exv10w61






Exhibit 10.61




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT (this “Third Amendment”) is entered
into as of January 30, 2009, among QUEST RESOURCE CORPORATION, a Nevada corporation (the
“Borrower”), the Guarantors listed on the signature pages hereto, 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),
and as the Lender.



     Reference is made to the Amended and Restated Credit Agreement dated as of July 11, 2008 among
Borrower, the Administrative Agent, the Collateral Agent and the Lender, as amended by that certain
First Amendment to Amended and Restated Credit Agreement dated as of October 24, 2008 and that
certain Second Amendment to Amended and Restated Credit Agreement dated as of November 4, 2008 (as
amended, the “Credit Agreement”). Unless otherwise defined in this Third 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 Third Amendment.



RECITALS




     A. The Borrower, Administrative Agent and Lender desire to enter into this Third Amendment.



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



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



     1.1 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:



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



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




     “Qualifying Lycoming Sale” means a sale of all or a portion of the Oil and Gas
Properties owned by Quest Eastern Resource, LLC, f/k/a PetroEdge Resources (WV) LLC located
in Lycoming County, Pennsylvania, to a purchaser for Net Cash Proceeds of at least
$5,100,000 provided that (i) a purchase and sale agreement for such sale is executed on or
before January 31, 2009, (ii) a signed copy of such purchase and sale agreement is delivered
to the Administrative Agent on or before January 31, 2009, (iii) Net Cash Proceeds (other
than any holdback amount) are received by Quest Eastern Resource, LLC or Borrower on or
before February 28, 2009 and out of such Net Cash Proceeds Quest Eastern Resource, LLC or
Borrower applies $750,000 as a mandatory prepayment against the Original Term Loan Principal
Debt by the earlier of (A) one (1) Business Day after receipt by Quest Eastern Resource, LLC
or Borrower of such Net Cash Proceeds and (B) February 28, 2009.”



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     “Third Amendment Effective Date means January 30, 2009.”



     “Third Amendment to Credit Agreement means that certain Third Amendment to Amended and
Restated Credit Agreement dated as of January 30, 2009, among the Borrower, Royal Bank of Canada,
as Administrative Agent, Collateral Agent and as the Lender.”



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




     “(i) Dispositions. If any Net Cash Proceeds are received by the Borrower or
any Subsidiary (other than an Excluded Subsidiary) from one or more Dispositions (including
any deferred purchase price therefor and including sales of stock or other equity interests
of Subsidiaries (other than Excluded Subsidiaries)) excluding the PetroEdge Disposition and
any Disposition permitted by Section 7.07(a), the Term Loans shall be prepaid, immediately
upon receipt of such Net Cash Proceeds, in an amount equal to the amount of Net Cash
Proceeds received from all such Dispositions as follows: first, to the Additional Term Loan
Principal Debt until repaid in full, second, the next $4,500,000 will be applied to the
Original Term Loan Principal Debt (and any such prepayments will be applied against
installments of principal due on the Original Term Loan in direct order of maturity as
specified in Section 2.06(a)), third, provided (a) the QELP Second Amendment has become
effective, (b) the QELP First Amendment has become effective, (c) the QMLP Second Amendment
has become effective, (d) the QELP Redetermined Borrowing Base is at least $190,000,000, and
(e) such Net Cash Proceeds are received by the Borrower or any Subsidiary (other than an
Excluded Subsidiary) by January 31, 2009 (or in the case of the Qualifying Lycoming Sale, by
the deadline specified therefor in the definition of “Qualifying Lycoming Sale”), the
Borrower or such Subsidiary will be entitled to retain for its own use up to $20,000,000 of
Net Cash Proceeds (subject to the additional mandatory $750,000 prepayment specified in the
definition of “Qualifying Lycoming Sale” in connection with the Qualifying Lycoming Sale)
received by Borrower or such Subsidiary for working capital and to make Capital Expenditures
for the development of its Oil and Gas Properties (but if any of the foregoing conditions
are not satisfied, then no Net Cash Proceeds will be retained by the Borrower or such
Subsidiary for its own use pursuant to this clause) and fourth, any excess Net Cash Proceeds
will be applied to the Original Term Loan Principal Debt, unless an Event of Default has
occurred and is continuing or would arise as a result thereof (whereupon the provisions of
Section 2.11(d) and not the provisions of this Section 2.04(c)(i) shall apply.”



     Paragraph 2. Effective Date. This Third Amendment shall not become effective until
the date (such date, the “Third Amendment Effective Date”) the Administrative Agent receives this
Third Amendment, executed by the Borrower, the Guarantors, the Administrative Agent and the Lender;



     Paragraph 3. Acknowledgment and Ratification. The Borrower and the Guarantors each
(i) consent to the agreements in this Third Amendment and (ii) agree and acknowledge that the
execution, delivery, and performance of this Third 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.



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     Paragraph 4. Representations. The Borrower and the Guarantors each represent and
warrant to the Administrative Agent and the Lender that as of the Third Amendment Effective Date
and after giving effect to the waivers and amendments set forth in this Third 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.



     Paragraph 5. Expenses. The Borrower shall pay on demand all reasonable costs, fees,
and expenses paid or incurred by the Administrative Agent incident to this Third Amendment,
including, without limitation, Attorney Costs in connection with the negotiation, preparation,
delivery, and execution of this Third Amendment and any related documents, filing and recording
costs, and the costs of title insurance endorsements, if any.



     Paragraph 6. Miscellaneous.



     (a) This Third 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
Third 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 Third
Amendment must be construed, and its performance enforced, under New York law and applicable
federal law, (iv) if any part of this Third Amendment is for any reason found to be unenforceable,
all other portions of it nevertheless remain enforceable, and (v) this Third 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 THIRD AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS 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 Third Amendment binds and inures to the benefit of the
Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the Lender, 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 Third Amendment.



     Paragraph 10. Release. As additional consideration for the execution, delivery and
performance of this Third Amendment by the parties hereto and to induce the Administrative Agent,
the Collateral Agent and the Lender to enter into this Third Amendment, the Borrower warrants and
represents to the Administrative Agent, the Collateral Agent and the Lender 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 and the Lender or any defense to (i) the
payment of Obligations under the Term Notes and/or the Loan Documents, or (ii) the performance of
any of its obligations with respect to the Term 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 Lender, as well as their



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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.




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



	 	 	 	 	 
	 	BORROWER:



QUEST RESOURCE CORPORATION,

as Borrower

 	 
	 	By:  	    /s/ David Lawler
 	 
	 	 	    David Lawler, 	 
	 	 	    President 	 
	 




     The undersigned, as the Guarantors referred to in the Credit Agreement, as amended and
restated by this Third Amendment, hereby consent to this Third Amendment and hereby confirm and
agree that (i) the Loan Documents (which specifically includes the Guaranty executed by each
Guarantor and each Security Agreement and Mortgage executed by each Guarantor) in effect on the
date hereof to which each are a party are, and shall continue to be, in full force and effect and
are hereby confirmed and ratified in all respects except that, upon the effectiveness of, and on
and after the Third Amendment Effective Date, all references in such Loan Documents to the Credit
Agreement shall mean the Credit Agreement as amended by this Third Amendment, and (ii) such Loan
Documents consisting of Guaranties, Security Agreements, Mortgages, and assignments and all of the
collateral described therein do, and shall continue to, secure the payment by the Borrower of the
Obligations under the Credit Agreement.



	 	 	 	 	 
	 	GUARANTORS:



QUEST OIL & GAS, LLC

as a Guarantor

 	 
	 	By:  	    /s/ David Lawler
 	 
	 	 	    David Lawler, 	 
	 	 	    President 	 
	 
	 	QUEST ENERGY SERVICE, LLC,

as a Guarantor

 	 
	 	By:  	    /s/ David Lawler
 	 
	 	 	    David Lawler, 	 
	 	 	    President 	 
	 



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	 	QUEST EASTERN RESOURCE, LLC

as a Guarantor

 	 
	 	By:  	    /s/ David Lawler
 	 
	 	 	    David Lawler, 	 
	 	 	    President 	 
	 
	 	QUEST MERGERSUB, INC.,

as a Guarantor

 	 
	 	By:  	    /s/ David Lawler
 	 
	 	 	    David Lawler, 	 
	 	 	    President 	 
	 



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	 	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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	 	L/C ISSUER AND LENDER:



ROYAL BANK OF CANADA,

as a Lender and L/C Issuer

 	 
	 	By:  	    /s/ Jason York
 	 
	 	 	    Jason York 	 
	 	 	    Authorized Signatory 	 
	 



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