PETROQUEST ENERGY, INC.,
as Parent,
PETROQUEST ENERGY, L.L.C.,
as Borrower,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
CALYON NEW YORK BRANCH,
as Syndication Agent,
BANK OF AMERICA, N.A.,
as Documentation Agent
J.P. MORGAN SECURITIES INC. and
CALYON NEW YORK BRANCH
Co-Lead Arrangers
SECOND AMENDMENT TO CREDIT
AGREEMENT
THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “
Second Amendment ”) dated as of September 30,
2009, 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, CALYON NEW YORK BRANCH, as
Syndication Agent, and BANK OF AMERICA, N.A., as
Documentation Agent, and the Lenders party hereto.
A. 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 (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.
B. The Borrower has requested and the
Lenders have agreed to amend certain provisions of the Credit
Agreement in order to clarify certain provisions contained
therein.
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.
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 Second 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 deleted and replaced in its
entirety to read as follows:
“ Agreement ” means this
Credit Agreement, as amended by the First Amendment and as further
amended by the Second Amendment, as the same may from time to time
be amended, modified, supplemented or restated.
(b) The definition of “ Second
Amendment ” is hereby added where alphabetically
appropriate to read as follows:
“ Second Amendment ” means
the Second Amendment to Credit Agreement dated as of
September 30, 2009 among the Parent, the Borrower, the
Administrative Agent, the Syndication Agent, the Documentation
Agent and the Lenders party thereto.
2.2 Amendment to Article VIII .
Article VIII is hereby amended by deleting Section 8.18 in its
entirety.
2.3 Amendment to Section 9.12(d) .
Section 9.12(d) is hereby amended in its entirety to read as
follows:
(d) the sale or other disposition
(including Casualty Events) of any Oil and Gas Property or any
interest therein or any of its Subsidiaries (other than the
Borrower) owning Oil and Gas Properties; provided that with respect
to this clause (d), (1) the consideration received in respect
of such sale or other disposition (including without limitation,
asset exchanges under Section 1031 of the Code) shall be equal
to or greater than the fair market value of the Oil and Gas
Property, interest therein or Subsidiary subject of such sale or
other disposition (as reasonably determined by its board of
directors and, if requested by the Administrative Agent, the
Borrower shall deliver a certificate of its Responsible Officer
certifying to that effect), (2) if such sale or other
disposition of Oil and Gas Property or Subsidiary owning Oil and
Gas Properties under this clause (d) (together with any transfers
or dispositions under clause (b)) included in the most recently
delivered Reserve Report during any period between two successive
Scheduled Redetermination Dates has a fair market value in excess
of five percent (5%) of the Borrowing Base as then in effect (as
determined by the Administrative Agent), individually or in the
aggregate, the Borrowing Base shall be reduced, effective
immediately upon such sale or disposition, by an amount equal to
the value, if any, attributed to such Property in the Borrowing
Base based on the most recently delivered Reserve Report and
(3) if any such sale or other disposition is of a Subsidiary
owning Oil and Gas Properties, such sale or other disposition shall
include all the Equity Interests of such Subsidiary; and
2.4 Redetermination of Borrowing Base .
For the period from an
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