SECOND AMENDMENT TO FORBEARANCE AGREEMENT

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 Xxxxx 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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[SIGNATURES BEGIN NEXT PAGE]

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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/ X. Xxxx Xxxxxxx
						X. Xxxx Xxxxxxx
						Executive Vice President, Chief Financial Officer and Treasurer

PARENT:						PETROQUEST ENERGY, INC.
						/s/ X. Xxxx Xxxxxxx
						X. Xxxx Xxxxxxx
						Executive Vice President, Chief Financial Officer and Treasurer

GUARANTOR:						TDC ENERGY LLC
						/s/ X. Xxxx Xxxxxxx
						X. Xxxx Xxxxxxx
						Executive Vice President, Chief Financial Officer and Treasurer

Signature Page to Second Amendment to Forbearance Agreement

ADMINISTRATIVE AGENT:				XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
				By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: AVP

Signature Page to Second Amendment to Forbearance Agreement

LENDERS:

				MainStay MacKay High Yield Corporate Bond Fund By: MacKay Xxxxxxx LLC, as investment subadvisor
				By:		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title: Executive Managing Director

				MainStay XX XxxXxx High Yield Corporate Bond Portfolio By: MacKay Xxxxxxx LLC, as investment subadvisor
				By:		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title: Executive Managing Director

				MainStay MacKay Short Duration High Yield Fund By: MacKay Xxxxxxx LLC, as investment subadvisor
				By:		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title: Executive Managing Director

Signature Page to Second Amendment to Forbearance Agreement

				Corre Opportunities Qualified Master Fund, LP
				By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Authorized Signatory

				Corre Opportunities II Master Fund, LP
				By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Authorized Signatory

				Corre Horizon Interim Fund LLC
				By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Authorized Signatory

Signature Page to Second Amendment to Forbearance Agreement