exv10w4



 




Exhibit
10.4




Execution





CREDIT AGREEMENT




among




QUEST RESOURCE CORPORATION

as the Borrower,




ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent




and




The Lenders Party Hereto




$50,000,000




SENIOR CREDIT FACILITY




RBC CAPITAL MARKETS

As Lead Arranger and Sole Bookrunner




Dated as of November 15, 2007




 









 





TABLE OF CONTENTS




	 	 	 
	 	Page
	ARTICLE I. DEFINITIONS AND ACOUNTING TERMS
	 	1
	1.01 Defined Terms
	 	1
	1.02 Other Interpretive Provisions
	 	21
	1.03 Accounting Terms
	 	21
	1.04 Rounding
	 	22
	1.05 References to Agreements and Laws
	 	22
	 
	 	 
	ARTICLE II. THE REVOLVING COMMITMENTS AND BORROWINGS
	 	22
	2.01 Revolving Loans
	 	22
	2.02 Borrowing Base Determinations
	 	22
	2.03 Borrowings, Conversions and Continuations of Loans
	 	22
	2.04 Prepayments
	 	24
	2.05 Reduction or Termination of Revolving Commitments
	 	25
	2.06 Repayment of Revolving Loans
	 	25
	2.07 Interest
	 	26
	2.08 Fees
	 	26
	2.09 Computation of Interest and Fees
	 	27
	2.10 Evidence of Debt
	 	27
	2.11 Payments Generally
	 	27
	2.12 Sharing of Payments
	 	30
	2.13 Pari Passu Lien Securing Lender Hedging Obligations
	 	30
	2.14 Letters of Credit
	 	30
	2.15 Revolving Commitment Increase
	 	37
	 
	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
	 	38
	3.01 Taxes
	 	38
	3.02 Illegality
	 	40
	3.03 Inability to Determine Rates
	 	40
	3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans
	 	41
	3.05 Compensation for Losses
	 	42
	3.06 Matters Applicable to all Requests for Compensation
	 	42
	3.07 Survival
	 	42
	3.08 Mitigation Obligations
	 	42
	 
	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSION
	 	43
	4.01 Conditions Precedent to Initial Credit Extension
	 	43
	4.02 Conditions to all Credit Extensions
	 	46
	 
	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
	 	46
	5.01 Existence; Qualification and Power; Compliance with Laws
	 	46
	 
	 	 
	i







 









 






	 	 	 
	 	Page
	5.02 Authorization; No Contravention
	 	47
	5.03 Governmental Authorization
	 	47
	5.04 Binding Effect
	 	47
	5.05 Financial Statements; No Material Adverse Effect
	 	47
	5.06 Litigation
	 	48
	5.07 No Default
	 	48
	5.08 Ownership of Property; Liens;
	 	48
	5.09 Environmental Compliance
	 	48
	5.10 Insurance
	 	48
	5.11 Taxes
	 	48
	5.12 ERISA Compliance
	 	49
	5.13 Subsidiaries and other Investments
	 	49
	5.14 Margin Regulations; Investment Company Act; Use of Proceeds
	 	49
	5.15 Disclosure; No Material Misstatements
	 	50
	5.16 Location of Business and Offices
	 	50
	5.17 Compliance with Laws
	 	50
	5.18 Third Party Approvals
	 	50
	5.19 Solvency
	 	50
	 
	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS
	 	50
	6.01 Financial Statements
	 	51
	6.02 Certificates; Other Information
	 	51
	6.03 Notices
	 	52
	6.04 Payment of Obligations
	 	53
	6.05
Preservation of Existence, Etc.
	 	53
	6.06 Maintenance of Assets and Business
	 	53
	6.07 Maintenance of Insurance
	 	53
	6.08 Compliance with Laws and Contractual Obligations
	 	54
	6.09 Books and Records
	 	54
	6.10 Inspection Rights
	 	54
	6.11 Compliance with ERISA
	 	54
	6.12 Use of Proceeds
	 	54
	6.13 Material Agreements
	 	55
	6.14 Guaranties
	 	55
	6.15 Further Assurances; Additional Collateral
	 	55
	6.16 Fiscal Year
	 	56
	 
	 	 
	ARTICLE VII. NEGATIVE COVENANTS
	 	56
	7.01 Liens
	 	56
	7.02 Investments
	 	59
	7.03 Hedging Agreements
	 	59
	7.04 Indebtedness
	 	60
	7.05 Lease Obligations
	 	60
	7.06 Fundamental Changes
	 	61
	 
	 	 
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	 	Page
	7.07 Dispositions
	 	61
	7.08 Restricted Payments; Distributions and Redemptions
	 	61
	7.09 ERISA
	 	62
	7.10 Nature of Business; Capital Expenditures; Risk Management
	 	62
	7.11 Transactions with Affiliates
	 	62
	7.12 Burdensome Agreements
	 	62
	7.13 Use of Proceeds
	 	62
	7.14 Material Agreements
	 	62
	7.15 Financial Covenants
	 	63
	 
	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
	 	63
	8.01 Events of Default
	 	63
	8.02 Remedies Upon Event of Default
	 	66
	8.03 Application of Funds
	 	66
	 
	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT
	 	67
	9.01 Appointment and Authorization of Agents; Lender Hedging Agreements
	 	67
	9.02 Delegation of Duties
	 	67
	9.03 Default; Collateral
	 	68
	9.04 Liability of Agents
	 	69
	9.05 Reliance by Administrative Agent
	 	70
	9.06 Notice of Default
	 	70
	9.07 Credit Decision; Disclosure of Information by Administrative Agent
	 	70
	9.08 Indemnification of Agents
	 	71
	9.09 Administrative Agent in its Individual Capacity
	 	71
	9.10 Successor Administrative Agent and Collateral Agent
	 	72
	9.11 Other Agents; Arranger
	 	72
	9.12 Administrative Agent May File Proofs of Claim
	 	73
	9.13 Hedging Agreements
	 	73
	 
	 	 
	ARTICLE X. MISCELLANEOUS
	 	73
	10.01
Amendments, Release of Collateral, Etc.
	 	74
	10.02 Notices and Other Communications; Facsimile Copies
	 	76
	10.03 No Waiver; Cumulative Remedies
	 	77
	10.04 Attorney Costs; Expenses and Taxes
	 	77
	10.05 Indemnification
	 	77
	10.06 Payments Set Aside
	 	78
	10.07 Successors and Assigns
	 	79
	10.08 Confidentiality
	 	81
	10.09 Set-off
	 	82
	10.10 Interest Rate Limitation
	 	82
	10.11 Counterparts
	 	82
	10.12 Integration
	 	82
	10.13 Survival of Representations and Warranties
	 	83
	10.14 Severability
	 	83
	 
	 	 
	iii







 









 






	 	 	 
	 	Page
	10.15 Replacement of Lenders
	 	83
	10.16 Governing Law
	 	83
	10.17 Waiver of Right to Trial by Jury, Etc.
	 	84
	10.18 Time of the Essence
	 	85
	10.19 ENTIRE AGREEMENT
	 	85
	 
	 	 
	iv







 









 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	2.01

	 	Revolving Commitments
	5.13

	 	Subsidiaries and Equity Investments
	7.01

	 	Existing Liens
	7.04

	 	Indebtedness
	7.11

	 	Transactions With Affiliates
	10.02

	 	Addresses for Notices to Borrower, Guarantors and Administrative Agent
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit: Form of:
	 
	 	 
	A-l

	 	Borrowing Notice
	A-2

	 	Conversion/Continuation Notice
	A-3

	 	Repayment Notice
	B

	 	Revolving Note
	C

	 	Compliance Certificate pursuant to Section 6.02(a)
	D

	 	Assignment and Assumption
	 
	 	 
	v







 









 






CREDIT AGREEMENT




     THIS CREDIT AGREEMENT is entered into as of November 15, 2007, among QUEST RESOURCE
CORPORATION a Nevada corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative
Agent and Collateral Agent.



     The Borrower has requested that the Lenders provide a secured revolving credit facility and
the Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms.



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



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



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



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



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



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



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



     Aggregate Revolving Commitment means collectively the Revolving Commitments of all the
Lenders which Revolving Commitment collectively for all Lenders shall be an amount (subject to
increase, reduction or cancellation as herein provided) equal to
$50,000,000.



     Agreement means this Credit Agreement.



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     “Applicable Rate” means, from time to time, the following percentages per annum, based upon
the Leverage Ratio;



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	Pricing	 	Leverage	 	Letters of	 	Eurodollar	 	 	 	 	 	Commitment
	Level	 	Ratio	 	Credit	 	Rate +	 	Base Rate +	 	Fee
	1
	 	 	<1.5x	 	 	 	2.50	%	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%
	2
	 	3 1.5x but < 2.5x	 	 	2.75	%	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%
	3
	 	 	3 2.5x	 	 	 	3.00	%	 	 	3.00	%	 	 	2,00	%	 	 	0.50	%






     Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio
shall become effective as of the first day of the fiscal quarter of the Borrower immediately
following the date of a Compliance Certificate delivered pursuant to Section 6.02(a); provided,
however, that if no Compliance Certificate is delivered during a fiscal quarter when due in
accordance with such Section, Pricing Level 3 shall apply as of the first day of such following
fiscal quarter. The Applicable Rate in effect from the Closing Date through March 31, 2008 shall
be based upon Pricing Level 3.



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



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



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



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



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



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



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



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



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



     Borrower has the meaning specified in the introductory paragraph hereto.



     Borrower Affiliate means each of the QRC Subsidiaries.



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



     Borrowing
Base has the meaning set forth in Section 2.02(a).



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



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



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



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



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



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



     Cash Equivalents means:




          (a) United States Dollars;




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



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




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




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




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




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



     Change of Control means 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 Borrower; provided, however, that a merger of Borrower into another entity in which
the other entity is the survivor shall not be deemed a Change of Control if Borrower’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.



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



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



     Code means the Internal Revenue Code of 1986.



     Collateral means all property and interests in property and proceeds thereof now owned or
hereafter acquired by the Borrower, and its Subsidiaries (other than the Excluded MLP Entities) in
or upon which a Lien now or hereafter exists in favor of the Secured Parties, or the
Administrative Agent or Collateral Agent on behalf of the Secured Parties, including whether under
this Agreement, the Collateral



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Documents, or under any other document executed by any Borrower Affiliate (other than the Excluded
MLP Entities) and delivered to the Administrative Agent, Collateral Agent or any Secured Party.




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



     Collateral Documents means (a) each Guaranty and Security Agreement, and all other security
agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges, guaranties,
extension agreements and other similar agreements or instruments executed by the Borrower, or any
other Loan Party for the benefit of the Secured Parties now or hereafter delivered to the Secured
Parties, the Administrative Agent or the Collateral Agent pursuant to or in connection with the
transactions contemplated hereby, and all financing statements (or comparable documents now or
hereafter filed in accordance with the Uniform Commercial Code or comparable Law) against the
Borrower or any QRC Subsidiary as debtor in favor of the Secured Parties, the Administrative Agent
or the Collateral Agent for the benefit of the Secured Parties, as secured party, to secure or
guarantee the payment of any part of the Obligations or the performance of any other duties and
obligations of Borrower under the Loan Documents or the Lender Hedging Agreements, whenever made
or delivered, and (b) any amendments, supplements, modifications, renewals, replacements,
consolidations, substitutions, restatements, continuations, and extensions of any of the
foregoing.



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



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



     Consolidated Annualized EBITDA means, for the Borrower and the QRC Subsidiaries on a
consolidated basis (a) for the fiscal quarter ended March 31, 2008, Consolidated EBITDA for the
three month period ended March 31, 2008 multiplied by 4, (b) for the fiscal quarter ended June 30,
2008, Consolidated EBITDA for the six month period ended June 30, 2008 multiplied by 2, (c) for
the fiscal quarter ended September 30, 2008, Consolidated EBITDA for the nine month period ended
September 30, 2008 multiplied by 1.33, and (d) for the fiscal quarter ended December 31, 2008,
Consolidated EBITDA for the twelve month period ended December 31,2008.



     Consolidated Annualized Interest Charges means, for the Borrower and the QRC Subsidiaries on
a consolidated basis (a) for the fiscal quarter ended March 31, 2008, Consolidated Interest
Charges for the three month period ended March 31, 2008 multiplied by 4, (b) for the fiscal
quarter ended June 30, 2008, Consolidated Interest Charges for the six month period ended June 30,
2008 multiplied by 2, (c) for the fiscal quarter ended September 30, 2008, Consolidated Interest
Charges for the nine month period ended September 30, 2008 multiplied by 1.33, and (d) for the
fiscal quarter ended December 31, 2008, Consolidated Interest Charges for the twelve month period
ended December 31, 2008.



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



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



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



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



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



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



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



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



     Default Rate means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate,
if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any



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Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per annum, in each case
to the fullest extent permitted by applicable Laws.




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



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



     Dollar and $ means lawful money of the United States.



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



     Environmental Law means any applicable Law that relates to (a) the condition or protection of
air, groundwater, surface water, soil, or other environmental media, (b) the environment, including
natural resources or any activity which affects the environment, (c) the regulation of any
pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§9601 et seq.) (“CERCLA”), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water
Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and
Community Right to Know Act of 1986 (42 U.S.C. § 1100 1 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. § 1801 et seq.), the National Environmental Policy Act of 1969 (42
U.S.C. § 4321 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. § 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. §401 et seq.),
the Safe Drinking Water Act (42 U.S.C, § 201 and § 300f et seq.), the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste
Amendments of 1984 (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601
et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be
amended or supplemented from time to time, and any analogous enacted or adopted Law, or (d) the
Release or threatened Release of Hazardous Substances.



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



     ERISA Affiliate means any trade or business (whether or not incorporated) under common
control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m)



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and (o) of the Code for purposes of provisions of this Agreement relating to obligations imposed
under Section 412 of the Code).




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



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




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




          (b) if the rate referenced in the preceding subsection (a) does not appear on such
page or service or such page or service shall cease to be available, the rate per annum
equal to the
rate determined by the Administrative Agent to be the offered rate on such other page
or other
service that displays an average British Bankers Association Interest Settlement Rate
for deposits
in Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two Business
Days
prior to the first day of such Interest Period, or




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



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



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



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



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



     Excluded MLP Entities means collectively QMLPGP, QMLP and each of their Subsidiaries, QELPGP,
QELP and each of their Subsidiaries.



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



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



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



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



     GAAP means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board and the
Public Company Accounting Oversights Board or such other principles as may be approved by a
significant segment of the accounting profession, that are applicable to the circumstances as of
the date of determination, consistently applied.



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



     Guarantors means any Person and every present and future Subsidiary of Borrower (other than
the Excluded MLP Entities) which undertakes to be liable for all or any part of the Obligations by
execution of a Guaranty, or otherwise.



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



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



     Hazardous Substance means any substance that poses a threat to, or is regulated to protect,
human health, safety, public welfare, or the environment, including without limitation: (a) any
“hazardous substance,” “pollutant” or “contaminant,” and any “petroleum” or “natural gas liquids”
as those terms are defined or used under Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ( 42 U.S.C. §§ 9601 et seq.) (CERCLA), (b)
“solid waste” as defined by the federal Solid Waste
Disposal Act (42 U.S.C. § § 6901 et seq.),
(c) asbestos or a material containing asbestos, (d) any material that contains lead or lead-based
paint, (e) any item or equipment that contains or is contaminated by polychlorinated biphenyls,
(f) any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious
materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release
of which requires reporting, investigation or remediation under any Environmental Law.



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



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



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



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




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



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




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




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




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




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



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



     Indemnified
Liabilities has the meaning set forth in Section 10.05.



     Indemnitees has the meaning set forth in Section 10.05.



     Insurance Payment means any payment by an insurance company or other surety on account of
property damage or casualty loss to any property of the Borrower or any QRC Subsidiary.



     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 Borrower and the QRC Subsidiaries, the ratio of (a) Consolidated EBITDA
for the four (4) fiscal quarters ending on the applicable determination date (or Consolidated
Annualized EBITDA for periods ending on or before December 31, 2008) to (b) Consolidated Interest
Charges for the four (4) fiscal quarters ending on the applicable determination date (or
Consolidated Annualized Interest Charges for periods ending on or before December 31,2008).



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



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



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




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




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




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



     IRS means the United States Internal Revenue Service.



     ISDA means the International Swaps and Derivatives Association, Inc.



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



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



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



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



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



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



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



     Lender
Hedging Agreement means a Swap Contract between the Borrower and any of the QRC Subsidiaries and a Lender or an Affiliate of a Lender.



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



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



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



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



     Letter of Credit Sublimit means an amount equal to the lesser of (i) the Aggregate Revolving
Commitment and (ii) $10,000,000.



     Leverage Ratio means, for the Borrower and the QRC Subsidiaries on a consolidated basis, the
ratio, as calculated based on the quarterly compliance certificate most recently delivered
pursuant to Section 6.02(a), of (a) Consolidated Funded Debt as of the determination date to (b)
Consolidated EBITDA for the four (4) fiscal quarters ending on the applicable determination date
(or Consolidated Annualized EBITDA for periods ending on or before December 31, 2008).



     Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any
obligation of any Person (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the foregoing, and the
filing of any financing statement under the Uniform Commercial Code or comparable Laws of any
jurisdiction, other than any financing statement filed as a notice filing), including the interest
of a purchaser of accounts receivable.



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



     Loan Party means each of the Borrower, each Guarantor, and each other entity that is an
Affiliate of the Borrower that executes one or more Loan Documents, but specifically excluding the
Excluded MLP Entities.



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     Margin Regulations means Regulations U, T and X of the Board.



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



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



     Material Agreements means the following: (i) Omnibus Agreement (QMLP) and (ii) Omnibus
Agreement (QELP) and any agreement or agreements entered into in replacement or substitution of
any of the forgoing. “Material Agreement” means each of such Material Agreements.



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



     Maturity Date means (a) November 15, 2010, or (b) such earlier effective date of any other
termination, cancellation, or acceleration of the Aggregate Revolving Commitment under this
Agreement.



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



     Midstream Businesses means gathering, transportation, fractionation, processing, marketing,
and storage of natural gas, crude oil, natural gas liquids and other liquid and gaseous
hydrocarbons and businesses closely related to the foregoing.



     MLP Units means collectively QELP Units and QMLP Units.



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



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



     Net Cash Proceeds means (a) any Insurance Payment and (b) with respect to any Disposition,
cash (including any cash received by way of deferred payment as and when received) received by the
Borrower or any of the QRC Subsidiaries in connection with and as consideration therefor, on or
after the date of consummation of such transaction, after (i) deduction of Taxes payable in
connection with or as a result of such transaction, and (ii) payment of all usual and customary
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other reasonable fees and expenses related to such transaction (including, without limitation,
reasonable attorneys’ fees and closing costs incurred in connection with such transaction)




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



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



     Obligor means the Borrower or any other Person (other than the Administrative Agent,
Collateral Agent or any Lender) obligated under any Loan Document.



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



     Omnibus Agreement (QMLP) means the Omnibus Agreement dated as of December 22, 2006 among the
Borrower, QMLPGP, QMLP and Bluestem Pipeline, LLC.



     Omnibus Agreement (QELP) means the Omnibus Agreement dated as of November 15, 2007 among the
Borrower, QELPGP and QELP.



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



     Other Taxes has the meaning specified in Section 3.01(b).



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


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with respect to Obligations under a Lender Hedging Agreement, means the amount then due
and payable under such Lender Hedging Agreement.


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



     PBGC means the Pension Benefit Guaranty Corporation.



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



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



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



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



     Pledged Collateral Market Value means for MLP Units, (i) if such MLP Units are publicly
traded and quotations are available, the closing sale price of the MLP Units on the preceding
Business Day or if there is no closing sale price, any reasonable estimate of the market value of
the MLP Units as of the close of business on the preceding Business Day based on the most recent
trade price for such MLP Units and (ii) if such MLP Units are not publicly traded and quotations
are not available (such as subordinated MLP Units or unregistered MLP Units) such MLP Units will
be valued at 85% of the current market value of similar publicly traded MLP Units).



     Prior First Lien Credit Agreement means that certain Amended and Restated Senior Credit
Agreement dated February 7, 2006, as amended, among Borrower, Quest Cherokee, LLC, Guggenheim
Corporate Funding, LLC, as administrative agent and the other lenders party thereto.



     Prior Second Lien Credit Agreement means that certain Amended and Restated Second Lien Term
Loan Agreement dated June 9, 2006, as amended, among Borrower, Quest Cherokee, LLC, Guggenheim
Corporate Funding, LLC, as administrative agent and the other lenders party thereto.



     Prior Third Lien Credit Agreement means that certain Third Lien Term Loan Agreement dated
June 9, 2006, as amended, among Borrower, Quest Cherokee, LLC, Guggenheim Corporate Funding, LLC,
as administrative agent and the other lenders party thereto.



     Pro Rata Share with respect to each Lender, at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is the amount of the
Revolving Commitment of such Lender at such time and the denominator of which is the amount of the
Aggregate Revolving Commitments at such time; provided that if the Revolving Commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined
based on the Pro



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Rata Share of such Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to Section 10.07. The initial Pro Rata Share of each Lender
is set out opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.




     Quest Cherokee Credit Agreement means that certain Amended and Restated Credit Agreement
dated November 15, 2007 among the Borrower, an initial co-borrower, Quest Cherokee, LLC, as
borrower, QELP, as guarantor, Royal Bank of Canada, as administrative agent and collateral agent,
and the lenders party thereto.



     QELP means Quest Energy Partners, L.P., a Delaware limited partnership.



     QELPGP means Quest Energy GP, LLC, a Delaware limited liability company, and the sole
general partner of QELP.



     QELP IPO has the meaning set forth in Section 4.01(a).



     QELP Units means common or subordinated units of limited partnership in QELP which may be
registered or unregistered under state or federal securities Laws.



     QMLP means Quest Midstream Partners, L.P., a Delaware limited partnership.



     QMLPGP means Quest Midstream GP, LLC, a Delaware limited liability company, and the sole
general partner of QMLP.



     QMLP Units means common or subordinated units of limited partnership in QMLP which may be
registered or unregistered under state or federal securities Laws.



     QRC Subsidiary means any Subsidiary of the Borrower other than the Excluded MLP Entities.



     Reduction Amount has the meaning set forth in the definition of “Triggering Sale”.



     Reference
Period has the meaning set forth in
Section 7.15.




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



     Reinvested means used for Capital Expenditures or acquisitions in connection with the
business of the Borrower or any of the QRC Subsidiaries.



     Reinvestment Certificate means with respect to any Triggering Sale, a certificate of a
Responsible Officer of the Borrower delivered pursuant to Section 6.02(e) detailing how the
Reduction Amount corresponding to such Triggering Sale has been Reinvested and the portion of such
Reduction Amount which has not been Reinvested.



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



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



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



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



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



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



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



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



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



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



     Revolving Note means a revolving promissory note of Borrower in substantially the form of
Exhibit B, evidencing the obligation of Borrower to repay the Revolving Loans and all renewals and



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extensions of all or any part thereof and “Revolving Notes” collectively means all of such
promissory notes.




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



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



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



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



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



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



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



     Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such Swap Contracts,
(a) for any date on or after the date such Swap Contracts have been closed out and termination
value(s)



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determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include any
Lender).




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



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



     Threshold Amount at any time means an amount equal to ten (10%) of the Borrower’s
consolidated assets (excluding the value of QMLP and QELP and their respective Subsidiaries)
measured as of the close of the then most recent fiscal quarter end.



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



     Triggering Sale means receipt by any Loan Party of any Insurance Payment and any Disposition
(including sales of stock or other equity interests of QRC Subsidiaries (other than a Disposition
permitted by Section 7.07(a) or
(b)) by any Loan Party to any other Person (other than to the
Borrower or to a Wholly-Owned QRC Subsidiary of the Borrower) with respect to which the Net Cash
Proceeds realized by any Loan Party for such Disposition and from any Insurance Payments, when
aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower and the
other Loan Parties occurring since the Closing Date and all Insurance Payments received by the
Borrower and the other Loan Parties since the Closing Date, equals or exceeds the Threshold
Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called
the “Reduction Amount.”



     Triggering Sale Certificate means with respect to any Triggering Sale, a certificate of a
Responsible Officer of the Borrower delivered pursuant to Section 6.02(d) identifying such
Triggering Sale and specifying the date of receipt by the Borrower or another Loan Party of Net
Cash Proceeds realized by any Loan Party from a Disposition or from any Insurance Payment and
specifying the amount thereof and the Reduction Amount, if any.



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



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



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



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



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



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



     1.02 Other Interpretive Provisions.



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



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



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




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




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




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



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



     1.03 Accounting Terms.



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



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



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




     1.4
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.5
References to Agreements and Laws. Unless otherwise expressly provided herein, (a)
references to agreements (including the Loan Documents) and other contractual instruments shall be
deemed to include all subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and (b) references to
any Law shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law.



ARTICLE II.

THE REVOLVING COMMITMENTS AND BORROWINGS




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



     2.02 Borrowing Base Determinations



     (a) The Borrowing Base (the “Borrowing Base”) shall be equal to 50% of the Pledged Collateral
Market Value. The Borrowing Base shall be redetermined each quarter by reference to the most recent
Compliance Certificate delivered to the Administrative Agent which shall be effective as of the
date such Compliance Certificate is required to be delivered pursuant
to Section 6.02(a).



     (b) During the period from the date hereof to the first redetermination of the Borrowing Base
pursuant to Section 2.02(a), the Borrowing Base shall be determined based on the Borrowing Base
Report delivered pursuant to Section 4.01(c)(vi).



     2.03 Borrowings, Conversions and Continuations of Loans.



     (a) Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each
continuation of Revolving Loans as the same Type shall be made upon the Borrower’s irrevocable



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notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than noon, New York time, (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, and (ii) one Business Day prior to the conversion of Eurodollar Rate Loans to Base Rate
Loans, or the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must
be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof; provided that any Base Rate Loan may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Revolving Commitment or that is required to finance the
Unreimbursed Amount as provided in Section 2.14(c)(i). Each Borrowing Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of
Revolving Loans from one Type to the other, or a continuation of Revolving Loans as the same Type,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Revolving Loan in a Borrowing Notice or if the Borrower fails
to give a timely notice requesting a conversion or continuation, then the applicable Revolving
Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such Borrowing Notice, but fails
to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.




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



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



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any Eurodollar Rate Loan upon determination of such interest rate, The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.




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




     2.04 Prepayments.



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



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



     (b) Mandatory
Frepayments-Borrowing Base Deficiency. If for any reason
(including a redetermination of the Borrowing Base) a Borrowing Base Deficiency exists, Borrower
shall notify Administrative Agent in writing of such Borrowing Base Deficiency within five (5)
Business Days after becoming aware of such Borrowing Base Deficiency and indicate in such written
notice Borrower’s plan to cure such Borrowing Base Deficiency. The Borrowing Base Deficiency must
be cured on or before the thirtieth (30) day after Borrower becomes aware of such Borrowing Base
Deficiency. To cure such Borrowing Base Deficiency, Borrower may elect to do one or more of the
following:




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




     (ii) pledge additional MLP Units owned by the Borrower or another Loan Party having sufficient
Pledged Collateral Market Value, as of the date of such pledge, to increase the Borrowing Base to
equal or exceed the Total Outstandings.



     (c) Mandatory
Prepayments from Net Cash Proceeds.



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     (i) If any portion of the Reduction Amount from any Triggering Sale (including any deferred
purchase price therefor) has not been Reinvested within one hundred eighty (180) days from the
receipt by Borrower or any other Loan Party of such Reduction Amount (including receipt of any
deferred payments for any such Triggering Sale or portion thereof, if and when received), then on
the Business Day following such one hundred eightieth (180th) day the Revolving Loans shall be
prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested, as
provided in Section 2.04(c)(iii). Net Cash Proceeds from Insurance Payments and Dispositions that
equal, when aggregated with Net Cash Proceeds from all Insurance Payments and Dispositions since
the Closing Date, an amount less than the Threshold Amount shall not be required to be used for
mandatory prepayments of the Revolving Loans pursuant to this Section 2.04(c)(i)).




     (ii) Upon receipt by any Loan Party of any Reduction Amount, the Borrower shall deliver a
Triggering Sale Certificate to the Administrative Agent and each Lender pursuant to Section
6.02(e).




     (iii)
The prepayments provided for in Sections 2.04(b) and (c) shall be applied as follows, 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) shall apply): (A) first, as a repayment of any L/C Borrowing,
(B) second as a repayment of the Revolving Loan, until paid in full; provided that such repayment
of the Revolving Loan will not result in or require a corresponding reduction in the Aggregate
Revolving Commitment.



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



     2.05
Reduction or Termination of Revolving Commitments. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitment or permanently reduce the
Aggregate Revolving Commitment to an amount not less than the sum of the Outstanding Amount of the
then existing (i) unpaid principal balance of the Revolving Loans and (ii) L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent not later than
noon, three Business Days prior to (or if all the outstanding Borrowings are Base Rate Loans, no
later than noon on) the date of termination or reduction, and (ii) any such partial reduction shall
be in an aggregate amount of $500,000 or any whole multiple of $500,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of reduction or
termination. Once reduced in accordance with this Section, the Aggregate Revolving Commitment may
not be increased. Any reduction of the Aggregate Revolving Commitment shall be applied to the
Revolving Commitment of each Lender according to its Pro Rata Share. Except in connection with a
termination or reduction of the entire Aggregate Revolving Commitment, all commitment fees on the
portion of the Aggregate Revolving Commitment so reduced which have accrued to the effective date
of any reduction of the Aggregate Revolving Commitment shall at Administrative Agent’s option
either be paid on the effective date of such reduction or on the date when such commitment fee
would otherwise be due.



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



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



     (b) If any amount payable by Borrower under any Loan Document is not paid when due (after
giving effect to any applicable grace periods), whether at stated maturity by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
Furthermore, while any  Event of Default exists or after acceleration (i) the Borrower shall pay
interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law, and
(ii) accrued and unpaid interest on past due amounts (including interest on past due interest, to
the extent allowed by Law) shall be due and payable upon demand.



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



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



     2.08
Fees. (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate times the actual daily amount by which the lesser of (i) the Aggregate Revolving
Commitment (subject to reduction pursuant to Sections 2.04 and 2.05) and (ii) the Borrowing Base
exceeds the sum of (1) the Outstanding Amount of Revolving Loans plus (2) the Outstanding Amount of
L/C Obligations. The commitment fee shall accrue at all times from the Closing Date until the
Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect. The
commitment fee shall accrue at all times, including at any time during which one or more of the
conditions in Article IV is ot met.



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



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



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



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



     2.11 Payments Generally.



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



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Office. All payments received by the Administrative Agent after noon, New York time, shall be
deemed received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue.




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



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



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



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Collateralize the Letters of Credit; and (vi) to the payment of the remaining Obligations, if any,
in the order and manner the Required Lenders deem appropriate.
Subject to Section 2.14(g), amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (v)
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully
drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.




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




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




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




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



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



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




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



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



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



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




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance
upon the agreements of the other Lenders set forth in this Section 2.14, (1) from time to time on
any Business Day during the period from the Closing Date until the Letter of Credit Expiration
Date, to issue Letters of Credit for the account of the Borrower (and such Letters of Credit may be
issued for the benefit of the Borrower or any of the QRC Subsidiaries), and to



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amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below,
and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to
participate in Letters of Credit issued for the account of the Borrower; provided that the L/C
Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of
Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date
of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Revolving
Commitment, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s
Revolving Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter
of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed.




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




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




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




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




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




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



     (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C
Issuer would have no obligation at such time to issue such Letter of Credit in its amended



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form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not
accept the proposed amendment to such Letter of Credit.




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



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




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




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



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




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



     (c) Drawings
and Reimbursements; Funding of Participations.




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




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



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     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of
Base Rate Loans because the conditions set forth in
Section 4.02 cannot be satisfied or for any
other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at the Default Rate. In
such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.14(c)(ii) shall be deemed payment in respect of its participation in such
L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.14.




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




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




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



     (d) Repayment
of Participations.




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




      (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.14(c)(i) is required to be returned, each Lender shall pay to the



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Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand
of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.



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




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




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




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




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




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



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



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




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



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



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



     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee in an amount with
respect



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to each
Letter of Credit issued equal to the greater of (i) $500 and
(ii) 1/4 of 1% (25 basis
points) calculated on the face amount thereof. In addition, the Borrower shall pay directly to the
L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. Such fees and charges are due and payable on demand and are
nonrefundable.




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



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



     2.15 Revolving Commitment Increase



     (a) Request for Increase. Upon notice to the Administrative Agent, the Borrower may
request from time to time an increase in the Aggregate Revolving Commitment by an amount in the
aggregate not exceeding $30,000,000; provided that such increased Aggregate Revolving Commitment
shall be secured pari passu with the Obligations. At the time of sending such notice, the Borrower
(in consultation with the Administrative Agent) shall specify the time period within which each
Lender that is invited to participate in the increased Facility is requested to respond (which
shall in no event be less than 15 Business Days from the date of delivery of such notice). The
Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent and its counsel. Each
Lender and such additional Eligible Assignees to be approved by the Administrative Agent (such
approval not to be unreasonably withheld, conditioned or delayed).



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



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



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



     (e) Conditions to Effectiveness of Increase. As conditions precedent to such increase,
the terms and documentation in respect thereof shall be reasonably satisfactory to the
Administrative Agent and the Borrower shall deliver to the Administrative Agent a certificate of
each Loan Party dated as of the



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Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and
(ii) in the case of the Borrower, certifying that, before and after giving effect to such
increase, (A) no Default or Event of Default exists or would exist immediately after giving effect
to the increase in the Aggregate Revolving Commitment, (B) the representations and warranties
contained in Article V and the other Loan Documents are true and correct in all material respects
on and as of the Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects as of such earlier date, and except that for purposes of this Section 2.15, the
representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to
refer to the most recent financial statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied
on a pro forma basis as of the most recent testing date after giving effect to actual Credit
Extensions on the Increase Effective Date.




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



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



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



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



     (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the
Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such
Lender, at the time interest is paid, such additional amount that such Lender specifies as
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after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net
income) such Lender would have received if such Taxes or Other Taxes had not been imposed.




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



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



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



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




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




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




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10



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percent shareholder” of the Borrower within the meaning of section 88l(c)(3)(B) of the
Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the
Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN; or




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



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



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



     3.03 Inability to Determine Rates. If the Administrative Agent determines in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not
exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required
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and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar Rate Loan does
not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan,
then the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any
pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a Borrowing of Base Rate
Loans in the amount specified therein.




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



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



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



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



     (d) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation; provided that the Borrower shall not be required to compensate a
Lender or the L/C Issuer pursuant to this Section for any increased costs or reductions incurred
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the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C
Issuer’s intention to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive
effect thereof.




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



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



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



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



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



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



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



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ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSION




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



     (a) Evidence satisfactory to the Arranger that a minimum of $150,000,000 of net proceeds
have been received by QELP from a public offering of QELP common units representing limited
partnership interests in QELP (the “QELP IPO”).



     (b) Evidence satisfactory to the Administrative Agent that (i) the Indebtedness of Borrower
and Quest Cherokee, LLC under the Prior First Lien Credit Agreement, Prior Second Lien Credit
Agreement, and Prior Third Lien Credit Agreement has been assigned to the lenders party to the
Quest Cherokee Credit Agreement and (ii) the Borrower and each other Loan Party have been released
from any and all further liability (other than contingent indemnity obligations) in connection with the
Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement, Prior Third Lien Credit Agreement
and the Quest Cherokee Credit Agreement and all Liens granted by Borrower or any Loan Party in
connection therewith have been released and discharged substantially contemporaneously with the initial
Credit Extension under this Agreement and the utilization of a portion of such Credit Extension to
reduce the amount outstanding under the Quest Cherokee Credit Agreement to $75,000,000.



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




     (i) executed counterparts dated as of the Closing Date of this Agreement, the
Subsidiary Guaranty, and the other Collateral Documents including, without limitation, the
Collateral Documents covering substantially all assets of each Loan Party (other than
Excluded Assets) and all other Loan Documents sufficient in number for distribution to the
Administrative Agent each Lender and Borrower;




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




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




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



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     (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the
representations and warranties contained in Article V are true and correct in all respects on and
as of the Closing Date, (B) that no default or event of default had occurred and was continuing
under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third
Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal,
interest, fees and expenses, has been assigned to the lenders party to the Quest Cherokee Credit
Agreement and all Liens on the assets of the Borrower and the Loan Parties have been released or
assigned to the administrative agent and/or collateral agent for the benefit of the lenders party
to the Quest Cherokee Credit Agreement, (C) no Default or Event of Default will exist immediately
after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006
there has occurred no material adverse change in (x) the business, assets, liabilities (actual or
contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole,
or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or
assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal
issues affecting any Loan Party or any of the Collateral which could reasonably be expected to
have a Material Adverse Effect, (F) all material governmental and third party approvals necessary
or, in the discretion of the Administrative Agent, advisable in connection with the financing
contemplated by this Agreement and the continuing operation of the Borrower and the QRC
Subsidiaries has been obtained and is in full force and effect, and (G) no action, suit,
investigation or proceeding is pending or, to the knowledge of such Responsible Officer,
threatened in any court or before any arbitrator or governmental authority by or against the
Borrower, any Guarantor, or any of their respective properties, that (x) could reasonably be
expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or
(z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the
Borrower or any Guarantor to perform its obligations under the Loan Documents;




     (vi) a Compliance Certificate of a Responsible Officer of the Borrower demonstrating
compliance with all financial covenants specified in Section 7.15 with Consolidated EBITDA and
Consolidated Interest Charges estimated for the quarter ending December 31, 2007, annualized; and
for purposes of calculating the Borrowing Base utilizing the market price of the QELP Units
established at the QELP IPO and using $20.00 per common unit for the QMLP Units;




     (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all
conditions specified in this Section 4.01 and Section 4.02, (b) providing a three-year financial
forecast for the Borrower and the QRC Subsidiaries on a consolidated basis, and (c) providing such
other financial information as the Administrative Agent may reasonably request;




     (viii) a certificate of a Responsible Officer of the Borrower certifying that to the
Responsible Officer’s knowledge the Borrower and the QRC Subsidiaries on a consolidated basis are
not “insolvent” as such term is used and defined in (i) the United States Bankruptcy Code or (ii)
the New York Uniform Fraudulent Transfer Act; and




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



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     (d) The Arranger’s receipt, in form and substance reasonably satisfactory to the Arranger, of
a pro forma opening balance sheet as of September 30, 2007 of the Borrower and the QRC
Subsidiaries reflecting the initial public offering of MLP Units of QELP.



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



     (f) An opinion from counsel to each Loan Party, in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.



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



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



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




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




     (ii) funds sufficient to pay any filing or recording tax or fee in connection with any
and all UCC-1 financing statements;




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




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




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



     (j) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the
certificate of incorporation of the Borrower, together with all amendments, certified by an
appropriate governmental officer in its jurisdiction of organization, as well as any other
information required by



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Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to
verify the identity of Borrower as required by Section 326 of the USA Patriot Act.




     The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date (which
shall occur no later than December 31, 2007), and such notice shall be conclusive and binding.



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



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



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



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



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



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



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     The
Borrower represents and warrants to the Administrative Agent and the Lenders that:



     5.01
Existence; Qualification and Power; Compliance with Laws. The Borrower and each other
Loan Party (a) is a corporation, partnership or limited liability company duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its business and to
execute, deliver, and perform its obligations under the Loan Documents to which it is a party, (c)
is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires such
qualification or license, except in each case referred to in clause (a), (b) or (c), to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect, (d) is
not a Person (I) whose property or interest in property is blocked or subject to blocking pursuant
to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.



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Reg. 49079 (2001)), or (II) who engages in any dealings or transactions prohibited by Section 2 of
such executive order, or is otherwise associated with any such Person in any manner violative of
Section 2, or (III) on the list of Specially Designated Nationals and Blocked Persons or subject
to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign
Assets Control regulation or executive order, and (f) is in compliance, in all material respects,
with (A) the Trading with the Enemy Act, as amended, and each of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and (B) the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism
(USA Patriot Act of 2001). No part of the proceeds of the Revolving Loans or L/C Credit Extensions
will be used, directly or indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended.




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



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



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



     5.05 Financial Statements; No Material Adverse Effect.



     (a)
The financial statements delivered to the Lenders pursuant to Sections 6.01(a)
and (b) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein. Such financial statements will: (i) fairly present in
all material respects the financial condition of the entities named therein and their respective
Subsidiaries as of the date thereof and their results of operations for the period covered thereby
in accordance in all material respects with GAAP consistently applied throughout the period
covered thereby, except as



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otherwise expressly noted therein, subject in the case of quarterly financial statements delivered
pursuant to Section 6.01 (b) to year-end audit adjustments and the absence of footnotes; and (ii)
show all material indebtedness and other liabilities of the entities named therein and their
respective Subsidiaries as of the date thereof required to be reflected therein in accordance with
GAAP consistently applied throughout the period covered thereby.




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



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



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



     5.08 Ownership of Property; Liens. Each Loan Party has good title to, or valid leasehold
interests in, all its real and personal property necessary or used in the ordinary conduct of its
business, except for such defects in title as would not, individually or in the aggregate, have a
Material Adverse Effect, and (b) the property of the Borrower and Loan Parties is subject to no
Liens, other than Permitted Liens.



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



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



     5.11 Taxes. The Borrower and the Borrower Affiliates have filed all federal, state and other
material tax returns and reports required to be filed, and have paid all federal, state and
other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been provided in accordance with
GAAP or to the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse



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Effect. To the knowledge of the Borrower, there is no proposed tax assessment against any
Borrower Affiliate or any of their respective Subsidiaries that would, if made, have a Material
Adverse Effect.




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



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



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



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



     5.13 Subsidiaries and other Investments. Set forth on Schedule 5.13, are the Subsidiaries of
the Borrower and each equity Investment in any other Person as of the Closing Date.



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



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



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



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



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



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



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



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



     5.19 Solvency. The Borrower and the QRC Subsidiaries on a consolidated basis are not
“insolvent” as such term is used and defined in (i) the United States Bankruptcy Code or (ii)
the New York Uniform Fraudulent Transfer Act.



ARTICLE VI.

AFFIRMATIVE COVENANTS




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



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



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



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




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



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



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



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



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



     (d) no later than ten (10) days after any Loan Party’s receipt of any Reduction Amount
resulting from a Triggering Sale, a Triggering Sale Certificate relating to such Triggering Sale;



     (e) no later than one hundred eighty (180) days after any Loan Party’s receipt of any
Reduction Amount resulting from a Triggering Sale, a Reinvestment Certificate relating to such
Triggering Sale; and



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



     6.03 Notices. Promptly notify the Administrative Agent:



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



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



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



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



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



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     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and stating
what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant
to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or
other Loan Document that have been breached.



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



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



     6.06 Maintenance of Assets and Business. (a) Keep all property material to the conduct of its
business in good working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; (b) do all things necessary to obtain, renew,
extend, and continue in effect all Authorizations which may at any time and from time to time be
necessary for the operation of its business in compliance with applicable Law, except where the
failure to so maintain, renew, extend, or continue in effect could not reasonably be expected to
have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.



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



     (b) (i) Except as the Administrative Agent may otherwise consent to in writing, Borrower
will, and will cause each of the QRC Subsidiaries to, forthwith upon receipt, transmit and deliver
to the Administrative Agent, in the form received, all cash, checks, drafts, chattel paper and
other instruments or writings for the payment of money (properly endorsed, where required, so that
such items may be collected by the Administrative Agent) which may be received by the Borrower at
any time in full or partial payment of amounts due under any insurance policy in an amount in
excess of $1,000,000. Except as the Administrative Agent may otherwise consent in writing, any
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the Borrower in excess of $1,000,000 will not be commingled with any other of its funds or
property, but will be held separate and apart from its own funds or property and upon express
trust for the Administrative Agent until delivery is made to the Administrative Agent.




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



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



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



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



     6.12 Use of Proceeds. Use proceeds of the Facility to (i) repay a portion of the
indebtedness owing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement
and Prior Third Lien Credit Agreement, (ii) finance acquisitions and capital expenditures,
(iii) finance capital contributions to QMLPGP and QELPGP for them to maintain their 2% general
partner interest in QMLP and QELP, respectively, subject to the limitations set forth in Section
7.08, (iv) finance working capital and general corporate purposes of the Borrower and the QRC
Subsidiaries, (v) issue Letters of Credit, and (vi) pay fees, costs and expenses owed pursuant to
this Agreement.



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



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



     6.15 Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each
Subsidiary of the Borrower (other than the Excluded MLP Entities) to take such actions and to
execute and deliver such documents and instruments as the Administrative Agent shall reasonably
require to ensure that the Administrative Agent or Collateral Agent on behalf of the Secured
Parties shall, at all times, have received currently effective duly executed Loan Documents
granting Liens and security interests in substantially all of the assets of the Borrower and each
Subsidiary of the Borrower (other than the Excluded MLP Entities)(other than Excluded Assets),
including all capital stock, partnership, joint venture, membership interests, or other equity
interests except for (i) any motor vehicle or other equipment that has a certificate of title and
a fair market value of less than $50,000, and (ii) those properties and assets as to which the
Administrative Agent shall determine in its sole discretion (in consultation with the Borrower)
that the costs of obtaining such security interest are excessive in relation to the value of the
security to be afforded thereby. Without limiting the foregoing, the Borrower shall and shall cause
each Subsidiary of the Borrower to subject any of their deposit accounts to a control agreement in
form and substance reasonably satisfactory to the Administrative Agent within 30 days of
Administrative Agent’s request therefor.



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



     (c) The Liens required by this Section 6.15 shall be first priority Liens in favor of the
Administrative Agent or Collateral Agent for the benefit of the Secured Parties, subject to no
other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by
this Section 6.15 shall be perfected Liens in favor of the Administrative Agent or Collateral Agent
for the benefit of the Secured Parties in all collateral to the extent perfection has or will occur
by (i) the filing of a Uniform Commercial Code financing statement in the relevant jurisdiction,
(ii) possession or control or (iii) the



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notation on a certificate of title. If the Administrative Agent shall determine that, as of any
date, the Borrower shall have failed to comply with this Section 6.15, the Administrative Agent
may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such
failure and, within 30 days from and after receipt of such written notice by the Borrower, the
Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan
Documents, in form and substance reasonably satisfactory to the Administrative Agent and its
counsel, securing payment of the Revolving Notes and the other Obligations and covering additional
assets and properties not then encumbered by any Loan Documents (together with such other
information, as may be requested by the Administrative Agent, each of which shall be in form and
substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent
shall have received currently effective duly executed and perfected Collateral Documents
encumbering substantially all of the assets of the Borrower and the QRC Subsidiaries as required
by Section 6.15(a).




     6.16 Fiscal Year. The Borrower shall maintain its December 31 fiscal year end.



ARTICLE VII.

NEGATIVE COVENANTS




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



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



     (a) Liens pursuant to any Loan Document;



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



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



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



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



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



     (g) easements, rights-of-way, restrictions, and other encumbrances, affecting real property
which, in the aggregate, are not substantial in amount, and which do not in any case materially
detract from the value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;



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



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



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



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



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



     (m) any interest or title of a lessor under any lease entered into by the Borrower or any
other Loan Party in the ordinary course of its business and covering only the assets so leased,
and any interest of a landowner in the case of easements entered into by the Borrower or any other
Loan Party in the ordinary course of its business and covering only the property subject to the
easement;



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



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



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



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



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



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



     (t) intentionally deleted;



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



     (v) Rights reserved to or vested in a Governmental Authority having jurisdiction to control
or regulate any Oil and Gas Property in any manner whatsoever and all laws of such Governmental
Authorities, so long as the Borrower and the QRC Subsidiaries are in compliance with all such
laws, except for any non-compliance that would not result in a Material Adverse Effect;



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



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



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



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     7.02
Investments. Make or own any Investments, except:



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



     (b) Cash Equivalents;



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



     (d) Investments by the Borrower and the QRC Subsidiaries in any Subsidiary of the Borrower
that, prior to such Investment, is a Guarantor and Investments by Subsidiaries in the Borrower and
Investments by the Borrower in QMLPGP and QELPGP to maintain QMLPGP’s and QELPGP’s 2% general
partner interest in QMLP and QELP, respectively;



     (e) Guarantees of Indebtedness permitted under Section 7.04;



     (f) Swap Contracts permitted under Section 7.03;



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



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



     (i) Investments in Oil and Gas Properties or assets used in the Midstream Business or Persons
whose primary assets consist of Oil and Gas Properties or whose primary business is the Midstream
Business;



     (i) Investments not otherwise permitted by this Section 7.02 in an aggregate amount not to
exceed $500,000 at anytime outstanding.



     7.03 Hedging Agreements.



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



          (i) that the Swap Contract shall not contain any provision (a) exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the defaulting party and
(b) requiring the Borrower or any QRC Subsidiary at any time or under any circumstance to post any
cash collateral or letter of credit or grant a Lien of any collateral to secure Borrower’s or any
QRC Subsidiary’s obligations under such Swap Contract (except for Lender Hedging Agreements which
shall be secured by a pari passu Lien on the Collateral as provided in Section 2.13 but which
shall not be secured by any other or additional collateral);




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




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          (iii) such Swap Contracts relating to Hydrocarbons cover monthly notional volumes of
Hydrocarbons that do not exceed an amount mutually agreeable to Borrower and Administrative Agent.




7.04
Indebtedness.




     Create, incur, or assume any Indebtedness except:



     (a) Indebtedness incurred pursuant to the Loan Documents;



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



     (c) obligations (contingent or otherwise) of the Borrower or any other Loan Party existing or
arising under any Swap Contract to the extent permitted by
Section 7.03;



     (d) Indebtedness of the Borrower and any other Loan Party in respect of purchase money
obligations for fixed or capital assets within the limitations set forth in Section 7.01(k);
provided, however, that the aggregate amount of such Indebtedness at any one time outstanding shall
not exceed $500,000;



     (e) Indebtedness of the Borrower or any other Loan Party in respect of Capital Lease
obligations; provided that, such Capital Lease obligations will not require the payment of an
aggregate amount in excess of $500,000 annually; provided that any Capital Lease obligation
relating to compressors or compression equipment shall be excluded from this subsection and dealt
with in Section 7.05;



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



     (g) Indebtedness secured by any Lien permitted under Section 7.01(i); provided, however, that
the aggregate amount of such Indebtedness at any one time outstanding
shall not exceed $500,000;
and



     (h) other Indebtedness of the Borrower and any other Loan Party not to exceed $500,000 in the
aggregate principal amount outstanding at any time;



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



     7.05 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for
any property under operating leases or agreements to lease, except for (i) operating leases (or
Capital Lease obligations) for compressors and compression equipment and services for which no
dollar limitation shall be applicable and (ii) operating leases (or Capital Lease obligations)
entered into or assumed by the Borrower or any other Loan Party prior to the date hereof or after
the date hereof in the ordinary course of business; provided that, such other operating leases (or
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not require the payment of an aggregate amount of payments in excess of (excluding escalations
resulting from a rise in the consumer price or similar index) $2,000,000 annually, exclusive of
expenses for maintenance, repairs, insurance, taxes, assessments and similar changes, net of any
reimbursement of such amounts by QELP or QMLP.




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



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



     (b) any other Loan Party may dissolve or liquidate or merge with (i) the Borrower; provided
that in the case of a merger the Borrower shall be the continuing or surviving Person, or (ii) any
one or more Loan Parties;



     (c) any Loan Party may sell all or substantially all of its assets (upon voluntary liquidation
or otherwise), to the Borrower or to another Loan Party; and



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



     7.07 Dispositions.



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



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



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



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



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



     (e) Dispositions permitted under Section 7.06.



     7.08 Restricted Payments; Distributions and Redemptions. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that (i) each Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned
Subsidiaries of the Borrower and (ii) the Borrower may make Restricted Payments to QMLPGP and
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maintain
QMLPGP’s and QELPGP’s 2% general partner interest in QMLP and QELP, respectively;
provided, that at the time a Restricted Payment described in clause (ii) above is made no Default
or Event of Default exists or would result therefrom.




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



     7.10
Nature of Business; Risk Management. Engage in any line of business substantially
different from those lines of business conducted by the Borrower and the QRC Subsidiaries on the
Closing Date or lines of business associated with the acquisition of Oil and Gas Properties or the
Midstream Business to be Disposed of by the Borrower or any of the QRC Subsidiaries to QMLP or QELP
for development. Without the written approval of the Administrative Agent, neither the Borrower nor
any other Loan Party may materially change its risk management policy.



     7.11
Transactions with Affiliates. Sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (i) transactions between or among the
Borrower and any other Loan Party not involving any other Affiliate, (ii) the transactions under
the agreements listed on Schedule 7.11, (iii) any Restricted Payment permitted by
Section 7.08, and
(iv) in the ordinary course of business at prices and on terms and conditions not less favorable to
the Borrower or such other Loan Party, as applicable, than could be obtained on an arm’s length
basis from unrelated third parties.



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



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



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



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




     7.15 Financial Covenants.



     (a) Interest Coverage Ratio. Permit the Interest Coverage Ratio at any fiscal quarter-end,
commencing with the quarter-ended March 31, 2008, to be less than 3.0 to 1.0.



     (b) Leverage Ratio. Permit the Leverage Ratio at any fiscal quarter-end, commencing with the
quarter-ended March 31, 2008, to be greater than 3.0 to 1.0.



     (c) For the purposes of calculating Consolidated EBITDA (and Consolidated Annualized 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
7.15 (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 Borrower or any QRC Subsidiary shall have made any Material
Disposition, the Consolidated EBITDA (or Consolidated Annualized EBITDA, if applicable) for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) (or
Consolidated Annualized EBITDA, if positive) attributable to the 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 Borrower or any QRC Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA (or Consolidated Annualized 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.



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



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




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



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



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



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



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



     (e) Cross-Default. (i) The Borrower, any Borrower Affiliate, QMLP or QELP (A) fails
to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation in respect of
Indebtedness (other than Indebtedness under Swap Contracts) having an aggregate principal amount
(or, in the case of a Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness)
(including undrawn or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than (individually
or collectively) $1,000,000,
or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or Guaranty Obligation in respect of Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such Indebtedness, the
lessor under such Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty
Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or
to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated
maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be
demanded; provided that this clause (e)(i)(B) shall not apply to secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from any event of default under such Swap Contract as to
which the Borrower or any Borrower Affiliate is the Defaulting Party (as defined in such Swap
Contract) and the Swap Termination Value owed by the Borrower or any Borrower Affiliate as a result
thereof is greater than (individually or collectively)
$1,000,000, or (B) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any
Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Borrower
Affiliate is an Affected Party (as so defined) and the Early Termination Amount owed by the
Borrower and Borrower Affiliate as a result thereof is greater than (individually or collectively)
$1,000,000 and such amount is not paid when due under such Swap Contract; or



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



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




     (h) Judgments. There is entered against the Borrower or any other Loan Party (i) a
final non-appealable judgment or order for the payment of money in an aggregate amount exceeding
(individually or collectively) $1,000,000 (to the extent not covered by third-party insurance as
to which the insurer does not dispute coverage), or (ii) any non-monetary final non-appealable
judgment that has or could reasonably be expected to have a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and is
not released, vacated or fully bonded within 60 days after its attachment or levy; or (B) there is
a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of
a pending appeal or otherwise, is not in effect; or



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



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



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



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



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



     (n) Collateral; Impairment of Security,_etc. (i) Any provision of any Loan Document
shall for any reason cease to be valid and binding on or enforceable against a Loan Party or any
Loan Party shall so state in writing or bring an action to limit its obligations or liabilities
thereunder; or (ii) any Collateral Document shall for any reason (other than pursuant to the terms
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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 Loan Party
that is Disposed of by the Borrower in accordance with the provisions of this Agreement; or




     (o) Borrowing Base Deficiency. Any Borrowing Base Deficiency is not cured
within the time limit specified in Section 2.04(b).



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



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



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



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



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


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




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




ARTICLE IX.

ADMINISTRATIVE AGENT




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



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



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



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



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



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



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



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



     (e) Neither the Administrative Agent nor the Collateral Agent shall have any obligation
whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by
any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted
to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly
or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any
particular priority, or to exercise at all or in any particular manner or under any duty of care,
disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the
Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral
Documents; it being understood and agreed that in respect of the Collateral, or any act, omission,
or event related thereto, the Administrative Agent may act in any manner it may deem appropriate,
in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of
the Lenders and that the Administrative Agent shall have no duty or



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liability whatsoever to any Lender, other than to act without gross negligence or willful
misconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is
also the Collateral Agent.




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



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



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




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



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



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



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




     9.08 Indemnification of Agents. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent
determined in a final, nonappealable judgment by a court of competent jurisdiction to have been
caused primarily by such Agent-Related Person’s own gross negligence or willful misconduct;
provided, however, it being agreed by all Lenders that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs and costs and expenses in connection with the use of Intralinks,
Inc. or other similar information transmission systems in connection with this Agreement) incurred
by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the Revolving Commitments,
the payment of all Obligations hereunder and the resignation or replacement of the Administrative
Agent.



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




     9.10 Successor Administrative Agent and Collateral Agent.



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



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



     9.11 Other Agents; Arrangers. None of the Lenders or other Persons identified on the facing
page or signature pages of this Agreement as a “syndication agent,” as a “documentation agent,” any
other type of agent (other than the Administrative Agent and Collateral Agent), “arranger,” or
“bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this


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Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none
of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
so identified in deciding to enter into this Agreement or in taking or not taking action
hereunder.




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



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



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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08, 10.04 and 10.05.




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



     9.13 Hedging Agreements. To the extent any Affiliate of a Lender is a party to a Swap Contract
with the Borrower or any Loan Party and thereby becomes a beneficiary of the Liens pursuant to the
Collateral Document, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent
and Collateral Agent its nominee and agent to act for and on behalf of such Affiliate in connection
with the Collateral Documents and to be bound by the terms of this Article IX, Section 10.01(e) and
the last sentence of Section 2.13,



ARTICLE X.

MISCELLANEOUS



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




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




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




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




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




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




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




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


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




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



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



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



     (e) Notwithstanding any provision herein to the contrary, if the Revolving Commitments have
been terminated, and the only outstanding Obligations (other than contingent indemnity obligations
and L/C Obligations that are Cash Collateralized) are amounts owed pursuant to one or more Lender
Hedging Agreements, the Administrative Agent and/or Collateral Agent will, and is hereby authorized
to, (A) release the Liens created under the Loan Documents and (B) release all Guaranties of the
Guarantors; provided, that contemporaneously with such release, (i) the Borrower (and, if
applicable, any Loan Party that is a party to such Lender Hedging Agreements) (A) executes a margin
agreement in form and substance acceptable to such Lender(s) (or its Affiliates) that are parties
to such Lender Hedging Agreements (the “Lender Counterparties”) and (B), if required, provides
collateral in the form of cash or a letter of credit having an aggregate value acceptable to such
Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a Loan Party and
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Borrower executes a guaranty covering such Loan Party’s obligations thereunder, such guaranty to
be in form and substance satisfactory to the Lender Counterparties. Any release under this Section
10.01(e) must be in writing and signed by the Administrative Agent.




     10.02 Notices and Other Communications; Facsimile Copies.



     (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder and under the other Loan Documents shall be in
writing (including by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address specified for notices
on Schedule 10.02 (for the Borrower, any Guarantor and the Administrative Agent) or on the
Administrative Details Form (for the other Lenders); or, in the case of the Borrower, the
Guarantors, the Administrative Agent, or the L/C Issuer, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of any other party, to
such other address as shall be designated by such party in a notice to the Borrower, the
Administrative Agent and the L/C Issuer. All such notices and other communications shall be deemed
to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and
(ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if
delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when
delivered; provided, however, that notices and other communications to the Administrative Agent or
the L/C Issuer pursuant to Article II shall not be effective until actually received by such
Person. Any notice or other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient
at the number specified in accordance with this Section, it being understood and agreed that a
voicemail message shall in no event be effective as a notice, communication or confirmation
hereunder.



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



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



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




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



     10.04 Attorney Costs; Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the
Administrative Agent and Arranger for all reasonable costs and expenses incurred in connection with
the development, preparation, negotiation, syndication, administration and execution of this
Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of
any mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code
financing statements relating thereto and all amendments, supplements and modifications to any
thereof and any and all other documents or instruments of further assurance required to be filed or
recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or
any security agreement, and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use
of Intralinks, Inc. or other similar information transmission systems in connection with this
Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and
expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any workout or restructuring in respect of the Obligations and during any
legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing, recording, title
insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public accountants and
other outside experts retained by the Administrative Agent or any Lender. The agreements in this
Section shall survive the termination of the Aggregate Revolving Commitment and repayment of all
the other Obligations.



     10.05 Indemnification. Whether or not the transactions contemplated hereby
are consummated, each of the Borrower and each Guarantor (by execution of a Guaranty), jointly and
severally, agrees to indemnify, save and hold harmless each Agent-Related Person, the
Administrative Agent, the Collateral Agent, the Arranger, each Lender, the L/C Issuer and their
respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other than the
Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or
cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any
Loan Party or any of their respective officers or directors, arising out of or relating to, the
Loan Documents, the Aggregate Revolving Commitment, the use or contemplated use of the proceeds of
any Revolving Loans, or the relationship of any Loan Party, the Administrative Agent, the
Collateral Agent, the Lenders and the L/C Issuer under this Agreement or any other Loan Document;
(b) any and all claims, demands, actions or causes of action that may at any time (including at any
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replacement of any Lender) be asserted or imposed against any Indemnitee by any Person or by the
Borrower or any other Loan Party, arising out of or relating to, the Loan Documents, the Revolving
Commitments, the use or contemplated use of the proceeds of any Revolving Loans, or the
relationship of any Loan Party, the Administrative Agent, the Collateral Agent, the Lenders and
the L/C Issuer under this Agreement or any other Loan Document; (c) without limiting the
foregoing, any and all claims, demands, actions or causes of action, judgments and orders,
penalties and fines that are asserted or imposed against any Indemnitee, (i) under the application
of any Environmental Law applicable to the Borrower or any of its Subsidiaries or any of their
properties or assets, including the treatment or disposal of Hazardous Substances on any of their
properties or assets, (ii) as a result of the breach or non-compliance by the Borrower or any of
the QRC Subsidiaries with any Environmental Law applicable to the Borrower or any of the QRC
Subsidiaries, (iii) due to past ownership by the Borrower or any of the QRC Subsidiaries of any of
their properties or assets or past activity on any of their properties or assets which, though
lawful and fully permissible at the time, could result in present liability, (iv) due to the
presence, use, storage, treatment or disposal of Hazardous Substances on or under, or the escape,
seepage, leakage, spillage, discharge, emission or Release from, any of the properties owned or
operated by the Borrower or any of its Subsidiaries (including any liability asserted or arising
under any Environmental Law), regardless of whether caused by, or within the control of, the
Borrower or any of its Subsidiaries, or (v) due to any other environmental, health or safety
condition in connection with the Loan Documents; (d) any administrative or investigative
proceeding by any Governmental Authority arising out of or related to a claim, demand, action or
cause of action described in subsection (a), (b) or (c) above; and (e) any and all liabilities
(including liabilities under indemnities), losses, costs, damages or expenses (including Attorney
Costs and settlement costs) that any Indemnitee suffers or incurs as a result of the assertion of
any foregoing claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand, action, cause of action
or proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF
AN INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided
that such indemnity shall not, as to any Indemnitees, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses or disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee. The agreements in this Section shall survive and continue for the benefit of the
Indemnitees at all times after the Borrower’s acceptance of the Lenders’ Revolving Commitments
under this Agreement, whether or not the Closing Date shall occur and shall survive the
termination of the Revolving Commitments and repayment of all the other Obligations.




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



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the
provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.



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



     except in the case of an assignment of the entire remaining amount of the assigning Lender’s
Revolving Commitment and the Revolving Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans
outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the
outstanding principal balance of the Revolving Loan of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consent (Borrower’s consent not to be unreasonably withheld, conditioned or
delayed);




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




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




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




Subject to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the


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



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



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



     (e) A
Participant shall not be entitled to receive any greater payment under Section 3.01 or
3.04 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s


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prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not
be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply
with Section 3.01 as though it were a Lender.




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



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



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



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



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such disclosure is made will be informed of the confidential nature of such information and
obligated to keep such information confidential).




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



     10.10
Interest Rate Limitation. Regardless of any provision contained in any Loan
Document, neither the Administrative Agent nor any Lender shall ever be entitled to contract for,
charge, take, reserve, receive, or apply, as interest on all or any part of the Obligations, any
amount in excess of the Maximum Rate, and, if any Lender ever does so, then such excess shall be
deemed a partial prepayment of principal and treated hereunder as such and any remaining excess
shall be refunded to the
Borrower. In determining if the interest paid or payable exceeds the Maximum Rate, the
Borrower and the Lenders shall, to the maximum extent permitted under applicable Law, (a)
treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower
agree that such is the case and that provision herein for multiple Borrowings is for
convenience only), (b) characterize any nonprincipal payment as an expense, fee, or premium
rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d)
amortize, prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligations. However, if the Obligations are paid and performed in
full prior to the end of the full contemplated term thereof, and if the interest received for
the actual period of existence thereof exceeds the Maximum Amount, the Lenders shall refund
such excess, and, in such event, the Lenders shall not, to the extent permitted by Law, be
subject to any penalties provided by any Laws for contracting for, charging, taking,
reserving or receiving interest in excess of the Maximum Amount.



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



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



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



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



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



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



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



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



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



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



     10.16 Governing Law.



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



     (b) THE BORROWER AND EACH OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION
OF A GUARANTY, AGREES TO THIS SECTION 10.16(b).ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING
IN THE BOROUGH OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND
APPELLATE COURTS FROM ANY THEREOF, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER (1) IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO,
AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE
BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF
SUCH STATE.



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



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NOT APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.




     10.18
Time of the Essence. Time is of the essence of the Loan Documents.



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



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




	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION, 
as Borrower

 	 
	 	By:  	/s/ Jerry D. Cash
 	 
	 	 	Jerry D. Cash 	 
	 	 	Chief Executive Officer 	 
	 



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Signature
Page 1









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Gail Watkin
 	 
	 	 	Name:  	Gail Watkin  	 
	 	 	Title:  	Manager, Agency 	 
	 



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Credit Agreement





Signature
Page 2









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Lender

and L/C Issuer

 	 
	 	By:  	/s/
Jason York
 	 
	 	 	Jason York 	 
	 	 	Authorized Signatory 	 
	 



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Signature
Page 3









 





SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	             Lender 	 	Revolving Commitment
	Royal Bank of Canada
	 	$	50,000,000.00	 
	TOTAL:
	 	$	50,000,000.00	 






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Schedule 2.01

















 





SECTION 5.13




SUBSIDIARIES AND EQUITY INVESTMENTS





	•	 	The Borrower owns 100% of the issued and outstanding membership interests in the following
Subsidiaries: Quest Oil & Gas, LLC, a Kansas limited liability company, and Quest Energy
Service, LLC, a Kansas limited liability company. The Borrower has no other Subsidiaries or
equity Investments in any other Person.





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Schedule 5.13




 









 





SECTION 7.01




EXISTING LIENS





	•	 	Cash collateral securing reimbursement obligations under on the following Letters of Credit:






	 	•	 	$1,000,000 letter of credit issued by Wells Fargo Bank, N.A. for the benefit of Devon
Energy Production Company and Tall Grass Services, LLC (L/C #NZS564784) expiring on January
1, 2008.
	 
	 	•	 	$200,000 letter of credit issued by Wells Fargo Bank, N.A. for the benefit of
Victore Insurance Company (L/C # NZS564785) expiring on July 7, 2008.





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Schedule 7.01




 









 





SCHEDULE 7.04




INDEBTEDNESS





	•	 	Reimbursement Obligations on the following Letters of Credit:






	 	•	 	$1,000,000 letter of credit issued by Wells Fargo Bank, N.A. for the benefit of Devon
Energy Production Company and Tall Grass Services, LLC (L/C #NZS564784) expiring on January
1, 2008.
	 
	 	•	 	$200,000 letter of credit issued by Wells Fargo Bank, N.A. for the benefit of
Victore Insurance Company (L/C # NZS564785) expiring on July 7, 2008.
	 
	 	•	 	$1,000,000 letter of credit issued by UBS for the benefit of Devon Energy
Production Company.





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Schedule 7.04





 












 





SCHEDULE 7.11




TRANSACTIONS WITH AFFILIATES





	•	 	Management Services Agreement dated as of November 13, 2007 among
Quest Energy GP, LLC, Quest Energy Partners, L.P., and Quest Energy
Service, LLC.






	•	 	Contribution, Conveyance and Assumption Agreement, dated as of
December 22, 2006, but effective as of December 1, 2006, among Quest
Midstream Partners, L.P., Quest Cherokee, LLC, Quest Midstream GP,
LLC, Quest Resource Corporation, Bluestem Pipeline, LLC, and other
Quest subsidiaries.






	•	 	Amended and Restated Investors’ Rights Agreement, dated as of November
1, 2007, among Quest Midstream Partners, L.P., Quest Midstream GP,
LLC, Quest Resource Corporation and 17 investors.






	•	 	Purchase Agreement, dated as of December 22,2006, among Quest
Midstream Partners, L.P., Quest Midstream GP, LLC, Quest Resource
Corporation, Alerian Opportunity Partners IV, L.P., Swank MLP
Convergence Fund, LP, Swank Investment Partners, LP, The Cushing MLP
Opportunity Fund I, LP, The Cushing GP Strategies Fund, LP, Tortoise
Capital Resources Corporation, Huizenga Opportunity Partners, LP and
HCM Energy Holdings, LLC.






	•	 	Purchase Agreement, dated as of October 16,2007, among Quest Midstream
Partners, L.P., Quest Midstream GP, LLC, Quest Resource Corporation,
Alerian Opportunity Partners, IX, L.P., Bel Air MLP Energy
Infrastructure Fund, LP, Tortoise Capital Resources Corporation,
Tortoise Gas and Oil Corporation, Dalea Partners, LP, Hartz Capital
MLP, LLC, ZLP Fund, L.P., KED MME Investment Partners, LP, KED MME
Investment Partners, LP, Eagle Income Appreciation Partners, L.P.,
Eagle Income Appreciation II, L.P., Citigroup Financial Products,
Inc., and The Northwestern Mutual Life Insurance Company.






	•	 	Second Amended and Restated Agreement of Limited Partnership of Quest
Midstream Partners, L.P., dated as of November 1,2007, among Quest
Midstream GP, LLC, Quest Resource Corporation, and 19 limited
partners.






	•	 	Amended and Restated Limited Liability Company Agreement of Quest
Midstream GP, LLC, dated as of December 22,2006, among Quest Resource
Corporation, Alerian Opportunity Partners IV, LP, Swank MLP
Convergence Fund, LP, Swank Investment Partners, LP, The Cushing MLP
Opportunity Fund I, LP, and the Cushing GP Strategies Fund, LP.





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Schedule 7.11





 









 









	•	 	Limited Liability Company Agreement of Quest Energy GP, LLC, dated as
of July 12, 2007, by Quest Resource Corporation.






	•	 	Amended and Restated Limited Liability Company Agreement of Quest
Energy GP, LLC, dated as of November 15, 2007, by Quest Resource
Corporation.






	•	 	Omnibus Agreement, dated as of December 22, 2006, among Quest Resource
Corporation, Quest Midstream GP, LLC, Bluestem Pipeline, LLC and Quest
Midstream Partners, L.P.






	•	 	Midstream Services and Gas Dedication Agreement, dated as of December
22, 2006, but effective as of December 1, 2006, between Quest Resource
Corporation and Bluestem Pipeline, LLC, as amended by Amendment No. 1
to the Midstream Services and Gas Dedication Agreement, between Quest
Resource Corporation and Bluestem Pipeline, LLC.






	•	 	Assignment and Assumption Agreement, dated as of
November 15, 2007,
among Quest Resource Corporation, Bluestem Pipeline, LLC and Quest
Energy Partners, L.P. (whereby Quest Resource Corporation will assign
the Midstream Services and Gas Dedication Agreement to Quest Energy
Partners, L.P., and Quest Energy Partners, L.P. will assume all of
Quest Resource Corporation’s rights and obligations).






	•	 	Underwriting Agreement, dated as of November 8, 2007, among Quest
Energy Partners, L.P., Quest Energy GP, LLC, Quest Cherokee, LLC,
Quest Resource Corporation, and Wachovia Capital Markets, LLC.






	•	 	Limited Partnership Agreement of Quest Energy Partners, L.P., dated as
of July 12, 2007, between Quest Energy GP, LLC and Quest Resource
Corporation.






	•	 	First Amended and Restated Limited Partnership Agreement of Quest
Energy Partners, L.P., dated as of November 15, 2007, between Quest
Energy GP, LLC and Quest Resource Corporation.






	•	 	Contribution, Conveyance and Assumption Agreement, dated as of
November 15, 2007, among Quest Resource Corporation, Quest Energy
Partners, L.P., Quest Energy GP, LLC, Quest Cherokee, LLC, Quest Oil &
Gas, LLC, and Quest Energy Service, LLC.






	•	 	Omnibus Agreement, dated as of November 15, 2007, among Quest Energy
Partners, L.P., Quest Energy GP, LLC, and Quest Resource Corporation.






	•	 	Management Services Agreement, dated as of November 15, 2007, among
Quest Energy GP, LLC, Quest Energy Partners, L.P., and Quest Energy
Service, LLC.





Quest Resource

Credit Agreement




Schedule 7.11




 









 








SCHEDULE 10.02




ADDRESSES FOR NOTICES TO BORROWER,

GUARANTORS AND ADMINISTRATIVE AGENT




ADDRESS FOR NOTICES TO BORROWER

QUEST RESOURCE CORPORATION

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESS FOR NOTICES TO GUARANTORS

Quest Energy Services, LLC

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

Attn: Chief Executive Officer

Telephone: (405) 488-1304

Facsimile: (405) 840-9897




ADDRESSES FOR ROYAL BANK OF CANADA




Royal Bank of Canada’s Lending Office:

Royal Bank of Canada

New York Branch

One Liberty Plaza, 3rd Floor

New York, New York 10006-1404

Attention: Manager, Loans Administration

Telephone: (212) 428-6332

Facsimile: (212) 428-2372




For matters related to letters of credit: 

Attention: Manager, Trade Products

Telephone: (212) 428-6235

Facsimile: (212) 428-3015




in each case with a copy to:

Royal Bank of Canada

2800 Post Oak Boulevard

3900 Williams Tower

Houston, Texas 77056

Attention: Jason York

Telephone: (713) 403-5679

Facsimile: (713) 403-5624

Electronic Mail: Jason.York@rbccm.com




Quest Resource

Credit Agreement




Schedule 10.2 Page 2




 









 








Administrative Agent’s Office: 

Royal Bank of Canada

Agency Services Group

Royal Bank Plaza

P. O. Box 50, 200 Bay Street

12th
 Floor, South Tower

Toronto, Ontario M5J 2W7

Attention: Manager Agency

Facsimile: (416) 842-4023




Wiring Instructions:

JPMorgan Chase Bank, New York, New York

ABA 021-000021

For account Royal Bank of Canada, New York

Swift Code: ROYCUS3X

A/C 920-1033363

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

Ref: Quest Resource

Attn: Agency Services




Quest Resource

Credit Agreement




Schedule 10.2 Page 2




 









 








EXHIBIT A-l




FORM OF BORROWING NOTICE




Date:                                         ,                     




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain 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 (the “Borrower”), Royal Bank of Canada, as Administrative Agent
and Collateral Agent, and the Lenders from time to time party thereto.



     The undersigned hereby requests:



I. FACILITY




	 	 	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Status Information for the Facility
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	Amount of Facility: $50,000,000
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Revolving Loans outstanding prior to the Borrowing requested herein: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c)	 	Letters of Credit outstanding prior to the Borrowing requested herein: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(d)	 	Principal amount of Revolving Loans available to be borrowed (l(a) minus the sum of l(b) and l(c)): $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Amount of Borrowing: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	3(a)	 	Initial Borrowing Base as of Closing Date: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	3(b)	 	Borrowing Base as of the day preceding the date of this Borrowing Notice: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Requested date of Borrowing:                                         , 200_; must be prior to Maturity Date.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	5.	 	Requested Type of Loan and applicable Dollar amount:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	Base Rate Loan for $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Eurodollar Rate Loan with Interest Period of:
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	(i)	 	one month for	 	$                    
	 
	 	 	 	 	 	(ii)	 	two months for	 	$                    
	 
	 	 	 	 	 	(iii)	 	three months for	 	$                    
	 
	 	 	 	 	 	(iv)	 	six months for	 	$                    






Exhibit A-l Page 1

Form of Borrowing Notice





 









 









	 	6.	 	Purpose of Revolving Loan:






	 	—	 	To pay certain indebtedness owing under the Prior First Lien Credit
Agreement, Prior Second Lien Credit Agreement and Prior Third Lien
Credit Agreement
	 
	 	—	 	To finance acquisitions and capital expenditures
	 
	 	—	 	To finance capital contributions to QMLPGP and QELPGP for them to
maintain their 2% general partner interest in QMLP and QELP,
respectively
	 
	 	—	 	To finance working capital and general company
purposes of the Borrower and its Subsidiaries (other than the Excluded
MLP Entities)
	 
	 	—	 	To pay fees, costs and expenses owed pursuant to the Agreement





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



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




               (b) the amount of the requested Borrowing, when added to Revolving Loans outstanding prior to
the Borrowing and Letters of Credit outstanding prior to the Borrowing will not exceed the lesser
of (i) Borrowing Base set forth on Line 1.3 (a) or (b), as applicable, and (ii) the Aggregate
Revolving Commitment; and




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




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



	 	 	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION 	 	 
	 	 	a Nevada corporation, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit A-l Page 2

Form of Borrowing Notice




 









 





EXHIBIT A-2




FORM OF CONVERSION/CONTINUATION NOTICE




Date:                                         ,                     




TO: Royal
Bank of Canada, as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain 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 (the “Borrower”), Royal Bank of Canada, as Administrative Agent
and Collateral Agent, and the Lenders from time to time party thereto.



     The undersigned hereby requests:



I. FACILITY




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Amount of [conversion] [continuation]: $                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Existing rate:	 	Check applicable blank
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	Base Rate
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Eurodollar Rate Loan with Interest Period of:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(i)	 	one month	 	                    
	 	 	 	 	 	 	(ii)	 	two months	 	                    
	 	 	 	 	 	 	(iii)	 	three months	 	                    
	 	 	 	 	 	 	(iv)	 	six months	 	                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3.	 	If a Eurodollar Rate Loan, date of the last day of the Interest Period for such Loan:                                         , 200_.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Revolving Loan described above is to be [converted] [continued] as follows:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Requested date of [conversion] [continuation]:                                         , 200_,
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5.	 	Requested Type of Loan and applicable Dollar amount:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	Base Rate Loan for $                    
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Eurodollar Rate Loan with Interest Period of:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	(i)	 	one month for	 	 	 	$                    
	 
	 	 	 	 	 	(ii)	 	two months for	 	 	 	$                    
	 
	 	 	 	 	 	(iii)	 	three months for	 	 	 	$                    
	 
	 	 	 	 	 	(iv)	 	six months for	 	 	 	$                    






Exhibit A-2 Page 1

Form of Conversion/Continuation Notice




 









 








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



	 	 	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION	 	 
	 	 	a Nevada corporation, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit A-2 Page 2

Form of Conversion/Continuation Notice




 









 





EXHIBIT A-3




FORM OF REPAYMENT NOTICE




Date:                                         ,                     




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain 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 (the “Borrower”), Royal Bank of Canada, as Administrative Agent
and Collateral Agent, and the Lenders from time to time party thereto.



     The undersigned hereby is repaying the Facility as
follows:



I. FACILITY




	 	 	 	 	 	 	 	 	 	 	 
	 	 	1.	 	Revolving Loans outstanding prior to the repayment referred to herein: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	2.	 	Amount of repayment: $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	3.	 	Date of repayment:                     , 200_.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	4.	 	Type of Loan and amount to which repayment applies:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	Base Rate Loan for $                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Eurodollar Rate Loan with Interest Period of:
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	(i)	 	one month	 	$                    
	 
	 	 	 	 	 	(ii)	 	two months	 	$                    
	 
	 	 	 	 	 	(iii)	 	three months	 	$                    
	 
	 	 	 	 	 	(iv)	 	six months	 	$                    






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



	 	 	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION	 	 
	 	 	a Nevada corporation, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit A-3 Page 1

Form of Repayment Notice





 









 








EXHIBIT B




FORM OF REVOLVING NOTE




			
	 	 	 
	$                                        
	 	November ___, 2007






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



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



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



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



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



Exhibit B Page 1

Form of Revolver Note




 









 





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



	 	 	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION a Nevada	 	 
	 	 	corporation, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







Exhibit B Page 2

Form of Revolver Note



 











 





EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE

(Pursuant to Section 6.02 of the Agreement)




Financial Statement Date:                     ,           




To: Royal Bank of Canada, as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain 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 (the “Borrower”), the Lenders from time to time party thereto,
and Royal Bank of Canada, as Administrative Agent and Collateral Agent. Capitalized terms used
herein but not defined herein shall have the meaning set forth in the Agreement.



     The undersigned Responsible Officer hereby certifies as of the date hereof that he is the
                                         of the Borrower, and that, as such, he is authorized to execute and
deliver this Certificate to the Administrative Agent on the behalf of 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 Borrower and its Subsidiaries required by Section 6.01(a) of the Agreement for the fiscal
year of the Borrower 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
Borrower and its Subsidiaries required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Borrower ended as of the above date and the portion of the Borrower’s fiscal year then
ended, together with a certificate of a Responsible Officer of the Borrower stating that such
financial statements fairly present the financial condition, results of operations and cash flows
of the Borrower and its 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.



     2. A review of the activities of 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
Borrower performed and observed all its Obligations under the Loan Documents, and no Default or
Event



Exhibit C Page 1

Form of Compliance Certificate




 









 







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.



     4. As of the date of this Certificate, the Borrowing Base is $                     calculated as
follows:



Quest Resource Corporation

Borrowing Base Calculation Worksheet

As of [insert Financial Statement Date]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	QELP	 	QELP	 	QELP	 	 	 	 	 	QMLP	 	QMLP	 	QMLP	 	 
	 	 	# of QELP	 	common unit	 	Market	 	Pledged Collateral	 	# of QELP	 	common unit	 	Market	 	Pledged Collateral	 	 
	 	 	units	 	market price (a)	 	Value	 	Market Value	 	units	 	market price (b)	 	Value	 	Market Value	 	Totals
	Common Units Collateral
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common units
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advance rate
	 	 	 	 	 	 	 	 	 	 	50.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50.00	%	 	 	 	 	 	 	 	 
	Common units Borrowing Base
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinated Units
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinated units
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$20.00	 	 	 	 	 	 	 	 	 	 	 	 	 
	Discount
	 	 	 	 	 	 	15.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	15.00	%	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted price
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted price
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advance rate
	 	 	 	 	 	 	 	 	 	 	50.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50.00	%	 	 	 	 	 	 	 	 
	Subordinated units Borrowing Base
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Available Borrowing Base (1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current Aggregate Revolving Commitment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	$50,000,000	 
	Less: current Loans outstanding
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
Balance of Unborrowed Facility (2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Available to Advance [lessor of (1) or (2)]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




		
	(a) 	QELP common unit market price as of xx/xx/xxxx, which was
the last trading day of the
quarterly period
	 
	(b) 	QMLP common unit market price is set at $20.00 by Administrative Agent until a public
offering is
completed which will set the new common unit market price





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



	 	 	 	 	 
	 	 	QUEST RESOURCE CORPORATION
	 	 	a Nevada corporation, as Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Exhibit C Page 2

Form of Compliance Certificate





 









 








For the Quarter/Year ended

                                         (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




I. Section 7.15(a) - Interest Coverage Ratio.




	 	 	 	 	 	 	 	 	 
	A.	 	Consolidated Annualized EBITDA (for use for Statement Dates
prior to March 31, 2009)	 	 
	 

	 	 	1.	 	 	Consolidated EBITDA for the 3-month period ended
March 31, 2008 multiplied by 4 (including pro forma
adjustments for Material Dispositions and Material
Acquisitions):
	 	$                    
	 

	 	 	2.	 	 	Consolidated EBITDA for the 6-month period ended June
30, 2008 multiplied by 2 (including pro forma adjustments
for Material Dispositions and Material Acquisitions):
	 	$                    
	 

	 	 	3.	 	 	Consolidated EBITDA for the 9-month period ended
September 30, 2008 multiplied by 1.33 (including pro
forma adjustments for Material Dispositions and
Material Acquisitions):
	 	$                    
	 

	 	 	4.	 	 	Consolidated EBITDA for the 12-month period ended
December 31, 2008 (including pro forma adjustments for
Material Dispositions and Material Acquisitions):
	 	$                    
	 

	 	 	5.	 	 	Interest Coverage Ratio: (Line I.C.3) divided by
(Line I.A.1, 2, 3 or 4, as appropriate):
	 	           to 1.0
	 

	 	 	6.	 	 	Is the Interest Coverage Ratio less than 3.0 to 1.0?
	 	Yes/No
	 
	 	 	 	 	 	 	 	 
	B.	 	Consolidated EBITDA measured on a pro forma rolling four
consecutive fiscal quarter basis ending on the Statement Date
(“Reference Period”) (see Credit Agreement definition of
“Consolidated EBITDA”):	 	 
	 

	 	 	1.	 	 	Consolidated EBITDA for Reference Period (prior
to pro forma adjustments for Material Dispositions and
Material Acquisitions pursuant to Section 7.15(c)):
	 	$                    
	 

	 	 	2.	 	 	Pro forma adjustments to EBITDA for Material
Dispositions and Material Acquisitions during the
Reference Period (Section 7.15(c)), giving effect to
such Material Dispositions and Material Acquisitions on
a pro forma basis for the Reference Period as if such
Material Dispositions and Material Acquisitions occurred
on the first day of the Reference Period:
	 	$                    
	 

	 	 	3.	 	 	Consolidated EBITDA including pro forma adjustments
for Material Dispositions and Material Acquisitions
(Lines I.B.1 +I.B.2):
	 	$                    
	 
	 	 	 	 	 	 	 	 
	C.	 	Consolidated Interest Charges for the Reference Period (or for
Reference Periods ending prior to March 31, 2009, Consolidated
Annualized Interest Charges)	 	 
	 

	 	 	1.	 	 	Consolidated Interest Charges for the four
consecutive fiscal quarters ending on the Statement Date
(or for Reference Periods ending prior to March 31,
2009, Consolidated Annualized Interest Charges for the
period ending on the Statement Date):
	 	$                    






Exhibit C Page 3

Form of Compliance Certificate




 









 








	 	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Pro forma adjustment to Consolidated Interest Charges for Material Dispositions
and Material Acquisitions during the four consecutive fiscal quarters ending on the
Statement Date (Section 7.15 (c)):
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Consolidated Interest Charges including pro forma adjustments for Material
Dispositions and Material Acquisitions (Lines I.B.1 + I.B.2):
	 	$                    
	 
	 	 	 	 	 	 	 	 
	D.

	 	 	 	 	 	Interest Coverage Ratio	 	 
	 

	 	 	1.	 	 	Consolidated EBITDA adjusted for Material Dispositions and Material Acquisitions (Line I.B.3);
	 	$                    
	 

	 	 	2.	 	 	Consolidated Interest Charges adjusted for Material Dispositions and Material
Acquisitions (Line I.C.3):
	 	$                    
	 

	 	 	3.	 	 	Imputed interest charges on Synthetic Lease Obligations of the Borrower and its
Subsidiaries (other than the Excluded MLP Entities) for the Reference Period:
	 	$                    
	 

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

	 	 	 	 	 	Is the Interest Coverage Ratio less than 3.0 to 1.0?
	 	Yes/No






II. Section 7.15(b) - Leverage Ratio.




	 	 	 	 	 	 	 	 	 
	A.	Consolidated Funded Debt	 	 
	 

	1.	Consolidated Funded Debt on Statement Date (borrowed money Indebtedness, letter
of credit reimbursement obligations, Capital Leases, Synethetic Leases, Guaranty
Obligations)
	 	$                    
	 
	 	 	 	 	 	 	 	 
	B.	Consolidated EBITDA measured on a rolling four consecutive fiscal quarter basis
ending on the Statement Date (“Reference Period”) (see Credit Agreement
definition of “Consolidated EBITDA”):	 	 
	 

	1.	Consolidated EBITDA for the 3-month period ended March 31, 2008 multiplied by 4
(including pro forma adjustments for Material Dispositions and Material
Acquisitions):
	 	$                    
	 

	2.	Consolidated EBITDA for the 6-month period ended June 30, 2008 multiplied by 2
(including pro forma adjustments for Material Dispositions and Material
Acquisitions):
	 	$                    
	 

	3.	Consolidated EBITDA for the 9-month period ended September 30, 2008 multiplied by
1.33 (including pro forma adjustments for Material Dispositions and Material
Acquisitions):
	 	$                    
	 

	4.	Consolidated EBITDA for the 12-month period ended December 31, 2008 (including pro
forma adjustments for Material Dispositions and Material Acquisitions):
	 	$                    
	 

	5.	Leverage Ratio: (Line II.A.3) divided by (Line II.B.l, 2, 3 or 4, as appropriate):
	 	           to 1.0
	 

	6.	Is the Interest Coverage Ratio greater than 3.0 to 1.0?
	 	Yes/No






Exhibit C Page 4

Form of Compliance Certificate





 









 








	 	 	 	 	 	 	 	 	 
	C.	Consolidated EBITDA (for use for Statement Dates on and after March 31, 2009)	 	 
	 

	1.	Consolidated EBITDA (including pro forma adjustments for Material
Dispositions and Material Acquisitions) (Line I.A.3 above)
	 	$                    
	 

	2.	Leverage Ratio: (Line II.A.3) divided by (Line II.C.1):
	 	               to 1.0
	 

	3.	Is the Interest Coverage Ratio less than 3.0 to 1.0?
	 	Yes/No






Exhibit C Page 5

Form of Compliance Certificate




 









 








EXHIBIT D




FORM OF ASSIGNMENT AND ASSUMPTION




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



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



	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 
	 	 	 	 
	2.

	 	Assignee:	 	 
	 

	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]
	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	Quest Resource Corporation
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Royal Bank of Canada, as the administrative agent under the
Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The $50,000,000 Credit Agreement dated as of November 15,
2007 among Quest Resource Corporation, the Lenders parties
thereto, and Royal Bank of Canada, as Administrative Agent.






Exhibit D Page 1

Form of Assignment and Assumption




 









 








     6. Assigned Interest:



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





[7. Trade Date:                      ]



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




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




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




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





	 	 	 	 	 	 	 
	Consented to and Accepted:	 	 	 	 
	 
	 	 	 	 	 	 
	[NAME OF ADMINISTRATIVE AGENT], as	 	[NAME OF L/C ISSUER], as
	Administrative Agent	 	L/C Issuer
	 
	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title:	 	 	 	 






[Consented to:]




Exhibit D Page 2

Form of Assignment and Assumption




 









 








	 	 	 	 	 
	QUEST RESOURCE CORPORATION,	 	 
	a Nevada corporation	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






Exhibit D Page 3

Form of Assignment and Assumption




 









 








ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.




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




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




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


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




Exhibit D Page 4

Form of Assignment and Assumption




 









 







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




Exhibit D Page 5

Form of Assignment and Assumption