Reaffirmation Agreement Relating to Amended and Restated Second Lien Term Loan Agreement among Quest Entities and Guggenheim Corporate Funding, LLC

Summary

This agreement, dated June 9, 2006, is a reaffirmation by several Quest-related companies of their obligations under a previously executed Guaranty and other loan documents tied to the Amended and Restated Second Lien Term Loan Agreement. The parties confirm that all terms and conditions of the original agreements remain in effect, even if the main credit agreement is amended or restated. The reaffirmation ensures continued validity and enforceability of the guarantees and related obligations for the benefit of the lenders and administrative agent, Guggenheim Corporate Funding, LLC.

EX-4.4 5 qr-ex44_6909099.txt EXHIBIT 4.4 Exhibit 4.4 REAFFIRMATION Dated as of June 9, 2006 Reference is hereby made to the Amended and Restated Second Lien Term Loan Agreement, dated as of June 9, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Quest Cherokee, LLC and Quest Resource Corporation as borrowers (the "Borrowers"), the financial institutions from time to time parties thereto (the "Lenders") and Guggenheim Corporate Funding, LLC, as administrative agent (the "Administrative Agent"). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement. Each of the undersigned reaffirms the terms and conditions of the Guaranty and each other Loan Document executed by it and acknowledges and agrees that the Guaranty and each other Loan Document executed by it remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each reference to the Credit Agreement contained in the Guaranty and each other Loan Document shall be a reference to the Credit Agreement as the same may from time to time hereafter be amended, modified, supplemented or restated. ******* IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day and year first above written. J-W Gas Gathering, L.L.C. Ponderosa Gas Pipeline Company, Inc. Producers Service Incorporated Quest Energy Service, Inc. Quest Oil & Gas Corporation STP Cherokee, Inc. By: /s/ Jerry D. Cash ------------------------------ Name: Jerry D. Cash Title: Chief Executive Officer Bluestem Pipeline, LLC By: Quest Cherokee, LLC, its sole member By: /s/ Jerry D. Cash ------------------------------ Name: Jerry D. Cash Title: Chief Executive Officer Quest Cherokee Oilfield Service, LLC By: Quest Cherokee, LLC, its sole member By: /s/ Jerry D. Cash ------------------------------ Name: Jerry D. Cash Title: Chief Executive Officer