Administrative Agent
and, in the event any title defects are not cured in a timely manner, pay all related costs and
fees reasonably incurred by the Administrative Agent for the account of the Lenders to do so;
provided the Borrower may remove any of its Oil and Gas Properties from the Borrowing Base Oil and
Gas Properties so long as the Indebtedness evidenced by the Revolving Notes is less than or equal
to the Borrowing Base (determined by the Lenders in accordance with Section 2.02 exclusive of such
Oil and Gas Properties). In the event that the Borrower is unable to cure a title defect, Borrower
shall have the ability to substitute additional collateral; provided that Borrower’s ability to
substitute such collateral is subject to the full satisfaction of the Administrative Agent,
including, without limitation in full compliance with the requirements described in Section 2.02.
Furthermore, after identification and prior to the cure of any such title defect, the
Administrative Agent may, subject to approval of the Required Lenders, and must, upon the request
of the Required Lenders, redetermine the Borrowing Base to reflect the amount of such title defect.



     6.17 Leases. Keep and continue all material Leases comprising the Borrowing Base Oil and Gas
Properties and related contracts and agreements relating thereto in full force and effect in
accordance with the terms thereof and not permit the same to lapse or otherwise become impaired for
failure to comply with the obligations thereof, whether express or implied; provided, however, that
this provision shall not prevent the Borrower or any other Loan Party from abandoning and releasing
any such Leases upon their termination as the result of cessation of production in paying
quantities that did not result from the Borrower’s or any other Loan Party’s failure to maintain
such production as a reasonably prudent operator. Subject to approval by the Administrative Agent,
Borrower and each Loan Party shall have the right to replace Leases that lapse or become impaired.



					
	 	 	 	 	 
	 
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     6.18 Operation of Borrowing Base Oil and Gas Properties. Operate or, to the extent that the
right of operation is vested in others, exercise all reasonable efforts to require the operator to
operate the Borrowing Base Oil and Gas Properties and all wells drilled thereon and that may
hereafter be drilled thereon, continuously and in a prudent and workmanlike manner and in
accordance with all Laws of the state in which the Borrowing Base Oil and Gas Properties are
situated and the United States, as well as all rules, regulations, and Laws of any Governmental
Authority having jurisdiction to regulate the manner in which the operation of the Borrowing Base
Oil and Gas Properties shall be carried on, and comply with all terms and conditions of the Leases
it now holds, and any assignment or contract obligating the Borrower or any other Loan Party in any
way with respect to the Borrowing Base Oil and Gas Properties, except for any such non-compliance
that would not have a Material Adverse Effect; but nothing herein shall be construed to empower the
Borrower to bind the Administrative Agent or any Lender to any contract obligation, or render the
Administrative Agent or any Lender in any way responsible or liable for bills or obligations
incurred by the Borrower or any other Loan Party.



     6.19 Change of Purchasers of Production. Concurrently with the delivery of (and as part of)
the annual Compliance Certificate, and at any other time that the Administrative Agent may
reasonably request in writing, the Borrower shall notify the Administrative Agent in writing of the
identity and address of each Person who: (a) has purchased any of the Borrower’s or any other Loan
Party’s interests in oil and gas produced from the Borrowing Base Oil and Gas Properties during the
six calendar months preceding such anniversary of the Closing, and (b) are considered by Borrower
or another Loan Party to be potential future purchasers of Borrower’s or any other Loan Party’s interest in oil and gas produced from the Borrowing Base
Oil and Gas Properties.



     6.20 Fiscal Year. The MLP shall maintain its December 31 fiscal year end.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Revolving Commitment hereunder, or any Revolving Loan or
other Obligations (other than contingent indemnity obligations and obligations under Lender Hedging
Agreements) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding
(unless such Letter of Credit has been Cash Collateralized), each of the MLP and the Borrower agree
that they shall not, nor shall they permit any of their respective Subsidiaries to, directly or
indirectly:



     7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of its Borrowing Base Oil
and Gas Properties, or any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:



     (a) Liens pursuant to any Loan Document;



     (b) Liens existing on the Closing Date and listed on Schedule 7.01 to this Agreement and any
renewals or extensions thereof; provided that the property covered thereby is not increased, the
amount of the Indebtedness secured thereby is not increased, and any renewal or extension of the
obligations secured or benefited thereby is permitted under this Agreement;




					
	 	 	 	 	 
	 
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     (c) Liens for taxes, assessments, or other governmental charges or levies not yet due or which
are being contested in good faith and by appropriate proceedings, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP;



     (d) landlord’s, royalty owner’s, supplier’s, constructor’s, operator’s, vendor’s, carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business or which are incident to the exploration, development, operation and maintenance
of the Borrowing Base Oil and Gas Properties not overdue for a period of more than 30 days or which
are being contested in good faith and by appropriate proceedings, if adequate reserves with respect
thereto are maintained on the books of the applicable Person;



     (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation;



     (f) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case incurred in the ordinary course of business;



     (g) easements, rights-of-way, restrictions, servitudes, permits, conditions, covenants,
exception or reservations and other similar encumbrances, defects, irregularities and deficiencies
in title affecting real property which, in the aggregate, are not substantial in amount, and which
do not in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;



     (h) judgment Liens not giving rise to an Event of Default;



     (i) any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition
thereof by the MLP, the Borrower or any of their respective Subsidiaries; provided that (i) no such
Lien shall be extended to cover property other than the asset being acquired, and (ii) such Lien
was not created in contemplation of or in connection with such acquisition;



     (j) Liens securing Capital Lease obligations; provided that the Indebtedness in respect of
such Capital Lease obligations is permitted under Section 7.04(f);



     (k) purchase money Liens upon or in any property acquired, constructed or improved by Borrower
or any of its Subsidiaries (placed on such property at the time of such acquisition or the
completion of the construction or improvement or within 90 days thereafter) to secure the deferred
portion of the purchase price of such property or to secure Indebtedness incurred to finance the
acquisition, construction or improvement of such property; provided that (i) no such Lien shall be
extended to cover property other than the property being acquired, constructed or improved and (ii)
the Indebtedness thereby secured is permitted by Section 7.04(e);



     (l) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a
Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease
or sublease; provided, that the rent under such lease or sublease is not then overdue and the
Borrower or Subsidiary is in material compliance with the terms and conditions thereof;



     (m) any interest or title of a lessor under any lease entered into by the Borrower or any
Subsidiary in the ordinary course of its business and covering only the assets so leased, and any
interest of



					
	 	 	 	 	 
	 
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a landowner in the case of easements entered into by the Borrower or any of its
Subsidiaries in the ordinary course of its business and covering only the property subject to the
easement;




     (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed
money) under operating, reciprocal easement or similar agreements entered into in the ordinary
course of business of the Borrower and its Subsidiaries;



     (o) licenses of patents, trademarks and other intellectual property rights granted by the
Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any
material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries;



     (p) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit
accounts or other funds maintained with a creditor depository institution;



     (q) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or
component parts thereof attaching to or required to be attached to property or assets pursuant to
the terms of any mortgage, pledge agreement, security agreement or other similar instrument,
creating a Lien upon such property or asset otherwise permitted under this Section;



     (r) Liens securing an obligation of a third party neither created, assumed nor Guaranteed by
the Borrower or any Subsidiary upon lands over which easements or similar rights are acquired by
the Borrower or any Subsidiary in the ordinary course of business of the Borrower or any
Subsidiary;



     (s) the rights of the investors under that certain Investors’ Rights Agreement, dated as of
December 22, 2006 by and among the MLP, the General Partner, Quest Parent and the investors named
therein;



     (t) any Liens arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section,
provided that such Indebtedness is not increased except for increases in an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such extension, renewal, refinancing, or replacement and in an amount equal to any
existing commitments unutilized thereunder, and is not secured by any additional assets;



     (u) Liens incurred in the ordinary course of business in connection with margin requirements
under Swap Contracts not to exceed in the aggregate $2,000,000 at any time outstanding;



     (v) contractual Liens which arise in the ordinary course of business under operating
agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases,
farm-out agreements, division orders, contracts for sale, purchase, transportation or exchange of
oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest
agreements, royalty and overriding royalty agreements, marketing agreements, processing agreements,
net profits agreements, development agreements, gas balancing or deferred production agreements,
injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic
or other geophysical permits or
agreements, and other agreements which are usual and customary in the oil and gas business and are
for claims which are not delinquent;



     (w) Rights reserved to or vested in a Governmental Authority having jurisdiction to control or


 
					
	 	 	 	 	 
	 
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regulate any Oil and Gas Property in any manner whatsoever and all laws of such Governmental
Authorities, so long as the Borrower and its Subsidiaries are in compliance with all such laws,
except for any non-compliance that would not result in a Material Adverse Effect;



     (x) consents to assignment and similar contractual provisions affecting an Oil and Gas
Property to the extent, and only to the extent, such consents are not affected by or required for
the execution, delivery, performance and enforcement of any Loan Document;



     (y) preferential rights to purchase and similar contractual provisions affecting an Oil and
Gas Property to the extent, and only to the extent, such consents are not affected by delivery of
any Loan Document or, if affected, have been waived; and



     (z) all defects and irregularities affecting title to an Oil and Gas Property that could not
operate to reduce the net revenue interest of the Borrower and its Subsidiaries for such Oil and
Gas Property (if any), increase the working interest of the Borrower and its Subsidiaries for such
Oil and Gas Property (if any) without a corresponding increase in the corresponding net revenue
interest, or otherwise interfere materially with the operation, value or use of such Oil and Gas
Property or cause a Material Adverse Effect.



     7.02 Investments. Make or own any Investments, except:



     (a) Investments existing on the Closing Date and listed in Section (b) of Schedule 5.13;



     (b) Cash Equivalents;



     (c) Investments constituting Indebtedness permitted under Section 7.04(b);



     (d) Investments (i) by the MLP in the Borrower, (ii) by the Borrower or any other Loan Party
in Subsidiaries formed to acquire Oil and Gas Properties from Quest Parent or any of its
Subsidiaries, and (iii) resulting from the Borrower’s or any other Loan Party’s acquisition of
equity interests in a Person primarily engaged in the ownership of Oil and Gas Properties;



     (e) Investments by the Borrower and its Subsidiaries in any Subsidiary of the Borrower that,
prior to such Investment, is a Guarantor and Investments by Subsidiaries in the Borrower;



     (f) acquisitions by the Borrower or its Subsidiaries of Oil and Gas Properties;



     (g) Guarantees of Indebtedness permitted under Section 7.04;



     (h) Swap Contracts permitted under Section 7.03;



     (i) Investments consisting of extensions of credit, including without limitation, in the
nature of accounts receivable, arising from the grant of trade credit or prepayments or similar
transactions entered into in the ordinary course of business and investments by the Borrower or any
Subsidiary in satisfaction or partial satisfaction thereof from financially troubled account
debtors to prevent or limit financial loss;



     (j) endorsements for collection or deposit in the ordinary course of business; and


 
					
	 	 	 	 	 
	 
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     (k) Investments not otherwise permitted by this Section 7.02 in an aggregate amount not to
exceed $5,000,000 at anytime outstanding.



     7.03 Hedging Agreements.



     (a) Enter into any Swap Contracts other than in the ordinary course of business for the
purpose of protecting against fluctuations in interest rates, commodity prices, or foreign exchange
rates and not for purposes of speculation; provided:



          (i) that the Swap Contract shall not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the defaulting party;




          (ii) if the Swap Contract relates to Hydrocarbons, Borrower enters into such Swap Contract
with or through a counterparty that has a credit rating of at least “A-” by S&P or “A3” by Moody’s;




          (iii) such Swap Contracts relating to Hydrocarbons cover monthly notional volumes of
Hydrocarbons that do not exceed the greater of (i) ninety percent (90%) of Borrower’s forecasted
oil and gas production for the next five years for each of Borrower’s crude oil and natural gas
properties calculated separately, from Proved Developed Producing Reserves, and (ii) eighty-five
percent (85%) of forecasted production for the next five years from total Proved Reserves and
seventy-five percent (75%) of forecasted production from total Proved Reserves thereafter (such
amounts computed on an annual basis and applied to crude oil and natural gas properties calculated
separately); provided that the aggregate amount of all such Swap Contracts shall not exceed one
hundred percent (100%) of actual oil or gas production, calculated separately, in any given month
(or if as a result of a force majeure event the foregoing limitations are breached, then in any
given three consecutive month period); provided further that the foregoing limitations shall not
apply to Swap Contracts in existence on the Closing Date provided Borrower promptly undertakes to
unwind such existing Swap Contracts and such unwinding is completed by March 31, 2008;




          (iv) that where only annual volumes are presented in the Reserve Report, monthly volumes will
be calculated by dividing the applicable volumes by the number of months covered by the Reserve
Report for the applicable year; and




          (v) the foregoing limitations on Swap Contracts do not apply to “put” contracts.




     7.04 Indebtedness.



     Create, incur, or assume any Indebtedness except:



     (a) Indebtedness incurred pursuant to the Loan Documents;



     (b) Indebtedness owed by a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary or by
the Borrower to a Wholly-Owned Subsidiary of the Borrower; provided, that, in each such case such
Indebtedness is evidenced by a promissory note which has been pledged to secure the Obligations and
is in the possession of the Administrative Agent or Collateral Agent;



     (c) intentionally deleted;



					
	 	 	 	 	 
	 
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     (d) obligations (contingent or otherwise) of the Borrower, the MLP or any Subsidiary existing
or arising under any Swap Contract to the extent permitted by Section 7.03;



     (e) Indebtedness of the MLP, the Borrower and their respective Subsidiaries in respect of
purchase money obligations for fixed or capital assets within the limitations set forth in Section
7.01(k); provided, however, that the aggregate amount of such Indebtedness at any one time
outstanding shall not exceed $5,000,000;



     (f) Indebtedness of the MLP, the Borrower or any of their respective Subsidiaries in respect
of Capital Lease obligations; provided that, such Capital Lease obligations will not require the
payment of an aggregate amount in excess of $4,000,000 annually;



     (g) Indebtedness consisting of surety bonds that the Borrower or any Subsidiary is required to
obtain in order to comply with applicable Law or the requirements of any Governmental Authority;



     (h) Indebtedness secured by any Lien permitted under Section 7.01(i); provided, however, that
the aggregate amount of such Indebtedness at any one time outstanding shall not exceed $5,000,000;
and



     (i) other Indebtedness of the MLP, the Borrower and their respective Subsidiaries not to
exceed $5,000,000 in the aggregate principal amount outstanding at any time; and



     (j) Indebtedness associated with bonds, surety obligations or sinking funds required by any
Governmental Authority or operators in connection with the operation of Oil and Gas Properties;



provided, that if any Indebtedness is incurred pursuant to this Section 7.04, immediately after
such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist.



     7.05 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for any
property under operating leases or agreements to lease, except for operating leases (or Capital
Lease obligations) entered into or assumed by the MLP, the Borrower or any of their respective
Subsidiaries prior to the date hereof or after the date hereof in the ordinary course of business;
provided that, such other operating leases (or Capital Lease Obligations) will not require the
payment of an aggregate amount of payments in excess of (excluding
escalations resulting from a rise in the consumer price or similar index) $2,000,000 annually,
exclusive of expenses for maintenance, repairs, insurance, taxes, assessments and similar changes.



     7.06 Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into, or convey,
transfer, lease or otherwise Dispose of (whether in one transaction or in a series of related
transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to
or in favor of any Person; except that, so long as no Default or Event of Default exists or would
result therefrom:



     (a) any Person may dissolve or liquidate or merge into the Borrower; provided that in the case
of a merger the Borrower is the surviving entity;



     (b) any Subsidiary may dissolve or liquidate or merge with (i) the Borrower; provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries;
provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned
Subsidiary shall be the continuing or surviving Person;


 
					
	 	 	 	 	 
	 
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     (c) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation
or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a
transaction is a Wholly-Owned Subsidiary, then the purchaser must also be a Wholly-Owned
Subsidiary; and



     (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any
Subsidiary; provided that such Subsidiary is the surviving entity.



     7.07 Dispositions.



     Make any Disposition or enter into any agreement to make any Disposition, except:



     (a) Dispositions by the MLP, the Borrower or any of their respective Subsidiaries of
Hydrocarbons in the ordinary course of business for fair market value;



     (b) Dispositions of property by any Subsidiary to the Borrower, or by any Subsidiary or by the
Borrower, to a Wholly-Owned Subsidiary that is a Guarantor;



     (c) Dispositions of equipment or real property for fair market value to the extent that (i)
such property is exchanged for credit against the purchase price of similar replacement property,
or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of
such replacement property;



     (d) other Dispositions for fair market value; provided no Default or Event of Default then
exists or arises as a result thereof; and provided that if the Disposition is for cash and a
prepayment is required by Section 2.04(c), the Borrower shall make such prepayment in accordance
with such Section;



     (e) Dispositions of property that is no longer commercially viable to maintain or is obsolete,
surplus or worn-out property; or



     (f) Dispositions permitted under Section 7.06.



     7.08 Restricted Payments; Distributions and Redemptions. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:



     (a) each Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned
Subsidiaries of the Borrower;



     (b) the Borrower may declare, make or incur a liability to make Quarterly Borrower
Distributions to the MLP and payments of Distribution Equivalent Amounts; provided, that at the
time each such Quarterly Borrower Distribution is made no Event of Default exists or would result
therefrom; provided further, that at the time each such Quarterly Borrower Distribution is made no
Borrowing Base Deficiency exists; and



     (c) the MLP may declare, make or incur a liability to make payments of Distribution Equivalent
Amounts and Quarterly MLP Distributions of Available Cash (as defined in the Partnership Agreement
(MLP)) to the extent such Quarterly MLP Distributions in any fiscal quarter do not exceed, in the
aggregate, the Available Cash (as defined in the Partnership Agreement (MLP)) for the immediately
preceding fiscal quarter and are made in accordance with the Partnership Agreement (MLP); provided,
that at the time each such Quarterly MLP Distribution is made no Default or Event of Default exists
or


 
					
	 	 	 	 	 
	 
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would result therefrom; provided further, that at the time each such Quarterly MLP Distribution
is made no Borrowing Base Deficiency exists.



     7.09 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c)
of ERISA, or knowingly permit any Plan maintained by a Company to: (a) engage in any non-exempt
"prohibited transaction” (as defined in Section 4975 of the Code); (b) fail to comply with ERISA or
any other applicable Laws; or (c) incur any material “accumulated funding deficiency” (as defined
in Section 302 of ERISA), which, with respect to each event listed above, could be reasonably
expected to have a Material Adverse Effect.



     7.10 Nature of Business; Risk Management. Engage in any line of business other than exploration,
production and marketing of Hydrocarbons and related activities. In addition to the foregoing, the
MLP may not engage in any business other than the ownership of the Borrower and the operation of
the MLP. Without the written approval of the Administrative Agent, neither the Borrower nor the
MLP may materially change its risk management policy.



     7.11 Transactions with Affiliates. Sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (i) transactions between or among the MLP, the
Borrower and its Wholly-Owned Subsidiaries not involving any other Affiliate, (ii) any Restricted
Payment permitted by Section 7.08, (iii) transactions pursuant to the Material Agreements, the
Partnership Agreement (MLP) or the Amended and Restated Limited Liability Company Agreement of the
General Partner dated as of November ___, 2007, and (iv) in the ordinary course of business at
prices and on terms and conditions not less favorable to the MLP, the
Borrower or such Subsidiary, as applicable, than could be obtained on an arm’s length basis from
unrelated third parties.



     7.12 Burdensome Agreements. Enter into any Contractual Obligation that limits the ability of any
Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the
Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by
applicable Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such
sale is permitted hereunder, and (iii) the foregoing shall not apply to restrictions and conditions
contained in the documentation evidencing any Indebtedness permitted hereunder. Notwithstanding the
foregoing, (i) documents governing a Capitalized Lease or a purchase money Lien permitted by
Sections 7.01(j) and (k) may prohibit other Liens on the asset encumbered by such Lien.



     7.13 Use of Proceeds. Use the proceeds of any Revolving Loan for purposes other than those
permitted by Section 6.12, or use the proceeds of any Revolving Loan, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.



     7.14 Material Agreements. Permit (a) any amendment to any Borrower Organization Document or any
Material Agreement, if such amendment could reasonably be expected to (y) have a Material Adverse
Effect on the ability of the Borrower or any Guarantor to perform its obligations under the Loan
Documents to which it is a party or (z) otherwise materially adversely affect the Lenders, or (b)
any assignment of any Material Agreement if such assignment could reasonably be expected to
materially


 
					
	 	 	 	 	 
	 
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adversely affect the Lenders or have a Material Adverse Effect on the ability of the
Borrower or any other Loan Party to perform its obligations under the Loan Documents to which it is
a party.



     7.15 Pooling or Unitization. Voluntarily pool or unitize all or any part of the Borrowing Base Oil
and Gas Properties where the pooling or unitization would result in any material diminution of the
Borrower’s or any other Loan Party’s net revenue interest in production from the pooled or unitized
lands, without the Required Lenders’ prior consent, which will not be unreasonably withheld. Any
unitization, pooling or communitization or other action or instrument in violation of this Section
7.15 shall be of no force or effect against any Lender.



     7.16 Financial Covenants.



     (a) Current Ratio. Permit the ratio (calculated based on the Compliance Certificate most
recently delivered pursuant to Section 6.02(a)) of the MLP’s consolidated current assets (including
the unused amount of the Borrowing Base, but excluding non-cash assets under FAS 133) to
consolidated current liabilities (excluding non-cash obligations under FAS 133, asset and asset
retirement obligations and current maturities of Indebtedness under this Agreement) at any fiscal
quarter-end, commencing with
the quarter-ended December 31, 2007, to be less than 1.0 to 1.0; provided, however, that for
purposes of this covenant, current assets and current liabilities shall exclude mark-to-market
values of Swap Contracts, to the extent such values are included in current assets and current
liabilities.



     (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio at any fiscal quarter-end,
commencing with the quarter-ended December 31, 2007, to be less than 2.5 to 1.0 measured on a
rolling four quarter basis; provided that for the periods ending December 31, 2007, March 31, 2008,
June 30, 2008 and September 30, 2008, such calculations shall be done on a pro forma basis.



     (c) Leverage Ratio. Permit the Leverage Ratio at any fiscal quarter-end, commencing with the
quarter-ended December 31, 2007, to be greater than 3.5 to 1.0 measured on a rolling four quarter
basis; provided that for the periods ending December 31, 2007, March 31, 2008, June 30, 2008 and
September 30, 2008, such calculations shall be done on a pro forma basis.



     For the purposes of calculating Adjusted Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the
covenants set forth in this Section 7.16 (which calculation shall, in all respects, be acceptable
to, and approved by the Administrative Agent), (i) if at any time after the first day of such
Reference Period the MLP or any Subsidiary shall have made any Material Disposition, the Adjusted
Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Adjusted
Consolidated EBITDA (if positive) attributable to the Oil and Gas Property that is the subject of
such Material Disposition for such Reference Period and (ii) if at any time after the first day of
such Reference Period the MLP or any Subsidiary shall have made a Material Acquisition, Adjusted
Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of such Reference Period.



     Except as otherwise indicated, the ratios set out above shall be calculated at the end of each
reporting period for which this Agreement requires Borrower to deliver financial statements
pursuant to Sections 6.01(a) and 6.01(b), using the results of the twelve-month period ending with
that reporting period.


 
					
	 	 	 	 	 
	 
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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Any of the following shall constitute an Event of Default:



     (a) Non-Payment . The Borrower fails to pay (i) when and as required to be paid
herein, any amount of principal of any Revolving Loan or any L/C Obligation or (ii) within three
Business Days after the same becomes due, any interest on any Revolving Loan, any L/C Obligation,
any commitment or other fee due hereunder, or any other amount payable hereunder or under any other
Loan Document; or



     (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant
or agreement contained in any of Section 6.03(a), 6.05 (with respect to the Borrower’s existence),
6.10, 6.12, or Article VII; or



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part
to be performed or observed and such failure continues for 30 days after the date notice has been
given to the Borrower by the Administrative Agent or a Lender; or



     (d) Representations and Warranties. Any representation or warranty made or deemed
made by the Borrower or any other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith proves to have been incorrect in any material respect
when made or deemed made; or



     (e) Cross-Default. (i) The Borrower or any Borrower Affiliate (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guaranty Obligation in respect of Indebtedness (other
than Indebtedness under Swap Contracts) having an aggregate principal amount (or, in the case of a
Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or
available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than (individually or collectively) $5,000,000, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or Guaranty
Obligation in respect of Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness, the lessor under such
Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a
trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty
Obligation to become payable or cash collateral in respect thereof to be demanded; provided that
this clause (e)(i)(B) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness; or (ii) (A) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from any event of default under such Swap Contract as to which the Borrower or any
Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap
Termination Value owed by the Borrower or any Borrower Affiliate as a result thereof is greater
than (individually or collectively) $5,000,000, or (B) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from any Termination Event (as
so defined) under such Swap Contract as to which the Borrower or any Borrower Affiliate is an
Affected Party (as so defined) and the Early Termination Amount owed by the Borrower and Borrower
Affiliate as a result thereof is greater than


 
					
	 	 	 	 	 
	 
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(individually or collectively) $5,000,000 and such
amount is not paid when due under such Swap Contract; or



     (f) Insolvency Proceedings, Etc. (i) The Borrower or any Borrower Affiliate
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes
an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property or takes any action to effect any of the foregoing; or
(ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or (iii) any proceeding under any Debtor Relief Law
relating to any such Person or to all or any part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60 calendar days,
or an order for relief is entered in any such proceeding; or



     (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Borrower Affiliate
becomes unable or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against property which is a material part of the property of the Borrower and its
Subsidiaries taken as a whole, and is not released, vacated or fully bonded within 45 days after
its issue or levy; or



     (h) Judgments. There is entered against the Borrower or any Borrower Affiliate (i) a
final non-appealable judgment or order for the payment of money in an aggregate amount exceeding
(individually or collectively) $5,000,000 (to the extent not covered by third-party insurance as to
which the insurer does not dispute coverage), or (ii) any non-monetary final non-appealable
judgment that has or could reasonably be expected to have a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and is
not released, vacated or fully bonded within 60 days after its attachment or levy; or (B) there is
a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or



     (i) ERISA. (i) If the Borrower, any Borrower Affiliate or any of their ERISA
Affiliates maintains any Pension Plan or any Multiemployer Plan, an ERISA Event occurs with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower or any Borrower Affiliate under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000, or
(ii) if there is any Multiemployer Plan, the Borrower, any Borrower Affiliate or any ERISA
Affiliate thereof fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $1,000,000; or



     (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than the agreement of all the Lenders or termination of all
Revolving Commitments and satisfaction in full of all the Obligations, ceases to be in full force
and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any material respect; or any Loan Party denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any
Loan Document; provided, however, that the foregoing shall not apply to the Guaranty and other
Collateral Documents of any Subsidiary that is Disposed of by the Borrower in accordance with the
provisions of this Agreement; or


 
					
	 	 	 	 	 
	 
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     (k) Change of Control. There occurs any Change of Control; or



     (l) Dissolution. The Borrower or any Borrower Affiliate shall dissolve, liquidate, or
otherwise terminate its existence, except as permitted in Section 7.06; or



     (m) Material Agreements. (i) Termination of any Material Agreement, or any material
provision of any of the foregoing if such termination could reasonably be expected to have a
Material Adverse Effect and such agreement or provision is not replaced (prior to such cessation)
in a manner satisfactory to the Administrative Agent; or (ii) default by any Person in the
performance or observance of
any material term of any Material Agreement which is not cured within the applicable cure
period specified in such Material Agreement, if such default could reasonably be expected to have a
Material Adverse Effect; or



     (n) Collateral; Impairment of Security, etc. (i) Any provision of any Loan Document
shall for any reason cease to be valid and binding on or enforceable against a Loan Party or any
Loan Party shall so state in writing or bring an action to limit its obligations or liabilities
thereunder; or (ii) any Collateral Document shall for any reason (other than pursuant to the terms
thereof) cease to create a valid security interest in the Collateral purported to be covered
thereby or such security interest shall for any reason (other than as permitted herein or in any
Collateral Document) cease to be a perfected and first priority security interest subject to
Permitted Liens; provided, however, that the foregoing shall not apply to the Guaranty and other
Collateral Documents of any Subsidiary that is Disposed of by the Borrower in accordance with the
provisions of this Agreement.



     (o) Borrowing Base Deficiency. If any Borrowing Base Deficiency continues to exist
beyond the applicable time periods permissible under Section 2.04 and prior to the expiration of
which Borrower elected to cure such Borrowing Base Deficiency.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders:



     (a) declare the Revolving Commitment of each Lender to make Revolving Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving
Commitments and obligations shall be terminated;



     (b) declare the unpaid principal amount of all outstanding Revolving Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrower;



     (c) declare that an amount equal to the then Outstanding Amount of all L/C Obligations be
immediately due and payable by the Borrower, without presentment, demand, protest, notice of intent
to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrower, and require that the Borrower deliver such payments to the
Administrative Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and



     (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;


  
					
	 	 	 	 	 
	 
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provided, however, that upon the occurrence of any event specified in subsection (f) of Section
8.01, the obligation of each Lender to make Revolving Loans and any obligation of the L/C Issuer to
make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Revolving Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and an amount equal to the then Outstanding Amount of all L/C Obligations
shall be deemed to be forthwith due
and owing by the Borrower to the L/C Issuer and the Lenders as of the date of such occurrence and
the Borrower’s obligation to pay such amounts shall be absolute and unconditional, without regard
to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion
of such amount under the terms of a Letter of Credit and, to the fullest extent permitted by
applicable Law, shall not be subject to any defense or be affected by a right of set-off,
counterclaim or recoupment which the Borrower may now or hereafter have against any such
beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other Person for any
reason whatsoever. Such payments shall be delivered to and held by the Administrative Agent as
cash collateral securing the L/C Obligations.



     8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or
after the Revolving Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by the
Administrative Agent as set forth in Section 2.11(d).



ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authorization of Agents; Lender Hedging Agreements. (a) Each Lender hereby
irrevocably (subject to Section 9.10) appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender or Participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to the Administrative Agent or Collateral Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.



     (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith until such time (and except for so long) as the
Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer
with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and the application and agreements for letters of credit pertaining to
the Letters of Credit as fully as if the


  
					
	 	 	 	 	 
	 
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term “Administrative Agent” as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the L/C Issuer.



     (c) To the extent any Lender or any Affiliate of a Lender is a party to a Lender Hedging
Agreement and accepts the benefits of the Liens in the Collateral arising pursuant to the
Collateral Documents, such Lender (for itself and on behalf of any such Affiliates) shall be deemed
(i) to appoint the Administrative Agent and Collateral Agent, as its nominee and agent, to act for
and on behalf of such Lender or Affiliate thereof in connection with the Collateral Documents and
(ii) to be bound by the terms of this Article IX.



     9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents (including the Collateral Agent),
employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties. Neither the Administrative Agent nor
Collateral Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.



     9.03 Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of
Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the
case may be, may agree upon a course of action for the enforcement of the rights of the Lenders;
and the Administrative Agent shall be entitled to refrain from taking any action (without incurring
any liability to any Person for so refraining) unless and until the Administrative Agent shall have
received instructions from Required Lenders. All rights of action under the Loan Documents and all
right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or
Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral
Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent
(or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other
Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect
to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the
Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower
or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable
benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable).
Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or
obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of
each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable).



     (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to
enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with
respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into,
hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such
agreements and Collateral Documents).



     (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is
required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance
with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power
set forth herein or therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all of the Lenders.



 
					
	 	 	 	 	 
	 
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     (d) The Administrative Agent and Collateral Agent are each hereby authorized on behalf of the
Lenders, without the necessity of any notice to or further consent from any Lender, from time to
time to take any action with respect to any Collateral or Collateral Documents which may be
necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the
Collateral Documents.



     (e) Neither the Administrative Agent nor the Collateral Agent shall have any obligation
whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by
any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted
to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly
or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any
particular priority, or to exercise at all or in any particular manner or under any duty of care,
disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the
Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral
Documents; it being understood and agreed that in respect of the Collateral, or any act, omission,
or event related thereto, the Administrative Agent may act in any manner it may deem appropriate,
in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of
the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any
Lender, other than to act without gross negligence or willful misconduct and the same shall apply
to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent.



     (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent,
at its option and in its discretion, to release any Lien granted to or held by the Administrative
Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned
an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property
leased or granted to an Obligor under a lease, easement or right-of-way which has expired or been
terminated in a transaction permitted under the Loan Document or is about to expire and which has
not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument
evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of
the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the
Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon
Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in
writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent)
at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s)
authority to release particular types or items of Collateral pursuant to this Section 9.03.



     (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby
irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full
power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into
Collateral Documents (including, without limitation, any appointments of substitute trustees under
any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral
Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of
release or to take other action necessary to release Liens upon any Collateral to the extent
authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively,
construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral
Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The
powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be
exercised by the Administrative Agent or Collateral Agent through any
Person who, at the time of the execution of a particular instrument, is an officer of the
Administrative


   
					
	 	 	 	 	 
	 
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Agent or Collateral Agent (or any Person acting on behalf of the Administrative
Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred
by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable
consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any
part thereof, shall remain unpaid or the Lenders have any Revolving Commitment hereunder.



     9.04 Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any
manner to any Lender or Participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in, or received by
Administrative Agent or Collateral Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens
purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability,
existence, value or sufficiency of any collateral security, or to make any inquiry respecting the
performance by the Borrower of its obligations hereunder or under any other Loan Document, or for
any failure of any Loan Party or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or
Participant to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party or any Affiliate thereof.



     9.05 Reliance by Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, facsimile, electronic mail message
or telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders or all the Lenders, if required hereunder, and such
request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and Participants. Where this Agreement expressly permits or prohibits an action unless the
Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances,
the Administrative Agent may, but shall not be required to, initiate any solicitation for the
consent or a vote of the Lenders.



     (b) For purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has funded its Pro Rata Share of the Borrowing(s) on the Closing Date (or, if there is
no Borrowing made on such date, each Lender other than Lenders who gave written objection to the
Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter either sent by the Administrative Agent to
such Lender


  
					
	 	 	 	 	 
	 
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for consent, approval, acceptance or satisfaction, or required hereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.



     9.06 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a
Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders
of its receipt of any such notice. The Administrative Agent shall take such action with respect to
such Default or Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent has received any
such direction, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Lenders.



     9.07 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment
or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their
respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to the Borrower hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the
other Loan Parties. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come
into the possession of any Agent Related Person.



     9.08 Indemnification of Agents.
Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan
Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless
each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable
judgment by a court of competent jurisdiction to have been caused primarily by such Agent-Related
Person’s own gross negligence or willful misconduct; provided, however, it being agreed by all
Lenders that no action taken in accordance with the directions of the Required Lenders shall be


  
					
	 	 	 	 	 
	 
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deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and costs and
expenses in connection with the use of Intralinks, Inc. or other similar information transmission
systems in connection with this Agreement) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section
shall survive termination of the Revolving Commitments, the payment of all Obligations hereunder
and the resignation or replacement of the Administrative Agent.



     9.09 Administrative Agent in its Individual Capacity. Royal Bank of Canada and its Affiliates may
make loans to, accept deposits from, acquire equity interests in and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though Royal Bank of Canada were not the Administrative Agent,
Collateral Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Royal Bank of Canada or its Affiliates may
receive information regarding any Loan Party or its Affiliates (including information that may be
subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to provide such information
to them. With respect to its Revolving Loans, Royal Bank of Canada shall have the same rights and
powers under this Agreement as any other Lender and may exercise such rights and powers as though
it were not the Administrative Agent, Collateral Agent or the L/C Issuer, and the terms “Lender”
and “Lenders” include Royal Bank of Canada in its individual capacity.



     9.10 Successor Administrative Agent and Collateral Agent.



     (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 30
days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent and collateral agent for the Lenders which successor administrative
agent shall be consented to by the Borrower at all times other than during the existence of an
Event of Default (which consent of the Borrower shall not be unreasonably withheld, conditioned or
delayed). If no successor administrative agent is appointed prior to the effective date of the
resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and
the Borrower, a successor administrative agent from among the Lenders who shall also succeed to the
role of successor collateral agent. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”
shall mean such successor administrative agent and the retiring Administrative Agent’s appointment,
powers and duties as Administrative Agent shall be terminated. After any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and
Sections 10.04 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders


 
					
	 	 	 	 	 
	 
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shall perform all of the duties of the
Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.



     (b) The Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the
Administrative Agent with a copy of such notice to the Borrower. If the Collateral Agent resigns
under this Agreement, the Administrative Agent shall designate a successor collateral agent. Upon
the acceptance of its appointment as successor collateral agent hereunder, such successor
collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral
Agent and the term “Collateral Agent” shall mean such successor collateral agent and the retiring
Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After
any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this
Article IX and Sections 10.04 and 10.13 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Collateral Agent under this Agreement.



     9.11 Other Agents; Arrangers. None of the Lenders or other Persons identified on the facing page
or signature pages of this Agreement as a “syndication agent,” as a “documentation agent,” any
other type of agent (other than the Administrative Agent and Collateral Agent), “arranger,” or
“bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none
of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.



     9.12 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Revolving Loan or L/C Obligation shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise



     (i) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Revolving Loans, L/C Obligations and all other Obligations that are owing
and
unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and
the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuer and the Administrative Agent under Sections 2.14(i) and (j), 2.08 10.04 and
10.05) allowed in such judicial proceeding; and



     (ii) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and


 
					
	 	 	 	 	 
	 
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 its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08, 10.04 and 10.05.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.



     9.13 Hedging Agreements. To the extent any Affiliate of a Lender is a party to a Swap Contract
with the Borrower or any Loan Party and thereby becomes a beneficiary of the Liens pursuant to the
Collateral Document, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent
and Collateral Agent its nominee and agent to act for and on behalf of such Affiliate in connection
with the Collateral Documents and to be bound by the terms of this Article IX, Section 10.01(e) and
the last sentence of Section 2.17.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Release of Collateral, Etc. (a) No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other
Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall, unless in writing and signed by each of the Lenders directly affected thereby and by the
Borrower, and acknowledged by the Administrative Agent, do any of the following:




     (i) extend or increase the Revolving Commitment of any Lender (or reinstate any
Revolving Commitment terminated pursuant to Section 8.02);



     (ii) extend the Maturity Date or extend, postpone or delay any date fixed by this
Agreement or any other Loan Document for any payment or mandatory prepayment of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document;




     (iii) reduce the principal of, or the rate of interest specified herein on, any
Revolving Loan or L/C Borrowing or (subject to clause (ii) of the proviso below) any fees or
other amounts payable hereunder or under any other Loan Document; provided, however, that
only the consent of the Required Lenders shall be necessary to (A) amend the definition of
“Default Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate or (B) to amend any financial covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on any
Revolving Loan or L/C Borrowing or to reduce any fee payable hereunder;




     (iv) change the percentage of the Aggregate Revolving Commitment or of the aggregate
unpaid principal amount of the Revolving Loans and L/C Obligations which is set forth in the
definition of “Required Lenders”;


  
					
	 	 	 	 	 
	 
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     (v) change the Pro Rata Share of any Lender (except as otherwise results from an
increase in the Aggregate Revolving Commitment pursuant to Section 2.15 which increase is
subject to the provisions of Section 2.15 but is not otherwise subject to the consent of the
Required Lenders or any Lender);




     (vi) release a material amount of Collateral or release any Guarantor from a Guaranty
(except in connection with a Disposition permitted under Section 7.07 or as otherwise
permitted under this Section 10.01);




     (vii) amend the requirement that the Borrowing Base may be increased only with the
consent of all Lenders; or




     (viii) amend this Section, or Section 2.04(b) or 2.12, or any provision herein
providing for unanimous consent or other action by all the Lenders;


and, provided further: (i) no amendment, waiver or consent shall, unless in writing and signed by
the L/C Issuer in addition to the Required Lenders or all the Lenders, as the case may be, affect
the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders
or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent
under this Agreement or any other Loan Document; and (iii) the Agent/Arranger Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any
portion of the Revolving Loans or participation in L/C Obligations required to be funded by it
hereunder shall not have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent
of such Lender.




     (b) Any amendment to any Loan Document which purports to (i) decrease the amount of any
mandatory prepayment or commitment reduction required by Section 2.04(c) or (ii) change this
Section 10.01(b), must be by an instrument in writing executed by Borrower, the Administrative
Agent, and the Required Lenders.



     (c) Upon any sale, transfer, or Disposition of Collateral which is permitted pursuant to the
Loan Documents, and upon 5 Business Days’ prior written request by the Borrower (which request must
be accompanied by (i) true and correct copies of all material documents of transfer or Disposition,
including any contract of sale, (ii) a preliminary closing statement and instructions to the title
company, if any, (iii) all requested release instruments in form and substance satisfactory to the
Administrative Agent and (iv) if required, written consent of the requisite Lenders), the
Administrative Agent and/or Collateral Agent shall (and is hereby irrevocably authorized by the
Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to
the Administrative Agent and/or Collateral Agent for the benefit of the Secured Parties pursuant
hereto in such Collateral. Neither the Administrative Agent nor the Collateral Agent shall be
required to execute any release instruments on terms which, in the Administrative Agent’s (or
Collateral Agent’s) opinion, would expose the Administrative Agent or Collateral Agent to liability
or create any obligation or entail any consequence other than the release of Liens without recourse
or warranty. No such release shall impair the Administrative Agent’s and/or Collateral Agent’s
Lien on the proceeds of sale of such Collateral.


   
					
	 	 	 	 	 
	 
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     (d) If all outstanding Revolving Loans and other Obligations (other than contingent indemnity
obligations) have been indefeasibly paid in full (or, with respect to L/C Obligations, Cash
Collateralized) and the Revolving Commitments have terminated or have been reduced to zero, and,
subject to Section 10.01(e) all Lender Hedging Agreement have terminated, the Administrative Agent
agrees to, and the Lenders hereby instruct the Administrative Agent and Collateral Agent to, at the
Borrower’s expense, execute and authorize such releases of the Collateral Documents as the Borrower
shall reasonably request and this Agreement shall be deemed terminated except that such termination
shall not relieve the Borrower of any obligation to make any payments to the Administrative Agent
or any Lender required by any Loan Document to the extent accruing, or relating to an event
occurring, prior to such termination.



     (e) Notwithstanding any provision herein to the contrary, if the Revolving Commitments have
been terminated, and the only outstanding Obligations (other than contingent indemnity obligations
and L/C Obligations that are Cash Collateralized) are amounts owed pursuant to one or more Lender
Hedging Agreements, the Administrative Agent and/or Collateral Agent will, and is hereby authorized
to, (A) release the Liens created under the Loan Documents and (B) release all Guaranties of the
Guarantors; provided, that contemporaneously with such release, (i) the Borrower (and, if
applicable, any Loan Party that is a party to such Lender Hedging Agreements) (A) executes a margin
agreement in form and substance acceptable to such Lender(s) (or its Affiliates) that are parties
to such Lender Hedging Agreements (the “Lender Counterparties”) and (B), if required, provides
collateral in the form of cash or a letter of credit having an aggregate value acceptable to such
Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a Subsidiary of the
Borrower and the Borrower and the MLP are not parties thereto, the Borrower and the MLP execute a
guaranty covering such Subsidiary’s obligations thereunder, such guaranty to be in form and
substance satisfactory to the Lender Counterparties. Any release under this Section 10.01(e) must
be in writing and signed by the Administrative Agent.



     10.02 Notices and Other Communications; Facsimile Copies.



     (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder and under the other Loan Documents shall be in writing
(including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile
number or (subject to subsection (c) below) electronic mail address specified for notices on
Schedule 10.02 (for the Borrower, any Guarantor and the Administrative Agent) or on the
Administrative Details Form (for the other Lenders); or, in the case of the Borrower, the
Guarantors, the Administrative Agent, or the L/C Issuer, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of any other party, to
such other address as shall be designated by such party in a notice to the Borrower, the
Administrative Agent and the L/C Issuer. All such notices and other communications shall be deemed
to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and
(ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if
delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when
delivered; provided, however, that notices and other communications to the Administrative Agent or
the L/C Issuer pursuant to Article II shall not be effective until actually received by such
Person. Any notice or other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient
at the number specified in accordance with this


   
					
	 	 	 	 	 
	 
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Section, it being understood and agreed that a
voicemail message shall in no event be effective as a notice, communication or confirmation
hereunder.



     (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.



     (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet
websites may be used only to distribute routine communications, such as financial statements and
other information, and to distribute Loan Documents for execution by the parties thereto, and shall
not be recognized hereunder for any other purpose.



     (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other
communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby consents to
such recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.



     10.04 Attorney Costs; Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the
Administrative Agent and Arranger for all reasonable costs and expenses incurred in connection with
the development, preparation, negotiation, syndication, administration and execution of this
Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of
any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code
financing statements relating thereto and all amendments, supplements and modifications to any
thereof and any and all other documents or instruments of further assurance required to be filed or
recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or
any security agreement, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use
of Intralinks, Inc. or other similar information transmission systems in connection with this
Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and
expenses incurred in connection with the enforcement, attempted


   
					
	 	 	 	 	 
	 
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enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any workout or restructuring in respect of the Obligations and during any
legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing, recording, title
insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public accountants and
other outside experts retained by the Administrative Agent or any Lender. The agreements in this
Section shall survive the termination of the Aggregate Revolving Commitment and repayment of all
the other Obligations.



     10.05 Indemnification. Whether or not the transactions contemplated hereby are consummated, each
of the Borrower, the MLP and each other Guarantor (by execution of a Guaranty), jointly and
severally, agrees to indemnify, save and hold harmless each Agent-Related Person, the
Administrative Agent, the Collateral Agent, the Arrangers, each Lender, the L/C Issuer and their
respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other than the
Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or
cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any
Loan Party or any of their respective officers or directors, arising out of or relating to, the
Loan Documents, the
Aggregate Revolving Commitment, the use or contemplated use of the proceeds of any Revolving Loans,
or the relationship of any Loan Party, the Administrative Agent, the Collateral Agent, the Lenders
and the L/C Issuer under this Agreement or any other Loan Document; (b) any and all claims,
demands, actions or causes of action that may at any time (including at any time following
repayment of the Obligations and the resignation of the Administrative Agent or the replacement of
any Lender) be asserted or imposed against any Indemnitee by any Person or by the Borrower or any
other Loan Party, arising out of or relating to, the Loan Documents, the Revolving Commitments, the
use or contemplated use of the proceeds of any Revolving Loans, or the relationship of any Loan
Party, the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer under this
Agreement or any other Loan Document; (c) without limiting the foregoing, any and all claims,
demands, actions or causes of action, judgments and orders, penalties and fines that are asserted
or imposed against any Indemnitee, (i) under the application of any Environmental Law applicable to
the MLP, the Borrower or any of their respective Subsidiaries or any of their properties or assets,
including the treatment or disposal of Hazardous Substances on any of their properties or assets,
(ii) as a result of the breach or non-compliance by the MLP, the Borrower or any of their
respective Subsidiaries with any Environmental Law applicable to the MLP, the Borrower or any of
their respective Subsidiaries, (iii) due to past ownership by the MLP, the Borrower or any of their
respective Subsidiaries of any of their properties or assets or past activity on any of their
properties or assets which, though lawful and fully permissible at the time, could result in
present liability, (iv) due to the presence, use, storage, treatment or disposal of Hazardous
Substances on or under, or the escape, seepage, leakage, spillage, discharge, emission or Release
from, any of the properties owned or operated by the MLP, the Borrower or any of their respective
Subsidiaries (including any liability asserted or arising under any Environmental Law), regardless
of whether caused by, or within the control of, the MLP, the Borrower or any of their respective
Subsidiaries, or (v) due to any other environmental, health or safety condition in connection with
the Loan Documents; (d) any administrative or investigative proceeding by any Governmental
Authority arising out of or related to a claim, demand, action or cause of action described in
subsection (a), (b) or (c) above; and (e) any and all liabilities (including liabilities under
indemnities), losses, costs, damages or expenses (including Attorney Costs and settlement costs)
that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand,
action, cause of action or


   
					
	 	 	 	 	 
	 
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proceeding, or as a result of the preparation of any defense in
connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases,
WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF AN INDEMNITEE, and whether or
not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the
foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as
to any Indemnitees, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. The agreements in
this Section shall survive and continue for the benefit of the Indemnitees at all times after the
Borrower’s acceptance of the Lenders’ Revolving Commitments under this Agreement, whether or not
the Closing Date shall occur and shall survive the termination of the Revolving Commitments and
repayment of all the other Obligations.



     10.06 Payments Set Aside. To the extent that the Borrower makes a payment to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and
such payment or the proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of
any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.



     10.07 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither
the Borrower nor the MLP may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in
accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.



     (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Revolving
Commitment and the Revolving Loans (including for purposes of this subsection (b), participations
in L/C Obligations) at the time owing to it); provided that:


   
					
	 	 	 	 	 
	 
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     except in the case of an assignment of the entire remaining amount of the assigning Lender’s
Revolving Commitment and the Revolving Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans
outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the
outstanding principal balance of the Revolving Loan of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consent (Borrower’s consent not to be unreasonably withheld, conditioned or
delayed);




     (i) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the
Revolving Loan or the Revolving Commitment assigned;




     (ii) any assignment of a Revolving Commitment must be approved by the Administrative
Agent and L/C Issuer unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and




     (iii) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Details Form.




Subject to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits of Sections 3.07, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of this
Section.



     (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Revolving
Commitment of, and principal amounts of the Revolving Loans and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of


   
					
	 	 	 	 	 
	 
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this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.



     (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Revolving Commitment and/or the Revolving Loans (including such Lender’s participation in
L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that would (i) postpone any date upon which any payment of
money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or
other amounts payable to such Participant, or (iii) release the MLP from its Guaranty. Subject to
subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section; provided said Participant
agrees to be subject to Sections 3.08 and 10.15 as though it were a Lender. To the extent
permitted by Law, each Participant also shall be entitled to the benefits of Section 10.09 as
though it were a Lender; provided such Participant agrees to be subject to Section 2.12 as though
it were a Lender.



     (e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or
3.04 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 3.01 as though it were a Lender.



     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Revolving Notes, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     (g) If the consent of the Borrower to an assignment or to an Eligible Assignee is required
hereunder (including a consent to an assignment which does not meet the minimum assignment
threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), the
Borrower shall be deemed to have given its consent five Business Days after the date notice thereof
has been delivered by the assigning Lender (through the Administrative Agent) unless such consent
is expressly refused by the Borrower prior to such fifth Business Day.


  
					
	 	 	 	 	 
	 
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     (h) Notwithstanding anything to the contrary contained herein, if at any time Royal Bank of
Canada assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b)
above, Royal Bank of Canada may, upon 30 days’ notice to the Borrower and the Lenders, resign as
L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure
by the Borrower to appoint any such successor shall affect the resignation of Royal Bank of Canada
as L/C Issuer. Royal Bank of Canada shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund participations in Unreimbursed Amounts pursuant
to Section 2.14(c)).



     10.08 Confidentiality. Each Lender agrees that it will not disclose without the prior consent of
the Borrower (other than to directors, officers, employees, auditors, accountants, counsel or other
professional advisors of the Administrative Agent or any Lender) any information with respect to
the MLP, the Borrower or any of their respective Subsidiaries, which is furnished pursuant to this
Agreement; provided that any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report, statement or
testimony submitted to or required by any municipal, state or federal regulatory body having or
claiming to have jurisdiction over such Lender or submitted to or required by the Board or the
Federal Deposit Insurance Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in response to any summons or
subpoena in connection with any litigation, (d) in order to comply with any law, order, regulation
or ruling applicable to such Lender, (e) to any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this
Agreement; provided that such Eligible Assignee or Participant or prospective Eligible Assignee or
Participant executes an agreement containing provisions substantially similar to those contained in
this Section 10.08, (f) in connection with the exercise of any remedy by such Lender if an Event of
Default pertaining to the Loan Documents has occurred and is continuing, (g) in connection with any
litigation involving such Lender pertaining to the Loan Documents, (h) to any Lender or the
Administrative Agent, or (i) to any Affiliate of any Lender (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such information and
obligated to keep such information confidential).



     10.09 Set-off. In addition to any rights and remedies of the Lenders provided by Law, upon the
occurrence and during the continuance of any Event of Default, each Lender is authorized at any
time and from time to time, without prior notice to the MLP, the Borrower or any other Loan Party,
any such notice being waived by the MLP, the Borrower (on its own behalf and on behalf of each Loan
Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held by, and other indebtedness at
any time owing by, such Lender to or for the credit or the account of the respective Loan Parties
against any and all Obligations owing to the Administrative Agent and the Lenders, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and application.



     10.10 Interest Rate Limitation. Regardless of any provision contained in any Loan Document,
neither the Administrative Agent nor any Lender shall ever be entitled to contract for, charge,



					
	 	 	 	 	 
	 
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take, reserve, receive, or apply, as interest on all or any part of the Obligations, any amount in
excess of the Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed a
partial prepayment of principal and treated hereunder as such and any remaining excess shall be
refunded to the Borrower. In determining if the interest paid or payable exceeds the Maximum
Rate, the Borrower and the Lenders shall, to the maximum extent permitted under applicable Law, (a)
treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree
that such is the case and that provision herein for multiple Borrowings is for convenience only),
(b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest,
(c) exclude voluntary prepayments and the effects thereof, and (d) amortize, prorate, allocate, and
spread the total amount of interest throughout the entire contemplated term of the Obligations.
However, if the Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of existence thereof
exceeds the Maximum Amount, the Lenders shall refund such excess, and, in such event, the Lenders
shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws for
contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Amount.



     10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all
prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of
the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.



     10.13 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in
full force and effect as long as any Revolving Loan or any other Obligation shall remain unpaid or
unsatisfied.



     10.14 Severability. Any provision of this Agreement and the other Loan Documents to which the
Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     10.15
Replacement of Lenders. If Required Lenders and the Administrative Agent have approved
an identical increase of the Borrowing Base, the Borrower shall have the right to replace any
Lenders that have failed to approve such Borrowing Base increase pursuant to the provisions of the
following sentence. If (i) any Lender fails or refuses to consent to any requested amendment or
waiver



					
	 	 	 	 	 
	 
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pursuant to Section 10.01, (ii) any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 3.01, (iii) any Lender is in breach of any of its
obligations under this Agreement, or (iv) any other circumstance exists hereunder that gives the
Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.07), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that:



     (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 10.07(b)(iii);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Revolving Loans, L/C Advances, L/C Borrowings, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents (including any amounts
under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) such payment being at par,
with no premium or discount;



     (c) in the case of any such assignment resulting from a claim for compensation under Section
3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.



     10.16 Governing Law.




     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER UNITED STATES FEDERAL LAW.



     (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY,
AGREES TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK AND APPELLATE COURTS FROM ANY THEREOF, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, AND BY EXECUTION OF A
GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, EACH GUARANTOR, THE



					
	 	 	 	 	 
	 
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ADMINISTRATIVE AGENT AND EACH
LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT
RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED
HEREIN. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY THE LAW OF SUCH STATE.



     10.17 Waiver of Right to Trial by Jury, Etc. EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY
EXECUTION OF A GUARANTY, HEREBY (a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY
OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;
AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; AND
(b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY SUCH ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; PROVIDED THAT THE WAIVER
CONTAINED IN THIS SECTION 10.17(b) SHALL NOT APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM
DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



     10.18 No General Partner’s Liability. The Administrative Agent and the Lenders agree for
themselves and their respective successors and assigns, including any subsequent holder of any
Revolving Note, that no claim under this Agreement, under the Guaranty executed on behalf of the
MLP, or under any other Loan Document shall be made against the General Partner, and that no
judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable,
hereunder, on such Guaranty, or on any other Loan Document
shall be obtained or enforced, against the General Partner or its assets for the purpose of
obtaining satisfaction and payment of amounts owed under this Agreement, such Guaranty or any other
Loan Document. Nothing in this Section 10.18, however, shall be construed so as to prevent the
Administrative Agent, any Lender or any other holder of any Revolving Note from commencing any
action, suit or proceeding with respect to or causing legal papers to be served upon the General
Partner for the sole purpose of obtaining jurisdiction over the MLP.



     10.19 Time of the Essence. Time is of the essence of the Loan Documents.



					
	 	 	 	 	 
	 
	 	92
	 	Quest Cherokee

Credit Agreement




 









 





     10.20 Release of Closing Date Released Parties. After receipt of the Closing Date Prepayment
Amount, the Administrative Agent and the Lenders agree to release and discharge from any liability
associated with the Indebtedness under this Agreement each of the Closing Date Released Parties and
the Administrative Agent is irrevocably authorized to execute such releases and terminations of
Liens and financings statements as shall be appropriate in light of the release and discharge of
the Closing Date Released Parties.



     10.21 Amendment and Restatement.



     (a) Pursuant to (i) the Assignment of First Lien Notes, Liens and Security Interest, on the
Closing Date $                     of the outstanding amount of principal and interest owing by Borrower and
Quest Resource Corporation under the Prior First Lien Credit Agreement and the notes issued
pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this
Agreement, (ii) the Assignment of Second Lien Notes, Liens and Security Interest, on the Closing
Date $                     of the outstanding amount of principal and interest owing by Borrower and Quest
Resource Corporation under the Prior Second Lien Credit Agreement and the notes issued pursuant
thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement and
(iii) the Assignment of Third Lien Notes, Liens and Security Interest, on the Closing Date
$                     of the outstanding amount of principal and interest owing by Borrower and Quest Resource
Corporation under the Prior Third Lien Credit Agreement and the notes issued pursuant thereto has
been refinanced, renewed, rearranged and extended by Loans under this Agreement.



     (b) This Agreement amends and restates in its entirety the Prior First Lien Credit Agreement,
Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement, and the Revolving Notes
amend, restate, rearrange, extend and renew the Indebtedness under the Prior First Lien Credit
Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement and the
promissory notes executed in connection therewith. The Lenders are subrogated to the rights of the
lenders under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior
Third Lien Credit Agreement. All liens and security interests created and existing under the Prior
First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit
Agreement shall continue in force and effect to secure the Obligations of Borrower to the Lenders
pursuant to the Revolving Notes and this Agreement, and Borrower hereby ratifies, adopts and
confirms all such prior liens and security interests.



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


 
					
	 	 	 	 	 
	 
	 	93
	 	Quest Cherokee

Credit Agreement





 









 





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



	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION

a Nevada corporation, as Initial Co-Borrower

 	 
	 	By:  	 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 
	 	QUEST CHEROKEE, LLC,

a Delaware limited liability company, as Borrower

 	 
	 	By:  	QUEST ENERGY PARTNERS, L.P.
its Sole Member
 	 
	 	 	 
	 	By:  	          QUEST ENERGY GP, LLC,
Its General Partner
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 
	 	QUEST ENERGY PARTNERS, L.P.,

a Delaware limited partnership, as a Guarantor

 	 
	 	By:  	QUEST ENERGY GP, LLC,
its General Partner
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 
	 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 
					
	 	 	 	 	 
	 
	 	Signature Page 1
	 	Quest Cherokee

Credit Agreement





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Lender

and L/C Issuer

 	 
	 	By:  	 	 
	 	 	Jason York 	 
	 	 	Authorized Signatory 	 



					
	 	 	 	 	 
	 
	 	Signature Page 2
	 	Quest Cherokee

Credit Agreement





 









 






	 	 	 	 	 



SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	Lender	 	Revolving Commitment
	Royal Bank of Canada
	 	$	 	 
	 
	 	$	 	 
	 
	 	$	 	 
	 
	 	$	 	 
	 
	 	$	 	 
	TOTAL:
	 	$	250,000,000.00	 





					
	 	 	 	 	 
	 
	 	Schedule 2.01
	 	Quest Cherokee

Credit Agreement






 









 






SECTION 5.13




SUBSIDIARIES AND EQUITY INVESTMENTS




[BORROWER TO PROVIDE]



 
					
	 	 	 	 	 
	 
	 	Schedule 5.13
	 	Quest Cherokee

Credit Agreement





 









 





SECTION 5.21




TAKE-OR PAY AND GAS BALANCING OBLIGATIONS




[BORROWER TO PROVIDE]



  
					
	 	 	 	 	 
	 
	 	Schedule 5.21
	 	Quest Cherokee

Credit Agreement





 









 





SECTION 5.23




PURCHASERS OF PRODUCTION




[BORROWER TO PROVIDE]



  
					
	 	 	 	 	 
	 
	 	Schedule 5.23
	 	Quest Cherokee

Credit Agreement





 









 





SECTION 5.24




SWAP CONTRACTS




[BORROWER TO PROVIDE]



  
					
	 	 	 	 	 
	 
	 	Schedule 5.24
	 	Quest Cherokee

Credit Agreement





 









 





SECTION 7.01




EXISTING LIENS




[BORROWER TO PROVIDE]



  
					
	 	 	 	 	 
	 
	 	Schedule 7.01
	 	Quest Cherokee

Credit Agreement





 









 





SCHEDULE 7.04




INDEBTEDNESS




[BORROWER TO PROVIDE]



  
					
	 	 	 	 	 
	 
	 	Schedule 7.04
	 	Quest Cherokee

Credit Agreement





 









 





SCHEDULE 10.02




ADDRESSES FOR NOTICES TO BORROWER,

GUARANTORS AND ADMINISTRATIVE AGENT




ADDRESS FOR NOTICES TO BORROWER

prior to November 9, 2007

QUEST RESOURCE CORPORATION

QUEST CHEROKEE, LLC.

c/o Quest Energy Partners, L.P.

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 73120

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESS FOR NOTICES TO GUARANTORS

prior to November 9, 2007

Quest Energy Partners, L.P.

9520 N. May Avenue, Suite 300

Oklahoma City, Oklahoma 73120

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESS FOR BORROWER AND GUARANTORS

after November 9, 2007 will be

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102




ADDRESSES FOR ROYAL BANK OF CANADA




Royal Bank of Canada’s Lending Office:

Royal Bank of Canada

New York Branch

One Liberty Plaza, 3rd Floor

New York, New York 10006-1404

Attention: Manager, Loans Administration

Telephone: (212) 428-6332

Facsimile: (212) 428-2372




For matters related to letters of credit:

Attention: Manager, Trade Products

Telephone: (212) 428-6235

Facsimile: (212) 428-3015




in each case with a copy to:


  
					
	 	 	 	 	 
	 
	 	Schedule 10.2 Page 2
	 	Quest Cherokee

Credit Agreement





 









 





Royal Bank of Canada

2800 Post Oak Boulevard

3900 Williams Tower

Houston, Texas 77056

Attention: Jason York

Telephone: (713) 403-5679

Facsimile: (713) 403-5624

Electronic Mail: Jason.York@rbccm.com




Administrative Agent’s Office:

Royal Bank of Canada

Agency Services Group

Royal Bank Plaza

P. O. Box 50, 200 Bay Street

12th Floor, South Tower

Toronto, Ontario M5J 2W7

Attention: Manager Agency

Telephone: (416) 842-3901

Facsimile: (416) 842-4023




Wiring Instructions:

JPMorgan Chase Bank, New York, New York

ABA 021-000021

For account Royal Bank of Canada, New York

Swift Code: ROYCUS3X

A/C 920-1033363

For further credit to A/C 293-746-4, Transit 1269

Ref: Quest Cherokee

Attn: Agency Services


 
					
	 	 	 	 	 
	 
	 	Schedule 10.2 Page 2
	 	Quest Cherokee

Credit Agreement






 










 





EXHIBIT A-1




FORM OF BORROWING NOTICE




Date: ____________, _____




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
___, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
Quest Resource Corporation, a Nevada corporation, as initial co-borrower, Quest Cherokee, LLC, a
Delaware limited liability company (the “Borrower”), Quest Energy Partners, L.P., a Delaware
limited partnership (the “MLP”), Royal Bank of Canada, as Administrative Agent, and the Lenders
from time to time party thereto.



     The undersigned hereby requests:



I.    FACILITY





	 	1.	 	Status Information for the Facility






	 	(a)	 	Amount of Facility: $250,000,000
	 
	 	(b)	 	Revolving Loans outstanding prior to the
Borrowing requested herein: $                                        
	 
	 	(c)	 	Letters of Credit outstanding prior to the
Borrowing requested herein: $                                        
	 
	 	(d)	 	Principal amount of Revolving Loans available
to be borrowed (1(a) minus the sum of 1(b) and 1(c)): $                                        






	 	2.	 	Amount of Borrowing: $                                        
	 
	 	3(a) 	 	 Initial Borrowing Base as of Closing Date: $                                        
	 
	 	3(b) 	 	 Borrowing Base as of most recent redetermination: $                                        
	 
	 	4.	 	Requested date of Borrowing:                                         , 200_; must be
prior to Maturity Date.
	 
	 	5.	 	Requested Type of Loan and applicable Dollar amount:






	 	(a)	 	Base Rate Loan for $___
	 
	 	(b)	 	Eurodollar Rate Loan with Interest Period of:





	 	 	 	 	 	 	 
	 
	 	(i)	 	one month for	 	$                                        
	 
	 	(ii)	 	two months for	 	$                                        
	 
	 	(iii)	 	three months for	 	$                                        
	 
	 	(iv)	 	six months for	 	$                                        






Exhibit A-1 Page 1

Form of Borrowing Notice




 









 









	 	6.	 	Purpose of Revolving Loan:






	 	___ 	 	To pay Closing Date Prepayment Amount
	 
	 	___ 	 	To finance working capital and general company
purposes of the Borrower and its Subsidiaries, including the
acquisition, development, exploitation and exploration of Oil and Gas
Properties
	 
	 	___ 	 	To fund Quarterly Borrower Distributions in the
amount of $_________ to the extent permitted by Section 7.08(b)
	 
	 	___ 	 	To pay fees, costs and expenses owed pursuant to the Agreement





     The undersigned hereby certifies that the following statements will be true on the date of the
proposed Borrowing(s) after giving effect thereto and to the application of the proceeds therefrom:



          (a) the representations and warranties of the Borrower and the MLP contained in Article V of
the Agreement are true and correct in all material respects as though made on and as of such date
(except such representations and warranties which expressly refer to an earlier date, which are
true and correct in all material respects as of such earlier date);




          (b) the amount of the requested Borrowing, when added to Revolving Loans outstanding prior to
the Borrowing and Letters of Credit outstanding prior to the Borrowing will not exceed the lesser
of (i) Borrowing Base and (ii) the Aggregate Revolving Commitment; and




          (c) no Default or Event of Default has occurred and is continuing, or would result from such
proposed Borrowing(s).




Exhibit A-1 Page 2

Form of Borrowing Notice




 









 








     The Borrowing requested herein complies with Sections 2.01, 2.02 and 2.03 of the Agreement, as
applicable.



	 	 	 	 	 
	 	For Initial Borrowing Only:



QUEST RESOURCE CORPORATION

a Nevada corporation, as Initial Co-Borrower

 	 
	 	By:  	
 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 
	 	For all Borrowings:



QUEST CHEROKEE, LLC,

a Delaware limited liability company, as Borrower



By QUEST ENERGY PARTNERS, L.P.,

   its Sole Member



By QUEST ENERGY GP, LLC, its

   General Partner

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit A-1 Page 3

Form of Borrowing Notice





 









 








EXHIBIT A-2




FORM OF CONVERSION/CONTINUATION NOTICE




Date:                                         ,            




TO: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:





     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
     , 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
Quest Resource Corporation, a Nevada corporation, as initial co-borrower, Quest Cherokee, LLC, a
Delaware limited liability company (the “Borrower”), Quest Energy Partners, L.P., a Delaware
limited partnership (the “MLP”), Royal Bank of Canada, as Administrative Agent, and the Lenders
from time to time party thereto.



     The undersigned hereby requests:



I.    FACILITY




	 	 	 	 	 	 	 
	1.	 	Amount of [conversion] [continuation]:	 	$                                        
	 
	 	 	 	 	 	 
	2.	 	Existing rate:	 	Check applicable blank
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Base Rate
	 	                                        
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Eurodollar Rate Loan with

Interest Period of:
	 	                                        






	 	 	 	 	 
	(i)

	 	one month
	 	                                        
	(ii)

	 	two months
	 	                                        
	(iii)

	 	three months
	 	                                        
	(iv)

	 	six months
	 	                                        







	 	3.	 	If a Eurodollar Rate Loan, date of the last day of the Interest
Period for such Loan:                     , 200   .






	 	 	The Revolving Loan described above is to be [converted] [continued] as follows:






	 	4.	 	Requested date of [conversion] [continuation]: ______,
200   .
	 
	 	5.	 	Requested Type of Loan and applicable Dollar amount:






	 	(a)	 	Base Rate Loan for $___
	 
	 	(b)	 	Eurodollar Rate Loan with Interest Period of:





	 	 	 	 	 
	(i)

	 	one month for
	 	$                                        
	(ii)

	 	two months for
	 	$                                        
	(iii)

	 	three months for
	 	$                                        
	(iv)

	 	six months for
	 	$                                        






Exhibit A-2 Page 1

Form of Conversion/Continuation Notice




 









 








     The [conversion] [continuation] requested herein complies with Sections 2.01 and 2.03 of the
Agreement, as applicable.



	 	 	 	 	 
	 	For Initial Borrowing Only:



QUEST RESOURCE CORPORATION

a Nevada corporation, as Initial Co-Borrower

 	 
	 	By:  	 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	For all Borrowings:



QUEST CHEROKEE, LLC,

a Delaware limited liability

company, as Borrower


	 
	 	By:  	QUEST ENERGY PARTNERS, L.P.,  its Sole Member	 
	 
	 	By:  	QUEST ENERGY GP, LLC, its
General Partner
	 
	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title:
	 	 
	 



Exhibit A-2 Page 1

Form of Conversion/Continuation Notice





 











 





EXHIBIT A-3




FORM OF REPAYMENT NOTICE




Date:                     ,      




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
                    , 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
Quest Resource Corporation, a Nevada corporation, as initial co-borrower, Quest Cherokee, LLC, a
Delaware limited liability company (the “Borrower”), Quest Energy Partners, L.P., a Delaware
limited partnership (the “MLP”), Royal Bank of Canada, as Administrative Agent, and the Lenders
from time to time party thereto.



     The undersigned hereby is repaying the Facility as follows:




	I.	 	FACILITY






	 	1.	 	Revolving Loans outstanding prior to the repayment referred to
herein: $                    
	 
	 	2.	 	Amount of repayment: $                    
	 
	 	3.	 	Date of repayment:                     , 200     .
	 
	 	4.	 	Type of Loan and amount to which repayment applies:






	 	(a)	 	Base Rate Loan for $                    
	 
	 	(b)	 	Eurodollar Rate Loan with Interest Period of:





	 	 	 	 	 
	(i)

	 	one month
	 	$                    
	(ii)

	 	two months
	 	$                    
	(iii)

	 	three months
	 	$                    
	(iv)

	 	six months
	 	$                    







	 	5.	 	Purpose of Revolving Loan being repaid:






	 	     	 	Originally borrowed to fund Closing Date
Prepayment Amount
	 
	 	     	 	Originally borrowed to finance working capital
and general company purposes of the Borrower and its Subsidiaries,
including the acquisition, development, exploitation and exploration of
Oil and Gas Properties





Exhibit A-3 Page 1

Form of Repayment Notice






 









 









	 	     	 	Originally borrowed to fund Quarterly Borrower
Distributions
	 
	 	     	 	Originally borrowed to pay fees, costs and expenses owed pursuant to the Agreement





     The repayment referred to herein complies with Section 2.04 of the Agreement.



	 	 	 	 	 
	 	For all Borrowings:



QUEST CHEROKEE, LLC,

a Delaware limited liability company, as Borrower

 	 
	 	By  	QUEST ENERGY PARTNERS, L.P.,
 	 
	 	 	its Sole Member 	 
	 	 	 	 
	 	By  	                    QUEST ENERGY GP, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit A-3 Page 2

Form of Repayment Notice






 









 








EXHIBIT B




FORM OF REVOLVING NOTE




			
	$                    
	 	November      , 2007






     FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of
                                         (the “Lender”), on the Maturity Date (as defined in the Credit Agreement
referred to below) the principal amount of                      Dollars ($                    ), or such lesser
principal amount of Revolving Loans made by Lender under the Facility (both as defined in such
Credit Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that
certain Amended and Restated Credit Agreement, dated as of even date herewith (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined), among Quest Resource
Corporation, a Nevada corporation, as initial co-borrower, the Borrower, Quest Energy Partners,
L.P., a Delaware limited partnership, the Lenders from time to time party thereto, and Royal Bank
of Canada, as Administrative Agent and Collateral Agent.



     The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan
from the date of such Revolving Loan until such principal amount is paid in full, at such interest
rates, and at such times as are specified in the Credit Agreement. All payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds to the account designated by the Administrative Agent in the Credit
Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.



     This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is
entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in
part as provided therein. This Revolving Note is also entitled to the benefits of each Guaranty
and the Collateral Documents. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note
shall become, or may be declared to be, immediately due and payable all as provided in the Credit
Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender may also attach
schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving
Loans and payments with respect thereto.



     This Revolving Note is a Loan Document and is subject to Section 10.10 of the Credit
Agreement, which is incorporated herein by reference the same as if set forth herein verbatim.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, notice of intent to accelerate, notice of acceleration,
demand, dishonor and non-payment of this Revolving Note.



Exhibit B-3 Page 1

Form of Revolver Note






 









 








     THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION

a Nevada corporation, as Initial Co-Borrower

 	 
	 	By:  	 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 
	 	QUEST CHEROKEE, LLC, a Delaware limited liability

company, as Borrower

 	 
	 	By  	QUEST ENERGY PARTNERS, L.P.,
 	 
	 	 	its Sole Member 	 
	 	 	 	 
	 	By  	                       QUEST ENERGY GP, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B-1 Page 2

Form of Revolver Note







 









 








EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE

(Pursuant to Section 6.02 of the Agreement)




Financial Statement Date:                     ,      




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:





     Reference is made to that certain Amended and Restated Credit Agreement, dated as of November
                    , 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
Quest Resource Corporation, a Nevada corporation, as initial co-borrower, Quest Cherokee, LLC, a
Delaware limited liability company (the “Borrower”), Quest Energy Partners, L.P., a Delaware
limited partnership, the Lenders from time to time party thereto, and Royal Bank of Canada, as
Administrative Agent. Capitalized terms used herein but not defined herein shall have the meaning
set forth in the Agreement.



     The undersigned Responsible Officers hereby certify as of the date hereof that they are the
                                        
                     of the General Partner of the MLP and the               
      of the
Borrower, and that, as such, they are authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the MLP and the Borrower, and that:



     [Use the following for fiscal year-end financial statements]



     Attached hereto as Schedule 1 are the year-end audited consolidated financial statements of
the MLP and its Subsidiaries required by Section 6.01(a) of the Agreement for the fiscal year of
the MLP ended as of the above date, together with the report and opinion of an independent
certified public accountant required by such section; and



     [Use the following for fiscal quarter-end financial statements]



     Attached hereto as Schedule 1 are, the unaudited consolidated financial statements of the MLP
and its Subsidiaries required by Section 6.01(b) of the Agreement for the fiscal quarter of the MLP
ended as of the above date and the portion of the MLP’s fiscal year then ended, together with a
certificate of a Responsible Officer of the MLP or the Borrower, as applicable, stating that such
financial statements fairly present the financial condition, results of operations and cash flows
of the MLP and the Borrower, as applicable, and their respective Subsidiaries in accordance with
GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.



     [Use the following for both fiscal year-end and quarter-end financial statements]



     1. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by the
attached financial statements.



Exhibit C Page 1

Form of Compliance Certificate




 









 





     2. A review of the activities of the MLP and the Borrower during such fiscal period has been
made under the supervision of the undersigned with a view to determining whether during such fiscal
period the MLP and the Borrower performed and observed all their respective Obligations under the
Loan Documents, and no Default or Event of Default has occurred and is continuing except as follows
(list of each such Default or Event of Default and include the information required by Section 6.03
of the Credit Agreement):



     3. The covenant analyses and information set forth on Schedule 2 attached hereto are true and
accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                     ,           .



	 	 	 	 	 
	 	QUEST CHEROKEE, LLC,

a Delaware limited liability

company, as Borrower

 	 
	 	By  	QUEST ENERGY PARTNERS, L.P.,
 	 
	 	 	its Sole Member 	 
	 	 	 
	 	By  	                QUEST ENERGY GP, LLC,
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit C Page 2

Form of Compliance Certificate





 









 





For the Quarter/Year ended

                                         (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 	 	 	 	 
	I.	 	Section 7.16(a) — Current Ratio	 	 
	 

	 	 	A.	 	 	Consolidated current assets (plus unused Borrowing
Base availability) as at most recent Financial
Statement Date:
	 	$                     
	 

	 	 	B.	 	 	Consolidated current liabilities as at most recent
Financial Statement Date:
	 	$                    
	 

	 	 	C.	 	 	Is ratio of I.A. to I.B at least 1.0 to 1.0
	 	Yes/No
	II.	 	Section 7.16(b) — Interest Coverage Ratio.	 	 
	 
	 	 	 	 	 	 	 	 
	A.	 	Adjusted Consolidated EBITDA for four consecutive fiscal quarters
ending on the Statement Date, except that for periods ending December 31,
2007, March 31, 2008, June 30, 2008 and September 30, 2008, such
calculations shall be done on a pro forma basis (“Subject Period”)
(see Credit Agreement definition of “Consolidated
EBITDA” and “Adjusted Consolidated EBITDA”):	 	 
	 

	 	 	1.	 	 	Consolidated EBITDA for Subject Period:
	 	$                    
	 

	 	 	2.	 	 	Distribution Equivalent Amount for Subject Period
	 	$                    
	 

	 	 	3.	 	 	Adjusted Consolidated EBITDA (Lines II.A.1 + II.A.2)
	 	$                    
	 
	B.

	 	 	 	 	 	Consolidated Interest Charges for the Subject Period	 	 
	 

	 	 	1.	 	 	Consolidated Interest Charges for the four
consecutive fiscal quarters ending on the Statement
Date):
	 	$                    
	 

	 	 	2.	 	 	Pro forma adjustment for Consolidated Interest
Charges during the four consecutive fiscal quarters	 	 
	 

	 	 	 	 	 	ending on the Statement Date (Section 7.16(c)):
	 	$                    
	 

	 	 	3.	 	 	Consolidated Interest Charges (Lines II.B.1 + II.B.2):
	 	$                    
	 
	 	 	 	 	 	 	 	 
	C.

	 	 	 	 	 	Interest Coverage Ratio	 	 
	 

	 	 	1.	 	 	Adjusted Consolidated EBITDA (Line II.A.3):
	 	$                    
	 

	 	 	2.	 	 	Consolidated Interest Charges (Line II.B.3):
	 	$                    
	 

	 	 	3.	 	 	Imputed interest charges on Synthetic Lease
Obligations of the MLP and its Subsidiaries for the
Subject Period:
	 	$                    
	 

	 	 	4.	 	 	Interest Coverage Ratio: (Line II.C.1) divided by
(Lines II.C.2 + II.C.3):
	 	            to 1.0
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Is the Interest Coverage Ratio less than 2.5 to 1.0?
	 	Yes/No
	 
	 	 	 	 	 	 	 	 
	III.	 	Section 7.16(c) — Leverage Ratio.	 	 
	 
	 	 	 	 	 	 	 	 
	A.	 	Consolidated Funded Debt	 	 
	 

	 	 	1.	 	 	Consolidated Funded Debt on Statement Date (borrowed
money	 	 





 Exhibit C Page 3

Form of Compliance Certificate




 









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Indebtedness, letter of credit reimbursement
obligations, Capital Leases, Synthetic Leases,
Guaranty Obligations)
	 	$                    
	 
	 	 	 	 	 	 	 	 
	B.	 	Adjusted Consolidated EBITDA	 	 
	 

	 	 	1.	 	 	Adjusted Consolidated EBITDA (Line II.A.3 above)	 	 
	 

	 	 	2.	 	 	Total Leverage Ratio: (Line III.A.1) divided by (Line III.B.1):
	 	            to 1.0
	 

	 	 	3.	 	 	Is the Interest Coverage Ratio less than 3.5 to 1.0?
	 	Yes/No






Exhibit C Page 4

Form of Compliance Certificate





 











 





EXHIBIT D




FORM OF ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below (as may be amended,
the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The
Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.




	 	1.     Assignor:	   	 
	 
	 	2.     Assignee:	 	[and is an Affiliate/Approved Fund of [identify Lender]
	 
	 	3.     Borrower(s):	 	Quest Cherokee, LLC
	 
	 	4.     Administrative Agent:	 	Royal Bank of Canada, as the administrative agent under
the Credit Agreement
	 
	 	5.     Credit Agreement:	 	The $250,000,000 Amended and Restated Credit Agreement dated
as of November      , 2007 among Quest Cherokee, LLC, Quest Resource Corporation, a Nevada
corporation, as initial co-borrower, Quest Energy Partners, L.P., the Lenders parties
thereto, and Royal Bank of Canada, as Administrative Agent.




Exhibit D Page 1

Form of Assignment and Assumption








 









 








	 	6.     Assigned Interest:	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Commitment/Loans for	 	Commitment/Loans	 	Percentage Assigned of
	 	 	all Lenders*	 	Assigned*	 	Commitment/Loans
	Revolving Loans:
	 	$	                    	 	 	$	                    	 	 	 	          	%
	Total:
	 	$	                    	 	 	$	                    	 	 	 	          	%







	[7. 	 	Trade Date:                     ]




Effective Date:                                , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	*	 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made
between the Trade Date and the Effective Date.





	 	 	 	 	 	 	 	 	 	 	 
	Consented to and Accepted:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[NAME OF ADMINISTRATIVE AGENT], as

Administrative Agent	 	[NAME OF L/C ISSUER], as
L/C Issuer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Consented to:]	 	 	 	 	 	 





Exhibit D Page 2

Form of Assignment and Assumption



 









 








	 	 	 	 	 
	QUEST CHEROKEE, LLC, a Delaware limited liability
company

 	 	 
	By:  	QUEST ENERGY PARTNERS, L.P.,
 	 	 
	 	its Sole Member 	 	 
	 	 	 	 
	By:  	QUEST ENERGY GP, LLC,
 	 	 
	 	its General Partner 	 	 
	 	 	 	 
	By	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 


Exhibit D Page 3

Form of Assignment and Assumption




 









 








ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



1. Representations and Warranties.




          1.1 Assignor. The Assignor: (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee: (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.





     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and



Exhibit D Page 4

Form of Assignment and Assumption






 









 





Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.



Exhibit D Page 5

Form of Assignment and Assumption