Second Amendment to Forbearance Agreement dated as of October 5, 2018, by and among PetroQuest Energy, Inc., PetroQuest Energy, L.L.C., TDC Energy, LLC, Wells Fargo Bank, N.A., and the Lenders party thereto
Exhibit 10.1
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT is entered into and dated as of October 5, 2018 (this Agreement) with respect to that certain Multidraw Term Loan Agreement dated as of August 31, 2018 among PetroQuest Energy, L.L.C., a Louisiana limited liability company (the Borrower), PetroQuest Energy, Inc., a Delaware corporation (the Parent), each of the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent; together with the Borrower, the Parent and the Lenders, each a Party and collectively, the Parties) (as amended by the Forbearance Agreement defined below and as otherwise amended and restated, supplemented or modified from time to time prior to the date hereof, the Credit Agreement).
A. The Parties entered into that certain Forbearance Agreement dated as of September 14, 2018 (such Forbearance Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time, the Forbearance Agreement).
B. The Parties desire to amend the Forbearance Agreement as set forth in this Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:
AGREEMENTS
SECTION 1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendment to Forbearance Agreement. Clause (i) of Recital G. of the Forbearance Agreement is hereby amended and restated to read as follows: (i) 11:59 p.m. ET on October 19, 2018 or.
SECTION 3. Representations and Warranties. Each of the Parent, the Borrower and the Guarantor hereby represents and warrants to the Administrative Agent and the Lenders that the representations and warranties set forth in Section 4 of the Forbearance Agreement are true and correct on and as of the date hereof.
SECTION 4. Direction. The Lenders executing this Agreement hereby direct the Administrative Agent to execute and deliver this Agreement and to perform its obligations hereunder. Each Lender represents that it is a Lender under the Credit Agreement and is not a Defaulting Lender.
SECTION 5. Miscellaneous. The provisions of Sections 6 through 15 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreement mutatis mutandis.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all as of the date and year first above written.
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 Second Amendment to Forbearance Agreement
ADMINISTRATIVE AGENT: | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent | |||||
By: | /s/ Jason Prisco | |||||
Name: Jason Prisco | ||||||
Title: AVP |
Signature Page to Second Amendment to Forbearance Agreement
LENDERS:
MainStay MacKay High Yield Corporate Bond Fund By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
MainStay VP MacKay High Yield Corporate Bond Portfolio By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
MainStay MacKay Short Duration High Yield Fund By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
Signature Page to Second Amendment to Forbearance Agreement
Corre Opportunities Qualified Master Fund, LP | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Corre Opportunities II Master Fund, LP | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Corre Horizon Interim Fund LLC | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Signature Page to Second Amendment to Forbearance Agreement