REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated April 12, 2005, between PetroQuest Energy, Inc., a Delaware corporation (“PetroQuest”), and Macquarie Bank Limited, a bank incorporated in accordance with the laws of Australia (“MBL”). Capitalized terms used but not defined in this Agreement have the meanings given to them in the Agreement and Plan of Merger dated as of April 12, 2005 (the “PQUE-TDC Merger Agreement”), among PetroQuest, TDC Acquisition Sub LLC, a Louisiana limited liability company and a wholly-owned subsidiary of PetroQuest, TDC Energy LLC, a Louisiana limited liability company (“TDC”), and all of the members of TDC.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 13th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Louisiana
Exhibit A – Escrow Agreement Exhibit B – First Amendment to Master Agreement Exhibit C – NPI Conveyance Exhibit D – ORRI Assignment Exhibit E – Form of Liskow & Lewis Legal Opinion Exhibit F – Form of Porter & Hedges, L.L.P. Opinion Exhibit G – Description of Leases, WI and NRI
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 13th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated April 12, 2005, by and among PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company (“Borrower”); PETROQUEST ENERGY, INC., a Delaware corporation (“PEI” ); PITTRANS, INC., an Oklahoma corporation (“Pittrans,”); TDC ACQUISITION SUB LLC, a Louisiana limited liability company (“TDC Acquisition Sub,” who along with PEI and Pittrans are, or will be come, a “Guarantor”); JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, N.A. (Main Office Chicago)) (individually as a lender and as agent, “Agent”) and the financial institutions set forth on the signature pages hereto, (“Lenders”).
FIFTH AMENDMENT TO SECOND LIEN SECURED CREDIT AGREEMENTSecond Lien Secured Credit Agreement • April 13th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas
THIS FIFTH AMENDMENT TO SECOND LIEN SECURED CREDIT AGREEMENT (this “Amendment”) is dated April 12, 2005, among PetroQuest Energy, L.L.C., a Louisiana limited liability company (“PetroQuest”); TDC Energy LLC f/k/a TDC Acquisition Sub LLC, a Louisiana limited liability company (“New TDC” and, together with PetroQuest, “Borrower”); PetroQuest Energy, Inc., a Delaware corporation (“Guarantor”); each of the Lenders that are, from time to time, parties to the Credit Agreement; and Macquarie Bank Limited, a bank incorporated under the laws of Australia (in its individual capacity, “MBL”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below). Except as noted in this Amendment, all references to sections, exhibits and schedules refer to sections in and exhibits and schedules to the Credit Ag
