FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

FIRST AMENDMENT

TO THE

AGREEMENT AND PLAN OF MERGER

dated as of

October 2, 2009

among

NEW QUEST HOLDINGS CORP.,

QUEST RESOURCE CORPORATION,

QUEST MIDSTREAM PARTNERS, L.P.,

QUEST ENERGY PARTNERS, L.P.,

QUEST MIDSTREAM GP, LLC,

QUEST ENERGY GP, LLC,

QUEST RESOURCE ACQUISITION CORP.,

QUEST ENERGY ACQUISITION, LLC,

QUEST MIDSTREAM HOLDINGS CORP.

and

QUEST MIDSTREAM ACQUISITION, LLC

FIRST AMENDMENT
TO THE
AGREEMENT AND PLAN OF MERGER

      FIRST AMENDMENT dated as of October 2, 2009 (this “Amendment”) to the Agreement and Plan of Merger (the “Original Agreement”) dated as of July 2, 2009, is by and among New Quest Holdings Corp., a Delaware corporation (“Holdco”), Quest Resource Corporation, a Nevada corporation (“QRC”), Quest Midstream Partners, L.P., a Delaware limited partnership, Quest Energy Partners, L.P., a Delaware limited partnership, Quest Midstream GP, LLC, a Delaware limited liability company, Quest Energy GP, LLC, a Delaware limited liability company, Quest Resource Acquisition Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco, Quest Energy Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QRC, Quest Midstream Holdings Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco, and Quest Midstream Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QRC. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Original Agreement.

RECITALS

     WHEREAS, the parties to the Original Agreement wish to amend the Original Agreement pursuant to Section 11.5 thereof, and the respective Board of Directors of such parties have approved and adopted this Amendment; and

     WHEREAS, the parties to the Original Agreement (other than the QMLP Parties) wish to consent to (i) the declaration and payment by the QMLP Parties of a pro-rata dividend on the QMLP Common Units of 255,614 additional QMLP Common Units (the “Unit Dividend”) so that, after giving effect to the Unit Dividend and the issuance of 4,063 QMLP Common Units to a QMLP employee on October 1, 2009 on a net exercise basis, the number of issued and outstanding QMLP Common Units as of the date hereof shall equal 8,655,920, and (ii) the proportionate adjustments of outstanding rights held by QMLP employees, directors and others to acquire Common Units in connection therewith (which shall result in 3,385 additional Common Units being issuable pursuant thereto) (the “Adjustments” and, together with the Unit Dividend, the “Additional Unit Issuances”), all of which rights were disclosed in Section 7.3(a) of the QMLP Disclosure Letter, so that after giving effect to the Adjustments and the issuance of QMLP Common Units to the QMLP employee on October 1, 2009 as described above, the number of QMLP Common Units to be issued upon the vesting of outstanding rights held by QMLP employees, directors and others to acquire Common Units on the date hereof is 114,635;

     NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein and in the Original Agreement, the parties hereto hereby agree as follows:

     In the Glossary of Defined Terms, the references to the definitions of “Certificates of Conversion,” “Conversions,” “QMLLC,” “QMLP Certificate of Conversion,” “QMLP Conversion” and “QMLP Conversion Time” are deleted in their entirety.

     The Preamble to the Original Agreement is hereby amended and restated in its entirety to provide as follows:

     “ AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 2, 2009, is by and among New Quest Holdings Corp., a Delaware corporation (“ Holdco ”), Quest Resource Corporation, a Nevada corporation (“ QRC ”), Quest Midstream Partners, L.P., a Delaware limited partnership (“ QMLP ”), Quest Energy Partners, L.P., a Delaware limited partnership (“ QELP ”), Quest Midstream GP, LLC, a Delaware limited liability company (“ QMGP ”), Quest Energy GP, LLC, a Delaware limited liability company (“ QEGP ”), Quest Resource Acquisition Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“ QRC Merger Sub ”), Quest Energy Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QRC (“ QELP Merger Sub ”), Quest Midstream Holdings Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“ QMHC ”), and Quest Midstream Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QRC (“ QMLP Merger Sub ”). QMHC, QRC Merger Sub, QELP Merger Sub and QMLP Merger Sub are sometimes referred to herein collectively as the “ Merger Subs ” and each a “ Merger Sub .””

     In clause (iv) of the third recital of the Original Agreement, the reference to “Holdco” is hereby changed to “the QRC Surviving Entity.”

     The fourth recital of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

     “WHEREAS, the board of directors of QMGP, acting upon the unanimous recommendation of its Conflicts Committee, has (i) determined that this Agreement and the QMLP Merger are advisable, fair to and in the best interests of QMLP and the holders of QMLP Common Units (other than QMGP and its affiliates), (ii) approved the execution and delivery of this Agreement by QMLP and QMGP and the execution and delivery of the Support Agreement by QMLP, (iii) recommended approval and adoption of this Agreement and the QMLP Merger by the holders of QMLP Common Units (other than QMGP and its affiliates), as a class, and the holders of the QMLP Subordinated Units, as a class, and (iv) determined that the QMGP Merger is in the best interests of QMGP, approved the QMGP Merger and recommended approval of the QMGP Merger by the holders of the outstanding QMGP Units;”

     In the fifth recital of the Original Agreement, clause (iv) is hereby deleted in its entirety, the reference to “, and” immediately before clause (iv) is hereby deleted, and “and” is hereby added immediately before “(iii).”

     Section 1.3(a) of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

     “(a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware LP Act and the Delaware LLC Act, at the Effective Time, QMLP shall be merged with and into QMLP Merger Sub (the “ QMLP Merger ”), and the separate existence of QMLP shall thereupon cease. QMLP Merger Sub shall be the surviving entity in the QMLP Merger (sometimes referred to herein as the “ QMLP Surviving Entity ” and, together with the QRC Surviving Entity and the QELP Surviving Entity, the “ Surviving Entities ”). The QMLP Merger shall have the effects specified herein and in the Delaware LP Act and the Delaware LLC Act.”

     Section 1.3(b) of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

     “(b) As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, QMLP Merger Sub shall cause a properly executed certificate of merger (the “ QMLP Certificate of Merger ”) meeting the requirements of Section 17-211 of the Delaware LP Act and Section 18-209 of the Delaware LLC Act to be filed in accordance with such sections. The QMLP Merger shall become effective at the Effective Time, which shall be designated in the QMLP Certificate of Merger as the effective time of the QMLP Merger.”

     Section 1.3(d) of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

     “(d) At the Effective Time, by virtue of the QMLP Merger, (i) the issued and outstanding general partner units of QMLP (the “QMLP GP Units”) held by QMGP shall be converted into a number of validly issued, fully paid and nonassessable shares of Holdco Common Stock equal to the product obtained by multiplying (x) the number of shares of Holdco Common Stock issuable pursuant to Section 1.3(c) by (y) 0.30612% (the “QMLP GP Exchange Ratio” and, together with the QMLP Exchange Ratio, the “QMLP Ratios”), rounded up t