exv10w1






Exhibit 10.1



Execution Version





FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 3,
2011, is made by and among QRE OPERATING, LLC, a Delaware limited liability company
(“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP,
LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL
ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such
capacity, together with its successors in such capacity, the “Administrative Agent”) for
the financial institutions (collectively the “Lenders”) party to the hereinafter-defined
Credit Agreement; and the undersigned Lenders.



W I T N E S S E T H:




     WHEREAS, Borrower, QRE MLP, General Partner, the Administrative Agent and the Lenders entered
into a Credit Agreement dated as of December 17, 2010 (the “Credit Agreement”);



     NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations
and warranties herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Borrower, the Administrative Agent and the undersigned
Lenders do hereby agree as follows:



     1. Section 1.02 of the Credit Agreement is hereby amended as follows:



     (a) The definition of “Agreement” is amended and restated in its entirety as follows:




“Agreement” means this Credit Agreement, as the same may from time
to time be amended, modified, supplemented or restated, including, without
limitation, by the First Amendment.



     (b) The definition of “Consolidated Net Income” is amended by adding the following two
sentences at the end thereof:




For purposes of calculating Consolidated Net Income for any period prior to
the Reference Period ending on the fourth fiscal quarter after the First
Amendment Effective Date, such calculation shall be made on a pro forma
basis after giving effect to the 2011 Transactions as if the 2011
Transactions had been consummated on the first day of the applicable
Reference Period. The one-time exclusion to Consolidated Net Income
provided for in the Consent Agreement dated as of August 4, 2011, among the
Borrower, the Administrative Agent and the Lenders signatory thereto shall
be effective as provided therein.



     (c) The definition of “Debt” is amended by adding a new sentence at the end thereof as
follows:



 









 






For the avoidance of doubt, Debt for QRE MLP shall not include the Class C
Convertible Preferred Units so long as such units do not constitute
Disqualified Capital Stock.



     (d) The definition of “EBITDAX” is amended by amending and restating the first
sentence thereof as follows:




“EBITDAX” means, for any period, the Consolidated Net Income for
such period plus, without duplication, the following charges and
expenses, to the extent deducted from Consolidated Net Income for such
period, the sum of (a) interest, income taxes, depreciation, depletion,
amortization, exploration and abandonment expenses, (b) transaction costs,
expenses and charges with respect to the Transactions deducted from
Consolidated Net Income pursuant to SFAS 141(R), (c) the Management
Incentive Fee and (d) all other noncash charges, and minus, without
duplication and to the extent included in Consolidated Net Income for such
period, all noncash income, in each case, of QRE MLP and its Consolidated
Subsidiaries.



     (e) The definition of “QRE Partnership Agreement” is hereby amended and restated in
its entirety as follows:




“QRE Partnership Agreement” means the First Amended and Restated
Agreement of Limited Partnership of QRE MLP, dated as of the Effective Date,
as amended by that certain Amendment No. 1 to the First Amended and Restated
Agreement of Limited Partnership of QRE MLP, dated as of October 3, 2011,
and all side letters and other written agreements entered into by the
general partner of QRE MLP, to or with any limited partner of QRE MLP, in
each case as the same may from time to time be amended, modified or
supplemented.



     (f) The definition of “Restricted Payment” is amended by adding a new sentence at the
end thereof as follows:




For the avoidance of doubt, the parties agree that the payment of any Management
Incentive Fee constitutes a Restricted Payment.



     (g) The definition of “Total Debt” is amended by adding the phrase “(excluding the
undrawn amount of any outstanding Letters of Credit)” after the word “Debt” therein.



     (h) The definition of “Transactions” is amended by adding the phrase “and the
consummation of the 2011 Transactions,” to the end of clause (a) thereof.



     (i) The definition of “Transaction Documents” is amended and restated in its entirety
as follows:




“Transaction Documents” means (a) the agreements, instruments or
certificates described or referred to on Schedule 1.02(B) and all
other



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agreements, instruments or documents entered into on or before the Effective
Date in connection with the foregoing and (b) the 2011 Transaction
Documents.



     (j) By adding the following defined terms in appropriate alphabetical order:




“2011 Transactions” means the consummation of the asset dropdown
from each of Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI,
LP, and Black Diamond Resources, LLC to the Borrower and the execution and
delivery of the 2011 Transaction Documents, each in form and substance
satisfactory to the Arrangers.




“2011 Transaction Documents” means the agreements and instruments
described or referred to on Schedule I to the First Amendment and
all other agreements, instruments or documents entered into on or before the
First Amendment Effective Date in connection with the foregoing.




“2011 Transaction Properties” means all Property proposed to be
acquired by QRE MLP, the Borrower or its Subsidiaries on or before the First
Amendment Effective Date pursuant to the 2011 Transaction Documents.




“Class C Convertible Preferred Units” has the meaning assigned to
such term in the QRE Partnership Agreement.




“First Amendment” means that certain First Amendment to Credit
Agreement dated as of October 3, 2011, by and among Borrower, QRE MLP,
General Partner, the Administrative Agent and the Lenders.




“First Amendment Effective Date” shall mean the date on which the
conditions specified in Section 8 of the First Amendment are
satisfied (or waived in accordance with Section 12.02).




“Management Incentive Fee” has the meaning assigned to such term in
the QRE Partnership Agreement.



     2. Section 2.07(a) of the Credit Agreement is hereby amended by amending and restating
the first sentence thereof as follows:




For the period from and including the First Amendment Effective Date to but
excluding the first Redetermination Date to occur after such date, the
amount of the Borrowing Base shall be $630,000,000.



     3. Section 7.20 of the Credit Agreement is hereby amended by amending and restating
the first sentence thereof as follows:




The proceeds of the Loans and the Letters of Credit shall be used (i) to
provide funds for the exploration, development and/or acquisition of oil and
gas properties, including, without limitation, the acquisition by the



3









 






Obligors of the Assets and the 2011 Transaction Properties acquired pursuant
to the Transaction Documents, including the repayment of debt assumed in
connection with the acquisition of the Assets and the 2011 Transaction
Properties, and (ii) for working capital and other general corporate
purposes, including permitted Restricted Payments.



     4. Section 9.02(f) of the Credit Agreement is hereby amended by changing the number
therein from “$10,000,000” to “$20,000,000”.



     5. Section 9.02(g) of the Credit Agreement is hereby amended by changing the number
therein from “$25,000,000” to “$50,000,000”.



     (a) Section 9.04
of the Credit Agreement is hereby amended by deleting the phrase “and
the Borrowing Base Utilization is less than 95% before and after giving effect thereto,” from lines
11 and 12 thereof.



     6. Section 9.14 of the Credit Agreement is hereby amended and restated in its entirety
as follows:




Transactions with Affiliates; Management Fees. QRE MLP will not,
and will not permit any of its Subsidiaries to, enter into any transaction
including, without limitation, any purchase, sale, lease or exchange of
Property or the rendering of any service, with any Affiliate (other than the
Guarantors and Wholly-Owned Subsidiaries of the Borrower) (excluding
agreements in effect on the Effective Date, services agreements, managerial
agreements, operating agreements and arrangements with Affiliates relating
to future acquisitions) (a) unless such transactions are not otherwise
prohibited under this Agreement and are upon fair and reasonable terms no
less favorable to it than it would obtain in a comparable arm’s length
transaction with a Person not an Affiliate and (b) so long as no Borrowing
Base Deficiency or Event of Default has occurred and is continuing or would
exist after giving effect thereto, the Borrower may pay management fees,
costs and expenses currently permitted as of the Effective Date under
organizational documents and management agreements of the Borrower and its
Affiliates, as such agreements and documents may be amended, supplemented or
replaced in the future, ; provided that any amendment, modification
or replacement that results in increasing such management fees, costs and
expenses shall require the consent of the Administrative Agent, such consent
not to be unreasonably withheld or delayed.



     7. New Lenders and Reallocation of Commitments. The Lenders have agreed among
themselves to reallocate the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving
Credit Exposures and to, among other things, allow certain financial institutions identified by the
Arrangers, in consultation with the Borrower, to become parties to the Credit Agreement as Lenders
(each, a “New Lender”) by acquiring an interest in the Commitments, Aggregate Maximum
Credit Amount and aggregate Revolving Credit Exposures.



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Each of the Administrative Agent and the Borrower hereby consent to (i) the reallocation of
the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving Credit Exposures and (ii)
each New Lender’s acquisition of an interest in the Commitments, Aggregate Maximum Credit Amount
and aggregate Revolving Credit Exposures. The assignments by the existing Lenders necessary to
effect the reallocation of the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving
Credit Exposures and the assumptions by the New Lenders necessary for such New Lenders to acquire
such interests are hereby consummated pursuant to the terms and provisions of this Section
7 and of Section 12.04(b) of the Credit Agreement, and each Lender, including the New
Lenders, is deemed to have consummated such assignments and assumptions pursuant to the terms,
provisions and representations of the Assignment and Assumption attached as Exhibit G to
the Credit Agreement as if each Lender, including the New Lenders, had executed and delivered an
Assignment and Assumption (with the Effective Date, as defined therein, being the First Amendment
Effective Date); provided that the Administrative Agent hereby waives the $3,500 processing and
recordation fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect
to the assignments and assumptions contemplated by this Section 7; provided further that
any New Lender that is a Foreign Lender shall have delivered to the Borrower (with a copy to the
Administrative Agent) the documentation required pursuant to Section 5.03(e) of the Credit
Agreement. On the First Amendment Effective Date and after giving effect to such assignments and
assumptions, the Applicable Percentage, the Applicable Percentage of the Borrowing Base and Maximum
Credit Amount of each Lender shall be as set forth on Annex I to this Amendment. Each
Lender hereby consents and agrees to the Applicable Percentages, Borrowing Base Allocations and
Maximum Credit Amounts set forth on Annex I to this Amendment. To the extent requested by
any Lender, and in accordance with Section 5.02 of the Credit Agreement, the Borrower shall
pay to such Lender, within the time period prescribed by Section 5.02 of the Credit
Agreement, any amounts required to be paid by Borrower under Section 5.02 of the Credit
Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any
Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in
connection with the reallocation contemplated by this Section 7. Notwithstanding any
provision in Section 12.04(b) to the contrary, all parties hereto agree that the
assignments and assumptions provided for in this Section 7 have been approved and consented
to by all such parties and are effective as provided herein and in the event of any conflict
between this Section 7 and Section 12.04(b) of the Credit, the terms and provisions
of this Section 7 shall control.




     8. Conditions Precedent. This Amendment shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section
12.02 of the Credit Agreement):



     (a) The Administrative Agent shall have received from each party hereto counterparts (in such
number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such
party.



     (b) The Administrative Agent, the Arrangers and the Lenders shall have received all commitment
and agency fees and all other fees and amounts due and payable on or prior to the First Amendment
Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Borrower



5









 




hereunder (including, to the extent invoiced on or prior to the First Amendment Effective
Date, the reasonable fees and expenses of Locke Lord LLP, counsel to the Administrative Agent).




     (c) The Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary or a Responsible Officer setting forth (i) resolutions of its board of
directors or managers or other relevant governing body with respect to the authorization of the
Borrower to execute and deliver this Amendment and to enter into the transactions contemplated by
this Amendment, (ii) the officers of the General Partner (y) who are authorized to sign this
Amendment and (z) specimen signatures of such authorized officers, and (iii) all waivers,
amendments, supplements or other modifications to any Organizational Documents of the General
Partner and each Obligor, certified as being true and complete. The Administrative Agent and the
Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in
writing from the Borrower to the contrary.



     (d) The Administrative Agent shall have received a compliance certificate which shall be
substantially in the form of Exhibit D to the Credit Agreement, duly and properly executed
by a Responsible Officer and dated as of the First Amendment Effective Date.



     (e) The Administrative Agent shall have received duly executed Note payable to each Lender
increasing its Maximum Credit Amount or which is a new Lender and which requests a Note in a
principal amount equal to its Maximum Credit Amount dated as of the date hereof.



     (f) The Administrative Agent shall have received (i) a certificate of a Responsible Officer
certifying: (A) that the 2011 Transactions are being concurrently consummated in accordance with
applicable law and the terms of the 2011 Transaction Documents (with all of the material conditions
precedent thereto having been satisfied by the parties thereto); (B) that no provision of the 2011
Transaction Documents have been waived, amended, supplemented or otherwise modified in any respect
materially adverse to the Borrower, QRE MLP or the Lenders; (C) that the Class C Convertible
Preferred Units (as defined in the QRE Partnership Agreement) are being concurrently issued by QRE
MLP as consideration equaling at least $350 million for the conveyance to the Borrower of the 2011
Transaction Properties; and (D) that no more than $530,000,000 in the aggregate will be outstanding
under the Credit Agreement upon the First Amendment Effective Date after giving effect to the
consummation of the 2011 Transactions; (ii) a true and complete executed copy of each of the 2011
Transaction Documents (including all amendments thereto); (iii) original counterparts or copies,
certified as true and complete, of the assignments, deeds and leases for all of the 2011
Transaction Properties; and (iv) such other related documents and information as the Administrative
Agent shall have reasonably requested. The 2011 Transaction Documents shall be in form and
substance satisfactory to the Administrative Agent.



     (g) The Administrative Agent shall have received evidence that (i) any reductions to the
aggregated “Borrowing Bases” under the Quantum Funds Credit Agreements required pursuant to the
terms thereof shall have occurred either before giving effect to, or substantially
contemporaneously with, the consummation of the 2011 Transactions (the “2011 QRF BB
Reductions”) and (ii) any and all mandatory prepayments of loans outstanding under the Quantum
Funds Credit Agreements resulting from the 2011 QRF BB Reductions shall be made



6









 




on the First Amendment Effective Date substantially contemporaneously with the closing of the
2011 Transactions.




     (h) The Administrative Agent shall have received evidence that all Liens on the 2011
Transaction Properties securing obligations under the Quantum Funds Credit Agreements shall be
released upon the 2011 QRF BB Reductions and the making of the mandatory prepayments described in
clause (e)(ii) above, and all Lien releases, UCC-3’s, or other documents or instruments necessary
or desirable to effect such Lien releases shall have been executed and delivered to the
Administrative Agent in form and substance satisfactory to the Arrangers.



     (i) The Administrative Agent shall be reasonably satisfied with the environmental condition of
the 2011 Transaction Properties.



     (j) The Administrative Agent shall have received an opinion of (i) Vinson & Elkins L.L.P.,
special counsel to the Borrower, and (ii) local counsel for each state in which any 2011
Transaction Property is located, in each case in form and substance satisfactory to the
Administrative Agent.



     (k) The Administrative Agent shall have received a certificate of a Responsible Officer
certifying that the Borrower has received all consents and approvals required by Section
7.03.



     (l) The Administrative Agent shall have received a Reserve Report with respect to the
Borrowing Base Properties, including the 2011 Transaction Properties, prepared by Internal
Petroleum Engineers accompanied by a certificate signed by a Responsible Officer covering the
matters described in Section 8.12(c).



     (m) The Administrative Agent shall have received from each party thereto duly executed
counterparts (in such number as may be requested by the Administrative Agent) of the Security
Instruments described on Schedule II attached hereto. In connection with the execution and
delivery of such Security Instruments, the Administrative Agent shall be reasonably satisfied that
the Security Instruments will create upon recording first priority, perfected Liens (subject only
to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject
to the provisos at the end of such definition) on at least 80% of the total value of the proved Oil
and Gas Properties evaluated in the reserve report delivered pursuant to clause (h) above.



     (n) The Administrative Agent shall have received projections of QRE MLP and its Subsidiaries,
after giving effect to the 2011 Transactions, through the fiscal year ending December 31, 2015,
which projections shall be reasonably satisfactory to the Administrative Agent.



     (o) The Administrative Agent shall have received the preliminary unaudited pro forma balance
sheet of QRE MLP as of June 30, 2011.



     (p) The Administrative Agent shall have received appropriate Uniform Commercial Code search
certificates reflecting no prior Liens encumbering the Properties of the Obligors for each of the
following jurisdictions: Delaware and any other jurisdiction requested by the



7









 




Administrative Agent; other than those being assigned or released on or prior to the Effective
Date or Liens permitted by Section 9.03.




     (q) The hedging arrangements described on Schedule III attached hereto, to the extent
related to the hedging arrangements established in connection with the Quantum Funds Credit
Agreements, shall, substantially contemporaneously with the closing of the 2011 Transactions, be
assumed, novated and replaced by fully effective hedging arrangements between the Borrower and the
respective counterparties thereto in form and substance satisfactory to the Arrangers (such hedging
arrangements between the Borrower and such counterparties, the “2011 Hedging
Arrangements”). The Administrative Agent shall have received satisfactory evidence that such
2011 Hedging Arrangements shall be fully effective on the First Amendment Effective Date.



     (r) The Administrative Agent shall have completed and be satisfied with due diligence
(including regarding business, financial, reserve, legal and environmental matters) relative to the
2011 Transactions, the 2011 Transaction Properties, QRE MLP, the Borrower, and the Subsidiaries.



     (s) The Administrative Agent shall have received such other documents as the Administrative
Agent or special counsel to the Administrative Agent may reasonably request.



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



     9. Representations True; No Default. Borrower represents and warrants that the
representations and warranties contained in the Loan Documents are true and correct in all material
respects (except that any such representations and warranties that are qualified by materiality
shall be true and correct in all respects) on and as of the date hereof as though made on and as of
such date, except to the extent any such representation or warranty is expressly limited to
an earlier date, in which case, on and as of the date hereof, such representation or warranty shall
continue to be true and correct in all material respects as of such specified earlier date.
Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.



     10. Ratification. Except as expressly amended hereby, the Loan Documents shall remain
in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers
created thereby or thereunder and under the other Loan Documents are in all respects ratified and
confirmed and remain in full force and effect.



     11. Definitions and References. Any term used in this Amendment that is defined in
the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and
“Credit Agreement” as used in the Loan Documents or any other instrument, document or writing
furnished to the Administrative Agent or the Lenders by the Borrower and referring to the Credit
Agreement shall mean the Credit Agreement as hereby amended.



     12. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit
of Borrower, the Administrative Agent and the Lenders and their respective successors and assigns
(provided, however, no party may assign its rights hereunder except in accordance



8









 




with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit
Agreement; (c) may be executed in several counterparts, and by the parties hereto on separate
counterparts, and each counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the same agreement, and
(d) together with the other Loan Documents, embodies the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all prior agreements, consents
and understandings relating to such subject matter. Delivery of an executed counterpart of a
signature page to this Amendment by telecopy or as an attachment to an email shall be effective as
delivery of a manually executed counterpart of this Amendment.




[Signature Pages Follow]





9









 







     The parties hereto have caused this Amendment to be duly executed as of the day and year first
above written.




	 	 	 	 	 
	 	BORROWER: QRE OPERATING, LLC

 	 
	 	By:  	/s/ Cedric W. Burgher
 	 
	 	 	Cedric W. Burgher, 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to First Amendment to Credit Agreement

















 





	 	 	 	 	 
	QRE MLP: 	QR ENERGY, LP

 	 
	 	By:  	QRE GP, LLC 
its General Partner
 	 



	 	 	 	 	 
	 	By:  	                                       /s/ Cedric W. Burgher
 	 
	 	 	Cedric W. Burgher, 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	GENERAL PARTNER: 	QRE GP, LLC

 	 
	 	By:  	/s/ Cedric W. Burgher
 	 
	 	 	Cedric W. Burgher, 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to First Amendment to Credit Agreement



 









 








	 	 	 	 	 
	ADMINISTRATIVE AGENT AND LENDER: 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent and a Lender 

 	 
	 	By:  	
/s/ Douglas McDowell
 	 
	 	 	Name:  	Douglas McDowell 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	JPMORGAN CHASE BANK, N.A.

as a Lender

 	 
	 	By:  	/s/ Ryan Fuessel
 	 
	 	 	Ryan Fuessel 	 
	 	 	Senior Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	THE ROYAL BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ James L. Moyes
 	 
	 	 	Name:  	James L. Moyes 	 
	 	 	Title:  	Authorised Signatory 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	TORONTO DOMINION (NEW YORK) LLC

 	 
	 	By:  	/s/ Debbi L. Brito
 	 
	 	 	Name:  	Debbi L. Brito 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to First Amendment to Credit Agreement





 









 








	 	 	 	 	 
	LENDER: 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Sandra M. Serie
 	 
	 	 	Name:  	Sandra M. Serie 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	BANK OF MONTREAL

 	 
	 	By:  	/s/ Kevin Utsey
 	 
	 	 	Name:  	Kevin Utsey 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Credit Agreement




 









 








	 	 	 	 	 
	LENDER: 	BNP PARIBAS

 	 
	 	By:  	/s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Betsy Jocher
 	 
	 	 	Name:  	Betsy Jocher 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Credit Agreement





 











 





	 	 	 	 	 
	LENDER: 	 CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ Matthew L. Molero
 	 
	 	 	Name:  	Matthew L. Molero 	 
	 	 	Title:  	Vice-President 	 
	 



Signature Page to First Amendment to Credit Agreement






 









 








	 	 	 	 	 
	LENDER: 	 CITIBANK, N.A.

 	 
	 	By:  	/s/ Thomas Benavides
 	 
	 	 	Name:  	Thomas Benavides 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 COMERICA BANK

 	 
	 	By:  	/s/ Justin Crawford
 	 
	 	 	Name:  	Justin Crawford 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 ING CAPITAL LLC

 	 
	 	By:  	/s/ Charles Hall
 	 
	 	 	Name:  	Charles Hall 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 UNION BANK, N.A.

 	 
	 	By:  	/s/ Scott Gildea
 	 
	 	 	Name:  	Scott Gildea 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 SCOTIABANC INC.

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to First Amendment to Credit Agreement





 









 








	 	 	 	 	 
	LENDER: 	 REGIONS BANK

 	 
	 	By:  	/s/ Kelly L. Elmore III
 	 
	 	 	Name:  	Kelly L. Elmore III 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 COMPASS BANK

 	 
	 	By:  	/s/ Ian Payne
 	 
	 	 	Name:  	Ian Payne 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 CREDIT AGRICOLE CORPORATE AND 
INVESTMENT
BANK

 	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Credit Agreement







 









 








	 	 	 	 	 
	LENDER: 	 U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Justin M. Alexander
 	 
	 	 	Name:  	Justin M. Alexander 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement





 









 








SCHEDULE I




2011 TRANSACTION DOCUMENTS




	1.	 	Purchase and Sale Agreement, dated as of September 12, 2011, by and among Quantum
Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond, as Sellers, the
Borrower, as Purchaser, and QRE MLP;
	 
	2.	 	All exhibits, forms, or other documents attached to any of the foregoing documents; and
	 
	3.	 	All other instruments or documents entered into on or before the First Amendment
Effective Date in connection with the foregoing.





Schedule I

to

First Amendment to Credit Agreement





 









 








SCHEDULE II




SECURITY INSTRUMENTS




 









 





     



SCHEDULE III




HEDGING ARRANGEMENTS





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oil Hedges	 	 	 	 
	 	 	JPM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trade ID Nos.: 42300479,	 	 	Wells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	42300509, 42300560,	 	 	Trade ID Nos.: N2531565,	 	 	BAML	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	42300392, 40031822,	 	 	N2531566, N2531567,	 	 	Trade ID Nos.: 8585550,	 	 	 	 	 	 	 	 	 	 	Comerica	 	 	BNP	 	 	 	 
	 	 	40031826, 40032030,	 	 	N2351568, N1233325,	 	 	8585720, 8585740,	 	 	TD	 	 	Trade ID Nos.: 	 	 	Trade ID Nos.: 2570073, 2570187,	 	 	 	 
	 	 	40032047, 40032058	 	 	N1233326, N1233329	 	 	8585753, 8585770	 	 	Trade ID Nos.: 259350	 	 	31954, 31956	 	 	3256847, 3256849	 	 	 	 
	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	Collar	 	 	 	 	 	 	 	 	 	 
	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	W/Avg	 	 	Total Oil	 
	FY Ended	 	bbls	 	 	Price	 	 	bbls	 	 	Price	 	 	bbls	 	 	Price	 	 	bbls	 	 	Price	 	 	bbls	 	 	Price	 	 	bbls	 	 	Put Price	 	 	Call Price	 	 	Volume	 
	4Q’11
	 	 	104,800	 	 	$	98.61	 	 	 	29,642	 	 	$	97.63	 	 	 	21,160	 	 	$	97.63	 	 	 	24,840	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	180,442	 
	2012
	 	 	352,200	 	 	$	98.96	 	 	 	100,176	 	 	$	97.63	 	 	 	65,880	 	 	$	97.63	 	 	 	98,820	 	 	$	97.63	 	 	 	109,800	 	 	$	102.06	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	726,876	 
	2013
	 	 	407,100	 	 	$	97.92	 	 	 	91,847	 	 	$	97.63	 	 	 	47,450	 	 	$	97.63	 	 	 	98,550	 	 	$	97.63	 	 	 	109,500	 	 	$	98.83	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	754,447	 
	2014
	 	 	456,491	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	36,500	 	 	$	97.63	 	 	 	98,550	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	155,125	 	 	$	90.00	 	 	$	106.50	 	 	 	746,666	 
	2015
	 	 	219,000	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	25,550	 	 	$	97.63	 	 	 	98,550	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	374,125	 	 	$	90.00	 	 	$	110.00	 	 	 	717,225	 
	2016
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	98,820	 	 	$	97.63	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	98,820	 







Schedule III

to

First Amendment to Credit Agreement





 









 



     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Gas Hedges	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	BNP	 	 	 	 
	 	 	JPM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Trade ID Nos.: 206423, 206424,	 	 	 	 
	 	 	Trade ID Nos.: 34265240,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TD	 	 	206425, 206420, 206421, 206422,	 	 	 	 
	 	 	34265323, 34265384,	 	 	JPM	 	 	Trade ID Nos.: 279791, 279790, 279793,	 	 	206264, 206265, 206266, 206416,	 	 	 	 
	 	 	34265385, 36691441	 	 	Trade ID Nos.: 40036066	 	 	279792	 	 	206418, 206419	 	 	 	 
	 	 	Swap	 	 	 	 	 	 	Collar	 	 	 	 	 	 	 	 	 	 	Collar	 	 	 	 	 	 	 	 	 	 	Collar	 	 	 	 	 	 	 	 	 	 
	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	W/Avg	 	 	Total NG	 
	FY Ended	 	Mmbtu	 	 	Price	 	 	Mmbtu	 	 	Put Price	 	 	Call Price	 	 	Mmbtu	 	 	Put Price	 	 	Call Price	 	 	Mmbtu	 	 	Put Price	 	 	Call Price	 	 	Volume	 
	4Q’11
	 	 	2,400,900	 	 	$	5.23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,400,900	 
	2012
	 	 	8,125,200	 	 	$	5.65	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	960,000	 	 	$	6.50	 	 	$	8.60	 	 	 	9,085,200	 
	2013
	 	 	8,103,000	 	 	$	5.94	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	900,000	 	 	$	6.50	 	 	$	8.65	 	 	 	9,003,000	 
	2014
	 	 	6,702,273	 	 	$	6.20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	730,000	 	 	$	5.00	 	 	$	6.20	 	 	 	900,000	 	 	$	6.50	 	 	$	8.85	 	 	 	8,332,273	 
	2015
	 	 	986,349	 	 	$	5.52	 	 	 	3,650,000	 	 	$	5.00	 	 	$	7.54	 	 	 	1,825,000	 	 	$	5.00	 	 	$	7.35	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,461,349	 
	2016
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 









 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Gas Basis Swaps	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	BNP	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Trade ID Nos.: 3171376,	 	 	 	 
	 	 	JPM	 	 	Wells	 	 	3171380, 3171382,	 	 	 	 
	 	 	Trade ID Nos.: 41282690,	 	 	Trade ID Nos.: 	 	 	3171384, 3171386,	 	 	 	 
	 	 	41338788, 41285399	 	 	N2302286, N2304947	 	 	3171415, 3171437	 	 	 	 
	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	Swap	 	 	 	 	 	 	 
	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Volume	 	 	W/Avg	 	 	Total Basis	 
	FY Ended	 	Mmbtu	 	 	Price	 	 	Mmbtu	 	 	Price	 	 	Mmbtu	 	 	Price	 	 	Volume	 
	4Q’11
	 	 	423,200	 	 	$	(0.05	)	 	 	294,400	 	 	$	(0.18	)	 	 	717,600	 	 	$	(0.10	)	 	 	1,435,200	 
	2012
	 	 	1,537,200	 	 	$	(0.08	)	 	 	1,024,800	 	 	$	(0.25	)	 	 	2,562,000	 	 	$	(0.14	)	 	 	5,124,000	 
	2013
	 	 	1,387,000	 	 	$	(0.10	)	 	 	912,500	 	 	$	(0.30	)	 	 	2,263,000	 	 	$	(0.17	)	 	 	4,562,500	 
	2014
	 	 	1,241,000	 	 	$	(0.11	)	 	 	839,500	 	 	$	(0.32	)	 	 	2,044,000	 	 	$	(0.19	)	 	 	4,124,500	 
	2015
	 	 	1,715,500	 	 	$	(0.19	)	 	 	146,000	 	 	$	(0.36	)	 	 	1,825,000	 	 	$	(0.20	)	 	 	3,686,500	 
	2016
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Rate Hedges	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	RBS	 	 	BMO	 	 	 	 	 	 	 
	 	 	JPM	 	 	Trade ID Nos.	 	 	Trade ID Nos.:	 	 	 	 	 	 	 
	 	 	Trade ID Nos.:	 	 	D010629692693,	 	 	702515/821418,	 	 	 	 	 	 	 
	 	 	6900263718061,	 	 	D010629692673,	 	 	702522/821439,	 	 	BNP	 	 	 	 
	 	 	6900264862913	 	 	D0110629692855	 	 	676300/788313	 	 	Trade ID Nos.: MD6533740	 	 	 	 
	 	 	Swap	 	 	W/Avg	 	 	Swap	 	 	W/Avg	 	 	Swap	 	 	W/Avg	 	 	Swap	 	 	W/Avg	 	 	Total IR	 
	FY Ended	 	Notional	 	 	Int Rate	 	 	Notional	 	 	Int Rate	 	 	Notional	 	 	Int Rate	 	 	Notional	 	 	Int Rate	 	 	Volume	 
	4Q’11
	 	 	61,006,250	 	 	 	2.47	%	 	 	41,006,250	 	 	 	2.73	%	 	 	68,006,250	 	 	 	2.73	%	 	 	40,500,000	 	 	 	2.74	%	 	 	210,518,750	 
	2012
	 	 	59,925,000	 	 	 	2.50	%	 	 	47,425,000	 	 	 	2.63	%	 	 	75,425,000	 	 	 	2.67	%	 	 	40,500,000	 	 	 	2.74	%	 	 	223,275,000	 
	2013
	 	 	55,250,000	 	 	 	2.55	%	 	 	47,750,000	 	 	 	2.55	%	 	 	80,250,000	 	 	 	2.63	%	 	 	40,500,000	 	 	 	2.74	%	 	 	223,750,000	 
	2014
	 	 	51,050,000	 	 	 	2.59	%	 	 	47,050,000	 	 	 	2.46	%	 	 	84,050,000	 	 	 	2.59	%	 	 	40,500,000	 	 	 	2.74	%	 	 	222,650,000	 
	2015
	 	 	48,300,000	 	 	 	2.63	%	 	 	47,300,000	 	 	 	2.41	%	 	 	86,800,000	 	 	 	2.56	%	 	 	40,500,000	 	 	 	2.74	%	 	 	222,900,000	 
	2016
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 








 











 








ANNEX I




LIST OF MAXIMUM CREDIT AMOUNTS



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 
	 	 	Applicable	 	Percentage of	 	Maximum Credit
	Name of Lender	 	Percentage	 	Borrowing Base	 	Amount
	 
	Wells Fargo Bank,
National Association

	 	 		7.936507937	% 	$	50,000,000	 	$	59,523,810
	JPMorgan Chase
Bank, N.A.

	 	 	 	7.936507937	%	$	50,000,000	 	$	59,523,810
	Royal Bank of Canada

	 	 	 	6.349206349	%	$	40,000,000	 	$	47,619,048
	The Royal Bank of
Scotland plc

	 	 	 	6.349206349	%	$	40,000,000	 	$	47,619,048
	Toronto Dominion
(New York) LLC

	 	 	 	6.349206349	%	$	40,000,000	 	$	47,619,048
	Bank of Montreal

	 	 	 	6.349206349	%	$	40,000,000	 	$	47,619,048
	Citibank, N.A.

	 	 	 	6.349206349	%	$	40,000,000	 	$	47,619,048
	Bank of America, N.A.

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Bank of Scotland plc

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	BNP Paribas

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Capital One, N.A.

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Comerica Bank

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Regions Bank*

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Scotiabanc Inc.*

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	Union Bank, N.A.

	 	 	 	4.761904762	%	$	30,000,000	 	$	35,714,286
	ING Capital LLC

	 	 	 	3.571428571	%	$	22,500,000	 	$	26,785,714
	BBVA Compass*

	 	 	 	3.571428571	%	$	22,500,000	 	$	26,785,714
	Credit Agricole S.A.*

	 	 	 	3.571428571	%	$	22,500,000	 	$	26,785,714
	U.S. Bank N.A.*

	 	 	 	3.571428571	%	$	22,500,000	 	$	26,785,714
	TOTAL:

	 	 	 	100.000000000	%	$	630,000,000	 	$	750,000,000








 




			
	*	 	New Lender as of the First Amendment Effective Date





Annex I

to

First Amendment to Credit Agreement