Common use of EXCULPATION PROVISIONS Clause in Contracts

EXCULPATION PROVISIONS. 92 Section 12.14 Collateral Matters; Swap Agreements.........................92 Section 12.15 No Third Party Beneficiaries................................92 Section 12.16 USA Patriot Act Notice......................................93 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Revolving Credit Amounts Exhibit A Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1 Form of Legal Opinion of Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor Agreement Exhibit G Form of Assignment and Assumption Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SENIOR CREDIT AGREEMENT dated as of November 14, 2005, is among: Quest Cherokee, LLC ("Quest Cherokee") and Quest Resource Corporation ("QRC" and together with Quest Cherokee, the "Borrowers"); each of the Lenders from time to time party hereto (the "Lenders"); Guggenheim Corporate Funding, LLC (in its individual capacity, "GCF"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 92 Section 95 SECTION 12.14 Collateral Matters; Swap Agreements.........................92 Section NO THIRD PARTY BENEFICIARIES..........................................................96 SECTION 12.15 No Third Party Beneficiaries................................92 Section 12.16 USA Patriot Act Notice......................................93 PATRIOT ACT NOTICE................................................................96 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Revolving Credit Amounts Exhibit A Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1 E Form of Legal Opinion of Stinson Morrison Hecker Patton Boggs LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 to the Borrower Xxxxxix X-0 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor and Collateral Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of Maximum Credit Amount Increase Certificate Exhibit H-2 Form of Additional Lender Certificate Schedule 7.03 Approvals 1.02 Approved Counterparties Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries and Partnerships Schedule 7.17 Properties Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SENIOR AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of November 14February 4, 20052004, is among: Quest CherokeeBILL BARRETT CORPORATION, LLC a corporation duly formed and existing undex xxx xxxx xf the State of Delaware ("Quest Cherokee") and Quest Resource Corporation ("QRC" and together with Quest Cherokee, the "BorrowersBorrower"); each of the Lenders from time to time party hereto (the "Lenders")hereto; Guggenheim Corporate Funding, LLC JPMORGAN CHASE BANK (in its individual capacity, "GCFJPMorgan"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") ); Fleet National Bank and U.S. Bank National Association, as co-syndication agent agents for the Lenders (each, in such capacity, together with its successors in such capacity, the "Syndication Agent"); HARRIS nesbitt financing, inc., royal bank of Canada and bank one, as xx-xxxxxxxxxxion agents for the Lenders (each, in such capacity, together with its successors in such capacity, the "Documentation Agent").

EXCULPATION PROVISIONS. 92 104 Section 12.14 Collateral Matters; Swap Agreements.........................92 12.17.Designated Senior Indebtedness...........................................................104 Section 12.15 No Third Party Beneficiaries................................92 Section 12.16 USA Patriot Act Notice......................................93 ANNEXES, EXHIBITS AND SCHEDULES Annex I 12.18.Amendments to Prior Loan Documents.......................................................105 -vi- 8 TABLE OF CONTENTS PAGE ---- Schedule C-1 - List of Maximum Revolving Credit Amounts Commitments Schedule S-1 - List of Security Instruments Schedule P-1 List of Principal Properties Exhibit A B - Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C Form of Interest Election Request Exhibit D - Form of Compliance Certificate Exhibit E-1 Form D - List of Legal Opinion of Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor Agreement Exhibit G E-1 - Form of Assignment and Assumption Agreement Exhibit 2.02 - Notices Exhibit N-1 Form of NYMEX Quote Exhibit PV-1 Basis Differential to NYMEX Swap Price Exhibit T-1 Form of Transfer Order Letters Schedule 2.15 Cash Management Bank Accounts Schedule 7.01 Capitalization Schedule 7.02 - Liabilities Schedule 7.03 Approvals Schedule 7.05 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Risk Management Agreements Schedule 7.21 - Restrictions of Liens Schedule 7.15 Subsidiaries Schedule 7.19 7.22 - Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap 7.23 - Material Agreements Schedule 9.05 Investments 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS SENIOR AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of November 14October 22, 20051999, is among: Quest CherokeeQUEEN SAND RESOURCES, LLC INC., a corporation formed under the laws of the State of Delaware ("Quest CherokeeQSRD") and Quest Resource Corporation ); QUEEN SAND RESOURCES, INC., a corporation formed under the laws of the State of Nevada ("QRC" and together with Quest Cherokee, the "BorrowersBorrower"); each of the Lenders from time to time party lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); Guggenheim Corporate Funding, LLC (in its individual capacity, "GCF")FOOTHILL CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") ); and ABLECO FINANCE LLC, as syndication collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Collateral Agent").

EXCULPATION PROVISIONS. 92 86 ---------------------- Section 12.14 Collateral Matters; Swap Agreements.........................92 Section 12.15 No Third Party Beneficiaries................................92 Section 12.16 USA Patriot Act Notice......................................93 ANNEXES8.23 Renewal, EXHIBITS AND SCHEDULES Extension or Rearrangement........................86 ----------------------------------- ANNEXES ------- Annex I List - Commitments Annex II - Outstanding Letters of Maximum Revolving Credit Amounts SCHEDULES --------- Schedule 4.05 - Consents Schedule 4.07 - Investment and Guaranties Schedule 4.08 - Litigation Schedule 4.10 - ERISA Schedule 4.13 - Defaults Schedule 4.20 - Insurance Schedule 4.22 - Gas Imbalances Schedule 5.03(a) - Existing Indebtedness Schedule 5.03(b) - Liens EXHIBITS -------- Exhibit A - Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B - List of Subsidiaries Exhibit C - Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1 Form of Legal Opinion of Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor Agreement Exhibit G - Form of Assignment and Assumption Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SENIOR Acceptance Exhibit E - Form of Letter to Hydrocarbon Purchasers Exhibit F - List of Security Instruments AMENDED AND RESTATED CREDIT AGREEMENT dated THIS CREDIT AGREEMENT is made and entered into as of November 14the 24thday of June 1999, 2005among TITAN EXPLORATION, is among: Quest CherokeeINC., LLC a Delaware corporation (the "Quest CherokeeCompany"); ------- CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, individually, as the Issuing Bank (in its individual capacity or as Issuing Bank, "Chase Texas") and Quest Resource Corporation ("QRC" as Administrative ----------- Agent; FIRST UNION NATIONAL BANK, individually and together with Quest Cherokeeas Documentation Agent; XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, the "Borrowers")individually and as Syndication Agent; and each of the Lenders from time to time lenders that is a signatory hereto or which becomes a party hereto as provided in Section 8.07 (individually, a "Lender" and, ------ collectively, the "Lenders"); Guggenheim Corporate Funding, LLC (in its individual capacity, "GCF"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").. ------- RECITALS --------

EXCULPATION PROVISIONS. 92 83 Section 12.14 Collateral Matters; Swap Agreements.........................92 .......................83 Section 12.15 No Third Party Beneficiaries................................92 ..............................83 Section 12.16 USA Patriot Act Notice......................................93 ....................................83 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Revolving Credit Amounts Commitments Exhibit A Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1 D-1 Form of Legal Opinion of Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Special Counsel to the Borrower Exhibit D-2 Form of Legal Opinion of Local Counsel Exhibit F-1 E-1 Security Instruments Exhibit F-2 E-2 Form of Guaranty Agreement Exhibit F-3 E-3 Form of Security Agreement Exhibit F-4 E-4 Form of Intercreditor Agreement Exhibit G F Form of Assignment and Assumption Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SENIOR CREDIT AMENDED AND RESTATED SECOND LIEN TERM LOAN AGREEMENT dated as of November 14June 9, 20052006, is among: Quest Cherokee, LLC ("Quest Cherokee") a limited liability company duly formed and existing under the laws of the State of Delaware, and Quest Resource Corporation Corporation, a corporation duly formed and existing under the laws of the State of Nevada (the "QRCCompany" and together and, collectively with Quest Cherokee, the "Borrowers"); each of the Lenders from time to time party hereto (the "Lenders")hereto; and Guggenheim Corporate Funding, LLC (in its individual capacity, "GCFGuggenheim"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 92 85 Section 12.14 Collateral Matters; Swap Agreements.........................92 Section 12.15 No Third Party Beneficiaries................................92 Section 12.16 USA Patriot Act Notice......................................93 12.18 Arbitration............................................................................. 86 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Maximum Revolving Credit Amounts Exhibit A - Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Credit Note Exhibit B - Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C Form of Interest Election Request Exhibit D - Form of Compliance Certificate Exhibit E-1 Form D - List of Legal Opinion of Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor Agreement Exhibit G E - Form of Assignment and Assumption Agreement Exhibit F - Form of Letter of Credit Application Exhibit G - Joinder Agreement Exhibit H - Guaranty Agreement Schedule 2.08 - Borrowing Base Schedule 7.02 - Liabilities Schedule 7.03 Approvals Schedule 7.05 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 Liens - Subsidiaries and Partnerships; Locations; Jurisdictions Schedule 7.15 Subsidiaries 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.21 - Hedging Agreements Schedule 7.23 - Material Agreements Schedule 7.24 - Gas Imbalances Schedule 7.20 Marketing Contracts 7.28 - Name Changes Schedule 7.21 Swap Agreements 9.01 - Debt Schedule 9.05 Investments 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances CREDIT AGREEMENT THIS SENIOR CREDIT AGREEMENT dated as of November 14April __, 20052004 is among MISSION RESOURCES CORPORATION, is among: Quest Cherokee, LLC a corporation formed under the laws of the State of Delaware ("Quest Cherokee") and Quest Resource Corporation ("QRC" and together with Quest Cherokee, the "BorrowersBORROWER"); each of the Lenders from time to time party lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "LENDER" and, collectively, the "LendersLENDERS"); Guggenheim Corporate Fundingand XXXXX FARGO BANK, LLC NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "GCFXXXXX FARGO"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication AgentAGENT").

EXCULPATION PROVISIONS. 92 Section 96 SECTION 12.14 Collateral MattersSPECIFIED SENIOR INDEBTEDNESS............................................ 96 SECTION 12.15 COLLATERAL MATTERS; Swap Agreements.........................92 Section 12.15 No Third Party Beneficiaries................................92 Section SWAP AGREEMENTS...................................... 96 SECTION 12.16 NO THIRD PARTY BENEFICIARIES............................................. 96 SECTION 12.17 USA Patriot Act Notice......................................93 PATRIOT ACT NOTICE................................................... 97 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Revolving Credit Amounts Exhibit A Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1 Form of Legal Opinion of Stinson Morrison Hecker LLPHinkle Elkouri Law Firm L.L.C., special counsel xx xxx Xxxxxxxxs Xxxxxit to thx Xxxxoxxx Xxxibit E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor and Collateral Agreement Exhibit G Form of Assignment and Assumption Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries and Partnerships; Unrestricted Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT dated as of November 14July 28, 2005, is among: Quest CherokeePetrohawk Energy Corporation, LLC a corporation duly formed and existing under the laws of the State of Delaware ("Quest Cherokee") and Quest Resource Corporation ("QRC" and together with Quest Cherokee, the "BorrowersBorrower"); each of the Lenders from time to time party hereto (the "Lenders")hereto; Guggenheim Corporate Funding, LLC BNP Paribas (in its individual capacity, "GCFBNP Paribas"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and ); Bank of America, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent"); and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as co-documentation agents for the Lenders (in xxxx capacity, together with its successors in such capacity, the "Co-Documentation Agents").