THIRD AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT

EXECUTION

THIRD AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT

THIS THIRD AMENDMENT TO SECOND LIEN SENIOR TERM LOAN AGREEMENT (this “ Third Amendment ”) is entered into as of September 30, 2009, among QUEST CHEROKEE, LLC, a Delaware limited liability company (the “ Borrower ”), QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the " MLP "), QUEST CHEROKEE OILFIELD SERVICE, LLC, a Delaware limited liability company (" QCOS ", QCOS and MLP collectively called the “ Guarantors ” and individually a “ Guarantor ”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Term Loan Agreement (in such capacities, the “ Administrative Agent ” and “ Collateral Agent ,” respectively), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “ Syndication Agent ”), SOCIÉTÉ GÉNÉRALE, as Documentation Agent (in such capacity, the “ Documentation Agent ”), and the undersigned Lenders comprising all the Lenders.

Reference is made to the Second Lien Senior Term Loan Agreement dated as of July 11, 2008 among Borrower, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders parties thereto, as amended by a First Amendment to Second Lien Senior Term Loan Agreement dated as of October 28, 2008 and a Second Amendment to Second Lien Senior Term Loan Agreement dated as of June 30, 2009 (as amended, the “ Term Loan Agreement ”). Unless otherwise defined in this Third Amendment, capitalized terms used herein shall have the meaning set forth in the Term Loan Agreement; all section, exhibit and schedule references herein are to sections, exhibits and schedules in the Term Loan Agreement; and all paragraph references herein are to paragraphs in this Third Amendment.

RECITALS

A.         The Borrower, Administrative Agent, the Syndication Agent, the Documentation Agent and Lenders desire to enter into this Third Amendment.

Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:

Paragraph 1.   Amendments . Effective as of the Third Amendment Effective Date (hereinafter defined), the Term Loan Agreement is amended as follows:

“ Agreement means this Credit Agreement as amended by the First Amendment to Credit Agreement, Second Amendment to Credit Agreement and Third Amendment to Credit Agreement.”

“ Maturity Date means (a) October 31, 2009 or (b) such earlier date as a result of any acceleration pursuant to Section 8.02(a) or repayment as a result of a refinancing required pursuant to Section 6.21 .”

(b)       The following definitions are inserted alphabetically into Section 1.01 of the Term Loan Agreement:

“ Third Amendment Effective Date means September 30, 2009.”

“ Third Amendment to Credit Agreement means that certain Third Amendment to Second Lien Senior Term Loan Agreement dated as of September 30, 2009, among the Borrower, Royal Bank of Canada, as Administrative Agent, Collateral Agent and as a Lender, KeyBank National Association, as Syndication Agent and as a Lender, Société Générale, as Documentation Agent and as a Lender, and the Lenders party thereto.”

Paragraph 2.    Effective Date . This Third Amendment shall not become effective until the date (such date, the “ Third Amendment Effective Date ”) the Administrative Agent receives all of the agreements, documents, certificates, instruments, and other items described below:

(a)       this Third Amendment, executed by the Borrower, the Guarantors, the Administrative Agent, the Syndication Agent, the Documentation Agent and all the Lenders;

(b)       fees and expenses required to be paid pursuant to Paragraph 5 of this Third Amendment, to the extent invoiced prior to the Third Amendment Effective Date; and

(c)       such other payments, assurances, certificates, documents and consents as the Administrative Agent may require.           

Paragraph 3 .   Acknowledgment and Ratification . The Borrower and the Guarantors each (i) consent to the agreements in this Third Amendment and (ii) agree and acknowledge that the execution, delivery, and performance of this Third Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in full force and effect, as amended and waived hereby, and all rights thereunder are hereby ratified and confirmed.

Paragraph 4.   Representations . The Borrower and the Guarantors each represent and warrant to the Administrative Agent and the Lenders that as of the Third Amendment Effective Date and after giving effect to the waivers and amendments set forth in this Third Amendment (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, and (b) no Default or Event of Default exists.

Paragraph 5.   Expenses . The Borrower shall pay on demand all reasonable costs, fees, and expenses paid or incurred by the Administrative Agent incident to this Third Amendment, including, without