AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUEST ENERGY PARTNERS, L.P.

AMENDMENT NO. 1 TO

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

QUEST ENERGY PARTNERS, L.P.

This Amendment No. 1 (this “ Amendment No. 1 ”) to the First Amended and Restated Agreement of Limited Partnership of Quest Energy Partners, L.P. is hereby adopted effective as of January 1, 2007, by Quest Energy GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of Quest Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”). Capitalized terms used but not defined herein are used as defined in the First Amended and Restated Agreement of Limited Partnership, dated as of November 15, 2007 (the “ Partnership Agreement ”).

WHEREAS , the General Partner, the Organizational Limited Partner and the Limited Partners of the Partnership entered into the Partnership Agreement; and

WHEREAS , acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not require the approval of any Limited Partner.

NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:

(a)       Section 1.1 is hereby amended to add or amend and restate the following definitions:

(i)        “ Disposed of Adjusted Property ” has the meaning assigned to such term in Section 6.1(d)(xii)(B) .

(ii)       “ Net Termination Gain ” means, for any taxable year, the sum, if positive, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and include Simulated Gains, Simulated Losses and Simulated Depletion, but shall not include any items of income, gain or loss specially allocated under Section 6.1(d) .

(iii)      “ Net Termination Loss ” means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the

Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Loss shall be determined in accordance with Section 5.5(b) and shall include Simulated Gains, Simulated Losses and Simulated Depletion, but shall not include any items of income, gain or loss specially allocated under Section 6.1(d) .

(i)        In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, the issuance of Class B Units pursuant to Section 5.11 or the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b) , the Capital Accounts of all Partners and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain, loss, Simulated Gain or Simulated Loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined