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.
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IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day
and year first above written.
X-X 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/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
Bluestem Pipeline, LLC
By: Quest Cherokee, LLC, its sole member
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
Quest Cherokee Oilfield Service, LLC
By: Quest Cherokee, LLC, its sole member
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
