EXECUTED VERSION INTERCREDITOR AGREEMENT

EXECUTED VERSION

INTERCREDITOR AGREEMENT

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THIS INTERCREDITOR AGREEMENT (as amended, modified, supplemented, renewed,

restated or replaced in writing from time to time, the "Agreement") is made as

of November 14, 2005, by and among Quest Resource Corporation, a Nevada

corporation and Quest Cherokee, LLC, a Delaware limited liability company (the

"Borrowers"), STP Cherokee, Inc., Quest Oil & Gas Corporation, Quest Energy

Service, Inc., Ponderosa Gas Pipeline Company, Inc., Producers Service,

Incorporated, J-W Gas Gathering, LLC, Bluestem Pipeline, LLC and Quest Cherokee

Oilfield Service, LLC, (the "Guarantors"), Guggenheim Corporate Funding, LLC, a

Delaware limited liability company, in its capacity as administrative agent, (in

such capacity, the "Senior Administrative Agent") for itself and for each of the

lenders (the "Senior Secured Term Lenders") with respect to senior secured term

loans (the "Senior Secured Term Loans") and each of the lenders (the "Senior

Secured Revolving Lenders" and, with the Senior Secured Term Lenders, the

"Senior Secured Lenders") with respect to the senior secured revolving loans

(the "Senior Secured Revolving Loans") under the Senior Secured Credit

Agreement, as defined below (collectively, the "Senior Secured Creditor"),

Guggenheim Corporate Funding LLC, a Delaware limited liability company as

administrative agent (in such capacity, the "Second Lien Administrative Agent"),

for itself and for each of the lenders (the "Second Lien Lenders") that is or

becomes a party to the Second Lien Credit Agreement, as defined below

(collectively, the "Second Lien Creditor") and Guggenheim Corporate Funding,

LLC, a Delaware limited liability company, as collateral agent (in such

capacity, the "Collateral Agent" and collectively with the Senior Administrative

Agent and the Second Lien Administrative Agent, the "Agents") for the Senior

Secured Creditor, the Second Lien Creditor and the counterparties with respect

to Swap Agreements entered into by either Borrower or any of their Subsidiaries

("Swap Counterparties"). The Senior Secured Revolving Lenders, the Senior

Secured Term Lenders and the Second Lien Lenders are hereafter referred to as

the "Lenders." BP Corporation North America Inc. is also a party to this

Agreement, solely for purposes of Section 3 hereof. Capitalized terms not

defined in this Agreement have the meanings given them in the Senior Secured

Credit Agreement.

RECITALS

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WHEREAS, Senior Secured Creditor is making credit accommodations available

to Borrowers pursuant to the terms and provisions of a credit agreement, dated

as of the date hereof, by and between Senior Secured Creditor and Borrowers

(such agreement, as the same may be amended, supplemented, modified, extended,

renewed, restated and/or replaced as permitted hereunder, the "Senior Secured

Credit Agreement");

WHEREAS, Second Lien Creditor is making credit accommodations available to

Borrower pursuant to the terms and provisions of a Second Lien Term Loan

Agreement dated as of the date hereof (such agreement, as the same now exists

and may hereafter be amended, supplemented, modified, extended, renewed,

restated, and/or replaced as permitted hereunder, the "Second Lien Credit

Agreement") by and among the Second Lien Creditor and the Borrowers;

WHEREAS, as a condition for executing and entering into the Senior Secured

Credit Agreement, the Senior Secured Creditor has required that the Second Lien

Creditor's liens

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against the Borrowers and the Guarantors be subordinated in favor of Senior

Secured Creditor's liens under the Senior Secured Credit Agreement and that the

Second Lien Creditor makes the arrangements set forth herein with respect to

right to payment and claims against the Borrowers and the Guarantors;

WHEREAS, the Senior Secured Revolving Lenders, the Senior Secured Term

Lenders, the Swap Counterparties and the Second Lien Lenders desire to set forth

certain provisions regarding their respective rights and the rights of the Swap

Counterparties in the Collateral and the application of proceeds thereof;

WHEREAS, the parties hereto are entering into this Agreement in order to

accommodate the Senior Secured Creditor's conditions and obtain the direct and

indirect benefits to the Borrowers and the Second Lien Creditor resulting from

the Borrowers' and Senior Secured Creditor's execution of the Senior Secured

Credit Agreement and other Senior Secured Loan Documents; and

WHEREAS, in order to facilitate and administer the respective rights of

the Lenders with respect to the Collateral, Senior Administrative Agent, on

behalf of the Senior Lenders, and Second Lien Administrative Agent on behalf of

the Second Lien Lenders, enter into this Agreement to appoint Guggenheim

Corporate Funding, LLC, as Collateral Agent under the Security Documents to hold

the Liens in trust for the benefit of the Senior Secured Creditor, the Second

Lien Creditor and the Swap Counterparties, subject to the terms and conditions

hereof.

AGREEMENT

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NOW, THEREFORE, in consideration of the above recitals and the provisions

set forth herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:

Section 1. Definitions. For purposes of this Agreement, (a) terms defined

in the introductory paragraphs and recitals to this Agreement have the meanings

set forth therein, (b) the following terms used herein shall have the following

meanings, (c) terms defined both in the introductory paragraphs and recitals and

in this Section 1 shall have the meanings set forth in this Section 1:

"Blockage Period" means a Non-Payment Blockage Period or a Payment

Blockage Period.

"Collateral" shall mean any and all property which now constitutes or

hereafter will constitute collateral or other security for payment of the

Senior Secured Indebtedness pursuant to the Senior Secured Loan Documents,

all amounts payable under the Swap Agreements and Second Lien Indebtedness

pursuant to the Second Lien Loan Documents.

"Collateral Agent - Related Persons" means Collateral Agent, together

with its Affiliates, and the officers, directors, employees, agents and

attorneys-in-fact of such Persons and Affiliates.

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"Enforcement Action" means, with respect to any Subordinated

Obligations: any enforcement of any right or remedy including any

enforcement or foreclosure of Liens granted by the Borrowers or any of

their Subsidiaries to secure any or all of such Subordinated Obligations,

any enforcement or foreclosure of Liens on any capital stock or other

equity interests in either of the Borrowers or any of their Subsidiaries

which may be granted by either of the Borrowers or its Subsidiaries or any

holder of equity in either of the Borrowers to secure any or all of such

Subordinated Obligations, or any other efforts to collect proceeds from

either of the Borrowers' or any of their Subsidiaries' assets or

properties (including proceeds of production) to satisfy the Subordinated

Obligations, including, without limitation, the commencement, or the

joining with any other creditor of either of the Borrowers or any

Subsidiary in the commencement of any Insolvency Proceeding against either

of the Borrowers or any of their Subsidiaries; provided, that none of the

following shall constitute an Enforcement Action: (a) acceleration of any

of the Subordinated Obligations following acceleration of any of the

Senior Indebtedness (provided that such acceleration of Senior

Indebtedness has not previously been rescinded), (b) acceleration of any

of the Senior Indebtedness following acceleration of any of the

Subordinated Obligations (provided that such acceleration of the

Subordinated Obligations has not previously been rescinded), (c) actions

by the Second Lien Creditor to obtain possession of or receive

Reorganization Securities, or (d) taking any action described above in

this proviso during the existence of any Insolvency Proceeding subject to

the jurisdiction of a court of competent authority.

"Enforcement Notice" means a written notice which states that a

default or an event of default under any provision of the Second Lien

Indebtedness has occurred and that Second Lien Creditor desires to take

enforcement action as a consequence thereof.

"Guarantors" shall mean each of the current subsidiaries and any

future Subsidiary of the Borrowers and any other Person which at any time

guarantees the Senior Secured Indebtedness and the Second Lien

Indebtedness whether now or in the future.

"Indemnified Liabilities" means any and all liabilities, obligations,

losses, damages, penalties, claims, demands, actions, judgments, suits,

costs, expenses and disbursements (including reasonable attorney's costs

and expenses) of any kind or nature whatsoever which may at any time be

imposed on, incurred by or asserted against any Collateral Agent-Related

Person in any way relating to or arising out of or in connection with (a)

the execution, delivery, enforcement, performance or administration of

this Agreement or the Security Documents, (b) the use or proposed use of

the proceeds of any Collateral, or (c) any actual or prospective claim,

litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory (including any

investigation of, preparation for, or defense of any pending or threatened

claim, investigation, litigation or proceeding).

"Insolvency Proceeding" shall mean (a) any voluntary or involuntary

case, action, or proceeding before any Governmental Authority having

jurisdiction over the applicable Person or its assets relating to

bankruptcy, reorganization, insolvency, liquidation, receivership,

dissolution, winding-up, or relief of debtors, or (b) any general

assignment

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for the benefit of creditors, composition, marshaling of assets for

creditors, or other similar arrangement in respect of its creditors

generally or any substantial portion of its creditors; in each case whether

undertaken under U.S. Federal, state, or foreign law.

"Lien" shall mean any interest in Property securing an obligation

owed to, or a claim by, a Person other than the owner of the Property,

whether such interest is based on the common law, statute or contract, and

whether such obligation or claim is fixed or contingent, and including but

not limited to (i) the lien or security interest arising from a mortgage,

encumbrance, pledge, security agreement, conditional sale or trust receipt

or a lease, consignment or bailment for security purposes or (ii)

production payments and the like payable out of Oil and Gas Properties.

The term "Lien" shall include reservations, exceptions, encroachments,

easements, rights of way, covenants, conditions, restrictions, leases and

other title exceptions and encumbrances affecting Property. For the

purposes of this Agreement, the Borrowers or any Subsidiary shall be

deemed to be the owner of any Property which it has acquired or holds

subject to a conditional sale agreement, or leases under a financing lease

or other arrangement pursuant to which title to the Property has been

retained by or vested in some other Person in a transaction intended to

create a financing.

"Lien Enforcement Action" shall mean any action, whether legal,

equitable, judicial, non-judicial, or otherwise, to enforce any

assignment, lien, security interest, or other encumbrance now or in the

future securing all or any indebtedness or other obligations, including,

without limitation, exercise of any assignments of production or the right

to receive proceeds thereof, division orders or letters in lieu of

division orders, any offset, repossession, foreclosure, public sale,

private sale, or retention of all or any part of an asset for any

indebtedness or other obligations.

"Loan Parties" shall mean, individually and collectively, Borrowers,

Guarantors and any other Person (other than the Senior Secured Creditor,

Swap Counterparties and the Second Lien Creditor) which is at any time a

party to any Senior Secured Loan Documents or Second Lien Loan Documents

or individually, a "Loan Party".

"Non-Payment Blockage Period" means, with respect to any Non-Payment

Default, the period from and including the date of receipt by the Second

Lien Lenders or the Second Lien Administrative Agent or other

representative designated pursuant to Section 16 hereof of a Non-Payment

Default Notice relating thereto until the first to occur of (a) the date

upon which the Senior Secured Indebtedness has been paid in full in cash,

all commitments of any holder of Senior Secured Indebtedness to make loans

or extensions of credit have terminated, and all letters of credit issued

by Senior Secured Creditor or any Affiliate thereof have expired,

terminated or been fully collateralized in cash, (b) the 180th day after

receipt of such Non-Payment Default Notice, (c) the date on which the

Non-Payment Default which is the subject of such Non-Payment Default

Notice has been waived in writing by the applicable holder or holders of

the Senior Secured Indebtedness or an agent or representative on their

behalf, cured, or ceased to exist, or (d) the date upon which the

Person(s) giving such Non-Payment Default Notice notify the Second Lien

Lenders or the Second Lien Administrative Agent or other

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representative designated pursuant to Section 16 hereof in writing of the

termination of such Non-Payment Blockage Period.

"Non-Payment Default" means the occurrence of any event under any

Senior Secured Loan Document, not constituting a Payment Default, which

gives the holder(s) of such Senior Secured Indebtedness, or an agent or

representative acting on behalf of such holder(s), the right to cause the

maturity of such Senior Secured Indebtedness to be accelerated immediately

without any further notice (except such notice as may be required to

effect such acceleration) or the expiration of any applicable grace

period.

"Non-Payment Default Notice" means a written notice from or on behalf

of the Senior Secured Indebtedness Representative that a Non-Payment

Default has occurred and is continuing which identifies such Non-Payment

Default and specifically designates such notice as a "Non-Payment Default

Notice."

"Payment Blockage Period" means, with respect to any Payment Default

or Senior Secured Indebtedness Acceleration, the period from and including

the date of receipt by the Second Lien Lenders or the Second Lien

Administrative Agent or other representative designated pursuant to

Section 16 hereof of a Payment Default Notice relating thereto until the

first to occur of (a) the date upon which the Senior Secured Indebtedness

has been paid in full in cash, all commitments of any holder of Senior

Secured Indebtedness to make loans or extensions of credit have

terminated, and all letters of credit issued by any holder of Senior

Secured Indebtedness have expired, terminated or been fully collateralized

in cash, (b) if such Payment Default Notice relates to a Payment Default,

the date on which the Payment Default which is the subject of such Payment

Default Notice has been waived in writing by the applicable holder or

holders of the Senior Secured Indebtedness or an agent or representative

on their behalf, cured or ceased to exist, or if such Payment Default

Notice relates to a Senior Secured Indebtedness Acceleration, the date on

which such acceleration is rescinded, annulled or ceases to exist, or (c)

the day upon which the Person(s) giving such Payment Default Notice notify

the Second Lien Lenders or the Administrative Agent or other

representative in writing of the termination of such Payment Blockage

Period.

"Payment Default" means a default by the Borrowers or any Guarantor

in the payment of any amount owing with respect to the Senior Secured

Indebtedness, whether with respect to principal, interest, premium, letter

of credit reimbursement obligations, commitment fees or letter of credit

fees or otherwise when the same becomes due and payable, whether at

maturity or at a date fixed for payment of an installment or prepayment or

by declaration or acceleration or otherwise.

"Payment Default Notice" means a written notice from or on behalf of

the Senior Secured Indebtedness Representative that either (i) a Payment

Default with respect to Senior Secured Indebtedness has occurred and is

continuing, or (ii) a Senior Secured Indebtedness Acceleration with

respect to such Senior Secured Indebtedness has occurred and is continuing

and specifically designates such notice as a "Payment Default Notice".

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"Person" means any natural person, corporation, limited liability

company, trust, joint venture, association, company, partnership, or other

entity.

"Proportionate Share" means at any time with respect to any Lender,

the amount equal to (a) the amount of the following owed to such Lender

and/or such Lender's Affiliates, divided by (b) without duplication the

sum of: (i) the principal amount of Senior Secured Indebtedness then

outstanding, including the L/C Exposure, plus (ii) the unused portion of

the Commitments of the Senior Secured Lenders, plus (iii) the principal

amount of the Second Lien Indebtedness then outstanding.

"Proceeds" shall have the meaning assigned to it under the UCC, and,

in any event, shall include, but not be limited to (a) any and all

proceeds of any insurance, indemnity, warranty, letter of credit or

guaranty or collateral security payable to any grantor from time to time

with respect to any of the Collateral, (b) any and all payments (in any

form whatsoever) made or due and payable to the owner of the Collateral

from time to time in connection with any requisition, confiscation,

condemnation, seizure or forfeiture of all or any part of the Collateral

by any governmental body, authority, bureau or agency (or any Person

acting under color of governmental authority) and (c) any and all other

amounts from time to time paid or payable under or in connection with any

of the Collateral.

"Required Lenders" means (i) Lenders holding, in the aggregate,

Proportionate Shares exceeding 66?% and (ii) the Senior Administrative

Agent.

"Required Second Lien Lenders" means (i) Lenders holding, in the

aggregate, outstanding Second Lien Indebtedness representing more than

66?% of all outstanding Second Lien Indebtedness and (ii) the Second Lien

Administrative Agent.

"Required Senior Secured Revolving Lenders" means (i) Lenders holding

outstanding Senior Secured Revolving Loans plus unused Commitments to make

Senior Secured Revolving Loans that, in the aggregate, exceed 66?% of the

sum of all Commitments to make Senior Secured Revolving Loans and (ii) the

Senior Administrative Agent.

"Required Senior Secured Term Loan Lenders" means Lenders holding

outstanding Senior Secured Term Loans plus unused Commitments to make

Senior Secured Term Loans that, in the aggregate, exceed 66?% of the sum

of all Commitments to make Senior Secured Term Loans and (ii) the Senior

Administrative Agent.

"Reorganization Securities" means (a) debt securities that are issued

pursuant to an Insolvency Proceeding the payment of which is subordinate

and junior at least to the extent provided in this Agreement to the

payment of the Senior Secured Indebtedness outstanding at the time of the

issuance thereof (including any refinancing of Senior Secured Indebtedness

pursuant to an Insolvency Proceeding) and to the payment of all debt

securities issued in exchange for such Senior Secured Indebtedness in such

Insolvency Proceeding (whether such subordination is effected by the terms

of such securities, an order or decree issued in such Insolvency

Proceeding, by agreement of the

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Second Lien Lenders or otherwise), or (b) equity securities that are

issued pursuant to an Insolvency Proceeding; provided, in either case,

that such securities are authorized by an order or decree made by a court

of competent jurisdiction in such Insolvency Proceeding.

"Second Lien Credit Agreement" means that certain Second Lien Term

Loan Agreement dated as of November 14, 2005 among the Borrowers,

Guggenheim Corporate Funding, LLC, as administrative agent and the

financial institutions listed therein from time to time as Second Lien

Lenders, as from time to time renewed, extended, amended, supplemented, or

restated, and any agreements representing the refinancing, replacement, or

substitution in whole or in part of the loans made or incurred under such

Second Lien Credit Agreement.

"Second Lien Creditor" means, individually and collectively, Second

Lien Creditor and all other present or future holders of all or part of

the Second Lien Indebtedness, and their respective successors and assigns.

"Second Lien Indebtedness" shall mean and include all indebtedness,

obligations and liabilities of any Loan Party under the Second Lien Loan

Documents, including, without limitation, all principal and interest

(including post-petition interest accrued subsequent to, and interest that

would have accrued but for, the filing of any petition under any

bankruptcy, insolvency or similar law), and other amounts payable under

the Second Lien Loan Documents.

"Second Lien Lenders" means all Persons which now or hereafter

constitute a "Lender" under the Second Lien Credit Agreement and their

respective successors and assigns, and all Person refinancing any Senior

Indebtedness and their respective successors and assigns.

"Second Lien Loan Documents" means, collectively, (a) the Second Lien

Credit Agreement, (b) the Second Lien Notes, if requested, and any other

note, bond or other instrument evidencing Second Lien Indebtedness, (c)

all mortgages, security agreements, pledge agreements or financing

statements evidencing, creating or perfecting any Lien to secure the

Second Lien Credit Agreement and the Second Lien Notes, if requested, in

any way, (d) all guarantees thereof, (d) all other documents, instruments

or agreements relating to the Second Lien Credit Agreement or the Second

Lien Note, if requested, now or hereafter executed or delivered by and

among the Borrowers, any of their Subsidiaries, the Administrative Agent

or any Second Lien Lender, including without limitation each of the other

the "Second Lien Loan Documents", and (e) all renewals, extensions,

amendments, modifications or restatements of the foregoing.

"Second Lien Notes" means each promissory note requested by a Second

Lien Lender and issued under the Second Lien Credit Agreement evidencing

the term loans made pursuant to the term thereof, as from time to time

renewed, extended, amended, supplemented, or restated, and any agreements

representing the refinancing, replacement, or substitution in whole or in

part thereof.

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"Secured Parties" means the Senior Administrative Agent, the Second

Lien Administrative Agent, each Swap Counterparty, each of the Senior

Secured Lenders and each of the Second Lien Lenders.

"Security Documents" means all security agreements, pledge

agreements, deeds of trust, mortgages, financing statements, continuation

statements, extension agreements and other agreements or instruments now,

heretofore, or hereafter delivered by any Loan Party, Senior

Administrative Agent or the Second Lien Administrative Agent to secure the

Senior Secured Indebtedness, amounts payable under the Swap Agreements and

the Second Lien Indebtedness.

"Senior Secured Credit Agreement" means that certain Senior Credit

Agreement dated as of November 14, 2005 among the Borrowers, Guggenheim

Corporate Funding, LLC, as administrative agent and the financial

institutions listed therein from time to time as Senior Secured Lenders,

as from time to time renewed, extended, amended, supplemented, or

restated, and any agreements representing the refinancing, replacement, or

substitution in whole or in part of the loans and letter of credit

liabilities made or incurred under such Senior Secured Credit Agreement.

"Senior Secured Creditor" means, individually and collectively,

Senior Secured Creditor and all other present or future holders of all or

part of the Senior Secured Indebtedness, and their respective successors

and assigns.

"Senior Secured Indebtedness" means and includes (a) all principal

indebtedness for loans now outstanding or hereafter incurred, the undrawn

portion of all Commitments (as defined in the Senior Secured Credit

Agreement) and all letter of credit reimbursement obligations now existing

or hereafter arising, under the Senior Secured Credit Agreement, provided

that the aggregate outstanding principal amount of Senior Secured

Indebtedness under this clause (a) shall not exceed $100,000,000 at any

time, and provided further, that if the aggregate principal amount of

Senior Secured Indebtedness (constituting principal and letter of credit

reimbursement obligations) shall exceed $100,000,000, then the

subordination of the Second Lien Notes, if any, as contemplated by this

Agreement to the Senior Secured Indebtedness of $100,000,000 or less shall

not be impaired, (b) all amounts now or hereafter owing to any Swap

Counterparty, (c) all interest accruing on the Senior Secured Indebtedness

described in the preceding clauses (a) and (b), and (d) all other monetary

obligations (whether now outstanding or hereafter incurred) for which

either of the Borrowers or any of their Subsidiaries is responsible or

liable as obligor, guarantor or otherwise under or pursuant to any of the

Senior Secured Loan Documents including, without limitation, all fees,

penalties, yield protections, breakage costs, damages, indemnification

obligations, reimbursement obligations, and expenses (including, without

limitation, fees and expenses of counsel to the Senior Indebtedness

Representative and the Senior Secured Lenders) together with interest on

the foregoing to the extent provided for in the Senior Secured Loan

Documents. The interest described in the preceding clause (c) and the

premiums and penalties described in the preceding clause (d) include,

without limitation, all interest accruing after the commencement of any

Insolvency Proceeding under the

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terms of the Senior Secured Loan Documents whether or not such interest

constitutes an allowed claim in any such Insolvency Proceeding.

"Senior Secured Indebtedness Acceleration" means with respect to the

Senior Secured Indebtedness that the holder or holders of such Senior

Secured Indebtedness, or an agent or representative on behalf of such

holder or holders, have caused the maturity of such Senior Secured

Indebtedness to be accelerated.

"Senior Secured Indebtedness Default" means a Payment Default or a

Non-Payment Default.

"Senior Secured Indebtedness Representative" means (a) initially, the

Senior Administrative Agent or (b) such other Person selected by the

Majority Lenders (as such term is defined in the Senior Secured Credit

Agreement) to replace the Senior Administrative Agent or the then Senior

Indebtedness Representative.

"Senior Secured Lenders" means all Persons which now or hereafter

constitute "Lenders" under the Senior Secured Credit Agreement and their

respective successors and assigns, and all Persons refinancing any Senior

Secured Indebtedness and their respective successors and assigns.

"Senior Secured Loan Documents" means, collectively, (a) the Senior

Secured Credit Agreement and the Swap Agreements, (b) any note, bond or

other instrument evidencing Senior Secured Indebtedness, (c) all

mortgages, security agreements, pledge agreements or financing statements

evidencing, creating or perfecting any Lien to secure the Senior Secured

Indebtedness in any way, (d) all guarantees of the Senior Secured

Indebtedness, (d) all other documents, instruments or agreements relating

to the Senior Secured Indebtedness now or hereafter executed or delivered

by and among the Borrowers, any Subsidiary, the Senior Indebtedness

Representative or any Senior Secured Lender, including without limitation

each of the other the "Loan Documents" as such term is defined in the

Senior Secured Credit Agreement, and (e) all renewals, extensions,

amendments, modifications or restatements of the foregoing.

"Standstill Period" means the period beginning with the commencement

of a Blockage Period and ending on the earliest of (a) the date when the

Senior Secured Indebtedness Default giving rise to such Blockage Period

has been cured or waived in writing, (b) the date of the repayment in full

in cash of the Senior Secured Indebtedness, (c) the date that is 90 days

after the commencement of a Blockage Period, (d) the end of the

Non-Payment Blockage Period applicable to such Senior Secured Indebtedness

Default, (e) the date on which the Senior Secured Indebtedness shall have

been declared due and payable prior to its stated maturity or any holder

of Senior Secured Indebtedness commences proceedings to collect any Senior

Secured Indebtedness or realize upon any material part of the Collateral

for any Senior Secured Indebtedness and (f) the date upon which any

Insolvency Proceeding is commenced.

"Subordinated Obligations" means any and all indebtedness (whether

for principal, interest, fees, indemnifications or otherwise, but not

expenses) now or hereafter

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owing by the Borrowers or any of their Subsidiaries under or in connection

with the Second Lien Credit Agreement, the Second Lien Notes, if

requested, any mortgage, guaranty or other security instrument given in

connection therewith, and any letter agreement or other agreement

providing for payment of fees in connection therewith.

"Swap Agreement" means, at any date of determination, any agreement

entered into by either Borrower or any of their Subsidiaries that is in

full force and effect with respect to any swap, forward, future or

derivative transaction, collar or option or similar agreement, whether

exchange traded, "over-the-counter" or otherwise, involving, or settled by

reference to, one or more rates, currencies, commodities, equity or debt

instruments or securities, or economic, financial or pricing indices or

measures of economic, financial or pricing risk or value or any similar

transaction or any combination of these transactions; provided that no

phantom stock or similar plan providing for payments only on account of

services provided by current or former directors, officers, employees or

consultants of the Borrowers or their Subsidiaries shall be a Swap

Agreement.

"Swap Counterparty" means any party to a Swap Agreement other than

Borrower or any Subsidiary of Borrower and, initially shall be BP

Corporation North America Inc.

"UCC" shall mean the Uniform Commercial Code as in effect from time

to time in the State of New York.

Section 2. General. (a) Notwithstanding any provision of the Second Lien

Loan Documents, the liens and security interests securing the Second Lien

Indebtedness shall be subordinate and junior in all respects to all liens and

security interests securing all or any part of any of the Senior Secured

Indebtedness, to the extent and in the manner provided in this Agreement, and

each Second Lien Lender, by acceptance thereof whether upon original issuance,

transfer, assignment or exchange, agrees to be bound by the provisions of this

Agreement.

(b) Notwithstanding any provision of the Senior Secured Loan

Documents, the liens and security interests securing the Senior Secured Term

Loans shall be subordinate and junior to the liens and security interests

securing the Senior Secured Revolving Loans.

Section 3. Collateral Agent Appointment, Powers, Duties and Immunities.

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(a) Each of the Lenders and the Swap Counterparty that is a

signatory hereto hereby irrevocably appoints and authorizes Guggenheim Corporate

Funding, LLC, to act as Collateral Agent under the Security Documents on the

terms and conditions set forth in this Agreement and authorizes the Collateral

Agent to execute and/or accept from the Loan Parties the Security Documents, in

the name of and for the benefit of the Lenders, and Guggenheim Corporate

Funding, LLC, hereby accepts such appointment and shall have all of the rights

and obligations of the Collateral Agent hereunder and under the Security

Documents.

(b) Each Lender hereby authorizes Collateral Agent to do the

following in accordance with the terms of this Agreement and the Security

Documents:

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(i) to receive all documents and items to be furnished from time to

time to Collateral Agent, Senior Administrative Agent, Second Lien

Administrative Agent or any Lender under the Security Documents;

(ii) to distribute to Senior Administrative Agent and Second Lien

Administrative Agent information, requests, documents, and other items

received from the Loan Parties and other Persons under the Security

Documents;

(iii) to execute and deliver to Borrowers and other Persons

requests, demands, notices, approvals, consents, waivers, and other

communications received from Senior Administrative Agent and Second Lien

Administrative Agent in connection with the Security Documents and

herewith subject to the terms and conditions set forth therein and herein;

(iv) to receive on behalf of Senior Administrative Agent and Second

Lien Administrative Agent any payment of monies paid to Collateral Agent

in accordance with this Agreement and the Security Documents, and to

distribute to Senior Administrative Agent and/or Second Lien

Administrative Agent for the account of the applicable Lenders in

accordance with the terms of this Agreement such monies so received by

such Senior Administrative Agent and/or Second Lien Administrative Agent;

(v) to act on behalf of Lenders and the Swap Counterparties at the

direction of Senior Administrative Agent and/or Second Lien Administrative

Agent to maintain the perfection and priority of the Liens created under

the Security Documents;

(vi) subject to the terms and conditions of the Security Documents

and this Agreement, to exercise on behalf of Senior Administrative Agent

all Lien Enforcement Actions and, subject to the terms and conditions of

this Agreement to exercise on behalf of Second Lien Administrative Agent

all Lien Enforcement Actions permitted hereunder; and

(vii) subject to the terms and conditions of the Security Documents

and this Agreement, to take such other actions as may be directed by

Senior Administrative Agent and/or Second Lien Administrative Agent as are

reasonably incident to any powers granted to Collateral Agent hereunder.

(c) Notwithstanding any provision to the contrary contained

elsewhere herein or in any Senior Secured Loan Document, Swap Agreement or

Second Lien Loan Document, the Collateral Agent shall not have any duties or

responsibilities, except those expressly set forth herein, nor shall the

Collateral Agent have or be deemed to have any fiduciary relationship with any

Lender, Swap Counterparty or participant, and no implied covenants, functions,

responsibilities, duties, obligations or liabilities shall be read into this

Agreement or any Senior Secured Loan Document, Swap Agreement or Second Lien

Loan Document or otherwise exist against the Collateral Agent. Without limiting

the generality of the foregoing sentence, the use of the term "agent" herein

with reference to the Collateral Agent is not intended to connote any fiduciary

or other implied (or express) obligations arising under agency doctrine of any

applicable law. Instead, such term is used merely as a matter of market custom,

and is intended

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to create or reflect only an administrative relationship between independent

contracting parties. The Lenders and the Swap Counterparties irrevocably

authorize the Collateral Agent, at its option and in its discretion, to release

any lien on or security interest in any Collateral (i) if the property subject

to such lien or security interest is permitted to be sold or otherwise

transferred pursuant to the Senior Secured Credit Agreement or such lien is

otherwise permitted to be released pursuant to the Senior Secured Loan Documents

and (ii) upon termination of and payment in full of all Senior Secured

Indebtedness and Second Lien Indebtedness (other than contingent indemnification

obligations).

(d) The Collateral Agent may execute any of its duties under this

Agreement or the Security Documents by or through agents, employees or

attorneys-in-fact and shall be entitled to advice of counsel and other

consultants or experts concerning all matters pertaining to such duties. The

Collateral Agent shall not be responsible for the negligence or misconduct of

any agent or attorney-in-fact that it selects in the absence of gross negligence

or willful misconduct.

(e) No Collateral Agent-Related Person shall (i) be liable for any

action taken or omitted to be taken by any of them under or in connection with

this Agreement or the Security Documents or the transactions contemplated hereby

and thereby including but not limited to those arising from its own negligence

(except for its own gross negligence or willful misconduct in connection with

its duties expressly set forth herein), or (ii) be responsible in any manner to

any Lender, Swap Counterparty or participant for any recital, statement,

representation or warranty made by the Loan Parties, or any officer thereof,

contained herein or in the Security Documents, or in any certificate, report,

statement or other document referred to or provided for in, or received by the

Collateral Agent under or in connection with, this Agreement or the Security

Documents, or the validity, effectiveness, genuineness, enforceability or

sufficiency of this Agreement or the Security Documents, or for any failure of

the Loan Parties to perform their obligations hereunder or thereunder. No

Collateral Agent-Related Person shall be under any obligation to any Lender or

participant to ascertain or to inquire as to the observance or performance of

any of the agreements contained in, or conditions of, this Agreement, the Senior

Secured Loan Documents, the Second Lien Loan Documents, this Agreement, the

Security Documents, or to inspect the properties, books or records of the Loan

Parties.

(f) The Collateral Agent shall be entitled to rely, and shall be

fully protected in relying, upon any writing, communication, signature,

resolution, representation, notice, consent, certificate, affidavit, letter,

telegram, facsimile, telex or telephone message, electronic mail message,

statement or other document or conversation reasonably believed by it to be

genuine and correct and to have been signed, sent or made by the proper Person

or Persons, and upon advice and statements of legal counsel (including counsel

to the Loan Parties), independent accountants and other experts selected by the

Collateral Agent. The Collateral Agent shall be fully justified in failing or

refusing to take any action under the Security Documents unless it shall first

receive such advice or concurrence of Senior Administrative Agent as it deems

appropriate and, if it so requests, it shall first be indemnified to its

satisfaction by the Lenders against any and all liability and expense which may

be incurred by it by reason of taking or continuing to take any such action. The

Collateral Agent shall in all cases be fully protected in acting, or in

refraining from acting, under this Agreement or the Security Documents in

accordance with a request or consent of Senior Administrative Agent and such

request and any

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action taken or failure to act pursuant thereto shall be binding upon all the

Lenders and Swap Counterparties.

(g) The Collateral Agent shall not be deemed to have knowledge or

notice of the occurrence of any "Default" or "Event of Default" under the Senior

Secured Credit Agreement, the Second Lien Credit Agreement, the Security

Documents or any Swap Agreement (as "Default" or "Event of Default" is defined

in any of such documents) or unless the Collateral Agent shall have received

written notice from the Senior Administrative Agent or Second Lien

Administrative Agent, as applicable, or a Borrower, describing such "Default" or

"Event of Default" and stating that such notice is a "notice of default." The

Collateral Agent will notify Senior Administrative Agent and the Second Lien

Administrative Agent of its receipt of any such notice. The Collateral Agent

shall take such action with respect to the Collateral after any such "Default"

or "Event of Default" as may be directed by Senior Administrative Agent in

accordance with the terms hereof until the Senior Secured Indebtedness has been

paid in full in cash and all Commitments under the Senior Secured Credit

Agreement have been terminated and thereafter as directed by the Second Lien

Administrative Agent in accordance with the terms of hereof. Unless and until

the Collateral Agent has received any such direction, the Collateral Agent shall

not be obligated to take such action with respect to such "Default" or "Event of

Default". Furthermore, the Collateral Agent may (but shall not be obligated to)

take action hereunder to the extent necessary to maintain insurance on the

Collateral or otherwise protect the Collateral from damage or destruction.

(h) Each Lender acknowledges that no Collateral Agent-Related Person

has made any representation or warranty to it, and that no act by the Collateral

Agent hereafter taken, including any consent to and acceptance of any assignment

or review of the affairs of the Loan Parties, shall be deemed to constitute any

representation or warranty by any Collateral Agent-Related Person to any Lender

as to any matter, including whether Collateral Agent-Related