SECOND LIEN SENIOR TERM LOAN AGREEMENT

EXECUTION

SECOND LIEN SENIOR TERM LOAN AGREEMENT

Among

QUEST CHEROKEE, LLC ,
as the Borrower,

QUEST ENERGY PARTNERS, L.P. ,
as a Guarantor

ROYAL BANK OF CANADA ,
as Administrative Agent and Collateral Agent

KEYBANK NATIONAL ASSOCIATION ,
as Syndication Agent

SOCIÉTÉ GÉNÉRALE ,
as Documentation Agent

and

The Lenders Party Hereto

$45,000,000

TERM LOAN FACILITY

RBC CAPITAL MARKETS
As Lead Arranger and Sole Bookrunner

Dated as of July 11, 2008

TABLE OF CONTENTS

				Page
ARTICLE I.		DEFINITIONS AND ACOUNTING TERMS			1
1.01		Defined Terms			1
1.02		Other Interpretive Provisions			20
1.03		Accounting Terms			21
1.04		Rounding			21
1.05		References to Agreements and Laws			21
ARTICLE II.		THE TERM LOAN COMMITMENT AND BORROWING			22
2.01		Term Loans			22
2.02		Borrowings, Conversions and Continuations of Loans			22
2.03		Prepayments			23
2.04		Repayment of Term Loans			24
2.05		Interest			24
2.06		Fees			25
2.07		Computation of Interest and Fees			25
2.08		Evidence of Debt			25
2.09		Payments Generally			26
2.10		Sharing of Payments			28
2.11		Pari Passu Lien Securing Lender Hedging Obligations			28
ARTICLE III		TAXES, YIELD PROTECTION AND ILLEGALITY			28
3.01		Taxes			29
3.02		Illegality			31
3.03		Inability to Determine Rates			31
3.04		Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans			31
3.05		Compensation for Losses			32
3.06		Matters Applicable to all Requests for Compensation			33
3.07		Survival			33
3.08		Mitigation Obligations			33
ARTICLE IV.		CONDITIONS PRECEDENT TO BORROWING			33
4.01		Conditions Precedent to Borrowing			33
ARTICLE V		REPRESENTATIONS AND WARRANTIES			36
5.01		Existence; Qualification and Power; Compliance with Laws			37
5.02		Authorization; No Contravention			37
5.03		Governmental Authorization			37
5.04		Binding Effect			38
5.05		Financial Statements; No Material Adverse Effect			38
5.06		Litigation			38
5.07		No Default			38

				Page
5.08		Title; Liens; Priority of Liens			38
5.09		Environmental Compliance			39
5.10		Insurance			39
5.11		Taxes			39
5.12		ERISA Compliance			39
5.13		Subsidiaries and other Investments			40
5.14		Margin Regulations; Investment Company Act; Use of Proceeds			40
5.15		Disclosure; No Material Misstatements			41
5.16		Location of Business and Offices			41
5.17		Compliance with Laws			41
5.18		Third Party Approvals			41
5.19		Solvency			41
5.20		Oil and Gas Leases			41
5.21		Oil and Gas Contracts			41
5.22		Producing Wells			42
5.23		Purchasers of Production			42
5.24		Swap Contracts			42
ARTICLE VI.		AFFIRMATIVE COVENANTS			42
6.01		Financial Statements			42
6.02		Certificates; Other Information			43
6.03		Notices			44
6.04		Payment of Obligations			44
6.05		Preservation of Existence, Etc.			45
6.06		Maintenance of Assets and Business			45
6.07		Maintenance of Insurance			45
6.08		Compliance with Laws and Contractual Obligations			46
6.09		Books and Records			46
6.10		Inspection Rights			46
6.11		Compliance with ERISA			46
6.12		Use of Proceeds			46
6.13		Material Agreements			46
6.14		Guaranties			47
6.15		Further Assurances; Additional Collateral; In Lieu Letters			47
6.16		Title Defects			48
6.17		Leases			48
6.18		Operation of Oil and Gas Properties			49
6.19		Change of Purchasers of Production			49
6.20		Fiscal Year			49
6.21		Repayment/Refinance Covenant			49
ARTICLE VII		NEGATIVE COVENANTS			50
7.01		Liens			50
7.02		Investments			53
7.03		Hedging Agreements			53

				Page
7.04		Indebtedness			54
7.05		Lease Obligations			55
7.06		Fundamental Changes			55
7.07		Dispositions			56
7.08		Restricted Payments; Distributions and Redemptions			56
7.09		ERISA			57
7.10		Nature of Business; Risk Management			57
7.11		Transactions with Affiliates			57
7.12		Burdensome Agreements			57
7.13		Use of Proceeds			57
7.14		Material Agreements			57
7.15		Pooling or Unitization			58
7.16		Financial Covenants			58
ARTICLE VIII.		EVENTS OF DEFAULT AND REMEDIES			59
8.01		Events of Default			59
8.02		Remedies Upon Event of Default			61
8.03		Application of Funds			62
ARTICLE IX.		ADMINISTRATIVE AGENT			62
9.01		Appointment and Authorization of Agents; Lender Hedging Agreements			62
9.02		Delegation of Duties			62
9.03		Default; Collateral			63
9.04		Liability of Agents			64
9.05		Reliance by Administrative Agent			65
9.06		Notice of Default			65
9.07		Credit Decision; Disclosure of Information by Administrative Agent			66
9.08		Indemnification of Agents			66
9.09		Administrative Agent in its Individual Capacity			67
9.10		Successor Administrative Agent and Collateral Agent			67
9.11		Other Agents; Arranger			68
9.12		Administrative Agent May File Proofs of Claim			68
9.13		Hedging Agreements			69
ARTICLE X		MISCELLANEOUS			69
10.01		Amendments, Release of Collateral, Etc			69
10.02		Notices and Other Communications; Facsimile Copies			71
10.03		No Waiver; Cumulative Remedies			72
10.04		Attorney Costs; Expenses and Taxes			72
10.05		Indemnification			72
10.06		Payments Set Aside			73
10.07		Successors and Assigns			74
10.08		Confidentiality			76
10.09		Set-off			76
10.10		Interest Rate Limitation			77

				Page
10.11		Counterparts			77
10.12		Integration			77
10.13		Survival of Representations and Warranties			77
10.14		Severability			78
10.15		Replacement of Lenders			78
10.16		Governing Law			78
10.17		Waiver of Right to Trial by Jury, Etc			79
10.18		No General Partner’s Liability			80
10.19		Time of the Essence			80
10.20		ENTIRE AGREEMENT			80

SCHEDULES

2.01				Term Loan Commitments
5.13				Subsidiaries and Equity Investments
5.21				Take-or Pay and Gas Balancing Obligations
5.23				Purchasers of Production
5.24				Swap Contracts
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-1		Borrowing Notice
A-2		Conversion/Continuation Notice
A-3		Repayment Notice
B		Term Note
C		Compliance Certificate pursuant to Section 6.02(a)
D		Assignment and Assumption

SECOND LIEN SENIOR TERM LOAN AGREEMENT

     THIS SECOND LIEN SENIOR TERM LOAN AGREEMENT is entered into as of July 11, 2008, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “ Borrower ”), QUEST ENERGY PARTNERS, L.P., a Delaware master limited partnership (the “ MLP ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, “ Lender ”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and SOCIÉTÉ GÉNÉRALE, as Documentation Agent.

PRELIMINARY STATEMENTS

     (1) Pursuant to that certain Amended and Restated Credit Agreement dated as of November 15, 2007, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of April 15, 2008, among Quest Resource Corporation, a Nevada corporation, as initial co-borrower, Borrower, Royal Bank of Canada, as administrative agent and collateral agent, KeyBank National Association, as documentation agent, and the financial institutions from time to time party thereto (the “ First Lien Revolving Lenders ”) (such Credit Agreement as heretofore or hereafter amended, the “ First Lien Credit Agreement ”), the First Lien Revolving Lenders agreed to make revolving credit loans to, and issue letters of credit for the benefit of, the Borrower.

     (2) The Borrower has requested the Lenders provide a $45,000,000 second lien senior term loan to the Borrower.

     (3) The Lenders have agreed to make such loan subject to the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and of the loan hereinafter referred to, the parties hereto 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 and the Preliminary Statements hereof shall have the meanings therein indicated and the following terms shall have the meanings set forth below:

      Acquisition means the acquisition of the Acquisition Properties pursuant to the Purchase Agreement.

      Acquisition Properties means the Oil and Gas Properties to be acquired by Borrower pursuant to the Purchase Agreement.

      Adjusted Consolidated EBITDA means the sum of (i) Consolidated EBITDA plus (ii) the Distribution Equivalent Amount.

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Term Loan Agreement

      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 2.06 .

      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).

      Agreement means this Credit Agreement.

      Applicable Rate ” means, from time to time, the following percentages per annum:

Applicable Rate
		Eurodollar
Time Period		Rate +				Base Rate +
From Closing Date through October 11, 2008			6.50	%			5.50	%
After October 11, 2008			7.00	%			6.00	%

      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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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.

      Base Rate Loan means a Term 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 the Borrower, the General Partner, the MLP, and each of their respective Subsidiaries.

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

      Borrowing Notice means a notice of (a) the Borrowing of Term Loans hereunder on the Closing Date, (b) a conversion of Term Loans from one Type to the other, or (c) a continuation of Term Loans as the same Type, pursuant to Section 2.02(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 Lease means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP.

      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

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Term Loan Agreement

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;

     (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-1” or better by Moody’s or “A-1” 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 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, for purposes of Section 3.04(b) , by any Lending Office of such Lender or by such Lender’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.

      Change of Control means (a) Quest Parent shall fail to own, directly or indirectly, or fail to have voting control over, at least 51% of the equity interest of the General Partner, (b) any Person, entity or group (other than a Quest Party) acquires beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 51% or more of the equity interests in the MLP, (c) the MLP shall fail to own, directly or indirectly, 100% of the equity interests in the Borrower, or (e) a Parent Change of Control shall occur.

      Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived (or, in the case of Sections 4. 01(f) and (g) , waived by the Person entitled to receive the applicable payment).

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Term Loan Agreement

      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 MLP, the Borrower, and their respective Subsidiaries (other than any Excluded Assets) in or upon which a Lien now or hereafter exists to secure the Indebtedness owing under the First Lien Credit Agreement and 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, but not limited to Oil and Gas Properties and substantially all of the personal property (including stock and other equity interests) of the MLP, the Borrower, and their respective Subsidiaries, whether under this Agreement, the Collateral Documents, or under any other document executed by any Borrower Affiliate 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, Security Agreement and Mortgage, 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, the MLP, any Guarantor, or any of their respective Subsidiaries 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, the MLP, any Guarantor, or any of their respective Subsidiaries 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, whenever made or delivered, and (b) any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions, restatements, continuations, and extensions of any of the foregoing.

      Commitment Letter means that certain Second Lien Bridge Loan Commitment letter dated June 20, 2008 between Borrower and Royal Bank of Canada.

      Company and Companies means, on any date of determination thereof, the MLP, the Borrower and each of their respective Subsidiaries.

      Compensation Period has the meaning set forth in Section 2. 09(e)(ii) .

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

      Consolidated EBITDA means, for any period, for the MLP and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated Net Income, (d) the amount of depreciation, depletion and amortization expense deducted in determining such Consolidated Net Income, and (e) other non-cash charges and expenses, including, without limitation, non-cash charges and expenses relating to Swap Contracts or resulting from

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Term Loan Agreement

accounting convention changes, of the MLP and its Subsidiaries on a consolidated basis, all determined in accordance with GAAP.

      Consolidated Funded Debt means, as of any date of determination, for the MLP and its 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, but excluding all reimbursement obligations relating to outstanding but undrawn letters of credit), (b) Attributable Indebtedness pertaining to Capital Leases, (c) Attributable Indebtedness pertaining to Synthetic Lease Obligations, and (d) without duplication, all Guaranty Obligations with respect to Indebtedness of the type specified in subsections (a) through (c) above.

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

      Consolidated Net Income means, for any period, for the MLP and its Subsidiaries on a consolidated basis, the net income or net loss of the MLP and its 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 Subsidiary in which the MLP or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the MLP or such Subsidiary in the form of cash dividends or similar cash distributions; (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 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, net of taxes.

      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.

      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.

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Term Loan Agreement

      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 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 Term Loans 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 (excluding the sale of inventory in the ordinary course of business), transfer, license or other disposition (including any sale and leaseback transaction) of any property (including stock, partnership and other equity interests) 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.

      Distribution Equivalent Amount means for each fiscal quarter of the MLP the amount of cash paid to the members of the General Partner’s management group and non-management directors with respect to restricted common units, bonus units and/or phantom units of the MLP that are required under GAAP to be treated as compensation expense prior to vesting (and which, upon vesting, are treated as limited partner distributions under GAAP).

      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, the MLP, any Quest Party, or any of their respective 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

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Term Loan Agreement

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) 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 LIBOR 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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 Term 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 .

      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.

      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.

      First Lien Agent means Royal Bank of Canada, as administrative agent and collateral agent pursuant to the First Lien Credit Agreement.

      First Lien Credit Agreement has the meaning specified in the First Preliminary Statement hereof.

      First Lien Revolving Lenders has the meaning specified in the First Preliminary Statement hereof.

      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.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      General Partner means Quest Energy GP, LLC, a Delaware limited liability company, the sole general partner of the MLP.

      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, including the MLP and every present and future Subsidiary of Borrower and the MLP, which undertakes to be liable for all or any part of the Obligations by execution of a Guaranty, or otherwise.

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

      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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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.

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

      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;

     (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 MLP, the Borrower and/or their 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 .

      Intercreditor Agreement means that certain Intercreditor Agreement of even date herewith among Royal Bank of Canada, as administrative agent and collateral agent for the First Lien Revolving Lenders under the First Lien Credit Agreement, the Administrative Agent, as administrative agent and

Quest Cherokee
Second Lien Senior
Term Loan Agreement

collateral agent for the Lenders party to this Agreement, Royal Bank of Canada, as collateral agent and the Borrower.

      Interest Coverage Ratio means for any relevant period and as of any determination date, as calculated based on the quarterly compliance certificate most recently delivered pursuant to Section 6.02(a) for the MLP and its Subsidiaries, the ratio of (a) Adjusted Consolidated EBITDA for such period ending on the determination date to (b) Consolidated Interest Charges during such period.

      Interest Payment Date means, (a) as to any Term Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Term Loan; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

      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 or three 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

enforcement, interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, any Governmental Authority.

      Leases means oil and gas leases and all oil, gas and mineral leases constituting any part of the Oil and Gas Properties.

      Lender has the meaning specified in the introductory paragraph hereto.

      Lender Hedging Agreement means a Swap Contract between a Company 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.

      Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the ratio, as calculated based on the quarterly compliance certificate most recently delivered pursuant to Section 6.02(a), of (a) Consolidated Funded Debt as of the determination date to (b) Adjusted Consolidated EBITDA for the four (4) fiscal quarters ending on the applicable determination date.

      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.

      LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Borrower dated effective November 14, 2005, as amended on November 15, 2007.

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

      Loan Party means each of the Borrower, each Guarantor (including the MLP), and each other entity that is an Affiliate of the Borrower that executes one or more Loan Documents.

      Marketable Title means good and indefeasible title, free and clear of all Liens other than Permitted Liens.

      Material Acquisition means any acquisition of Oil and Gas Properties or series of related acquisitions of Oil and Gas Properties that involves the payment of consideration (including, without limitation, the issuance of equity) by the Borrower and its Subsidiaries in excess of ten percent (10%) of the value of the Oil and Gas Properties.

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Term Loan Agreement

      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 MLP and its 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; (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; or (d) a material adverse change in, or a material adverse effect upon, the Oil and Gas Properties, taken as a whole, excluding changes in commodity prices.

      Material Agreements means the following: (a) the Omnibus Agreement, (b) the LLC Agreement, (c) the Partnership Agreement (MLP), 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 Oil and Gas Properties, individually or in the aggregate, or series of related sales, transfers or other dispositions of Oil and Gas Properties that yields gross proceeds to the Borrower or any Subsidiaries in excess of $5,000,000.

      Maturity Date means (a) January 12, 2009 or (b) such earlier date as a result of any acceleration pursuant to Section 8.02(a) .

      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.

      MLP has the meaning specified in the introductory paragraph hereto.

      MLP Guaranty means the MLP Guaranty made by the MLP as of the Closing Date in favor of the Administrative Agent on behalf of the Lenders in form and substance acceptable to the Administrative Agent.

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

      Mortgaged Properties means collectively all the Mortgaged Property as defined in the Mortgages and Mortgaged Property individual means any one of such Mortgaged Properties.

      Mortgages means the mortgages, deeds of trust, or similar instruments executed by any of the Loan Parties in favor of Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefor, and Mortgage means each of such Mortgages).

      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) with respect to any Disposition, cash (including any cash received by way of deferred payment as and when received) received by the MLP, the Borrower or any of its Subsidiaries in connection with and as consideration therefor, on or after the date of consummation of

Quest Cherokee
Second Lien Senior
Term Loan Agreement

such transaction, after (i) deduction of Taxes payable in connection with or as a result of such transaction, and (ii) payment of all brokerage commissions and all other fees and expenses related to such transaction (including, without limitation, attorneys’ fees and closing costs incurred in connection with such transaction), (b) with respect to the Take-Out Financing or any other Indebtedness refinancing the Term Loans, proceeds of such Take-Out Financing or other refinancing Indebtedness after payment of all fees, closing costs and transaction costs, and (c) with respect to any Securities Offering, proceeds of such Securities Offering after payment of underwriting fees and payment of all closing costs and transaction costs.

      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 2.11 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 which are pledged to secure Borrower’s Indebtedness under the First Lien Credit Agreement and which are pledged, on a second-priority basis, to secure the Obligations under this Agreement.

      Omnibus Agreement means the Omnibus Agreement dated as of November 15, 2007 among the MLP, the General Partner, the Borrower and Quest Parent.

      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 Term Loans, means the aggregate principal amount thereof after giving effect to any Borrowings and prepayments or repayments occurring on such

Quest Cherokee
Second Lien Senior
Term Loan Agreement

date, and (ii) for purposes of Section 2.09(d) with respect to Obligations under a Lender Hedging Agreement, means the amount then due and payable under such Lender Hedging Agreement.

      Parent 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 Quest Parent; provided, however, that a merger of Quest Parent into another entity in which the other entity is the survivor shall not be deemed a Parent Change of Control if Quest Parent’s stockholders of record as constituted immediately prior to such acquisition hold more than 50% of the outstanding shares of Voting Stock of the surviving entity.

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

      Partnership Agreement (MLP) means the First Amended and Restated Agreement of Limited Partnership of the MLP dated effective November 15, 2007, as amended effective as of January 1, 2008.

      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.

      Pro Rata Share with respect to each Lender, prior to the funding of the Term Loan, the Pro Rata Share of each Lender as set forth 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, and at any time after the funding of the Term Loan, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Loan of such Lender at such time and the denominator of which is the amount of the Term Loans of all Lenders at such time.

      Proved Developed Non-Producing Reserves means Proved Reserves which are categorized as “ Developed ” but not “ Producing ” in the Definitions for Oil and Gas reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

Quest Cherokee
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Term Loan Agreement

      Proved Developed Producing Reserves means Proved Reserves which are categorized as both “ Developed ” and “ Producing ” in the Definitions for Oil and Gas reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

      Proved Reserves means Proved Reserves as defined in the Definitions for Oil and Gas reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

      Purchase Agreement means that certain Agreement for Purchase and Sale among Quest Parent, Quest Eastern Resource LLC f/k/a PetroEdge Resources (WV), LLC and Borrower dated July 11, 2008 pursuant to which Borrower will acquire from Quest Eastern Resource LLC, its proved developed producing wells and proved developed non-producing wells and related assets.

      PV10 means the present worth of future net income, discounted to present value at the simple interest rate of ten percent (10%) per year.

      Quarterly Borrower Distributions means with respect to the Borrower, the distributions by the Borrower to the MLP for the purpose of providing funds to the MLP constituting Available Cash (as defined in the Partnership Agreement (MLP)) for distribution to the MLP’s equity owners.

      Quarterly MLP Distributions means with respect to the MLP, the distributions by the MLP of Available Cash (as defined in the Partnership Agreement (MLP)) to the MLP’s equity owners.

      Quest Parent means Quest Resource Corporation, a Nevada corporation.

      Quest Party means Quest Parent or any Subsidiary of Quest Parent, other than the General Partner, the MLP and its subsidiaries and the Borrower and its Subsidiaries.

      Reference Period has the meaning set forth in Section 7.16 .

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

      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.

      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.

      Required Lenders means, as of any date of determination, Lenders having more than 66+2/3% of the Term Loans; provided, however, the portion of the Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; and provided further , that any time there are three or fewer Lenders, Required Lenders shall be all of the Lenders.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      Repayment Notice means a notice of repayment of a Borrowing pursuant to Section 2.03(a) , which, if in writing, shall be substantially in the form of Exhibit A-3 .

      Reserve Report means a report prepared by an internal petroleum engineer of the Borrower regarding the Proved Reserves attributable to the Oil and Gas Properties, using the criteria and parameters required by and acceptable to the Securities and Exchange Commission and incorporating the present cost of appropriate plugging and abandonment obligations to be incurred in the future, taking into account any plugging and abandonment fund required to be accrued or established by Borrower out of cash flow from the Oil and Gas Properties covered by such report with respect to such future obligations.

      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.

      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.

      Securities Offering has the meaning specified in Section 6.21(a) .

      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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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.

      Subsidiary Guaranty means any Subsidiary Guaranty made by a Subsidiary of the Borrower or the MLP 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) 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.

      Take-Out Financing means financing arranged by the Arranger for Borrower to refinance the Term Loans, in an amount sufficient to repay the Term Loans in full on or before the Maturity Date, such financing to be on terms and conditions then prevailing in the credit market place for borrowers comparable to Borrower.

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

      Term Loan Commitment means, as to each Lender, its obligation to make Term Loans to Borrower pursuant to Section 2.01 .

      Term Loan means a term loan by a Lender to the Borrower pursuant to Section 2.01 .

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      Term Loan Facility means the term loan facility as described in and subject to the limitations set forth in Section 2.01 .

      Term Note means a term promissory note of Borrower in substantially the form of Exhibit B , evidencing the obligation of Borrower to repay the Term Loans and all renewals and extensions of all or any part thereof and “Term Notes” collectively means all of such promissory notes.

      Total Reserves means as of any date of determination, the sum of the value (based on PV10 using strip prices in effect on the date of determination) of the Borrower’s (i) Proved Developed Producing Reserves, (ii) Proved Developed Non-producing Reserves and (iii) Undeveloped Reserves.

      Total Reserve Leverage Ratio means, the ratio, as calculated based on the quarterly Compliance Certificate of the Borrower most recently delivered pursuant to Section 6.02(a) , of (a) Total Reserves to (b) Consolidated Funded Debt as of the determination date.

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

      Undeveloped Reserves means Proved Reserves which are categorized as neither “ Developed ” nor “ Producing ” in the Definitions for Oil and Gas reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

      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.

      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.

     (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.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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

      1.04 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).

      1.05 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II.
THE TERM LOAN COMMITMENT AND BORROWING

      2.01 Term 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 Term Loans to Borrower in a single disbursement on the Closing Date (but in no event or under any circumstances later than July 31, 2008), in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Term Loan Commitment as set forth on Schedule 2.01 . If all or a portion of the Term Loan is paid or prepaid, then the amount so paid or prepaid may not be reborrowed. Any portion of the Term Loan Commitment that remains undisbursed after the initial disbursement under the Term Loan Facility shall be reduced to zero and canceled on the date of such initial disbursement. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      2.02 Borrowings, Conversions and Continuations of Loans.

     (a) The initial Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Term Loans as the same Type shall be made upon the Borrower’s irrevocable 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 the 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 the initial 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 conversion to or continuation 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. The initial Borrowing of, and each 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. Each Borrowing Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting the initial Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of Term 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 Term Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term 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 Term Loan in a Borrowing Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of the initial Borrowing, each Lender shall make the amount of its Term 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 Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01, 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.

     (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 Term Loans may be 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 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 Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than three (3) Interest Periods in effect at any given time with respect to Term Loans.

      2.03 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 Term Loans 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 $5,000,000 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 Term 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 Term Loans of the Lenders in accordance with their respective Pro Rata Shares.

     (b)  Mandatory Prepayments from Net Cash Proceeds .

     (i) All Net Cash Proceeds received by the Borrower or any Subsidiary from any Material Disposition shall, after mandatory application pursuant to Section 2.04(c) of the First Lien Credit Agreement, be reborrowed in the maximum amount permitted consistent with borrowing base availability under the First Lien Credit Agreement and the terms hereof and such

Quest Cherokee
Second Lien Senior
Term Loan Agreement

reborrowed amount shall be applied to pay any amounts due under Section 2. 03(d) and to prepay outstanding Term Loans; provided that the borrowing base under the First Lien Credit Agreement remains conforming (that is, there is no resulting borrowing base deficiency) after taking into account the Material Disposition and the reborrowing ; and provided, further, that after taking the Material Disposition into account, any corresponding reduction in the borrowing base under the First Lien Credit Agreement, and the contemplated reborrowing, there is at least $20,000,000 of availability under the First Lien Credit Agreement borrowing base.

     (ii) If Net Cash Proceeds are received by the Borrower from the Securities Offering, the Term Loans shall be prepaid by the Borrower in full within three (3) Business Days after the close of the Securities Offering.

     (iii) If Net Cash Proceeds are received by the Borrower from the Take-Out Financing, the Term Loans shall be prepaid by the Borrower in full immediately after receipt of such Net Cash Proceeds.

     (c)  Prepayment Upon Change of Control . The Term Loans shall be repaid in full upon the occurrence of a Change of Control.

     (d)  Prepayments: Interest/Consequential Loss . All prepayments under this Section 2.03 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 .

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

      2.05 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 the expiration of 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 Term 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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 Term Loans, 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 the Term Loans.

      2.06 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 June 20, 2008 (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.

      2.07 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 Term Loan for the day on which the Term Loan is made, and shall not accrue on a Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid; provided that any Term Loan that is repaid on the same day on which it is made shall bear interest for one day.

      2.08 Evidence of Debt . The Borrowings 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 Term 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 Term Loans. 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. Upon the request of any Lender made through the Administrative Agent, such Lender’s Term Loans may be evidenced by one or more Term Notes. Each Lender may attach schedules to its Term Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Term Loans and payments with respect thereto.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      2.09 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 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 Term Loans, 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. 09(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 interest on the Term 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. 09(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 interest on the Term 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 interest on the Term Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders (and Lender Affiliates, in the case of Lender Hedging Agreements)); (iv) to the ratable payment of the Term 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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 2.09(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 Term 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 Term Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders)(and Lender Affiliates, in the case of Lender Hedging Agreements)); and (v) to the payment of the remaining Obligations, if any, in the order and manner the Required Lenders deem appropriate.

     (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 Term 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 therefor 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 Term Loan 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 the Term 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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 Term Loans are several and not joint. The failure of any Lender to make the Term Loan on any date required hereunder shall not 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 Term Loan.

     (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Term 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 Term Loan in any particular place or manner.

      2.10 Sharing of Payments . If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Term Loans made by it, 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 Term Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term 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 therefor, 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.

      2.11 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 pari 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.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      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 necessary to preserve the 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 full 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 or such Lender, as applicable. Neither the Administrative Agent 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.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

     (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 percent shareholder” of the Borrower within the meaning of section 881(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 or any Lender 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

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 or such Lender, 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 or such Lender, 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 or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender 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 conversion or continuation of a Eurodollar Rate Loan 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 Lenders determine 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 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.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

     (a) If any Lender determines that as a result of a Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or a reduction in the amount received or receivable by such Lender 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 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 (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 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 Term 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 Term 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 to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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:

Quest Cherokee
Second Lien Senior
Term Loan Agreement

     (a) any continuation, conversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term 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 Term Loan) to prepay, borrow, continue or convert any Term 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 Term 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 Term 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 payment in full of all the Obligations.

      3.08 Mitigation Obligations. If 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 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, 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 to any un-reimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWING

      4.01 Conditions Precedent . The obligation of each Lender to fund its Term Loan hereunder is subject to satisfaction of the following conditions precedent:

     (a) The Acquisition will contemporaneously close with the funding of the Term Loans hereunder.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

     (b) The Arranger and the Administrative Agent shall have satisfactorily completed their due diligence relating to the Acquisition.

     (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) a Borrowing Notice and executed counterparts dated as of the Closing Date of this Agreement, the MLP Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering all assets of each Loan Party including, without limitation, the Oil and Gas Properties and related Collateral, and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower;

     (ii) Term Notes executed by the Borrower in favor of each Lender requesting a Term Note, each Term Note in a principal amount equal to such Lender’s Term Loan Commitment, and each Term 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;

     (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) as of the Closing Date a waiver has been received from the requisite lenders party to the First Lien Credit Agreement to permit the borrowings, guarantees and security contemplated under this Agreement and that the borrowing base under the First Lien Credit Agreement has been increased as of the Closing Date to no less than $190,000,000, (C) no Default or Event of Default will exist immediately after closing and the initial Borrowing under this Agreement, (D) since December 31, 2007 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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

continuing operation of the Borrower and its Subsidiaries have been obtained and are 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, the General Partner, 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 using a calculation methodology approved by the Arranger demonstrating compliance with all financial covenants specified in Section 7.16 on a pro forma rolling four quarter basis for the period ending June 30, 2008 (or if unavailable for that period, for the period ending March 31, 2008) giving pro forma effect to the Acquisition;

     (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01 , (b) providing a five-year financial forecast for the Borrower and its Subsidiaries on a consolidated basis, (c) certifying that the Borrower has entered into Swap Contracts covering at least 80% of estimated net production from Proved Developed Producing Reserves of the Acquisition Properties for the calendars years 2009, 2010 and 2011 and attaching copies of such Swap Contracts, and (d) 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 neither the Borrower and its Subsidiaries on a consolidated basis nor the MLP and its Subsidiaries on a consolidated basis are “insolvent” as such term is used and defined in (i) the United States Bankruptcy Code or (ii) the New York Uniform Fraudulent Transfer Act;

     (ix) the Intercreditor Agreement executed by all parties thereto; and

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

     (d) The Arranger’s receipt of a satisfactory reserve report dated as of May 1, 2008 prepared by DeGolyer & MacNaughton covering the Acquisition Properties.

     (e) An opinion from counsel to each Loan Party and the General Partner, in form and substance satisfactory to the Administrative Agent and its counsel, including where advisable local counsel.

     (f) 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.

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

Quest Cherokee
Second Lien Senior
Term Loan Agreement

     (h) The Administrative Agent’s receipt of Collateral Documents, executed by each Company 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 and fees associated with the filing of the Mortgages, including any mortgage tax;

     (iii) evidence that the Administrative Agent has been named as mortgagee 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 (on a second-priority basis) by the Administrative Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; provided, however, the Administrative Agent’s security interest may be perfected via a bailment arrangement with the First Lien Agent pursuant to the provisions of the Intercreditor Agreement; 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 second-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.

     (i) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the certificate of formation 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 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, and such notice shall be conclusive and binding.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

     Each of the Borrower and the MLP represents and warrants to the Administrative Agent and the Lenders that:

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      5.01 Existence; Qualification and Power; Compliance with Laws . As of the Closing Date, the Borrower is a direct wholly-owned subsidiary of the MLP and Quest Parent owns at least 51% of the General Partner. The General Partner and each 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. 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 Term Loans 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 General Partner 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.

Quest Cherokee
Second Lien Senior
Term Loan Agreement

      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 ge