Exhibit 10.1





Exhibit 10.1




Execution Version






FOURTH AMENDMENT TO




CREDIT AGREEMENT




dated as of




October 3, 2011




among




PETROQUEST ENERGY, INC.,

as Parent,




PETROQUEST ENERGY, L.L.C.,

as Borrower,




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,




and




The Lenders Party Hereto






WELLS FARGO BANK, N.A.,

as Syndication Agent,




and




CAPITAL ONE, N.A.,

as Documentation Agent




J.P. MORGAN SECURITIES LLC,

as Lead Arranger






 


 









 







FOURTH AMENDMENT TO CREDIT AGREEMENT




THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of
October 3, 2011, is among PETROQUEST ENERGY, INC., a Delaware corporation, as the Parent,
PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company, as the Borrower,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto.



R E C I T A L S




WHEREAS, the Parent, the Borrower, the Administrative Agent and the Lenders are parties to
that certain Credit Agreement dated as of October 2, 2008, as amended by that certain First
Amendment to Credit Agreement dated as of March 24, 2009, that certain Second Amendment to Credit
Agreement dated as of September 30, 2009 and that certain Third Amendment to Credit Agreement dated
as of August 5, 2010 (as amended, the “Credit Agreement”), pursuant to which the Lenders
have made certain loans to and extensions of credit for the account of the Borrower; and



WHEREAS, the Parent, the Borrower and the Administrative Agent have requested that Capital
One, N.A. and Iberiabank (each a “New Lender” and collectively, the “New Lenders”)
become Lenders under the Credit Agreement with a Maximum Credit Amount in the amount as shown for
the New Lender on Annex I to the Credit Agreement (as amended hereby); and



WHEREAS, the Borrower has requested that the scheduled maturity date be extended and that
certain other provisions of the Credit Agreement be amended, in each case as provided herein.



NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Fourth Amendment refer to articles and sections of the
Credit Agreement.



Section 2.  Amendments to Credit Agreement.



2.1 Amendments to Section 1.02.




(a) The definition of “Agreement” is hereby amended and restated as follows:




“Agreement” means this Credit Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment, as
the same may from time to time be further amended, modified, supplemented or
restated.


 


 









 






(b) The definition of “Applicable Margin” is hereby amended and restated as follows:




“Applicable Margin” means, for any day, with respect to any Loan or
with respect to the Commitment Fee Rate, the applicable rate per annum set forth in
the Total Commitments Utilization Grid below based on the Total Commitments
Utilization Percentage then in effect on such day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Commitments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utilization Percentage	 	<25%	 	 	325% <50%	 	 	350% <75%	 	 	375% <90%	 	 	390%	 
	Eurodollar Loans
	 	 	1.500	%	 	 	1.750	%	 	 	2.000	%	 	 	2.250	%	 	 	2.500	%
	ABR Loans
	 	 	0.500	%	 	 	0.750	%	 	 	1.000	%	 	 	1.250	%	 	 	1.500	%
	Commitment Fee Rate
	 	 	0.375	%	 	 	0.375	%	 	 	0.500	%	 	 	0.500	%	 	 	0.500	%







Each change in the Applicable Margin and the Commitment Fee Rate shall apply during
the period commencing on the effective date of such change in the Total Commitments
Utilization Percentage and ending on the date immediately preceding the effective
date of the next such change; provided, however, that if at any time the
Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then the
“Applicable Margin” and “Commitment Fee Rate” each shall mean the
rate per annum set forth on the grid when the Total Commitments Utilization
Percentage is at its highest level until such time as such Reserve Report is
delivered, at which time the “Applicable Margin” and “Commitment Fee
Rate” each shall revert to the applicable rate per annum set forth in the Total
Commitments Utilization Grid above.




(c) The definition of “Lenders” is hereby amended and restated as follows:




“Lenders” means the Persons listed on Annex I and any Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption, and any Person that shall have become a party hereto as an Additional
Lender pursuant to Section 2.06(c).



(d) The definition of “Maturity Date” is hereby amended and restated as follows:



“Maturity Date” means October 3, 2016.



(e) The definition of “Maximum Credit Amount” is hereby amended and restated as
follows:




“Maximum Credit Amount” means, as to each Lender, the amount set forth
opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”,
as the same may be (a) reduced or terminated from time to time in connection with a
reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section
2.06(b), (b) increased from time to time pursuant to Section 2.06(c) or (c) modified from time to time pursuant to any assignment
permitted by Section 12.04(b).


 


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(f) The definition of “Additional Lender” is hereby added where alphabetically
appropriate to read as follows:




“Additional Lender” has the meaning assigned to such term in Section
2.06(c)(i).



(g) The definition of “Additional Lender Certificate” is hereby added where
alphabetically appropriate to read as follows:




“Additional Lender Certificate” has the meaning assigned to such term
in Section 2.06(c)(ii)(F) .



(h) The definition of “Fourth Amendment” is hereby added where alphabetically
appropriate to read as follows:




“Fourth Amendment” means the Fourth Amendment to Credit Agreement dated
as of October 3, 2011 among the Parent, the Borrower, the Administrative Agent, and
the Lenders party thereto.



(i) The definition of “Liquidity” is hereby added where alphabetically appropriate to
read as follows:




“Liquidity” means, as of any date of determination, the sum of (a) the
amount that (i) the total Commitments of the Lenders exceeds (ii) the total
Revolving Credit Exposure of the Lenders as of such date (but only to the extent
that the Borrower is permitted to borrow such amounts under the terms of this
Agreement including, without limitation, Section 6.02 hereof) plus (b) the
amount of all unrestricted and unencumbered cash and Investments of the type
described in Section 9.05(c), (d), (e), and (f) reflected on the Borrower’s balance
sheet as of such date.



(j) The definition of “Majority Lenders” is hereby added where alphabetically
appropriate to read as follows:




“Majority Lenders” means, at any time while no Loans or LC Exposure is
outstanding, Lenders having greater than fifty percent (50%) of the Aggregate
Maximum Credit Amounts; and at any time while any Loans or LC Exposure is
outstanding, Lenders holding greater than fifty percent (50%) of the outstanding
aggregate principal amount of the Loans and participation interests in Letters of
Credit (without regard to any sale by a Lender of a participation in any Loan under
Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount
of the Loans and participation interests in Letters of Credit of the Defaulting
Lenders shall be excluded from the determination of Majority Lenders.


 


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(k) The definition of “Maximum Credit Amount Increase Certificate” is hereby added
where alphabetically appropriate to read as follows:




“Maximum Credit Amount Increase Certificate” has the meaning assigned
to such term in Section 2.06(c)(ii)(E).



(l) The definition of “Total Commitments Utilization Percentage” is hereby added where
alphabetically appropriate to read as follows:




“Total Commitments Utilization Percentage” means, as of any day, the
fraction expressed as a percentage, the numerator of which is the sum of the
Revolving Credit Exposures of the Lenders on such day, and the denominator of which
is the total Commitments in effect on such day.



(m) The definition of “Borrowing Base Utilization Percentage” is hereby deleted from
the Credit Agreement.



2.2 Changes from “Required Lenders” Threshold to “Majority Lenders” Threshold.
Sections 1.05, 2.08(j), 3.03(b), 10.02, 11.03 of the Credit Agreement, and clause (a) of Exhibit D
to the Credit Agreement, are each hereby amended by deleting each reference to “Required Lenders”
contained in each such Section or clause and inserting in lieu thereof in each instance a reference
to “Majority Lenders”.



2.3 Amendment to Section 2.02(d). The first sentence of Section 2.02(d) of the Credit
Agreement is hereby amended and restated as follows:




The Loans made by each Lender shall be evidenced by a single promissory note of
the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any
Lender party hereto as of the date of this Agreement, as of the date of this
Agreement, (ii) any Lender that becomes a party hereto pursuant to an Assignment and
Assumption, as of the effective date of the Assignment and Assumption or (iii) any
Lender that becomes a party hereto in connection with an increase in the Aggregate
Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such
increase, payable to the order of such Lender in a principal amount equal to its
Maximum Credit Amount as in effect on such date, and otherwise duly completed.



2.4 Amendment to Section 2.06(b)(ii). The fourth sentence of Section 2.06(b)(ii) of
the Credit Agreement is hereby amended and restated as follows:




Any termination or reduction of the Aggregate Maximum Credit Amounts shall be
permanent and may not be reinstated except pursuant to Section 2.06(c).



 


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2.5 New Section Regarding Optional Increase in Aggregate Maximum Credit Amounts. A
new Section 2.06(c) is hereby added to the Credit Agreement immediately following Section 2.06(b)
and shall read in full as follows:



(c) Optional Increase in Aggregate Maximum Credit Amounts.



(i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower
may increase the Aggregate Maximum Credit Amounts then in effect with the prior
written consent of the Administrative Agent by increasing the Maximum Credit Amount
of a Lender or by causing a Person that at such time is not a Lender to become a
Lender (an “Additional Lender”).



(ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to
the following additional conditions:



(A) such increase shall not be less than $5,000,000 unless the Administrative
Agent otherwise consents, and no such increase shall be permitted if after giving
effect thereto the Aggregate Maximum Credit Amounts would exceed $300,000,000;



(B) no Default shall have occurred and be continuing at the effective date of
such increase;



(C) on the effective date of such increase, no Eurodollar Borrowings shall be
outstanding or if any Eurodollar Borrowings are outstanding, then the effective date
of such increase shall be the last day of the Interest Period in respect of such
Eurodollar Borrowings unless the Borrower pays compensation required by Section
5.02;



(D) no Lender’s Maximum Credit Amount may be increased without the consent of
such Lender;



(E) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by
increasing the Maximum Credit Amount of a Lender, the Borrower and such Lender shall
execute and deliver to the Administrative Agent a certificate substantially in the
form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”),
together with a processing and recordation fee of $3,500, and the Borrower shall
deliver a new Note payable to the order of such Lender in a principal amount equal
to its Maximum Credit Amount after giving effect to such increase, and otherwise
duly completed; and



(F) If the Borrower elects to increase the Aggregate Maximum Credit Amounts by
causing an Additional Lender to become a party to this Agreement, then the Borrower
and such Additional Lender shall execute and deliver to the Administrative Agent a
certificate substantially in the form of Exhibit H-2 (an “Additional Lender
Certificate”), together with an Administrative Questionnaire and a processing
and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the
order of such Additional Lender in a principal amount equal to its Maximum Credit
Amount, and otherwise duly completed.



 


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(iii) Subject to acceptance and recording thereof pursuant to Section
2.06(c)(iv), from and after the effective date specified in the Maximum
Credit Amount Increase Certificate or the Additional Lender Certificate (or if
any Eurodollar Borrowings are outstanding, then the last day of the Interest Period
in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation
required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts
shall be increased as set forth therein, and (B) in the case of an Additional Lender
Certificate, any Additional Lender party thereto shall be a party to this Agreement
and the other Loan Documents and have the rights and obligations of a Lender under
this Agreement and the other Loan Documents. In addition, the Lender or the
Additional Lender, as applicable, shall purchase a pro rata portion of the
outstanding Loans (and participation interests in Letters of Credit) of each of the
other Lenders (and such Lenders hereby agree to sell and to take all such further
action to effectuate such sale) such that each Lender (including any Additional
Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans
(and participation interests) after giving effect to the increase in the Aggregate
Maximum Credit Amounts.




(iv) Upon its receipt of a duly completed Maximum Credit Amount Increase
Certificate or an Additional Lender Certificate, executed by the Borrower and the
Lender or the Borrower and the Additional Lender party thereto, as applicable, the
processing and recording fee referred to in Section 2.06(c)(ii), the Administrative
Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written
consent of the Administrative Agent to such increase required by Section 2.06(c)(i),
the Administrative Agent shall accept such Maximum Credit Amount Increase
Certificate or Additional Lender Certificate and record the information contained
therein in the Register required to be maintained by the Administrative Agent
pursuant to Section 12.04(b)(iv).



2.6 Amendment to Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is
hereby amended by deleting the last sentence thereof.



2.7 Amendment to Section 7.21. Section 7.21 of the Credit Agreement is hereby amended
and restated as follows:




Section 7.21 Use of Loans and Letters of Credit. The proceeds of the
Loans and the Letters of Credit shall be used to provide working capital for
exploration and production operations and for general corporate purposes (including,
without limitation, the repurchase of stock to the extent permitted by Section
9.04(a) hereof). It and its Subsidiaries are not engaged principally, or as one of
its or their important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying margin
stock (within the meaning of Regulation T, U or X of the Board). No part of the
proceeds of any Loan or Letter of Credit will be used for any purpose which violates
the provisions of Regulations T, U or X of the Board.



 


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2.8 Amendment to Required Mortgage and Title Percentages. Sections 8.13 and 8.14(a)
of the Credit Agreement are hereby amended by deleting each reference to “85%”
contained in each such Section and inserting in lieu thereof in each instance a reference to
“80%”. 



2.9 Amendment to Section 8.16. Section 8.16 of the Credit Agreement is hereby amended
by deleting the reference to “the Required Lenders” contained therein and inserting in lieu thereof
a reference to “the Lenders”.



2.10 Amendment to Section 9.04(a). Section 9.04(a) of the Credit Agreement is hereby
amended and restated as follows:




(a) Restricted Payments. The Parent will not, and will not permit any
of its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, return any capital to its Equity Interest
holders or make any distribution of its Property to its Equity Interest holders,
except: (i) the Parent may declare and pay dividends with respect to its Equity
Interests payable solely in additional shares of its Equity Interests (other than
Disqualified Capital Stock), (ii) Subsidiaries of the Borrower may declare and pay
dividends ratably with respect to their Equity Interests, (iii) the Parent may make
Restricted Payments pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of the Parent and its Subsidiaries, (iv)
so long as no Default, Event of Default or Borrowing Base Deficiency exists, the
Borrower may, for any period, declare and pay cash dividends to the Parent to permit
and to pay accrued dividends for such period on the Convertible Preferred Stock in
accordance with the terms of the certificate of designation as in effect on the
Effective Date, (v) so long as no Default, Event of Default or Borrowing Base
Deficiency exists, the Parent may, for any period, declare and pay cash dividends
accrued and payable for such period on the Convertible Preferred Stock in accordance
with the terms of the certificate of designation as in effect on the Effective Date,
and (vi) so long as no Default, Event of Default or Borrowing Base Deficiency exists
or results therefrom, and so long as after giving effect to such repurchase the
Borrower’s Liquidity is greater than twenty percent (20%) of the total Commitments
at such time, the Parent may repurchase up to an aggregate amount of $10,000,000 of
the Equity Interests in the Parent during the term of this Agreement.



2.11 Amendment to Section 12.02(b). Section 12.02(b) of the Credit Agreement is
hereby amended and restated as follows:




(b) Neither this Agreement nor any provision hereof nor any Security Instrument
nor any provision thereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Parent, the Borrower and the
Majority Lenders or by the Parent, the Borrower and the Administrative Agent with
the consent of the Majority Lenders; provided that no such agreement shall (i)
increase the Commitment or the Maximum Credit Amount of any Lender without the
written consent of such Lender, (ii) increase the Borrowing Base without the written
consent of each Lender (other than Defaulting Lenders), decrease or maintain the
Borrowing Base without the consent of the Required Lenders, or modify


 


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Section 2.07 in any manner without
the consent of each Lender (other than Defaulting Lenders), (iii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, or reduce any other Indebtedness
hereunder or under any other Loan Document, without the written consent of each
Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment
of the principal amount of any Loan or LC Disbursement, or any interest thereon, or
any fees payable hereunder, or any other Indebtedness hereunder or under any other
Loan Document, or reduce the amount of, waive or excuse any such payment, or
postpone or extend the Termination Date without the written consent of each Lender
affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in a manner that
would alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (vi) waive or amend Section 3.04(b), Section 6.01, Section
8.14, Section 10.02(c) or Section 12.14 or change the definition of the terms
“Domestic Subsidiary”, “Foreign Subsidiary” or “Subsidiary”, without the written
consent of each Lender (other than Defaulting Lenders), (vii) release any Guarantor
(except as set forth in the Guaranty Agreement), release any of the collateral
(other than as provided in Section 11.10), or reduce the percentage set forth in
Section 8.14(a) to less than 80%, without the written consent of each Lender (other
than Defaulting Lenders), or (viii) change any of the provisions of this Section
12.02(b) or the definitions of “Majority Lenders”, “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive,
amend or modify any rights hereunder or under any other Loan Documents or make any
determination or grant any consent hereunder or any other Loan Documents, without
the written consent of each Lender (other than Defaulting Lenders); provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, any other Agent, or the Issuing Bank hereunder or under
any other Loan Document without the prior written consent of the Administrative
Agent, such other Agent or the Issuing Bank, as the case may be. Notwithstanding
the foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective
simply by delivering to the Administrative Agent a supplemental schedule clearly
marked as such and, upon receipt, the Administrative Agent will promptly deliver a
copy thereof to the Lenders.



2.12 Replacement of Annex I — List of Maximum Credit Amounts. Annex I to the Credit
Agreement is hereby replaced in its entirety with the Annex I attached hereto and the Annex I
attached hereto shall be deemed to be attached as Annex I to the Credit Agreement. After giving
effect to this Fourth Amendment and any Borrowings made on the Fourth Amendment Effective Date, (a)
each Lender who holds Loans in an aggregate amount less than its Applicable Percentage (after
giving effect to this Fourth Amendment) of all Loans shall advance new Loans which shall be
disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds
Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s
participation in each Letter of Credit, if any, shall be automatically adjusted to equal its
Applicable Percentage (after giving effect to this Fourth Amendment), and (c) such other
adjustments shall be made as the Administrative Agent
shall specify so that the Revolving Credit Exposure applicable to each Lender equals its
Applicable Percentage (after giving effect to this Fourth Amendment) of the aggregate Revolving
Credit Exposure of all Lenders.



 


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2.13 New Exhibits. Exhibit H-1 and Exhibit H-2 to this Fourth Amendment are hereby
added as Exhibit H-1 and Exhibit H-2 to the Credit Agreement and Exhibit H-1 and Exhibit H-2
attached hereto shall be deemed to be attached as Exhibit H-1 and Exhibit H-2 to the Credit
Agreement, respectively.



Section 3. New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to
comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder
and under each and every other Loan Document to which any Lender is required to be bound by the
Credit Agreement, to the same extent as if such New Lender were an original signatory thereto.
Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the
Administrative Agent on its behalf and to exercise such powers and discretion under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto. Each New Lender represents and
warrants that (a) it has full power and authority, and has taken all action necessary, to execute
and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies
of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Fourth Amendment and to become a Lender on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent or any other
Lender, and (c) from and after the Fourth Amendment Effective Date, it shall be a party to and be
bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights
and obligations of a Lender thereunder.



Section 4. Redetermination of the Borrowing Base. For the period from and including the
Fourth Amendment Effective Date to but excluding the next Redetermination Date, the amount of the
Borrowing Base shall be $125,000,000. Notwithstanding the foregoing, (a) the Borrowing Base may be
subject to further adjustments from time to time pursuant to Section 8.13(c), Section 8.16 and
Section 9.12(d) and (b) the Lenders and the Borrower agree that the redetermination provided for in
this Section 4 shall constitute the Scheduled Redetermination of the Borrowing Base scheduled for
on or about September 30, 2011.



Section 5. Conditions Precedent. The amendments contained in Section 2 hereof, and the
effectiveness of the Borrowing Base redetermination contained in Section 4 hereof, shall be
effective on the date (the “Fourth Amendment Effective Date”) that each of the following
conditions precedent is satisfied (or waived in accordance with Section 12.02 of the Credit
Agreement):



5.1 Counterparts. The Administrative Agent shall have received from each of the
Lenders, the Borrower and each Guarantor, counterparts (in such number as may be requested by the
Administrative Agent) of this Fourth Amendment signed on behalf of such Persons.


 


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5.2 Fees. In consideration for the agreements set forth herein, the Borrower shall
have paid to the Administrative Agent any and all fees payable to the Administrative Agent or
Lenders pursuant to or in connection with the this Fourth Amendment.



5.3 Notes. The Administrative Agent shall have received duly executed Notes payable to
the order of each Lender (including the New Lenders) whose Maximum Credit Amount will change as a
result of the amendment to Annex I to the Credit Agreement set forth herein, with such Note being
in a principal amount equal to its Maximum Credit Amount as indicated on Annex I to the Credit
Agreement (as amended hereby).



5.4 Mortgages/Mortgage Amendments. The Administrative Agent shall have received such
duly executed Mortgages (including any amendments to Mortgages) duly executed and delivered by the
Borrower and its Subsidiaries (as applicable), together with such other assignments, conveyances,
amendments, agreements, and other writings including, without limitation, UCC-1 financing
statements, and tax affidavits, if any, required so that the Administrative Agent is reasonably
satisfied that the Mortgages (including any amendments to Mortgages and Mortgages previously
delivered) create first priority, perfected Liens (subject only to Excepted Liens, but subject to
the provisos at the end of such definition) on Oil and Gas Properties comprising at least 80% of
the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve
Report for the purposes of establishing the Borrowing Base pursuant to Section 4 hereof, or
otherwise as requested by the Administrative Agent to reflect the amendments contained in this
Fourth Amendment, including, without limitation, the extension of the Maturity Date.



5.5 Organization/Existence/Authority Documents. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Borrower and each
Guarantor, the authorization of this Fourth Amendment and the transactions contemplated hereby, and
any other legal matters relating to Borrower, the Guarantors and this Fourth Amendment.



5.6 Opinions. The Administrative Agent shall have received opinions of counsel to the
Borrower and each Guarantor, favorably opining as to such matters as the Administrative Agent may
reasonably request.



5.7 Other Documents. The Administrative Agent shall have received such other
documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably
request.



5.8 No Default/No Event of Default/No Borrowing Base Deficiency. No Default, Event of
Default or Borrowing Base Deficiency shall have occurred and be continuing, after giving effect to
the terms of this Fourth Amendment.



The Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to
be effective when it has received documents confirming or certifying, to the satisfaction of the
Administrative Agent, compliance with the conditions set forth in this Section
5. Such declaration shall be final, conclusive and binding upon all parties to the Credit
Agreement for all purposes.



 


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Section 6. Miscellaneous.



6.1 Confirmation. The provisions of the Credit Agreement, as amended by this Fourth
Amendment, shall remain in full force and effect following the effectiveness of this Fourth
Amendment.



6.2 Ratification and Affirmation; Representations and Warranties. Each of the
Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and
acknowledges, renews and extends its respective continued liability under, each Loan Document to
which it is a party and agrees that each Loan Document to which it is a party remains in full force
and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and
(b) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the
terms of this Fourth Amendment: (i) all of the representations and warranties contained in each
Loan Document to which it is a party are true and correct, except to the extent any such
representations and warranties are expressly limited to an earlier date, in which case, such
representations and warranties shall continue to be true and correct as of such specified earlier
date, (ii) no Default has occurred and is continuing and (iii) no Material Adverse Effect shall
have occurred. 



6.3 Loan Document. This Fourth Amendment is a “Loan Document” as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Loan Documents shall apply hereto.



6.4 Counterparts. This Fourth Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



6.5 NO ORAL AGREEMENT. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE
AGENT CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


11









 





6.6 GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 



6.7 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection with this Fourth
Amendment, any other documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.



6.8 Severability. Any provision of this Fourth Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



6.9 Successors and Assigns. This Fourth Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



[SIGNATURES BEGIN NEXT PAGE]



 


12









 





IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed
as of the date first written above.



	 	 	 
	BORROWER:

	 	PETROQUEST ENERGY, L.L.C.
	 
	 	 
	 

	 	/s/ J. Bond Clement
	 

	 	 
	 

	 	J. Bond Clement

Executive Vice President, Chief Financial Officer

and Treasurer
	 
	 	 
	PARENT:

	 	PETROQUEST ENERGY, INC.
	 
	 	 
	 

	 	/s/ J. Bond Clement
	 

	 	 
	 

	 	J. Bond Clement

Executive Vice President, Chief Financial Officer

and Treasurer
	 
	 	 
	GUARANTOR:

	 	TDC ENERGY, LLC
	 
	 	 
	 

	 	/s/ J. Bond Clement
	 

	 	 
	 

	 	J. Bond Clement

Executive Vice President, Chief Financial Officer

and Treasurer






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







	 	 	 	 	 
	ADMINISTRATIVE AGENT: 

AND LENDER	 	JPMORGAN CHASE BANK, N.A.

individually, as a Lender, as Administrative Agent and as Issuing Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jo Linda Papadakis
	 

	 	 	 	 
	 

	 	 	 	Jo Linda Papadakis
Authorized Officer






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







	 	 	 	 	 
	LENDER:	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Doug McDowell
	 

	 	 	 	 
	 

	 	 	 	Name: Doug McDowell
	 

	 	 	 	Title: Director






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







	 	 	 	 	 
	LENDER:	 	CAPITAL ONE, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nancy M. Mak
	 

	 	 	 	 
	 

	 	 	 	Name: Nancy M. Mak
	 

	 	 	 	Title: Vice President






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







	 	 	 	 	 
	LENDER:	 	IBERIABANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cameron D. Jones
	 

	 	 	 	 
	 

	 	 	 	Name: Cameron D. Jones
	 

	 	 	 	Title: Vice President






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







	 	 	 	 	 
	LENDER:	 	WHITNEY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William Jochetz
	 

	 	 	 	 
	 

	 	 	 	Name: William Jochetz
	 

	 	 	 	Title: Assistant Vice President






Signature Page to Fourth Amendment to Credit Agreement — PetroQuest Energy, Inc.



 












 







ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	JPMorgan Chase Bank,
N.A.
	 	 	25.00	%	 	$	25,000,000	 
	Wells Fargo Bank, N.A.
	 	 	20.00	%	 	$	20,000,000	 
	Capital One, N.A.
	 	 	20.00	%	 	$	20,000,000	 
	Iberiabank
	 	 	20.00	%	 	$	20,000,000	 
	Whitney Bank
	 	 	15.00	%	 	$	15,000,000	 
	TOTAL
	 	 	100.00	%	 	$	100,000,000	 






 Annex I - 1




 


 









 







EXHIBIT H-1

FORM OF MAXIMUM CREDIT AMOUNT INCREASE AGREEMENT




THIS MAXIMUM CREDIT AMOUNT INCREASE AGREEMENT (this “Agreement”) dated as of
[_____], is between [Insert name of Existing Lender] (“Existing Lender”), PETROQUEST ENERGY,
L.L.C. (“Borrower”), and JPMORGAN CHASE BANK, N.A. as administrative agent (in such
capacity, together with its successors in such capacity, the “Administrative Agent”) for
the lenders party to the Credit Agreement referred to below. Each capitalized term used herein but
not otherwise defined herein has the meaning given such term in the Credit Agreement.



R E C I T A L S




A. The Borrower, the Administrative Agent and the other Agents and certain Lenders have
heretofore entered into a Credit Agreement, dated as of October 2, 2008 as amended from time to
time (the “Credit Agreement”).



B. The Borrower has heretofor requested pursuant to Section 2.06 of the Credit Agreement that
the Aggregate Maximum Credit Amounts be increased to $ [_____] by increasing the Maximum Credit Amount
of a Lender.



C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



Section 1.01 Commitment Increase.



(a) Pursuant to Section 2.06(c) of the Credit Agreement, effective as of the Effective Date
(used herein as defined below) the Existing Lender’s Maximum Credit Amount is hereby increased from
$[_____] to $[_____].



(b) Effective as of the Effective Date the increase in the Existing Lender’s Maximum Credit
Amount hereby supplements Annex I to the Credit Agreement, such that after giving effect to the
inclusion of the Maximum Credit Amount increase contemplated hereby, Annex I to the Credit
Agreement is amended and restated to read as set forth on Schedule 2.06 attached hereto.



Section 1.02 Representations and Warranties; Agreements. The Existing Lender hereby:
(a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and to consummate the transactions contemplated
hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered thereunder, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Agreement
and to increase its Commitment, on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent or any other
Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of
the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender (including, without limitation, any obligations of it,
if any, under Section 2.06(c) of the Credit Agreement).



 


Exhibit H-1 - 1









 






Section 1.03 Effectiveness. This Agreement shall become effective as of [_____]
(the “Effective Date”), subject to the Administrative Agent’s receipt of (a) counterparts
of this Agreement duly executed on behalf of [each Existing Lender] and the Borrower; and (b) an
Administrative Questionnaire duly completed by each Additional Lender.



Section 1.04 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or other electronic image scan
transmission shall be as effective as delivery of a manually executed counterpart of this
Agreement.



Section 1.05 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.



Section 1.06 Severability. In case any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties
hereto shall be required to comply with such provision for so long as such provision is held to be
invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Credit Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



Section 1.07 Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 12.01 of the Credit Agreement.


 


Exhibit H-1 - 2









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	 	PETROQUEST ENERGY, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	Administrative Agent:	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	Existing Lender:	 	[                                        ]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:





 


Exhibit H-1 - 3









 





SCHEDULE 2.06

LIST OF MAXIMUM CREDIT AMOUNTS AFTER

MAXIMUM CREDIT AMOUNT INCREASE AGREEMENT




Aggregate Maximum Credit Amounts




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	[       ]
	 	 	[        ]	%	 	$	[      ]	 
	TOTAL:
	 	 	100.00	%	 	$	[      ]	 






 


Exhibit H-1 - 4









 







EXHIBIT H-2

FORM OF ADDITIONAL LENDER AGREEMENT




THIS ADDITIONAL LENDER AGREEMENT (this “Agreement”) dated as of
[_____], is
between [Insert name of Additional Lender] (the “Additional Lender”), PETROQUEST ENERGY,
L.L.C. (“Borrower”), and JPMORGAN CHASE BANK, N.A. as administrative agent (in such
capacity, together with its successors in such capacity, the “Administrative Agent”) for
the lenders party to the Credit Agreement referred to below. Each capitalized term used herein but
not otherwise defined herein has the meaning given such term in the Credit Agreement.



R E C I T A L S




A. The Borrower, the Administrative Agent and the other Agents and certain Lenders have
heretofore entered into a Credit Agreement, dated as of October 2, 2008 as amended from time to
time (the “Credit Agreement”).



B. The Borrower has heretofor requested pursuant to Section 2.06 of the Credit Agreement that
the Aggregate Maximum Credit Amounts be increased to $[_____] by causing the Additional Lender
to become a Lender.



C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



Section 1.01 Additional Lender.



(a) Pursuant to Section 2.06(c) of the Credit Agreement, effective as of the Effective Date
(used herein as defined below) [Insert name of Additional Lender] is hereby added as an Lender
under the Credit Agreement with a Maximum Credit Amount of $[_____].



(b) Effective as of the Effective Date: the Additional Lender shall become a Lender for all
purposes of the Credit Agreement and shall have all of the rights and obligations of a Lender
thereunder. After giving effect to the increase in the Aggregate Maximum Credit Amounts
contemplated hereby, Annex I to the Credit Agreement is amended and restated to read as set forth
on Schedule 2.06 attached hereto.



Section 1.03 Representations and Warranties; Agreements. The Additional Lender
hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Agreement and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the
requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in
order to become a Lender under the Credit Agreement, (iii) from and after the Effective Date (as
defined herein), it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered thereunder, and
such other documents and information as it has deemed appropriate to make its


 


Exhibit H-2 - 1









 





own credit analysis and decision to enter into this Agreement and to acquire or increase its
Commitment, as the case may be, on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender, and (v) if the
Additional Lender is a Foreign Lender, any documentation required to be delivered by such
Additional Lender pursuant to Section 5.03(d) of the Credit Agreement has been duly completed and
executed by the Additional Lender; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with
the terms of the Credit Agreement, all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender (including, without limitation, any
obligations of it, if any, under Section 2.06(c) of the Credit Agreement).



Section 1.04 Effectiveness. This Agreement shall become effective as of [_____]
(the “Effective Date”), subject to the Administrative Agent’s receipt of (a) counterparts
of this Agreement duly executed on behalf the Additional Lender and the Borrower; and (b) an
Administrative Questionnaire duly completed by the Additional Lender.



Section 1.05 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or other electronic image scan
transmission shall be as effective as delivery of a manually executed counterpart of this
Agreement.



Section 1.06 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.



Section 1.07 Severability. In case any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties
hereto shall be required to comply with such provision for so long as such provision is held to be
invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Credit Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



Section 1.08 Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 12.01 of the Credit Agreement; provided that all communications
and notices hereunder to each Additional Lender shall be given to it at the address set forth in
its Administrative Questionnaire.


 


Exhibit H-2 - 2









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	 	PETROQUEST ENERGY, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	Administrative Agent:	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	Additional Lender:	 	[                                        ]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:





 


Exhibit H-2 - 3









 





SCHEDULE 2.06

LIST OF MAXIMUM CREDIT AMOUNTS AFTER

MAXIMUM CREDIT AMOUNT INCREASE AGREEMENT




Aggregate Maximum Credit Amounts




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	[      ]
	 	 	[     ]	%	 	$	[     ]	 
	TOTAL:
	 	 	100.00	%	 	$	[     ]	 







 


Exhibit H-2 - 4