exv10w32






Exhibit 10.32




EXECUTION




FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is
entered into as of December 17, 2009 among QUEST CHEROKEE, LLC, a Delaware limited liability
company (the “Borrower”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”),
QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (“QCOS”), STP NEWCO,
INC., an Oklahoma corporation (“STP,” QCOS and MLP collectively called the “Guarantors” and
individually a “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for
the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the
“Administrative Agent” and “Collateral Agent,” respectively), KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent, and the undersigned Lenders comprising all Lenders.



     Reference is made to the Amended and Restated Credit Agreement dated as of November 15, 2007
among Borrower, the Administrative Agent, the Collateral Agent and the Lenders parties thereto, as
amended by a First Amendment to Amended and Restated Credit Agreement dated as of April 15, 2008, a
Second Amendment to Amended and Restated Credit Agreement dated as of October 28, 2008, a
Third Amendment to Amended and Restated Credit Agreement dated as of May 29, 2009 and a
Fourth Amendment to Amended and Restated Credit Agreement dated as of June 30, 2009 (as
amended, the “Credit Agreement”). Unless otherwise defined in this Fifth Amendment, capitalized
terms used herein shall have the meaning set forth in the Credit Agreement; all section, exhibit
and schedule references herein are to sections, exhibits and schedules in the Credit Agreement; and
all paragraph references herein are to paragraphs in this Fifth Amendment.



RECITALS




     A. The Borrower, Guarantors, Administrative Agent and Lenders desire to enter into this Fifth
Amendment.



     Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:



     Paragraph 1. Amendments. Effective as of the Fifth Amendment Effective Date
(hereinafter defined), the Credit Agreement is amended as follows:



     1.1 Introductory Paragraph. The introductory paragraph of the Credit Agreement is
amended to read in its entirety as follows:




     “THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 15,
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,
which after the Recombination will be a Delaware limited liability company known as
PostRock Energy, LLC (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.”



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     1.2 Preliminary Statements. Preliminary Statement (7) of the Credit Agreement is
amended to read in its entirety as follows:




     “(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”); provided, however, that
as of the closing of the Recombination, Quest Parent will, pursuant to Section 6.14,
guarantee the Obligations and Quest Parent will not thereafter be a Closing Date
Released Party.”



     1.3 Preliminary Statements. A new Preliminary Statement (9) is added to the Credit
Agreement to read in its entirety as follows:




     “(9) Effective as of the Fifth Amendment Effective Date, the Aggregate
Revolving Commitment shall be permanently reduced to zero and each Lender’s
Revolving Commitment shall be permanently cancelled and reduced to zero.




	1.4	 	Definitions. Section 1.01 of the Credit Agreement is amended as
follows:





     (a) The following definitions are amended in their entirety to read as follows:




     “Aggregate Revolving Commitment means collectively the Revolving Commitments of
all the Lenders and as of the Fifth Amendment Effective Date will be permanently
reduced to zero.”




     “Agreement means this Amended and Restated Credit Agreement as amended by the
First Amendment to Credit Agreement, the Second Amendment to Credit Agreement, the
Third Amendment to Credit Agreement, the Fourth Amendment to Credit Agreement and
the Fifth Amendment to Credit Agreement.”




     “Borrowing Base Deficiency means the Total Outstandings at any time exceed the
Borrowing Base then in effect.”




     “Change of Control means (i) prior to the Recombination (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 (d) a
Parent Change of Control shall occur; provided, however, that actions taken to
effect the Recombination and the Recombination itself shall not be deemed a Change
of Control, and (ii) on and after the Recombination (a) Post-Recombination Parent
shall fail to own, directly or indirectly, or fail to have voting control over 100%
of the Voting Stock of Quest Parent, (b) Quest Parent shall fail to own, directly or
indirectly, or fail to have voting control over 100% of the Voting Stock of MLP, (c)
MLP shall fail to own, directly or indirectly, or fail to have



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voting control over
100% of the Voting Stock of Borrower or (d) a Parent Change of Control shall occur.”




     “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) and net of (i) any write-off of debt issuance costs
and (ii) prepayment premium of Indebtedness repaid in connection with the initial
public offering of the MLP’s common units in November, 2007), 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.”




     “Facility means prior to the Fifth Amendment Effective Date, the revolving
credit facility as described in and subject to the limitations set forth in Section
2.01, and on and after the Fifth Amendment Effective Date, the term loan credit
facility under this Agreement.”




     “General Partner means Quest Energy GP, LLC, a Delaware limited liability
company, the sole general partner of the MLP prior to the Recombination, which in
connection with the Recombination will be merged into MLP after the MLP has been
converted to a limited liability company and its general partner interest in the MLP
will be cancelled for no consideration.”




     “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 and after the Recombination will include the
Post-Recombination Parent and Quest Parent.”




     “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, and after the Recombination will include the Post-Recombination Parent
Guaranty and Quest Parent Guaranty.”




     “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) Consolidated EBITDA for the such period ending on the determination
date to (b) Consolidated Interest Charges during such period.”




     “Interest Payment Date means, as to any Revolving Loan, the last Business Day
of each month and the Maturity Date.”




     “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



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delivered pursuant to Section 6.02(a), of (a) Consolidated Funded Debt as
of the determination date to (b) Consolidated EBITDA for the four (4) fiscal
quarters ending on the applicable determination date.”




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




     “Material Agreements means the following: (a) the Omnibus Agreement, (b)
Midstream Services and Gas Dedication Agreement, (c) the Tax Sharing Agreement, (d)
the LLC Agreement, (e) the Partnership Agreement (MLP), and (f) 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 two percent (2%) of the then current
Borrowing Base.”




     “Maturity Date means the earliest to occur of (a) July 11, 2010 if the
Recombination does not occur by July 10, 2010, (b) March 31, 2011 if the
Recombination does occur by July 10, 2010 or (c) such earlier date as a result of
any acceleration pursuant to Section 8.02(b).”




     “Parent Change of Control means (i) prior to the Recombination, 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; provided, however, that actions taken to
effect the Recombination and the Recombination itself shall not be deemed a Change
in Control, and (ii) on and after the Recombination, 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
Post-Recombination Parent; provided, however, that a merger of Post-Recombination
Parent into another entity in which the other entity is the survivor shall not be
deemed a Parent Change of Control if Post-Recombination 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; provided further,
however, that in no event will the issuance of new equity by the Post-Recombination
Parent result in a Parent Change of Control.”




     “Pro Rata Share means with respect to each Lender, at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator
of



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which is the amount of Revolving Loans of such Lender at such time and the
denominator of which is the amount of aggregate Revolving Loans of all Lenders at
such time.”




     “Quest Parent means Quest Resource Corporation, a Nevada corporation, which
after the Recombination will be known as PostRock Resource Corporation.”




     “Quest Parent Credit Facility means that certain Second Amended and Restated
Credit Agreement dated as of September 11, 2009 among Quest Parent, as borrower,
Royal Bank of Canada, as administrative agent and collateral agent, and Royal Bank
of Canada, as lender, as amended from time to time.”




     “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 and after the Recombination shall also mean Post-Recombination Parent
or any Subsidiary of Post-Recombination Parent, other than the MLP and its
subsidiaries and the Borrower and its Subsidiaries.”




     “Required Lenders means, as of any date of determination, Lenders holding in
the aggregate more than 662/3% of the combined principal amount of Revolving Loans;
provided that the portion of any Revolving Loan held or deemed held by any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.”




     “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; provided, that on and after the
Fifth Amendment Effective Date the Revolving Commitment shall be permanently
cancelled and reduced to zero.”




     “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 Society of Petroleum Engineers 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.”




     “Revolving Loan means an extension of revolving credit by a Lender to the
Borrower pursuant to Section 2.01 and on and after the Fifth Amendment Effective
Date such Revolving Loan shall be automatically converted to a term loan and
Revolving Loan shall mean and be a reference to such term loan.”




     “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



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Loans and all renewals and extensions of all or any part thereof and “Revolving
Notes” collectively means all of such promissory notes and on and after the Fifth
Amendment Effective Date each Revolving Note shall be automatically converted to a
term note and Revolving Note shall mean and be a reference to such term note.”



     (b) The following definitions are inserted alphabetically into Section 1.01 of the Credit
Agreement:




     “Allocated G&A Expense means, for any particular period, the MLP’s Allocation
Percentage of Post-Recombination Parent’s reasonable general and administrative
expenses.”




     “Allocation Percentage means for each of MLP, QMLP and Quest Parent, a fraction
(expressed as a percentage, carried out to the second decimal place), the numerator
of which is such Person’s reasonable allocated general and administrative
expenses (with the method of allocation to be established as set forth on
Exhibit E and to be reasonably acceptable to the Lenders) (which expenses will be
allocated to such Person in a manner consistent with MLP’s, QMLP’s and Quest
Parent’s current practices) and the denominator of which is the sum of all
reasonable allocated general and administrative expenses for each of MLP, QMLP and
Quest Parent.”




     “Bluestem means Bluestem Pipeline, LLC, a Delaware limited liability company.




     “Basis Points or “bps” means for one Basis Point, 1/100th of 1%.”




     “Capital Expenditure means all expenditures which, in accordance with GAAP,
would be required to be capitalized and shown on the consolidated balance sheet of
MLP, including expenditures in respect of Capital Leases, but excluding expenditures
made in connection with the replacement, substitution or restoration of assets to
the extent financed (a) from insurance proceeds (or other similar recoveries) paid
on account of the loss of or damage to the assets being replaced or restored or (b)
with awards of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced.”




     “Completion CapEx means Capital Expenditures incurred or to be incurred by MLP,
Borrower or any Subsidiary to complete each of the 108 wells already drilled in the
Cherokee Basin as of the Fifth Amendment Effective Date but not completed.”




     “Excess Book Cash means an amount equal to consolidated book cash of the MLP,
Borrower and their consolidated Subsidiaries at the end of a quarter, as shown on a
balance sheet as at such quarter-end prepared in accordance with GAAP less the sum
of (i) restricted cash set aside for accrued royalty payments owing by the MLP,
Borrower and their consolidated Subsidiaries, (ii) restricted cash set aside to
secure letters of credit issued for the account of MLP, Borrower or any of their
consolidated Subsidiaries, (iii) restricted cash set aside for accrued and unpaid
taxes of the MLP, Borrower and their consolidated Subsidiaries, (iv) quarterly
estimated federal income taxes of the MLP, Borrower and their consolidated
Subsidiaries (to the extent not reflected in (iii) above), (v) restricted cash set
aside for any other amounts accrued and unpaid during the quarter just ended and
approved in writing by the Required Lenders, and (vi) $5,000,000.”



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     “Excluded Loan Party means Post-Recombination Parent and Quest Parent.”




     “Fifth Amendment Effective Date means December 17, 2009.”




     “Fifth Amendment to Credit Agreement means that certain Fifth Amendment to
Amended and Restated Credit Agreement dated as of December 17, 2009, among the
Borrower, Guarantors, Royal Bank of Canada, as Administrative Agent, Collateral
Agent and as a Lender, KeyBank National Association, as Documentation Agent and a
Lender, and the other Lenders party thereto.”




     “Maintenance CapEx means Capital Expenditures by MLP, Borrower or any
Subsidiary (i) necessary to maintain current or currently expected production
volumes from wells currently producing and the 108 wells to be completed in
connection with the Well Completion Undertaking, (ii) to extend or renew Hydrocarbon
leases for Oil and Gas Properties that are expiring or have expired, and (iii) to
drill wells to maintain Hydrocarbon leases for Oil & Gas Properties that would
terminate if a well were not drilled.”




     “Midstream Services and Dedication Agreement means that certain Midstream
Services and Gas Dedication Agreement dated as of December 22, 2006 among Bluestem
and Quest Parent, as amended.”




     “Post-Recombination Parent means PostRock Energy Corporation a Delaware
corporation, formerly known as New Quest Holdings Corp., which will be the sole
shareholder of Quest Parent after the Recombination.”




     “Post-Recombination Parent Guaranty means a Guaranty made by Post-Recombination
Parent in favor of the Administrative Agent on behalf of the Lenders, in form and
substance acceptable to the Administrative Agent, guaranteeing repayment of the
Obligations, which Guaranty will be (i) pari passu with Post-Recombination Parent’s
guarantee of all “Obligations” (as defined in the QMLP Credit Agreement) and (ii)
senior to Post-Recombination Parent’s guarantee of all “Obligations” (as defined in
the Second Lien Senior Term Loan Agreement).”




     “QMLP means Quest Midstream Partners, L.P., a Delaware limited partnership,
which as part of the Recombination will be merged into Quest Midstream Acquisition,
LLC, a Delaware limited liability company that will be renamed PostRock Midstream,
LLC.”




     “QMLP Credit Agreement means that certain Amended and Restated Credit Agreement
dated as of November 1, 2007 among QMLP and Bluestem, as borrowers, Royal Bank of
Canada, as administrative agent and collateral agent and the lenders party thereto,
as amended from time to time.”




     “QMLPGP means Quest Midstream GP, LLC, a Delaware limited liability company,
and the sole general partner of QMLP prior to the Recombination and pursuant to the
Recombination Agreement will be merged into Quest Midstream Acquisition, LLC.”



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     “Quest Parent Guaranty means a Guaranty made by Quest Parent in favor of the
Administrative Agent on behalf of the Lenders, in form and substance acceptable to
the Administrative Agent, guaranteeing repayment of the Obligations, which Guaranty
will be (i) pari passu with Quest Parent’s guarantee of all “Obligations” (as
defined in the QMLP Credit Agreement) and (ii) senior to Quest Parent’s guarantee of
all “Obligations” (as defined in the Second Lien Senior Term Loan Agreement).”




     “Recombination means the transactions specified in the Recombination Agreement,
pursuant to which the equity owners of Quest Parent, the MLP and QMLP will exchange
their equity in such entities for equity in PostRock Energy Corporation, a Delaware
corporation, formerly known as New Quest Holdings Corp., a new holding company,
which upon the closing of the Recombination will own, directly or indirectly, 100%
of the equity in Quest Parent, the MLP and QMLP.”




     “Recombination Agreement means that certain Agreement and Plan of Merger, dated
as of July 2, 2009, among PostRock Energy Corporation, a Delaware corporation
(formerly known as New Quest Holdings Corp.), Quest Parent, QMLP, MLP, QMLPGP, the
General Partner, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC,
Quest Midstream Holdings Corp. and Quest Midstream Acquisition, LLC, as the same may
be amended, modified or waived from time to time in accordance with Section 7.14,
pursuant to which the Recombination will be consummated.”




     “Tax Sharing Agreement means that certain tax sharing agreement involving MLP,
Borrower or any of their Subsidiaries and any one or more of Post-Recombination
Parent, Quest Parent and/or QMLP and providing for an agreement among the parties
relating to the allocation of, and payment of, federal income (and state income,
franchise and severance) taxes.”




     “Transfer Payments means (i) prior to the Recombination, any payment to
Borrower, MLP, any Subsidiary, Quest Parent or any combination of the foregoing, and
(ii) after the Recombination, any payment to Borrower, MLP, any Subsidiary, Quest
Parent, Post-/Recombination Parent or any combination of the foregoing.”




     “Well Completion Undertaking means a Well Completion Undertaking among MLP and
Borrower, on the one hand, and QMLP and Bluestem, on the other hand, to be entered
into prior to the first to occur of (i) MLP’s or Borrower’s expending any Completion
CapEx and (ii) January 31, 2010, pursuant to which the MLP and Borrower commit, on a
well-by-well basis, to complete wells in accordance with the schedule set forth
therein and QMLP and Bluestem commit, on a well-by-well basis, to hook up each well
completed so as to assure timely pipeline access for sale of gas from such well and
which Well Completion Undertaking will provide that the Lenders are third party
beneficiaries of such Well Completion Undertaking.”



     (c) The following definitions are deleted in Section 1.01 of the Credit Agreement and wherever
else they may appear in the Agreement or any Loan Document:




     “Adjusted Consolidated EBITDA”




     “Available Liquidity”



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     “Distribution Equivalent Amount”




     “Increase Effective Date”




     “Quarterly Borrower Distributions”




     “Quarterly MLP Distributions”




     “Second Lien Senior Term Loan Paydown Period”



     1.5 Section 1.05. Section 1.05 of the Credit Agreement is amended to read in its
entirety as follows:




     “1.05 References to Agreements, Persons and Laws; Rules of Construction.
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; (b)
references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law; and (c)
any reference herein to any Person shall be construed to include such Person’s
successors and assigns (subject to the restrictions contained in the Loan
Documents). No provision of
this Agreement or any other Loan Document shall be interpreted or construed
against any Person solely because such Person or its legal representatives drafted
such provision.”



     1.6 Section 2.01. Section 2.01 of the Credit Agreement is amended to read in its
entirety as follows:




     “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 Fifth Amendment Effective 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, 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; provided further that on and after the Fifth Amendment Effective Date
all outstanding Revolving Loans shall be automatically converted to term loans, the
Aggregate Revolving Commitment will be permanently cancelled and reduced to zero and
each Lender’s Revolving Commitment will be permanently cancelled and reduced to
zero. 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 until the Fifth
Amendment Effective Date. Revolving Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein.”



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     1.7 Section 2.02. Section 2.02 of the Credit Agreement is amended to read in its
entirety as follows:




     “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. As of the Fifth Amendment Effective Date the
Borrowing Base is $145,000,000.00.




     (b) After the Fifth Amendment Effective Date, on or before each March 31, June
30, September 30 and December 31 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, March 31, June 30 or September 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, shall be
certified by the President or other Responsible Officer of the Borrower and shall be
internally generated and prepared on a roll forward basis from the prior Reserve
Report. 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 March 30, June 30 and September 30
shall include a
reconciliation from the prior December 31 Reserve Report. Upon receipt of each
such Reserve Report, the Administrative Agent shall make a determination of the
Borrowing Base which shall become effective no earlier than February 1, May 1,
August 1 and November 1, as applicable, of each year commencing on or about May 1,
2010, in the case of an increase in the Borrowing Base, upon approval of all Lenders
and the L/C Issuer (although the Borrowing Base may be increased, the Borrower has
no right to request additional Credit Extensions and the Lenders have no commitment
to lend any additional funds under this Agreement or any other Loan Document), 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. Administrative
Agent shall announce the redetermined Borrowing Base on or about May 1, 2010 (but no
later than May 15, 2010) with respect to the December 31, 2009 Reserve Report, on or
about August 1, 2010 (but no later than August 15, 2010) with respect to the March
31 Reserve Report, on or about November 1, 2010 (but no later than November 15,
2010) with respect to the June 30 Reserve Report and on or about February 1, 2011
(but no later than February 15, 2011) with respect to the September 30 Reserve
Report. 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 Required Lenders shall have the right to initiate one (1) unscheduled



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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 thirty 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; provided, however, that there shall not be any more than two (2)
unscheduled redeterminations of the Borrowing Base under this Section 2.02(b) during
any twelve (12) month period.




     (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, two percent (2%) 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 thirty 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 thirty days prior to the date of such notice;
provided, however, that there shall not be any more than two (2) unscheduled
redeterminations of the Borrowing Base under this Section 2.02(e) during any twelve
(12) month period.




     (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.




     (g) Intentionally Deleted.




     (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



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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.”



     1.8 Section 2.03(a). Section 2.03(a) of the Credit Agreement is amended by adding a
new sentence at the end thereof as follows:




“After the Fifth Amendment Effective Date, Borrower will arrange as quickly as
possible to have its Eurodollar Rate Loans be for one month periods with the last
day of each Interest Period being the last Business Day of a month, so to facilitate
the monthly payment of interest and to such end Lenders shall offer Interest Periods
of 15 days, if available, to Borrower.”



     1.9 Section 2.04(b). Section 2.04(b) of the Credit Agreement is amended to read in its
entirety as follows:




     “(b) Mandatory Prepayments. If for any reason (including a
redetermination of the Borrowing Base) a Borrowing Base Deficiency exists, Borrower
shall within ten (10) days after being notified of such Borrowing Base Deficiency by
the Administrative Agent indicate in writing Borrower’s decision and plan to do one
or more of the following to eliminate such Borrowing Base Deficiency:



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     (i) prepay Revolving Loans in an aggregate amount equal to such Borrowing
Base Deficiency within thirty (30) days after being notified of the Borrowing
Base Deficiency; or




     (ii) prepay Revolving Loans in an aggregate amount equal to such
Borrowing Base Deficiency in two equal monthly installments beginning on or
before the 30th day after being notified of the Borrowing Base
Deficiency.




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 Borrower 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
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)).”



     1.10 Section 2.04(c). Section 2.04(c) of the Credit Agreement is amended to read in
its entirety as follows:




     “(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 Disposition of Borrowing Base Oil and Gas Properties of the MLP,
Borrower or any Subsidiary (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)).”



     1.11 Section 2.04(d). Section 2.04(d) of the Credit Agreement is amended to read in
its entirety as follows:




     “(d) Excess Book Cash Prepayments. Until repayment in full of all
Obligations, by the 20th Business Day following the end of each quarter
commencing with the quarter ending March 31, 2010, Borrower shall (i) make quarterly
prepayments of the Revolving Loans outstanding hereunder in an amount equal to
Excess Book Cash and (ii) deliver to the Administrative Agent, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders, a
calculation of Excess Book Cash as of the end of such quarter.”



     1.12 Section 2.04(e). Section 2.04(e) of the Credit Agreement is hereby designated as
Section 2.04(f) and a new Section 2.04(e) is added to read in its entirety as follows:



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     “(e) Returned Cash Collateralization Payments. Any cash collateral
deposited or pledged by Borrower to secure letters of credit pursuant to Section
7.01(u) that is returned to Borrower upon the expiration or cancellation of any such
letters of credit shall, after the expiration of 30 days after receipt by the
Borrower, be applied by the Borrower to prepay outstanding Revolving Loans unless
within such 30-day period such cash collateral is used by Borrower to cash
collateralize a replacement letter of credit issued for the Borrower or any of its
Subsidiaries.”



     1.13 Section 2.06. Section 2.06 of the Credit Agreement is amended to read in its
entirety as follows:




     “Section 2.06. Repayment of Revolving Loans. The Borrower shall repay the
Revolving Loans, so that the Outstanding Amount of the Revolving Loans is reduced to
the amount and by the dates specified below:



	 	 	 	 	 
	 	 	Payment Date	 	Amount
	 
	 	March 31, 2010	 	$141,000,000
	 
	 	June 30, 2010	 	$141,000,000
	 
	 	September 30, 2010	 	$138,000,000
	 
	 	December 31,2010	 	$134,000,000
	 
	 	Maturity Date	 	$0.00”






     1.14 Section 2.05. Section 2.05 of the Credit Agreement is amended to read in its
entirety as follows:




     “2.05 Reduction or Termination of Revolving Commitments. As of the Fifth
Amendment Effective Date the Aggregate Revolving Commitment shall be cancelled and
permanently reduce to zero.”



     1.15 Section 2.08. Section 2.08(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:




     “(a) Amendment Fee. On the Fifth Amendment Effective Date, each
Lender shall have earned, in accordance with its Pro Rata Share, and the Borrower
irrevocably agrees to pay to the Lenders, an amendment fee of 50 bps of the
Outstanding Amount of Revolving Loans on the Fifth Amendment Effective Date and
after giving effect to the required payments on such date. The amendment fee will
be fully earned and non-refundable on the Fifth Amendment Effective Date but shall
not be payable until the Maturity Date; provided that such fee will be immediately
due and payable upon the occurrence of an acceleration of the maturity of the
Revolving Loans pursuant to Section 8.02(b).”



     1.16 Section 6.01. Section 6.01 of the Credit Agreement is amended by deleting the
word “and” at the end of Section 6.01(c), deleting the period at the end of Section 6.01(d) and
replacing it with a semicolon, and adding the following new subsections thereto to read in their
entirety as follows:



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     (e) Borrower shall deliver for each fiscal year an annual consolidated overhead
budget with projected allocations for each of Quest Parent, QMLP and MLP, the 2010
consolidated overhead budget to be delivered prior to the Fifth Amendment Effective
Date and the 2011 consolidated overhead budget to be delivered by December 15, 2010;




     (f) Borrower shall deliver for each fiscal year an annual capital expenditure
budget, the 2010 capital expenditure budget to be delivered prior to the Fifth
Amendment Effective Date and the 2011 capital expenditure budget to be delivered by
December 15, 2010;




     (g) quarterly, coincident with the filing of MLP’s or Post-Recombination
Parent’s Form 10K and/or Form 10Q, a report on the results of operations, including
variances from budget for Borrower;




     (h) on a monthly basis by the 10th Business Day of the succeeding
month, Borrower shall deliver cash flow forecasts for the following 13-week period;




     (i) on a monthly basis by the 10th Business Day of the succeeding
month, a report comparing actual receipts and expenditures against the most recently
delivered 13-week cash flow forecast and accompanied by an explanation of any
variances between such actual and forecasted cash flows and expenditures;




     (j) on a monthly basis by the 10th Business Day of the succeeding
month, Borrower shall deliver an updated schedule of actual total overhead and
allocation of overhead to each of Post-Recombination Parent, Quest Parent, QMLP and
MLP;




     (k) on a monthly basis by the 10th Business Day of the succeeding
month, Borrower shall deliver an updated schedule of actual Transfer Payments made
by the Borrower pursuant to Sections 7.08(a)(ii), (a)(iii), (b)(ii) and (b)(iii) for
costs and expenses, including litigation settlement payments, for the benefit of the
business or assets of MLP; and




     (l) on a monthly basis by the 10th Business Day of the succeeding
month, Borrower shall deliver a report comparing actual capital expenditures (both
Maintenance CapEx and Completion CapEx) against the most recently delivered annual
capital expenditure budget.”



     1.17 Section 6.02. Section 6.02 of the Credit Agreement is amended by deleting the
word “and” at the end of Section 6.02(c), deleting the period at the end of Section 6.02(d) and
replacing it with a semicolon and adding the following subsections (e) and (f) to read in their
entirety as follows:




     “(e) by February 28, 2011 or on such earlier date that QMLP delivers to
Borrower its calculation of the gathering rate effective for 2011, notice of the
gathering rate effective for 2011 under the Midstream Services and Gathering
Agreement; and




     (f) within 2 Business Days of the consummation of the Recombination, an
executed copy of the Tax Sharing Agreement, which shall be consistent and not
deviate



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in any material respect from the term sheet describing such Tax Sharing
Agreement previously distributed to the Lenders.”



     1.18 Section 6.07(a). Section 6.07(a) of the Credit Agreement is amended to read in
its entirety as follows:




     “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 (or after the Recombination, owned by Post-Recombination Parent) (in
each case, 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.”



     1.19 Section 6.12. Section 6.12 of the Credit Agreement is amended to read in its
entirety as follows:




     “6.12 Use of Proceeds. Use proceeds of the Facility on or before the Fifth
Amendment Effective Date 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 (as defined in the Agreement
prior to the Fifth Amendment to Credit Agreement); (iv) issue Letters of Credit, and
(v) pay fees, costs and expenses owed pursuant to this Agreement; provided, however,
no proceeds of the Facility may be used to pay or prepay any Indebtedness owing
under the Second Lien Senior Term Loan Agreement.”



     1.20 Section 6.14. Section 6.14 of the Credit Agreement is amended by adding the
following sentences at the end thereof as follows:




“Simultaneously with the closing of the Recombination, the Borrower will (y) cause
Post-Recombination Parent to execute and deliver to the Administrative Agent the
Post-Recombination Parent Guaranty and (z) cause Quest Parent to execute and deliver
to the Administrative Agent the Quest Parent Guaranty. Additionally,
contemporaneously with the delivery of the Post-Recombination Parent Guaranty and
Quest Parent Guaranty, Borrower will cause to be delivered to the Lenders legal
opinions, consistent with prior legal opinions rendered by counsel for the Borrower
relating to Guaranties, covering the due authorization, execution and delivery of
such Guaranties and that such Guaranties



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constitute legal, valid and binding
obligations of the respective Guarantor, enforceable in accordance with their terms,
subject to normal and customary qualifications.”



     1.21 Section 6.15(a). Section 6.15(a) of the Credit Agreement is amended by adding the
following sentences at the end thereof as follows:




     “In addition, within ten (10) days after the Recombination has been
consummated, the Borrower will cause Quest Parent to pledge on a first lien basis
100% of the limited liability company interest in the MLP (howsoever named) owned by
it as Collateral to secure the Obligations. As of the Fifth Amendment Effective
Date, Borrower shall have caused Quest Parent to enter into an amendment to the
Quest Parent Credit Facility which will ensure that upon the Recombination the
lenders under the Quest Parent Credit Facility will release any Lien they may have
on the limited liability company interest in the MLP owned by Quest Parent so that
Quest Parent may make the pledge described in this Section.”



     1.22 Section 6.15(b). Section 6.15(b) of the Credit Agreement is amended in its
entirety to read as follows:




     “(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 (and after the Recombination, Quest Parent) 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.”



     1.23 Section 7.01(t). Section 7.01(t) of the Credit Agreement is amended in its
entirety to read as follows:




     “(t) any Liens arising out of the refinancing, extension, renewal or refunding
of any Indebtedness secured by any Lien permitted by any 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;”



     1.24 Section 7.01(u). Section 7.01(u) of the Credit Agreement is amended in its
entirety to read as follows:




     “(u) Liens arising solely by virtue of cash collateralizing (i) that certain
$30,000 letter of credit issued for the account of Borrower by Bank of Oklahoma for
the
benefit of the Kansas Corporation Commission, (ii) that certain $25,000 letter
of credit issued for the account of Borrower by Bank of Oklahoma for the benefit of
the Oklahoma Corporation Commission, (iii) that certain $25,000 letter of credit
issued for the account of Borrower by Comerica Bank for the benefit of the State of
West Virginia, (iv) that certain $50,000 letter of credit issued for the account of
Borrower by Comerica Bank for



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the benefit of the State of West Virginia, (v) that
certain $200,000 letter of credit issued for the account of Borrower by Comerica
Bank for the benefit of the State of Oklahoma, (vi) that certain $10,000 letter of
credit issued for the account of Borrower by Bank of Oklahoma for the benefit of the
Texas Railroad Commission, (vii) that certain $10,000 letter of credit issued for
the account of Borrower by Bank of Oklahoma for the benefit of the State of New
Mexico, (viii) that certain $1,000,000 letter of credit issued for the account of
Borrower by Wells Fargo Bank, N.A. for the benefit of Devon Energy Production
Company and Tall Grass Services, LLC, and (ix) up to an additional $500,000 of Liens
securing additional letters of credit issued pursuant to Section 7.04(k);”



     1.25 Section 7.01. Section 7.01 of the Credit Agreement is amended by deleting the
word “and” at the end of Section 7.01(y), deleting the period at the end of Section 7.01(z) and
replacing it with a semicolon and adding the following subsection (aa) to read in its entirety as
follows:




     “(aa) Liens securing the Indebtedness owing in connection with the Second Lien
Senior Term Loan Agreement; provided such Liens are created pursuant to a Loan
Document, such Loan Documents also secure or guarantee the Obligations on a first
lien or priority basis and all Liens securing the Indebtedness owing in connection
with the Second Lien Senior Term Loan Agreement are second, junior and subordinate
to the Liens securing the Obligations under this Agreement.”



     1.26 Section 7.02(d). Section 7.02(d) of the Credit Agreement is amended in its
entirety to read as follows:




     “(d) Investments by the MLP in the Borrower;”



     1.27 Section 7.02(f). Section 7.02(f) of the Credit Agreement is amended in its
entirety to read as follows:




     “(f) acquisitions by the Borrower or its Subsidiaries of Oil and Gas Properties
(I) funded entirely using proceeds from equity issued by the Post-Recombination
Parent; provided any such acquired Oil and Gas Properties are pledged to secure, on
a first lien basis, the Obligations, and on a junior, second and subordinate lien
basis, Indebtedness owing in connection with the Second Lien Senior Term Loan
Agreement, and (II) resulting from the re-leasing of Hydrocarbon leases of Oil and
Gas Properties previously leased by Borrower or its Subsidiaries that had expired to
the extent permitted by Section 7.18; provided any such re-leased Oil and Gas
Properties are pledged to secure, on a first lien basis, the Obligations, and on a
junior, second and subordinate lien basis, Indebtedness owing in connection with the
Second Lien Senior Term Loan Agreement;”



     1.28 Section 7.02(k). Section 7.02(k) of the Credit Agreement is deleted in its
entirety.



     1.29 Section 7.04(e). Section 7.04(e) of the Credit Agreement is amended by deleting
the figure “$5,000,000” therein and substituting therefor the figure “$2,500,000”.



     1.30 Section 7.04(f). Section 7.04(f) of the Credit Agreement is amended by deleting
the figure “$4,000,000” therein and substituting therefor the figure “$2,000,000”.



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     1.31 Section 7.04(h). Section 7.4(h) of the Credit Agreement is amended by deleting
the figure “$5,000,000” therein and substituting therefor the figure “$2,500,000”.



     1.32 Section 7.04(i). Section 7.4(i) of the Credit Agreement is amended by deleting
the figure “$5,000,000” therein and substituting therefor the figure “$2,500,000”.



     1.33 Section 7.04(c). Section 7.04(c) of the Credit Agreement is amended in its
entirety to read as follows:




     “(c) Indebtedness owing in connection with the Second Lien Senior Term Loan
Agreement;”



     1.34 Section 7.04. Section 7.04 of the Credit Agreement is amended by deleting the
word “and” at the end of Section 7.04(i), adding the word “and” at the end of Section 7.04(j) and
adding the following new Section 7.04(k) immediately prior to the unnumbered clause at the end of
Section 7.04:




     “(k) reimbursement obligations under letters of credit issued for any Loan
Party; provided the aggregate amount of such reimbursement obligations in connection
with such letters of credit shall not exceed $1,850,000 at any time.”



     1.35 Section 7.06. Section 7.06 of the Credit Agreement is amended in its entirety to
read as follows:




     “7.06 Fundamental Changes. Except in connection with the Recombination and as
contemplated by the Recombination Agreement, 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.”



     1.36 Section 7.07(d). Section 7.07(d) of the Credit Agreement is deleted in its
entirety.



     1.37 Section 7.08. Section 7.08 of the Credit Agreement is amended to read in its
entirety as follows:




     “7.08 Transfer Payments; Restricted Payments; Distributions and Redemptions.
(a) Prior to the closing of the Recombination, declare or make, directly or
indirectly, any Transfer Payment or Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:




     (i) each Subsidiary may make Transfer Payments and Restricted Payments
to the Borrower and to Wholly-Owned Subsidiaries of the Borrower,




     (ii) Borrower may make Transfer Payments to MLP and Quest Parent in
reimbursement of reasonable costs or expenses not prohibited by this
Agreement and directly incurred by MLP or Quest Parent in the ordinary
course of business consistent with historical practices for the benefit of
the business or assets of MLP, Borrower or a Subsidiary,



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     (iii) Borrower may make Transfer Payments to MLP for the settlement of
litigation against MLP; provided that any such payments in excess of
$250,000 annually in the aggregate shall require the consent of the Required
Lenders,




     (iv) to the extent MLP receives Transfer Payments from Borrower for
such amounts, MLP may make Transfer Payments and Restricted Payments to
Quest Parent in reimbursement of reasonable costs or expenses not prohibited
by this Agreement and directly incurred by Quest Parent in the ordinary
course of business consistent with historical practices for the benefit of
the business or assets of MLP, Borrower or a Subsidiary,




     (v) MLP and Borrower may make Transfer Payments and Restricted Payments
in reimbursement of costs or expenses associated with overhead and corporate
expenses allocated to MLP on a reasonable basis (with the method of
allocation of overhead and corporate expenses to be established as set forth
on Exhibit E and to be reasonably acceptable to the Lenders), and




     (vi) MLP may make Transfer Payments and Restricted Payments to Quest
Parent, in an amount equal to MLP’s consolidated income tax liability (with
the method of allocation of income tax obligations to be as set forth on
Exhibit F and to be reasonably acceptable to the Lenders).



     (b) After the Recombination, declare or make, directly or indirectly, any
Transfer Payment or Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that:




     (i) each Subsidiary may make Transfer Payments and Restricted Payments
to the Borrower and to Wholly-Owned Subsidiaries of the Borrower,




     (ii) Borrower may make Transfer Payments to MLP, Quest Parent and
Post-Recombination Parent in reimbursement of reasonable costs or expenses
not prohibited by this Agreement and directly incurred by MLP, Quest Parent
or Post-Recombination Parent in the ordinary course of business consistent
with historical practices for the benefit of the business or assets of MLP,
Borrower or a Subsidiary,




     (iii) Borrower may make Transfer Payments to MLP for the settlement of
litigation against MLP; provided that any such payments in excess of
$250,000 annually in the aggregate shall require the consent of the Required
Lenders,




     (iv) to the extent MLP receives Transfer Payments from Borrower for
such amounts, MLP may make Transfer Payments and Restricted Payments to
Quest Parent and Post-Recombination Parent in reimbursement of reasonable
costs or expenses not prohibited by this Agreement and directly incurred by
Quest Parent or Post-Recombination Parent in the ordinary course of business




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consistent with historical practices for the benefit of the business or
assets of MLP, Borrower or a Subsidiary,




     (v) MLP and Borrower may make Transfer Payments and Restricted Payments
in reimbursement of costs or expenses associated with overhead and corporate
expenses allocated to MLP in an amount equal to the MLP’s Allocation
Percentage of Allocated G&A, and




     (vi) MLP may make Transfer Payments and Restricted Payments to
Post-Recombination Parent in an amount equal to MLP’s consolidated income
tax liability (with the method of allocation of income tax obligations to be
as set forth on Exhibit F and to be reasonably acceptable to the Lenders).”



     1.38 Section 7.10. Section 7.10 of the Credit Agreement is amended to read in its
entirety as follows:




     “7.10 Nature of Business; Risk Management; Accounts Payable Practices. 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. Neither MLP
nor Borrower nor any of their Subsidiaries will alter or change their usual and
customary account payable practices other than to change the primary payment dates
to the 15th and last day of each month from the first day and
15th day of each month.”



     1.39 Section 7.11. Section 7.11 of the Credit Agreement is amended to read in its
entirety as follows:




     “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 Transfer
Payments and Restricted Payments permitted by Section 7.08, (iii) the transactions
under the agreements listed on Schedule 7.11, (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 and that are not prohibited by this
Agreement, (v) after the Recombination, payments to Post-Recombination Parent in an
amount equal to the MLP’s Allocation Percentage of Allocated G&A, (vi) after the
Recombination, payments to Post-Recombination Parent in an amount equal to the taxes
allocated to MLP pursuant to the Tax Sharing Agreement, (vii) payments by MLP,
Borrower or any of its Subsidiaries to Bluestem pursuant to the Midstream Services
and Dedication Agreement and (viii) payments by MLP, Borrower or any of its
Subsidiaries to Quest Eastern Resource, LLC pursuant to that certain gas gathering
agreement between Borrower and Quest Eastern Resource, LLC relating to gas gathering
in the Appalachian region.”



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     1.40 Section 7.14. Section 7.14 of the Credit Agreement is amended to read in its
entirety as follows:




     “7.14 Material Agreements. Permit any amendment of the Recombination Agreement
without the written consent of Required Lenders or, except in connection with the
Recombination and as contemplated by the Recombination Agreement as in effect on the
Fifth Amendment Effective Date or as amended with the consent of Required Lenders,
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 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.”



     1.41 Section 7.16. Section 7.16 of the Credit Agreement is amended by deleting clause
(d) thereof (Liquidity Maintenance) and amending the penultimate paragraph of Section 7.16 to read
in its entirety as follows:




     “For the purposes of calculating 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 Consolidated EBITDA for
such Reference Period shall be reduced by an amount equal to the 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, 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.”



     1.42 Section 7.18. The following new Section 7.18 is added to the Credit Agreement to
read in its entirety as follows:




     “Section 7.18. Capital Expenditures. Make Capital Expenditures other than for
(A) Maintenance CapEx (not to exceed $5,000,000 annually for maintenance
expenditures and to maintain Hydrocarbon leases of Oil and Gas Properties and of
which up to $500,000 annually may be expended for drilling of wells) and (B)
Completion CapEx; provided, however (i) Completion CapEx will not exceed $7,000,000
in the aggregate, (ii) Completion CapEx will not be expended on a well-by-well basis
unless (i) MLP and Borrower, on the one hand, and QMLP and Bluestem, on the other
hand, have entered into the Well Completion Undertaking and (ii) neither QMLP nor
Bluestem has defaulted in its contractual well hook-up obligations under the Well
Completion Undertaking.”



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     1.43 Section 7.19. The following new Section 7.19 is added to the Credit Agreement to
read in its entirety as follows:




     “Section 7.19. Second Lien Senior Term Loan. Until repayment in full of the
Revolving Loans and all other Obligations (other than contingent indemnity
obligations and except for Obligations owing in connection with Lender Hedging
Agreements) owing under this Agreement or any Loan Document, (i) no principal shall
be paid or prepaid on account of the Indebtedness owing in connection with the
Second Lien Senior Term Loan Agreement, (ii) no PIK Interest (as defined in the
Second Lien Senior Term Loan Agreement) will be paid in cash, and (iii) no amendment
or modification shall be made to the Second Lien Senior Term Loan Agreement that
would increase the rate of interest thereunder, shorten the maturity thereof or make
any other change to make the terms thereof more restrictive than the comparable
terms in this Agreement or otherwise materially adversely affect the Lenders. In
addition, Borrower shall deliver to the
Administrative Agent and the Administrative Agent deliver to each Lender a copy
of any amendment to the Second Lien Senior Term Loan Agreement promptly upon such
amendment being executed.”



     1.44 Section 8.01(j). Section 8.01(j) of the Credit Agreement is amended to read in
its entirety as follows:




     “(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 (or after the Recombination, any Excluded 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”



     1.45 Section 8.01(n). Section 8.01(n) of the Credit Agreement is amended to read in
its entirety as follows:




     “(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 after the Recombination, any Excluded Loan Party) or any
Loan Party (or after the Recombination, any Excluded 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; or”



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     1.46 Section 8.01(o). Section 8.01(o) of the Credit Agreement is amended to read in
its entirety as follows:




     “(o) Borrowing Base Deficiency. If any Borrowing Base Deficiency
continues to exist beyond the applicable time periods permissible under Section
2.04.”



     1.47 Exhibit C-Compliance Certificate. Exhibit C (Form of Compliance Certificate) to
the Credit Agreement is hereby amended in its entirety by Supplemental Exhibit C attached as
Supplemental Exhibit C to this Fifth Amendment. Any references in the Credit Agreement to Exhibit
C shall be deemed to refer to Supplemental Exhibit C from and after the Fifth Amendment Effective
Date.



     1.48 Exhibit E-Methodology for Determining Allocated G&A Expense. Exhibit E
(Methodology for Determining Allocated G&A Expense) attached to the Fifth Amendment is hereby made
Exhibit E to the Credit Agreement for all purposes.



     1.49 Exhibit F-Methodology for Determining Allocated Taxes. Exhibit F (Methodology
for Determining Allocated Taxes) attached to the Fifth Amendment is hereby made Exhibit F to the
Credit Agreement for all purposes.



     Paragraph 2. Effective Date. This Fifth Amendment shall not become effective until
the date (such date, the “Fifth Amendment Effective Date”) the Administrative Agent receives all of
the agreements, documents, certificates, instruments, and other items described below (which date
must be on or before December 17, 2009):



     (a) this Fifth Amendment, executed by the Borrower, the Guarantors, the Administrative Agent
and all the Lenders



     (b) payment of $15,000,000 to the Lenders in connection with a reduction of the Borrowing Base
from $160,000,000 to $145,000,000;



     (c) a shared general and administrative expense analysis;



     (d) a monthly capital expenditure budget;



     (e) fees and expenses required to be paid pursuant to Paragraph 5 of this Fifth Amendment, to
the extent invoiced prior to the Fifth Amendment Effective Date;



     (f) contemporaneous closing of the Eighth Amendment to the Second Lien Senior Term Loan
Agreement;



     (g) an executed Consent signed by the First Lien Agent (as defined in the Intercreditor
Agreement) required pursuant to Section 6.04 of the Intercreditor Agreement relating to the
increase in the interest rate contemplated by the Eighth Amendment to the Second Lien Senior Term
Loan Agreement;



     (h) contemporaneous closing of the Third Amendment to the QMLP Credit Agreement;



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     (i) contemporaneous closing of the Second Amendment to the Second Amended and Restated Credit
Agreement among Quest Parent, Royal Bank of Canada, as administrative agent and collateral agent,
and Royal Bank of Canada, as lender; and



     (j) all documentation relating to the Fifth Amendment shall be satisfactory to the First Lien
Lenders, as evidenced by their execution and delivery to the Administrative Agent of a signed
signature page to this Fifth Amendment; and



     (k) such other assurances, certificates, documents and consents as the Administrative Agent
may require.



     Paragraph 3. Acknowledgment and Ratification. The Borrower and the Guarantors each (i)
consent to the agreements in this Fifth Amendment and (ii) agree and acknowledge that the
execution, delivery, and performance of this Fifth Amendment shall in no way release, diminish,
impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor
under the Loan Documents to which it is a party, which Loan Documents shall remain in full force
and effect, as amended and waived hereby, and all rights thereunder are hereby ratified and
confirmed.



     Paragraph 4. Representations.



     (a) The Borrower and the Guarantors each represent and warrant to the Administrative Agent and
the Lenders that as of the Fifth Amendment Effective Date and after giving effect to the waivers
and amendments set forth in this Fifth Amendment (a) all representations and warranties in the Loan
Documents are true and correct in all material respects as though made on the date hereof,
except to the extent that any of them speak to a different specific date, and (b) no Default or
Event of Default exists.



     (b) The Borrower represents and warrants that neither the Recombination nor the Recombination
Agreement will trigger any “change of control” provision in any oil, gas or other mineral lease of
any Oil and Gas Properties having a PV10 of more than $100,000 in the aggregate, owned or leased by
Borrower or any of its Subsidiaries, the effect of which “change of control” would be to terminate
such lease or to deprive or dispossess Borrower or its Subsidiaries of the mineral estate created
thereby or to deny to Borrower or its Subsidiaries the right to produce oil and gas therefrom and
enjoy the benefits thereof.



     (c) The Borrower represents and warrants that 100% of the Borrowing Base Oil and Gas
Properties owned or leased by Borrower or any other Loan Party have been subjected to a Lien in
favor of the Administrative Agent and Collateral Agent for the benefit of the Lenders pursuant to
one or more of the Collateral Documents. The Borrower further represents and warrants that if any
Borrowing Base Oil and Gas Properties are not subject to a Lien in favor of the Administrative
Agent and Collateral Agent for the benefit of the Lenders, Borrower shall comply with the
requirements of Section 6.15 of the Credit Agreement and take such actions and 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 Lenders, has a Lien on all Borrowing
Base Oil and Gas Properties, as required thereby.



     Paragraph 5. Expenses. The Borrower shall pay on demand all reasonable costs, fees,
and expenses paid or incurred incident to this Fifth Amendment and preceding amendments including,
without limitation, Attorney Costs in connection with the negotiation, preparation, delivery, and
execution of this Fifth Amendment (and such prior amendments) and any related documents, filing and
recording costs and financial advisory advice provided to one or more of the Lenders including (i)
all



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reasonable costs, fees, and expenses of the Administrative Agent, including fees of its legal
counsel, Thompson & Knight LLP, and its financial advisor, Zolfo Cooper LLC, (ii) all reasonable
costs, fees, and expenses of Socété Générale, including fees of its counsel, Bracewell & Giuliani,
LLP, (iii) all reasonable costs, fees, and expenses of Wachovia Bank National Association and RZB
Finance LLC and their counsel K&L Gates, LLP, (iv) all reasonable costs, fees, and expenses of
Amegy Bank National Association and its counsel, Jackson Walker, LLP, and (v) all reasonable
costs, fees, and expenses of the Lenders’ financial advisor, Capstone Advisory Group, LLC.




     The Borrower further acknowledges that it has funded $75,000 to Capstone Advisory Group, LLC,
as financial advisor to one or more Lenders. Borrower acknowledges that such payment, together
with any other payments previously made by Borrower for financial or legal advisors to any Lender,
are for work to be performed and are not maximum amounts or limits to the Borrower’s obligation to
reimburse Lenders for such costs and expenses pursuant to Section 10.04 of the Credit Agreement
(unless specifically so limited or capped in any written engagement agreement with such financial
or legal advisor). Borrower further acknowledges and reconfirms its obligation under Section 10.04
to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any rights or remedies
under the Credit Agreement or the other Loan Documents. Borrower agrees and acknowledges that the
foregoing costs and expenses have been and will be incurred in connection with a workout and
restructuring of the Obligations under the Credit Agreement. Borrower agrees that the foregoing
applies also to similar payments made by it in connection with the Second Lien Senior Term Loan
Agreement.



     Paragraph 6. Miscellaneous.



     (a) This Fifth Amendment is a “Loan Document” referred to in the Credit Agreement. The
provisions relating to Loan Documents in Article X of the Credit Agreement are incorporated in this
Fifth
Amendment by reference. Unless stated otherwise (i) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each case, as appropriate,
(ii) headings and captions may not be construed in interpreting provisions, (iii) this Fifth
Amendment will be construed, and its performance enforced, under New York law and applicable
federal law, (iv) if any part of this Fifth Amendment is for any reason found to be unenforceable,
all other portions of it nevertheless remain enforceable, and (v) this Fifth Amendment may be
executed in any number of counterparts with the same effect as if all signatories had signed the
same document, and all of those counterparts must be construed together to constitute the same
document.



     Paragraph 7. Entire Agreement. This Fifth amendment represents the final agreement
between the parties about the subject matter of this Fifth Amendment 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.



     Paragraph 8. Parties. This Fifth Amendment binds and inures to the benefit of the
Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the Documentation Agent,
the Lenders, and their respective successors and assigns.



     Paragraph 9. Further Assurances. The parties hereto each agree to execute from time to
time such further documents as may be necessary to implement the terms of this Fifth Amendment.



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     Paragraph 10. Release.
As additional consideration for the execution, delivery and performance of this Fifth
Amendment by the parties hereto and to induce the Administrative Agent, the Collateral Agent and
the Lenders to enter into this Fifth Amendment, the Borrower warrants and represents to the
Administrative Agent, the Collateral Agent and the Lenders that no facts, events, statuses or
conditions exist or have existed which, either now or with the passage of time or giving of notice,
or both, constitute or will constitute a basis for any claim or cause of action against the
Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of
Obligations under the Revolving Notes and/or the Loan Documents, or (ii) the performance of any of
its obligations with respect to the Revolving Notes and/or the Loan Documents. In the event any
such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and
irrevocably hereby RELEASES, RELINQUISHES and forever DISCHARGES Administrative Agent, the
Collateral Agent and the Lenders, as well as their predecessors, successors, assigns, agents,
officers, directors, shareholders, employees and representatives, of and from any and all claims,
demands, actions and causes of action of any and every kind or character, past or present, which
Borrower may have against any of them or their predecessors, successors, assigns, agents, officers,
directors, shareholders, employees and representatives arising out of or with respect to (a) any
right or power to bring any claim for usury or to pursue any cause of action based on any claim of
usury, and (b) any and all transactions relating to the Loan Documents occurring prior to the date
hereof, including any loss, cost or damage, of any kind or character, arising out of or in any way
connected with or in any way resulting from the acts, actions or omissions of any of them, and
their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and
representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach
of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict
of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental
distress, tortious interference with contractual relations, tortious interference with corporate
governance or prospective business advantage, breach of contract, deceptive trade practices, libel,
slander or conspiracy, but in each case only to the extent permitted by applicable Law.



     Paragraph 11. Effectiveness of Facsimile Documents and Signatures. This Fifth
Amendment may be transmitted and/or signed by facsimile. The effectiveness of any such 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, the Collateral Agent, the
Documentation 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.



     The parties hereto have executed this Fifth Amendment in multiple counterparts to be effective
as of the Fifth Amendment Effective Date.



Remainder of Page Intentionally Blank

Signature Pages to Follow.




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     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed as
of the Fifth Amendment Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST CHEROKEE, LLC,	 	 
	 	 	as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	    /s/ David Lawler	 	 
	 	 	 	 	 	 	 
	 	 	 	 	    David Lawler	 	 
	 

	 	 	 	    President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST ENERGY PARTNERS, L.P.,	 	 
	 	 	as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	QUEST ENERGY GP, LLC,
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	    /s/ David Lawler	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	    David Lawler,	 	 
	 

	 	 	 	 	 	    President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	QUEST CHEROKEE OILFIELD SERVICE, LLC,	 	 
	 	 	as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	QUEST CHEROKEE, LLC,	 	 
	 	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	    /s/ David Lawler	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	    David Lawler,	 	 
	 

	 	 	 	 	 	    President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STP NEWCO, INC.,	 	 
	 	 	as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	    /s/ David Lawler	 	 
	 	 	 	 	 	 	 
	 	 	 	 	    David C. Lawler,	 	 
	 	 	 	 	    President and Chief Executive Officer	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA,	 	 
	 	 	as Administrative Agent and Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Susan Khokher 	 	 
	 

	 	Name:	 	
Susan Khokher
	 	 
	 

	 	Title:	 	Manager, Agency 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	L/C ISSUER AND LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender	 	 
	 	 	and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	    /s/ Leslie P. Vowell	 	 
	 

	 	 	 	 

    Leslie P. Vowell	 	 
	 

	 	 	 	    Attorney-in-Fact	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	KEYBANK NATIONAL ASSOCIATION,	 	 
	 	 	as Documentation Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert F. Pollis, Jr. 	 	 
	 

	 	Name:
	 	
Robert F. Pollis, Jr.
	 	 
	 

	 	Title:	 	Senior Vice President 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Saqib Khawaja 	 	 
	 

	 	Name:
	 	
Saqib Khawaja
	 	 
	 

	 	Title:	 	Vice President 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	SOCIÉTÉ GÉNÉRALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Warfel 	 	 
	 

	 	Name:
	 	
Stephen W. Warfel
	 	 
	 

	 	Title:	 	Managing Director 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	WACHOVIA BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald F. Bentien, Jr. 	 	 
	 

	 	Name:
	 	
Ronald F. Bentien, Jr.
	 	 
	 

	 	Title:	 	Director 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ V. Mark Fuqua 	 	 
	 

	 	Name:
	 	
V. Mark Fuqua
	 	 
	 

	 	Title:	 	Senior Vice President 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	AMEGY BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Terry Owen McCarter 	 	 
	 

	 	Name:
	 	
Terry Owen McCarter
	 	 
	 

	 	Title:	 	Senior Vice President 	 	 






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	AGREED TO AS OF THE FIFTH
	 	 	 	 	 	 
	AMENDMENT EFFECTIVE DATE:	 	RZB FINANCE, LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shirley Ritch 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Shirley Ritch 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Christopher Hoedl 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Christopher Hoedl 	 	 
	 

	 	Title:	 	First Vice President 	 	 






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SUPPLEMENTAL 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
15, 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]1 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.



 




			
	1	 	Delete after the closing of the Recombination.




Exhibit E Page 1









 




     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 E Page 2









 




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.	 	Consolidated EBITDA for four consecutive fiscal quarters
ending on the Statement Date (“Subject Period”) (see Credit Agreement definition of “Consolidated EBITDA”):	 	 
	 
	 	 	1.	 	 	Consolidated EBITDA for Subject Period:	 	$                    
	 
	 	 	2.	 	 	Deleted	 	$                    
	 
	 	 	3.	 	 	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.	 	 	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 Indebtedness, letter of credit reimbursement
obligations, Capital Leases, Synthetic Leases,
Guaranty Obligations)	 	$                    





Exhibit E Page 3








 







	 	 	 	 	 	 	 	 	 
	B.	 	Consolidated EBITDA	 	 
	 

	 	 	1.	 	 	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 F




METHODOLOGY FOR DETERMINING ALLOCATED G&A EXPENSE















 









	Shared G&A Services Allocation Shared G&A Services Allocation November 2009





 









 











	2010 Shared Services Allocation Procedure . G&A is composed of two categories: . Third-party
services that are performed on behalf of and directly billed to individual Quest entities (QRCP,
QELP, & QMLP) . Shared services billed through Quest Energy Services (QES) . d S (QES) . QES shared
services are composed of two components: . Directly allocable expenses, such as: — Expenses
incurred by a QES employee performing a discreet project for a single Quest entity (for example,
airfare for a trip to visit a Quest Midstream only customer) . Shared services costs, such as: —
Salaries of QES employees that perform services for the benefit of multiple Quest entities —
Shared overhead of QES employees (for example, rent/utilities of office space) . Shared services
employee compensation allocations are updated monthly by each QES employee. Shared services
overhead costs are allocated based on a compensation-weighted time allocation of all QES employees
that is updated on a monthly basis . . The forecasted 2010 G&A budget, reflected in the
projections, assumes a 12/31/09 recombination. Therefore, continued professional fees as a result
of the now-forecasted 1st quarter 2010 recombination are not reflected in the current budget (1)





 









 











	Allocation Mechanics Example 1 — A/P and Purchasing 1) QES Accounts Payable (A/P) employees
perform services for each individual Quest entity as well as for the shared services entity (QES)
2) On a monthly basis, each A/P employee allocates the amount of their time they anticipate working
on projects related to each Quest entity identified in Figure 1 below related to each Quest entity
identified in Figure 1 below 3) Non-QES time allocations are grossed up to 100% (for use in
compensation-weighted QES time allocation — see step 4) 4) Final monthly time of A/P employees for
QES allocation is calculated, as sum of Fi 1 N b 2009 Q t A/P & P hi C All W k ht A. Direct
allocation of non-QES overhead B. Allocation of QES overhead based on overall compensation-weighted
monthly time allocation of all QES employees, which is calculated per the 100%-gross up of direct
time allocation (per step 3) Figure 1: November 2009 Quest A/P & Purchasing Compensation Allocation
Worksheet Employee QMLP QELP QRCP QES Name BSP + KPC Cherokee Appalachia Appalachia Other Overhead
QMP QELP QRCP QMLP QELP QRCP QMLP QELP QRCP Employee 1 (Manager) Employee’s Time Allocation % to:
Final Employee’s Time Spent on the Following: Employee’s Time Allocation % to: Convert Non-OKC to
100% for QES Calc 2 3 41 py ( g ) Employee 1 10% 45% 40% 0% 2% 3% 10% 85% 2% 10% 88% 2% 11% 87% 3%
Employee 2 20% 35% 5% 5% 18% 17% 20% 40% 23% 24% 48% 28% 24% 50% 26% Employee 3 20% 50% 10% 10% 5%
5% 20% 60% 15% 21% 63% 16% 21% 63% 16% Employee 4 20% 40% 10% 10% 10% 10% 20% 50% 20% 22% 56% 22%
23% 56% 22% Employee 5 30% 40% 10% 10% 5% 5% 30% 50% 15% 32% 53% 16% 31% 53% 16% Employee 6 65% 5%
0% 25% 2% 3% 65% 5% 27% 67% 5% 28% 66% 7% 28% Employee 7 25% 25% 13% 13% 13% 12% 25% 38% 26% 28%
43% 29% 28% 44% 28% Compensation-Weighted Monthly Time Allocation Average (Excluding Co. 14) 25%
58% 17% 4A 4B (2)





 









 











	Allocation Mechanics Example 2 — Management Team . Compensation of Quest management team and
executive support staff are currently allocated 45%/45%/10% between QMLP, QELP, and QRCP
respectively. Since mid-year 20092009, management efforts have been focused on recombination Per
section 8.12 of the Merger Agreement executed July 2, 2009, “all costs and expenses incurred by the
parties to this Agreement in connection with this Agreement and the transaction contemplated hereby
shall be paid on the basis of 10% by QRCP,, 45% by QELP and 45% by QMLP” . After recombination is
completed or is no longer being pursued, time allocations will be adjusted as needed at direction
of individual employees on a monthly basis Final Employee’s Time Name Allocation %to: Last QMLP
QELP QRCP President & CEO Employee 1 Employee 1 45% 45% 10% 45% 45% 10% Employee 2 45% 45% 10%
Employee 3 45% 45% 10% Employee 4 45% 45% 10% Employee 5 45% 45% 10% Employee 6 45% 45% 10%
Employee 7 45% 45% 10% 7 45% 45% 10% Employee 8 45% 45% 10% (3)






 











 








EXHIBIT G




METHODOLOGY FOR DETERMINING ALLOCATED TAXES

OUTLINE OF TERMS OF TAX SHARING AGREEMENT




     1. Overview. The Tax Sharing Agreement will provide for the allocation and sharing of
income taxes among PostRock Energy Corporation (“Parent”), Quest Energy Partners, LLC and
its subsidiaries (collectively, “QELLC”), Quest Midstream Partners, LLC and its
subsidiaries (collectively “QMLLC”), and Quest Resource Corporation and its subsidiaries
other than QMLLC and QELLC (collectively, “QRC”), for taxable periods beginning on or after
the date of the recombination (“Tax Periods”).



     2. Allocation and Sharing of U.S. Federal Income Taxes. For each Tax Period, Parent
will file a consolidated U.S. federal income tax return which includes the income, gains, losses,
deductions, and credits (“Tax Items”) of each of QRC, QELLC, and QMLLC for such Tax Period.
Each of QRC, QELLC, and QMLLC will pay its respective allocable share of U.S. federal income taxes
to Parent for each Tax Period. Such allocable share shall equal the amount of U.S. federal income
tax that would have been owed to the IRS for such Tax Period by QRC, QELLC, or QMLLC, as the case
may be, determined as if such entity were a C corporation that filed its own separate corporate
return for U.S. federal income tax purposes and by taking into account (i) Tax Items generated by
such entity during such Tax Period which are includible on Parent’s consolidated federal income tax
return and (ii) any net operating losses, net capital losses, or tax credits generated by such
entity in any other Tax Periods (excluding taxable periods ending on or prior to the date of the
recombination) which could have been carried forward to such Tax Period if such entity were a C
corporation that filed its own separate corporate return (and elected to waive any carryback of any
such losses or credits) for U.S. federal income tax purposes for each Tax Period.



     3. Allocation and Sharing of State Income Taxes. In those states where QRC, QELLC, or
QMLLC are included in a combined, unitary or consolidated return filed by Parent, QRC’s, QELLC’s,
or QMLLC’s respective shares of any such state income taxes payable to Parent shall be determined
in a manner similar to that described in the preceding paragraph, but by applying applicable state
tax law (rather than federal tax law) in determining the amount of Tax Items and net operating
loss, tax credit or other tax attribute carryovers.



     4. Payment of Tax Sharing Amounts. Any tax sharing amounts, including estimated
taxes, payable by QRC, QELLC, or QMLLC for a Tax Period under the foregoing provisions shall be
paid to Parent no later than 5 days prior to the date that such taxes are due and payable by Parent
to the applicable taxing authority. In cases where estimated or interim tax payments are made to
Parent for a Tax Period, QRC’s, QELLC’s, and QMLLC’s respective shares of the estimated or interim
tax payments shall be determined in a manner similar to that described in the preceding paragraphs
(but shall be based on estimates for the portions of the Tax Period covered by the estimated or
interim tax payment).



     5. Tax Adjustments. If any adjustment is subsequently made to the Tax Items of QRC,
QELLC, or QMLLC pursuant to an original or amended return, refund claim, audit adjustment or
administrative or judicial decision, QRC’s, QELLC’s, and QMLLC’s respective allocable shares of tax
liability shall be readjusted accordingly and any payments required to conform to such adjustment
shall be made to or by Parent.




Exhibit G Page 1