On October 24, 2008, Quest Resource Corporation (the "Company") entered into a First Amendment to Amended and Restated Credit Agreement (the "QRC Amendment") that, among other things, amended and/or waived certain of the representations and covenants contained in the Amended and Restated Credit Agreement (the "QRC Credit Agreement") dated as of July 11, 2008 between the Company and Royal Bank of Canada ("RBC") in order to rectify any possible covenant violations or non-compliance with representations and warranties as a result of (1) the questionable transfers of funds from the Company, Quest Energy Partners, L.P. ("Quest Energy") or an affiliate of Quest Energy by Jerry Cash, the Company's former Chairman of the Board and Chief Executive Officer and (2) not timely settling certain intercompany accounts among the Company, Quest Energy and Quest Midstream Partners, L.P. ("Quest Midstream"). The QRC Amendment is among the Company, as borrower, the Company's wholly-owned subsidiaries that have guaranteed the QRC Credit Agreement, and RBC, as administrative agent, collateral agent and a lender.

The QRC Amendment also added a $6 million term loan (the "Additional Term Loan") to the $35 million term loan under the QRC Credit Agreement (the "Original Term Loan"). The maturity date for the Additional Term Loan is November 30, 2008. As of October 24, 2008, the Company has borrowed $2 million of the $6 million available under the Additional Term Loan, and the Original Term Loan was fully drawn. The remaining $4 million under the Additional Term Loan will be available to the Company during the first week of November 2008, subject to certain conditions being met, including, entering into amendments to the credit agreements for Quest Energy and Quest Midstream.

Interest will accrue on the Additional Term Loan (and on the Original Term Loan) at either LIBOR plus 10% (with a LIBOR floor of 3.5%) or the base rate plus 9.0%. The base rate varies daily and is generally the higher of the federal funds rate plus 0.50%, RBC's prime rate or LIBOR plus 2.5% (but without the LIBOR floor). The Additional Term Loan may be prepaid without any premium or penalty, at any time.

If the Company receives any net cash proceeds from a sale of assets or a sale of equity interests in certain subsidiaries, the Company will be required to apply the net cash proceeds as follows: first, to repay the Additional Term Loan; second, the next $4.5 million will be applied to prepay the next three quarterly principal payments due on the Original Term Loan on the last business day of December 2008, March 2009 and June 2009; third, subject to certain conditions being met and the net cash proceeds being received by January 31, 2009, up to $20 million for the Company's own use for working capital and to make capital expenditures for the development of its Oil and Gas Properties (as defined in the QRC Credit Agreement); and fourth, any excess net cash proceeds to repay the Original Term Loan. The Company will be required to apply all of the net cash proceeds from the issuance of any debt and 50% of the net cash proceeds from the sale of any equity securities to first repay the Additional Term Loan, second to repay the Original Term Loan, and then to the Company.

Quest Oil & Gas, LLC, Quest Energy Service, LLC, Quest Mergersub, Inc. and Quest Eastern Resource LLC will continue to guarantee all of the Company's obligations. The Additional Term Loan, like the Original Term Loan, is secured by a first priority lien on substantially all of the Company's assets and its subsidiaries' assets (and, like the Original Term Loan, the assets of each of Quest Midstream GP, LLC, Quest Midstream and each of their subsidiaries and Quest Energy GP, LLC, Quest Energy and each of their subsidiaries are not pledged to secure the Additional Term Loan).

The QRC Amendment also amended the definition of consolidated EBITDA to add back a certain limited amount of the fees and expenses of the internal investigation and forensic accounting investigation

The Company paid a 25 basis point amendment fee based on the outstanding principal balance of the Original Term Loan and a 50 basis point commitment fee on the principal amount of the Additional Term Loan.

The summary of the QRC Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the QRC Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 24, 2008, the Company entered into a First Amendment to Amended and Restated Credit Agreement with RBC to add a $6 million term loan, due November 30, 2008, to the $35 million term loan under the Amended and Restated Credit Agreement.

See the information set forth under Item 1.01 above, which is incorporated herein by reference.

On October 30, the Company issued a press release announcing the execution of the QRC First Amendment. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

(d) Exhibits

  Exhibit Number Description




             10.1         First Amendment to Amended and Restated Credit
                          Agreement, dated as of October 24, 2008, by and among
                          Quest Resource Corporation, Royal Bank of Canada and the
                          Guarantors party thereto.

99.1 Press release of Quest Resource Corporation dated October 30, 2008.