Exhibit 4.2
                                                                     -----------

     THE SECURITY  REPRESENTED  HEREBY WAS ORIGINALLY  ISSUED AS OF DECEMBER 22,
     2003, HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
     (THE  "ACT"),  AND  MAY NOT BE SOLD OR  TRANSFERRED  IN THE  ABSENCE  OF AN
     EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR AN  EXEMPTION  FROM
     REGISTRATION THEREUNDER. THE SECURITY REPRESENTED HEREBY IS ALSO SUBJECT TO
     THE CONDITIONS  SPECIFIED IN THE NOTE PURCHASE  AGREEMENT AMONG THE COMPANY
     AND THE ORIGINAL HOLDER HEREOF AND CERTAIN INVESTORS,  DATED AS OF DECEMBER
     22, 2003 AND THE COMPANY  RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS
     SECURITY UNTIL THE  CONDITIONS  THEREIN HAVE BEEN FULFILLED WITH RESPECT TO
     SUCH TRANSFER. A COPY OF SUCH SECURITIES PURCHASE AGREEMENT MAY BE OBTAINED
     BY THE HOLDER HEREOF AT THE COMPANY'S  PRINCIPAL PLACE OF BUSINESS  WITHOUT
     CHARGE.

     THIS INSTRUMENT AND THE OBLIGATIONS  EVIDENCED  HEREBY ARE  SUBORDINATED TO
     THE PRIOR PAYMENT IN FULL OF THE SUPERIOR DEBT (AS DEFINED HEREINAFTER).



                               JUNIOR SUBORDINATED
                                 PROMISSORY NOTE
                                 ---------------

December 22, 2003                                                    $51,000,000

     Quest Cherokee,  LLC, a Delaware limited liability company (the "Company"),
hereby  promises to pay to the order of Cherokee Energy Partners LLC, a Delaware
limited  liability  company,  the principal amount of $51,000,000  together with
interest  thereon  calculated  from the date hereof (the "Date of  Issuance") in
accordance with the provisions of this Junior Subordinated  Promissory Note (the
"Note").

     This Note was issued pursuant to a Note Purchase Agreement, dated as of the
date hereof (such  agreement to which the initial holder is a party,  as amended
and modified  from time to time,  the  "Purchase  Agreement"),  by and among the
Company and the initial holder of this Note. For purposes of this Note,  "Junior
Notes"  means this Note and all other notes  issued on the date hereof or at any
time hereafter in  substantially  the same form whether  issued  pursuant to the
Purchase  Agreement  or  otherwise  (including  any  PIK  Notes).  The  Purchase
Agreement  contains  terms  governing the rights of the holder of this Note, and
all  provisions  of the Purchase  Agreement  are hereby  incorporated  herein by
reference.

     1.  Payment  of  Interest.  Interest  shall  accrue at the rate of  fifteen
percent (15%) per annum on the unpaid principal amount of this Note from time to
time  outstanding.  Interest  shall be computed on the basis of a 365 or 366-day
year (as applicable) and the actual number of days elapsed, and shall be payable
on each Interest Payment Date (as defined in the Purchase  Agreement);  provided
that, except to the extent same is permitted to be paid in cash under the Senior
Revolving  Credit  Agreement  (as defined in Section 6 hereof) on each  Interest
Payment  Date  after the Senior  Term  Repayment  Date (as  defined in Section 6
hereof), the Company shall

<PAGE>

pay  interest  in kind by either (i) issuing a PIK Note (as defined in Section 6
hereof)  to the holder  hereof in  principal  amount  equal to the amount of the
interest due on such Interest Payment Date or (ii) deferring the interest due on
such Interest Payment Date and all interest so deferred  pursuant to this clause
(ii) shall be added to and become a part of the principal of this Note as of the
Interest  Payment Date upon which it was  deferred,  and shall  thereafter  earn
interest as  provided  herein.  Except as provided in the last  sentence of this
Section 1, in all events an amount of accrued and unpaid interest (including any
interest  represented by a PIK Note or otherwise  previously added to principal)
shall be paid by the Company in cash,  on each Interest  Payment Date  occurring
after the fifth  anniversary  of the date  hereof,  equal to the least amount of
such accrued and unpaid  interest  such that the Note shall not have at any time
"significant original issue discount" within the meaning of section 163(i)(2) of
the Internal Revenue Code of 1986. Any accrued interest which for any reason has
not  theretofore  been paid shall be paid in full on the date on which the final
principal payment on this Note is made. Except for interest paid by the issuance
of a PIK Note or deferred and  paid-in-kind in accordance with the terms hereof,
interest  shall be paid  only if the  Senior  Term Debt has been paid in full in
cash and such payment is permitted by the terms of the Senior  Revolving  Credit
Agreement  and  only to the  extent  therefor  pursuant  to  Section  5.4 of the
Company's Amended and Restated Limited Liability Company Agreement.

     2.   Payment of Principal on Note.

          (a) Maturity.  The Company shall pay the principal amount  outstanding
under this Note (including  interest  deferred and added to the principal amount
of this Note as  provided  in Section 1 above)  together  with all  accrued  and
unpaid  interest  on such  principal  amount,  to the holder of this Note on the
Final  Maturity  Date (as defined in the Purchase  Agreement as in effect on the
date hereof).

          (b) Prepayments.

               (i)   Upon notice given as provided in subsection (ii) below, the
     Company may at any time and from time to time prepay all or any  proportion
     of the outstanding  principal  amount of the Note, plus accrued interest on
     the  outstanding   principal  amount  of  the  Note  through  the  date  of
     prepayment; provided that (A) the Senior Term Debt has been paid in full in
     cash, (B) such prepayment is permitted by the terms of the Senior Revolving
     Credit  Agreement and (C) such prepayment  shall be made pro rata among the
     holders  of the  Junior  Notes on the  basis of the  outstanding  principal
     amount of the Junior Note held by each holder.

               (ii) The Company  shall send  written  notice of its  election to
     make a  prepayment  on the  Junior  Notes  to the  holder  of this  Note by
     registered or certified mail, return receipt requested,  at least three (3)
     Business  Days prior to the date of  prepayment.  Such notice shall specify
     the date fixed for prepayment,  the aggregate principal amount outstanding,
     the  aggregate  amount of  interest  accrued on the  outstanding  principal
     amount  of this  Note  through  the  date of  prepayment  specified  in the
     Company's notice.

          (c) Time of Payment. If any payment of principal,  interest or premium
shall become due on a day which is not a Business Day (as defined  below),  such
payment shall be made on the next succeeding  Business Day and such extension of
time shall in such case be


                                       2

<PAGE>

included  in  computing  interest  in  connection  with such  payment.  The term
"Business  Day" as used  herein  means any day other than  Saturday or Sunday or
public  holiday  under  the laws of the  State of New York or other day on which
banking  institutions  are  authorized  or obligated to close in the City of New
York in the State of New York.

          (d) Form of Payment. Unless otherwise indicated herein, any payment to
be made  hereunder  shall  be made at the  direction  of the  holder  hereof  by
cashier's  or  certified  check to or upon the  order of the  holder  or by wire
transfer of immediately available funds to an account designated by the holder.

     3.   Subordination: Restrictions on Payment.

          Anything  in  this  Note or the  Purchase  Agreement  to the  contrary
notwithstanding,  the  obligations  of the Company in respect of the  principal,
interest, fees and charges on this Note shall be subordinate and junior in right
of payment,  to the extent and in the manner hereinafter set forth, to the prior
payment in full in cash of all Superior  Debt.  By its  acceptance  hereof,  the
payee and each other present and future holder of this Note and beneficial owner
of any  interest  in this Note or any  other  Subordinated  Debt  (collectively,
including the payee, the "holders" of Subordinated  Debt) irrevocably agree, for
the directly intended and enforceable  benefit of each present and future holder
of Superior  Debt,  that the  Subordinated  Debt is hereby  subordinated  to the
Superior Debt on the following terms:

          (a) In the event that the Company makes a general  assignment  for the
benefit of creditors;  or an order,  judgment or decree is entered  adjudicating
the Company  bankrupt or insolvent;  or any order for relief with respect to the
Company is entered under the Federal  Bankruptcy Code; or the Company  petitions
or applies to any tribunal for the appointment of a custodian, trustee, receiver
or  liquidator  of the Company or of any  substantial  part of the assets of the
Company,  or  commences  any  proceeding  relating  to  the  Company  under  any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
dissolution  or  liquidation  law of any  jurisdiction;  or any such petition or
application is filed, or any such  proceeding is commenced,  against the Company
(collectively referred to as an "Insolvency Event"), or upon any acceleration of
Superior Debt, then:

               (i) the  holders of  Superior  Debt shall be  entitled to receive
     payment in full in cash of all principal,  premium, interest, fees, charges
     and other amounts then due on all Superior Debt (including interest,  fees,
     charges and other amounts  accruing  thereon after the  commencement of any
     such Insolvency  Event at the rate provided in the  documentation  for such
     Superior Debt  (irrespective  of whether such  interest,  fees,  charges or
     other  amounts  are  allowed  as a claim in such  proceedings))  before the
     holder of this Note is  entitled  to  receive  any  payment  of any kind or
     character on account of  principal,  interest or other amounts due (or past
     due) upon this Note,  and the holders of Superior Debt shall be entitled to
     receive for application in payment  thereof all payments and  distributions
     of any kind or  character,  whether in cash,  property or  securities or by
     set-off  or  otherwise,  which may be payable  or  deliverable  in any such
     proceedings in respect of this Note; and

               (ii) any payment or distribution of assets of the Company, of any
     kind or character,  whether in cash,  property or securities,  to which the
     holder of this Note


                                       3
<PAGE>

      would be entitled  except for the provisions of this Section 3(a) shall be
      paid or  delivered  by the  Company  (or any  receiver  or trustee in such
      proceedings)  directly to the Senior  Revolving  Agent (or the Senior Term
      Agent if the Senior  Revolving Debt has been paid in full) for the benefit
      of the  holders  of  Superior  Debt for  application  of such  payment  or
      distribution  among the  holders of the  Superior  Debt  according  to the
      priorities  of such debt,  until all Superior  Debt  (including  interest,
      fees,  charges  and  other  amounts  accrued  thereon  after  the  date of
      commencement of such proceedings at the rate provided in the documentation
      for such  Superior  Debt  (irrespective  of whether such  interest,  fees,
      charges or other  amounts  are  allowed  as a claim in such  proceedings))
      shall have been paid in full in cash.

          (b) In any  proceedings  with respect to any Insolvency  Event, or the
application of the assets of the Company to the payment or liquidation  thereof,
or upon the  dissolution  or other  winding up of the business of the Company or
upon the sale of all or  substantially  all of the assets of the Company,  then,
and in any such event, (A) each holder of the Superior Debt shall be entitled to
receive full and  indefeasible  payment and satisfaction in cash of the Superior
Debt  prior to the  payment of all or any part of the  Subordinated  Debt by the
Company, other than a distribution of Reorganization  Subordinated Securities if
each  Senior  Agent and the  holder of this Note shall  have  entered  into such
amendments to this Note as either Senior Agent may reasonably request to reflect
the continued subordination of the Reorganization Subordinated Securities to the
Superior Debt, and (B) any payment or distribution of any kind or character from
the Company of its assets, whether in cash, securities or other property,  which
shall  be  payable  or  deliverable  upon or with  respect  to any or all of the
Subordinated  Debt,  other than a distribution  of  Reorganization  Subordinated
Securities  if each Senior  Agent and the holder of this Note shall have entered
into such amendments to this Note as either Senior Agent may reasonably  request
to  reflect  the  continued  subordination  of the  Reorganization  Subordinated
Securities  to the Superior  Debt,  shall be paid or  delivered  directly to the
Senior  Revolving  Agent (or the Senior Term Agent if the Senior  Revolving Debt
has been paid in full) for the benefit of the holders of the  Superior  Debt for
application to the Superior Debt in accordance with the priorities thereof,  due
or  not  due,  until  such  Superior  Debt  shall  have  first  been  fully  and
indefeasibly  paid  in  cash  and  satisfied  and  all  financing   arrangements
terminated. The holder of this Note irrevocably authorizes, empowers and directs
all receivers, trustees, liquidators, custodians, conservators and others having
authority in the premises to effect all such payments and distributions, and the
holder of this Note also irrevocably authorizes, empowers and directs the Senior
Revolving Agent (or the Senior Term Agent if the Senior  Revolving Debt has been
paid in full in cash) to demand, sue for, collect and receive every such payment
or distribution for the benefit of the Senior Lenders.  Any amounts collected or
received by any Senior Agent pursuant to the authority granted hereby,  shall be
paid or delivered  directly to holders of the Superior Debt for  application  to
the Superior Debt in accordance  with the  priorities  thereof,  due or not due,
until such  Superior Debt shall have first been fully and  indefeasibly  paid in
cash and satisfied and all financing arrangements terminated. The holder of this
Note agrees to execute and deliver to the Senior  Revolving Agent (or the Senior
Term  Agent if the Senior  Revolving  Debt has been paid in full in cash) or its
representative  all  such  further  instruments   confirming  the  authorization
referred to in the  foregoing  clause and agrees not to initiate or prosecute or
encourage any other person to initiate or prosecute  any claim,  action or other
proceeding  challenging the enforceability of the Superior Debt or any liens and
security interests securing the Superior Debt. The holder of this Note agrees to
execute,  verify,  deliver  and file any  proofs  of  claim  in  respect  of the
Subordinated Debt


                                       4
<PAGE>

requested by the Senior  Revolving Agent (or the Senior Term Agent if the Senior
Revolving  Debt has  been  paid in full in  cash)  in  connection  with any such
proceeding and hereby irrevocably  authorizes,  empowers and appoints the Senior
Revolving Agent (or the Senior Term Agent if the Senior  Revolving Debt has been
paid in full in cash) its agent and  attorney-in-fact  to (i)  execute,  verify,
deliver  and file such  proofs of claim  upon the  failure of the holder of this
Note  promptly  to do so  (and,  in any  event,  prior  to 30  days  before  the
expiration  of the time to file any such  proof) and (ii) vote such claim in any
such proceeding upon the failure of the holder of this Note to do so prior to 15
days before the  expiration  of the time to vote any such claim;  provided  that
neither Senior Agent shall have any obligation to execute, verify, deliver, file
and/or vote any such proof of claim.  In the event that a Senior Agent votes any
claim in  accordance  with the  authority  granted  hereby,  no holder  shall be
entitled to change or withdraw such vote. The Superior Debt shall continue to be
treated as Superior Debt and the provisions of this Note shall continue to cover
the relative rights and priorities of the Senior  Lenders,  on the one hand, and
the holder of this Note, on the other hand,  even if all or part of the Superior
Debt or the security interests securing the Superior Debt are subordinated,  set
aside,  avoided or disallowed in connection  with any such  proceeding  and this
Note shall be  reinstated if at any time any payment of any of the Superior Debt
is rescinded or must otherwise be returned by any holder of Superior Debt or any
representative of such holder.

          (c) Except for  payments  of  interest  in kind,  and the  issuance of
Reorganization  Subordinated Securities expressly permitted herein, no holder of
the Subordinated  Debt will,  except as otherwise agreed to by each Senior Agent
and the  Required  Lenders  (as  defined  in  Section 6 hereof) or to the extent
permitted under the Senior  Revolving Credit Agreement after the payment in full
in cash of the Senior Term Debt, ask, demand,  sue for, take or receive from the
Company,  by set  off or in any  other  manner,  the  whole  or any  part of the
Subordinated  Debt (whether  such amounts  represent  principal or interest,  or
obligations  which are due or not due,  including costs,  fees and expenses with
respect  to the Junior  Notes,  direct or  indirect,  absolute  or  contingent),
including,   without  limitation,  the  taking  of  any  negotiable  instruments
evidencing such  Subordinated  Debt nor any security for any Subordinated  Debt,
unless and until all Superior  Debt,  whether now existing or hereafter  arising
directly  between the Company and any holder of the Superior  Debt,  or acquired
outright, conditionally or as collateral security from another by any holder the
Superior Debt, shall have been fully and  indefeasibly  paid in full in cash and
satisfied and all financing arrangements and commitments between the Company and
all holders of the Superior Debt have been terminated.

          (d) Any  amendment or  modification  of the terms of Section 3 of this
Note shall not be effective against any Person who was a holder of Superior Debt
prior to or at the time of such amendment or modification  unless such holder of
Superior Debt so consents in writing.

          (e)  The  holders  of  Superior  Debt  may,  at  any  time,  in  their
discretion,  renew, amend,  extend,  increase,  restate,  refinance or otherwise
modify the terms and  provisions  of the  Superior  Debt so held or  exercise or
release  any  of  their  rights  under  the  Superior  Debt  including,  without
limitation,  the waiver of defaults  thereunder  and the amendment of any of the
terms or provisions  thereof (or any notice evidencing or creating the same), or
the release of collateral  securing the Superior  Debt, all without notice to or
assent  from the  holder of this Note.  No  compromise,  alteration,  amendment,
renewal,  restatement,  refinancing  or other  change of, or waiver,  consent or
other action in respect of any liability or  obligation  under or in respect of,
any


                                       5

<PAGE>

terms,  covenants  or  conditions  of  the  Superior  Debt  (or  any  instrument
evidencing  or creating the same),  whether or not such release is in accordance
with the  provisions  of the  Superior  Debt (or any  instrument  evidencing  or
creating the same),  shall in any way alter or affect the  enforceability of the
subordination provisions of this Note against the holder hereof.

          (f) If,  notwithstanding the provisions of Section 3 of this Note, any
payment or distribution of any kind or character (whether in cash, securities or
other  property) or any security shall be received by the holder of this Note in
contravention of this Section 3 and before all the Superior Debt shall have been
paid in full in cash,  such payment,  distribution  or security shall be held in
trust for the benefit of, and shall be  immediately  paid over or  delivered  or
transferred  to the  Senior  Revolving  Agent (or the  Senior  Term Agent if the
Senior  Revolving  Debt has been paid in full) for the benefit of the holders of
Superior Debt or their duly  appointed  agents for  application of such payment,
distribution  or  security  among the  holders  of each class of  Superior  Debt
according to the priorities of such Superior Debt. Any such payments received by
the  holder of this Note and  delivered  to the Senior  Revolving  Agent (or the
Senior  Term Agent if the Senior  Revolving  Debt has been paid in full) for the
benefit of the holders of the Superior  Debt shall be deemed not to be a payment
on this Note for any  reason  whatsoever  and the  indebtedness  under this Note
shall remain as if such erroneous  payment had never been paid by the Company or
received  by the holder of this Note.  In the event of the failure of any holder
of this Note to endorse or assign any such  payment,  distribution  or security,
each  Senior  Agent is hereby  irrevocably  authorized  to endorse or assign the
same.

          (g) No present or future  holder of Superior  Debt shall be prejudiced
in its right to enforce the  provisions  of Section 3 of this Note by any act or
failure to act on the part of the Company or such holder or any other  holder of
Superior Debt.

          (h) The holder of this Note shall not take or continue any action,  or
exercise or continue to exercise any rights,  remedies or powers under the terms
of this Note,  or exercise or continue to exercise  any other right or remedy at
law or equity that such holder might  otherwise  possess,  to collect any amount
due and  payable in respect of this Note,  including,  without  limitation,  the
acceleration of this Note, the  commencement of any foreclosure on any Lien, the
filing of any  petition  in  bankruptcy  or the  taking  advantage  of any other
insolvency law of any jurisdiction.

          (i)  Subject  to the  indefeasible  payment  in  full  in  cash of all
Superior Debt and the  termination of all lending  commitments  under the Senior
Revolving Credit  Agreement,  the holder of this Note shall be subrogated to the
rights  of the  Senior  Agents  and  Senior  Lenders  to  receive  payments  and
distributions with respect to the Superior Debt until this Note is paid in full.
The  holder of this  Note  agrees  that in the  event  that all or any part of a
payment made with respect to the Superior Debt is recovered  from the holders of
the  Superior  Debt in a  proceeding  with  respect  to an  Insolvency  Event or
otherwise,  any payment or distribution received by the holder of this Note with
respect  to this  Note at any  time  after  the date of the  payment  that is so
recovered,  whether  pursuant to the right of  subrogation  provided for in this
Note or  otherwise,  shall be deemed to have been received by the holder of this
Note in trust as property of the holders of the Superior  Debt and the holder of
this Note shall forthwith deliver the same to the Senior Revolving Agent (or the
Senior  Term Agent if the Senior  Revolving  Debt has been paid in full) for the
benefit of the Senior  Revolving  Lenders  (or the  Senior  Term  Lenders if the
Senior  Revolving  Debt has been paid in full)  for  application  to the  Senior
Revolving Debt (or the Senior


                                       7
<PAGE>

Term Debt if the Senior Revolving Debt has been paid in full) until the Superior
Debt is paid in full. A payment or  distribution  made  pursuant to this Section
3(i) to any Senior Agent or any Senior  Lender which  otherwise  would have been
paid to or  retained  by the holder of this Note is not,  as between the Company
and the  holder of this Note,  a payment by the  Company to or on account of the
Superior Debt.

          (j) The  provisions  of this  Section 3 are solely for the  purpose of
defining the relative  rights of the holders of Superior  Debt, on the one hand,
and the holder of this Note on the other,  against  the  Company and its assets,
and nothing  herein is intended to or shall  impair,  as between the Company and
the holder of this Note, the  obligations of this Company which are absolute and
unconditional,  to pay to the holder of this Note the  principal and interest on
this Note as and when they  become  due and  payable  in  accordance  with their
terms,  or is intended to or will  affect the  relative  rights of the holder of
this Note and  creditors  of the Company  other than the holders of the Superior
Debt, nor, except as provided in this Section 3, will anything herein or therein
prevent the holder of this Note from exercising all remedies otherwise permitted
by applicable  law upon default  under this Note subject to the rights,  if any,
under  this  Section 3 of the  holders  of  Superior  Debt in  respect  of cash,
property or  securities  of the Company  received  upon the exercise of any such
remedy and subject to this Section 3.

          (k) Each holder of the Subordinated Debt has purchased or acquired the
Subordinated Debt held by it with the express understanding that:

               (i) the Subordinated Debt constitutes the liability solely of the
     Company;

               (ii) no member of the  Company  has  guaranteed  or is  otherwise
     liable for any Subordinated Debt;

               (iii) the Subordinated Debt is not secured by any mortgage, lien,
     pledge, charge,  financing statement,  security interest,  hypothecation or
     other security device of any type (a "Lien"), nor is such Subordinated Debt
     supported  directly or indirectly by any direct or indirect guaranty of any
     Person; and

               (iv) such  holder of  Subordinated  Debt will never ask,  demand,
     accept,  receive or retain any guarantee of any  Subordinated  Debt, or any
     collateral  security for the payment of any Subordinated Debt, or any other
     form of payment  assurance as to any Subordinated  Debt, from any member or
     Subsidiary of the Company, and will not initiate or prosecute, or encourage
     any other Person to initiate or prosecute any claim or other proceeding.

          (l) Except for the payment of interest in kind in accordance  with the
terms of this Note,  if by the terms of this Note any  payment  becomes  due and
payable on account of the  principal of or interest on this Note at any time (i)
prior to the Senior Term  Repayment Date or (ii) after the Senior Term Repayment
Date, and with respect to this clause (ii) payment hereon is not permitted under
the Senior  Revolving  Credit  Agreement,  then the  holder of this Note  hereby
agrees  that,  notwithstanding  the terms of this  Note,  the date on which such
payment would  otherwise be due shall  automatically  be deferred,  extended and
postponed  until the date (the  "Extension  Date") on which all Senior Term Debt
has been paid in full and such payment is


                                       7
<PAGE>

permitted  pursuant to the terms of said Senior Revolving Credit  Agreement,  as
fully  as if by the  terms of this  Note  such  payment  was not due  until  the
Extension  Date.  The Company  shall not be in any respect in default under this
Note by reason of any such deferral, extension and postponement to the Extension
Date, and such deferral,  extension and postponement shall not otherwise subject
the  Company to any claim of default or any  enforcement  remedy.  The holder of
this Note,  in its capacity as a creditor,  and by its  acceptance of this Note,
covenants  and  agrees  that it will  not,  and will  not  encourage  any  other
individual or entity to, at any time, contest the validity, perfection, priority
or  enforceability of any Superior Debt and the promissory notes issued pursuant
thereto or any  guarantees  thereof or any of the other  Superior Loan Documents
(as deferred in Section 6 hereof) (or the liens and security  interests  granted
to the Collateral Agent (as defined in Section 6 hereof) pursuant thereto.

          (m) Any and all  payments  and  distributions  on account of this Note
that are received by any Senior  Agent or any Senior  Lender as a result of this
Section 3 shall be  distributed to the holders of the Superior Debt according to
the priorities of such Superior Debt.

     4.  Transfer  of  Note.  This  Note  may  be  transferred  subject  to  the
restrictions set forth in the Purchase  Agreement.  Upon any such transfer,  the
holder shall send written notice to the Company specifying the new holder's name
and address.  The term "Note" as used herein includes this Note and any notes or
other  evidences  of  indebtedness  issued in exchange for or in respect of this
Note or any portion hereof.

     5. Events of Default.

          (a)  Definition.  For purposes of this Note, an Event of Default shall
be deemed to have occurred if:

               (i) the Company fails to pay (A) when due, the full amount of any
     principal  payment on any Junior  Note or (B) within  five days of the date
     when due, the full amount of any interest  then accrued on any Junior Note;
     or

               (ii) the Company or any  subsidiary  makes an assignment  for the
     benefit of  creditors  or admits in writing its  inability to pay its debts
     generally  as they become  due; or an order,  judgment or decree is entered
     adjudicating  the Company or any Subsidiary  bankrupt or insolvent;  or any
     order for relief with respect to the company or any  Subsidiary  is entered
     under  the  Federal  Bankruptcy  Code;  or the  Company  or any  Subsidiary
     petitions or applies to any tribunal  for the  appointment  of a custodian,
     trustee, receiver or liquidator of the Company or any Subsidiary, or of any
     substantial  part  of the  assets  of the  Company  or any  Subsidiary,  or
     commences  any  proceeding  (other  than a  proceeding  for  the  voluntary
     liquidation and  dissolution of any Subsidiary)  relating to the Company or
     any  Subsidiary   under  any   bankruptcy,   reorganization,   arrangement,
     insolvency,  readjustment  of debt,  dissolution or liquidation  law of any
     jurisdiction;  or any such petition or  application  is filed,  or any such
     proceeding is commenced,  against the Company or any  Subsidiary and either
     (A) the Company or any such  Subsidiary  by any act  indicates its approval
     thereof,  consent  thereto or  acquiescence  therein or (B) such  petition,
     application or proceeding is not dismissed within 60 days.



                                       8
<PAGE>

          (b)  Consequences  of Events of Default.  Subject to the provisions of
Section 3 hereof,  if an Event of Default has  occurred and is  continuing,  the
holder or holders of the Junior Notes  representing  a majority of the aggregate
principal  amount of the Junior  Notes then  outstanding  may declare all or any
portion of the outstanding  principal amount of the Junior Notes due and payable
and demand immediate payment of all or any portion of the outstanding  principal
amount of the Junior  Notes owned by such holder or holders.  The Company  shall
give prompt written notice of any such demand to the other holders of the Junior
Notes,  each of which may demand immediate payment of all or any portion of such
holder's Note.

     6. Definitions.  For purposes of this Note, the following capitalized terms
have the following meaning.

     "Bank One" means Bank One,  NA, a national  banking  association,  with its
main  office  in  Chicago,   Illinois,  in  its  individual  capacity,  and  its
successors.

     "Collateral  Agent" has the meaning  assigned to such term in the  Superior
Loan Documents.

     "paid  in  full",  "paid in full in  cash",  "payment  in full" or  similar
phrases  mean with  respect to the  Superior  Debt,  the final and  indefeasible
payment  in  full  in cash of such  Superior  Debt  and the  termination  of all
commitments  of the  Senior  Lenders  (as  applicable)  pursuant  to the  Senior
Revolving Credit Agreement and Senior Term Credit Agreement, as applicable.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "PIK Note" means a junior subordinated  promissory note of the Company that
is  substantially  identical to this Note except for the stated principal amount
thereof.

     "Refinancing  Lender" means any Person which  provides  refinancing  to the
Company  of all or a portion  of the  Superior  Debt  outstanding  prior to such
refinancing.

     "Reorganization  Subordinated  Securities"  means (a) any equity securities
issued in substitution of all or any portion of the  Subordinated  Debt that are
subordinated  in right of  payment to the  Superior  Debt (or any notes or other
securities  issued in  substitution of all or any portion of the Superior Debt),
and (b) any notes or other debt securities  issued in substitution of all or any
portion of the Subordinated  Debt that are subordinated to the Superior Debt (or
any notes or other  securities  issued in  substitution of all or any portion of
the Superior Debt) to the same extent that the Subordinated Debt is subordinated
to the Superior Debt pursuant to the terms of this Note.

     "Required  Lenders"  means,  collectively,  the Senior  Revolving  Required
Lenders and the Senior Term Required Lenders;  provided, that, (i) if the Senior
Revolving Debt has been paid in full,  "Required  Lenders" means the Senior Term
Required  Lenders,  and (ii) if the  Senior  Term  Debt  has been  paid in full,
"Required Lenders" means the Senior Revolving Required Lenders.


                                       9
<PAGE>

     "Senior  Agents" means,  collectively,  the Senior  Revolving Agent and the
Senior Term Agent, and each individually, a "Senior Agent".

     "Senior Lenders" means,  collectively,  the Senior Revolving  Lenders,  the
Senior Term Lenders and any Refinancing Lender.

     "Senior  Revolving  Agent"  means Bank One in its  capacity as  contractual
representative  of the Senior Revolving Lenders pursuant to the Senior Revolving
Credit  Agreement  and not in its  individual  capacity  as a  Senior  Revolving
Lender, and any successor  administrative agent appointed pursuant to the Senior
Revolving  Credit  Agreement  (including any Refinancing  Lender or successor or
replacement  administrative  agent under any  successor or new credit  agreement
entered into in connection with the refinancing,  replacement or substitution in
whole or in part of the Senior Revolving Debt).

     "Senior  Revolving Credit Agreement" means that certain Credit Agreement by
and among the  Company,  the  lenders  from  time to time a party  thereto  (the
"Senior Revolving Lenders"), and the Senior Revolving Agent as amended, modified
or supplemented  from time to time and any replacement,  successor or new credit
agreement entered into in connection with the refinancing thereof.

     "Senior  Revolving Debt" means and includes (a) all  indebtedness for loans
made or  letters  of credit  issued or other  credit  extended  under the Senior
Revolving Credit  Agreement,  (b) all other  Obligations under and as defined in
the  Senior  Revolving  Credit   Agreement,   including,   without   limitation,
liabilities,  obligations,  expenses  and fees  under any Hedge  Agreements  (as
defined in the Senior Revolving Credit  Agreement)  between or among the Company
and any Senior Revolving Lender or any affiliate thereof, together with interest
thereon,  and (c) all indebtedness of the Company,  or any of their Subsidiaries
arising in connection with any refunding or refinancing  thereof (in which event
the terms "Senior Revolving Lenders" and "Senior Revolving Agent" shall refer to
the  Senior   Revolving   Lenders   and  Senior   Revolving   Agent  under  such
refunding/refinancing  facilities), in each instance together with all interest,
fees,  costs,  taxes,  expense  reimbursements,  indemnification  and other like
amounts  arising  under the  Senior  Revolving  Credit  Agreement  and any other
instrument  evidencing or agreement  governing any such indebtedness,  including
guaranties  and all such amounts that become  payable (or that would have become
payable if  enforceable  or allowable in such case or  proceeding)  on the terms
specified  in  such  instrument  or  agreement  after  the  commencement  of any
bankruptcy, reorganization, receivership, insolvency, liquidation or dissolution
proceeding,  whether or not the claim for such amount is enforceable,  allowable
or  allowed  as a claim  in such  proceeding  and  even  if  such  claim  is not
enforceable or allowed therein.

     "Senior Revolving  Required Lenders" means Required Banks as defined in the
Senior Revolving Credit Agreement.

     "Senior  Term  Agent"  means  Bank  One  in  its  capacity  as  contractual
representative  of the Senior  Term  Lenders  pursuant to the Senior Term Credit
Agreement and not in its  individual  capacity as a Senior Term Lender,  and any
successor  administrative  agent  appointed  pursuant  to the Senior Term Credit
Agreement   (including  any  Refinancing  Lender  or  successor  or


                                       10
<PAGE>

replacement  administrative  agent under any  successor or new credit  agreement
entered into in connection with the refinancing,  replacement or substitution in
whole or in part of the Senior Term Debt).

     "Senior Term Credit  Agreement"  means that certain Senior Term Second Lien
Secured Credit Agreement by and among the Company, the lenders from time to time
a party thereto (the

     "Senior Term Lenders"),  and the Senior Term Agent as amended,  modified or
supplemented  from  time  to  time  (to  the  extent  allowed  herein)  and  any
replacement,  successor or new credit agreement  entered into in connection with
the refinancing thereof.

     "Senior  Term Debt"  means (i)  indebtedness  under the Senior  Term Credit
Agreement and the promissory notes issued pursuant thereto,  including,  without
limitation, principal, premium, interest and other liabilities payable from time
to time  and  similar  obligations,  interest  accruing  before  and  after  any
Insolvency Event at the rate provided in the documentation  with respect thereto
(irrespective of whether such principal,  premium, interest or other liabilities
are  allowed  as a claim in any such  proceeding),  premiums,  penalties,  fees,
indemnities  or expenses,  and  regardless  of whether  direct or indirect,  now
existing or hereafter arising, absolute or contingent,  secured or unsecured, or
long or short term, (ii) obligations  arising under  guarantees  executed by the
Company or any of its members or  Subsidiaries  of items described in (i) above,
and   (iii)   renewals,   extensions,   refundings,   refinancings,   deferrals,
restructurings,  amendments  and  modifications  of the items  described  in (i)
and/or (ii) above.

     "Senior  Term  Repayment  Date"  means the date that all of the Senior Term
Debt is paid in full in cash.

     "Senior Term Required  Lenders"  means  Required  Lenders as defined in the
Senior Term Credit Agreement.

     "Subordinated   Debt"  means  (i)  indebtedness  under  the  Junior  Notes,
including,   without  limitation,   principal,   premium,   interest  and  other
liabilities  payable  from  time  to time  and  similar  obligations,  premiums,
penalties,  fees,  indemnities or expenses,  and regardless of whether direct or
indirect, now existing or hereafter arising, absolute or contingent,  secured or
unsecured,  or long or short term,  (ii)  obligations  arising under  guarantees
executed by the Company or any of its  Subsidiaries  of items  described  in (i)
above,  and (iii) renewals,  extensions,  refundings,  refinancings,  deferrals,
restructurings,  amendments  and  modifications  of the items  described  in (i)
and/or (ii) above.

     "Subsidiary"  means, with respect to any Person,  any corporation,  limited
liability  company,  partnership,  association or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof,  or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar  ownership  interest  thereof is at the time
owned or  controlled,  directly  or  indirectly,  by any  Person  or one or more
Subsidiaries of that Person or a combination  thereof.  For purposes  hereof,


                                       11
<PAGE>

a Person or Persons shall be deemed to have a majority  ownership  interest in a
limited liability company, partnership,  association or other business entity if
such  Person or  Persons  shall be  allocated  a majority  of limited  liability
company,  partnership,  association or other business  entity gains or losses or
shall be or control any  managing  director or general  partner of such  limited
liability company, partnership, association or other business entity.

     "Superior  Debt" means (i) all Senior  Revolving  Debt; and (ii) all Senior
Term Debt.

     "Superior Loan Documents" means, collectively, the "Loan Papers" as defined
in the Senior  Revolving Credit Agreement and the "Loan Documents" as defined in
the Senior Term Credit Agreement.

     7. Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of the Note may be amended and the Company may take any action herein
prohibited,  or omit to perform any act herein  required to be  performed by it,
only if the  Company  has  obtained  the  written  consent of the holders of the
Junior Notes then  outstanding  and each Senior  Agent and the Required  Lenders
with respect to any Superior Debt then outstanding.

     8. Cancellation.  After all principal and accrued interest at any time owed
on this  Note has been  paid in full,  this  Note  shall be  surrendered  to the
Company for cancellation and shall not be reissued.

     9. Remedies Cumulative.  No remedy herein conferred upon the holder of this
Note is intended to be  exclusive of any other  remedy,  and each and every such
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.

     10.  Remedies not Waived.  No course of dealing between the Company and the
holder of this Note or any delay on the part of the holder  hereof in exercising
any  rights  hereunder  shall  operate as a waiver of any right of the holder of
this Note.

     11. Covenants Bind Successors and Assigns. All the covenants, stipulations,
promises and  agreements  in this Note  contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.

     12.  Governing  Law.  This  Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York.

     13. Heading.  The headings of the sections and subsections of this Note are
inserted for convenience only and do not constitute a part of this Note.

     14.  Third  Party  Beneficiary.  The  Company  and the  holder of this Note
acknowledge  and agree that the Senior Agents and the Senior Lenders and each of
their successors and assigns are third party  beneficiaries of the provisions of
Section 3 of this Note, and the provisions of Section 3 of this Note shall inure
to the benefit of and be  enforceable by the Senior Agent and the Senior Lenders
and their respective successors and assigns.



                                       12

<PAGE>

     15. Acceptance and Acknowledgment. By accepting this Note and advancing the
proceeds of the  Subordinated  Debt  evidenced by this Note,  the holder  hereof
hereby agrees to, acknowledges and accepts,  each of the terms and provisions of
this Note.

                  [Remainder Of Page Intentionally Left Blank]


                                       13
<PAGE>



     IN WITNESS WHEREOF, the Company has executed and delivered this Note on the
Date of Issuance.

                               QUEST CHEROKEE, LLC


                               By:   /s/ Jerry Cash
                                     --------------------------
                               Name: Jerry D. Cash
                                     --------------------------
                               Title:Manager
                                     --------------------------