8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 19, 2018

PetroQuest Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32681	72-1440714
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana		70508
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (337) 232-7028

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Forbearance Agreement under Multidraw Term Loan Agreement

As previously disclosed, effective as of September 14, 2018, PetroQuest Energy, Inc. (the “Company”) and certain of its subsidiaries entered into a Forbearance Agreement (as amended, the “Loan Forbearance Agreement”) with Wells Fargo Bank, N.A., as administrative agent (the “Agent”) for the lenders party thereto from time to time (the “Lenders”), and the Lenders, with respect to the Multidraw Term Loan Agreement dated as of August 31, 2018 (as amended, supplemented, or modified from time to time, the “Loan Agreement”). Pursuant to the Loan Forbearance Agreement, the Agent and the Lenders agreed to forbear from taking any action with respect to certain anticipated events of default occurring under the Loan Agreement as a result of the non-payment by the Company of interest with respect to the Company’s 10% Second Lien Secured Senior Notes due 2021 (the “2021 Notes”) and the Company’s 10% Second Lien Senior Secured PIK Notes due 2021 (the “2021 PIK Notes” and together with the 2021 Notes, the “Notes”) when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days, under the Indentures (as defined below) governing the Notes.

On October 19, 2018, the Company and certain of its subsidiaries, the Agent and the Lenders entered into a third amendment to the Loan Forbearance Agreement that, among other things, extended the effectiveness of the forbearance under Loan Forbearance Agreement until the earlier to occur of (i) 11:59 p.m. Eastern time on October 31, 2018 or (ii) the occurrence of any specified forbearance default, which includes, among other things, any event of default under the Loan Agreement other than the anticipated events of default or a breach by the Company or certain of its subsidiaries of the Loan Forbearance Agreement.

The foregoing description of the third amendment to the Loan Forbearance Agreement is not complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.

Amendments to Forbearance Agreements under 2021 Notes and 2021 PIK Notes Indentures

As previously disclosed, effective as of September 14, 2018, the Company and certain of its subsidiaries entered into (i) a Forbearance Agreement (as amended, the “2021 Notes Forbearance Agreement”) with certain holders (the “2021 Notes Supporting Holders”) of approximately $7,343,000 in aggregate principal amount (representing approximately 77.9% of the outstanding principal amount) of the 2021 Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the “2021 Notes Indenture”), dated as of February 17, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, and (ii) a Forbearance Agreement (as amended, the “2021 PIK Notes Forbearance Agreement” and together with the 2021 Notes Forbearance Agreement, the “Notes Forbearance Agreements”) with certain holders (the “2021 PIK Notes Supporting Holders” and together with the 2021 Notes Supporting Holders, the “Supporting Holders”) of approximately $194,559,842 in aggregate principal amount (representing approximately 70.7% of the outstanding principal amount) of the 2021 PIK Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the “2021 PIK Notes Indenture” and together with the 2021 Notes Indenture, the “Indentures”), dated as of September 27, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee. Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to forbear from exercising their rights and remedies under the Indentures or the related security documents with respect to certain anticipated events of default occurring under the Indentures as a result

of the non-payment by the Company of interest with respect to the Notes when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days.

On October 19, 2018, the Company and certain of its subsidiaries, and the Supporting Holders entered into third amendments to the Notes Forbearance Agreements that, among other things, extended the effectiveness of the forbearance under the Notes Forbearance Agreements until the earlier of (i)  11:59 p.m. Eastern time on October 31, 2018 and (ii) the date the Notes Forbearance Agreements otherwise terminate in accordance with the terms therein. Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to not deliver any notice or instruction in respect of the exercise of any of the rights and remedies otherwise available under the Indenture or the related security documents with respect to such anticipated events of default. The Supporting Holders have also agreed to not transfer any ownership in the Notes held by any of the Supporting Holders during the Forbearance Period other than to potential transferees currently parties to, or who agree in writing to be bound by, the Notes Forbearance Agreements.

The foregoing descriptions of the amendment to the 2021 Notes Forbearance Agreement and the amendment to the 2021 PIK Notes Forbearance Agreement are not complete and are qualified in their entirety by reference to the complete documents, which are attached hereto as Exhibits 10.2 and 10.3, respectively, to this Form 8-K, and are incorporated herein by reference.

Item 8.01. Other Events.

On October 19, 2018, the Company issued a news release announcing the Company’s entry into extensions of the Loan Forbearance Agreement and the Notes Forbearance Agreements. A copy of the news release is filed herewith as Exhibit 99.1 and incorporated by reference into this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription of Exhibit

10.1 Third Amendment to Forbearance Agreement dated as of October 19, 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.

10.2 Third Amendment to Forbearance Agreement dated as of October 19, 2018, by and among PetroQuest Energy, Inc., PetroQuest Energy, L.L.C., TDC Energy, LLC, and the 2021 Notes Supporting Holders.

10.3 Third Amendment to Forbearance Agreement dated as of October 19, 2018, by and among PetroQuest Energy, Inc., PetroQuest Energy, L.L.C., TDC Energy, LLC, and the 2021 PIK Notes Supporting Holders.

99.1News Release dated October 19, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 19, 2018

PETROQUEST ENERGY, INC.

/s/ J. Bond Clement

J. Bond Clement

Executive Vice President, Chief Financial Officer and Treasurer

EX-10.1

THIRD AMENDMENT TO FORBEARANCE AGREEMENT

This THIRD AMENDMENT TO FORBEARANCE AGREEMENT is entered into and dated as of October 19, 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.In accordance with Section 6.2 of the Credit Agreement, the Borrower has notified, and hereby gives notice to, the Administrative Agent and the Lenders that the following Event of Default, which is a Forbearance Default (as defined in the Forbearance Agreement) under the Forbearance Agreement (the “Specified Forbearance Default”), has occurred prior to the date hereof:

(i) an Event of Default under Section 8.1(D) of the Credit Agreement has occurred as a result of the filing by Baldwin Ready-Mix Co., Inc. (the “Claimant”) on or about October 11, 2018 of a Statement and Affidavit in Support of Lien on Mineral Property in the real property records of Panola County, Texas regarding an asserted mechanics lien (the forgoing, the “Mechanics Lien”) in favor of the Claimant against certain Oil and Gas Properties of the Borrower to secure amounts owed to the Claimant in the approximate amount of $14,319.13 (the “Claimant Amount”), which filing of the Mechanics Lien is a violation of Section 7.3 of the Credit Agreement.

C.As a result of the Specified Forbearance Default, and notwithstanding the agreements under this Agreement, the Forbearance Agreement otherwise terminates in accordance with its terms and the Administrative Agent and the Lenders have the right to exercise certain rights and remedies under the Credit Agreement and the other Loan Documents.

D.The Borrower has requested that the Administrative Agent and Lenders waive the Specified Forbearance Default and agree that the Forbearance Agreement did not terminate and remains in full force and effect, and the Administrative Agent and Lenders have agreed to such waiver and that the Forbearance Agreement did not terminate and remains in full force and effect, subject to the terms and conditions set forth herein.

E.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 31, 2018 or”.

SECTION 3. Amendment to Credit Agreement. Section 8.1, Events of Default, of the Credit Agreement is hereby amended by deleting subclause (vi) of clause (J) thereof in its entirety and replacing it with the following:

“(vi) takes any action for the purpose of effecting any of the foregoing if such action (x) occurs on or after the date that is 62 days following the Closing Date or (y) is not in conjunction with a restructuring support agreement that is supported by all Lenders;”

SECTION 4. Limited Waiver.

(a) Borrower has paid the Claimant Amount in full by wire transfer on or before the date hereof. The Claimant has filed or is in the process of filing the necessary instruments to release and terminate the Mechanics Lien from the real property records of Panola County, Texas.

(b) Borrower has requested that Administrative Agent and Lenders waive the Specified Forbearance Default, and subject to the terms and conditions set forth herein, Administrative Agent and Lenders hereby waive the Specified Forbearance Default.

(c) The limited waiver granted hereunder does not indicate an intent to establish any course of dealing between Administrative Agent, any Lender and the Borrower with regard to future waivers, consents, agreements to forbear or any other modifications that may be requested.

SECTION 5. Forbearance Agreement Remains in Effect. The Parties agree that notwithstanding (i) the occurrence of, and waiver hereunder of, the Specified Forbearance Default and (ii) the requirements of Recital G(ii) of the Forbearance Agreement, (x) no Forbearance Termination Date occurred at any time under the Forbearance Agreement and (y) the Forbearance Agreement did not terminate at any time and remains at all times in full force and effect.

SECTION 6. Representations and Warranties. Other than with respect to the Specified Forbearance Default, 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 7. 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 8. 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.

[SIGNATURES BEGIN NEXT PAGE]

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

ADMINISTRATIVE AGENT:    WELLS FARGO BANK, NATIONAL     ASSOCIATION, as Administrative Agent

By: /s/ Jason Prisco            

Name: Jason Prisco

Title: AVP

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

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

1

EX-10.2

THIRD AMENDMENT TO FORBEARANCE AGREEMENT

This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”), dated as of October 19, 2018, is entered into by and among PetroQuest Energy, Inc., a Delaware corporation (the “Issuer”), the Subsidiaries of the Issuer that are parties hereto (the “Guarantors”) and the Holders (as defined below) that are parties hereto (each an “Initial Forbearing Holder” and collectively, the “Initial Forbearing Holders”).

PRELIMINARY STATEMENT

WHEREAS, the Initial Forbearing Holders are the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of a majority in aggregate principal amount outstanding of those 10.00% Second Lien Secured Senior Notes due 2021 that are issued by the Issuer and governed by that certain Indenture dated as of February 17, 2016, by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”) thereunder (such Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”; such Notes, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Notes”; and the holders of such Notes, the “Holders”), which Notes are secured by liens on the Collateral pursuant to the Security Documents;

WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders 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”), with respect to the Indenture and the Notes;

WHEREAS, a Forbearance Default under the Credit Agreement Forbearance Agreement has occurred;

WHEREAS, as a result of such Forbearance Default under the Credit Agreement Forbearance Agreement, and notwithstanding the agreements under this Agreement, the Forbearance Agreement otherwise terminates in accordance with Section 3(a)(ii)(B) of the Forbearance Agreement;

WHEREAS, the Issuer and the Guarantors have requested that the Initial Forbearing Holders agree that the Forbearance Agreement did not terminate and remains in full force and effect, and the Initial Forbearing Holders have agreed that the Forbearance Agreement did not terminate and remains in full force and effect, subject to the terms and conditions set forth herein; and

WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Agreement.

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

AGREEMENT

Section 1.Definitions. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Indenture, the Notes and theForbearance Agreement, as the context may require.

Section 2.Amendment to Forbearance Agreement.Section 3(a)(i) of the Forbearance Agreement is hereby amended and restated to read as follows: “(i) 11:59 p.m. Eastern time on October 31, 2018;”.

Section 3.Representations and Warranties.

(a) Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Initial Forbearing Holders that the representations and warranties set forth in Section 4(a) of the Forbearance Agreement are true and correct on and as of the date hereof.

(b) Representations and Warranties of the Initial Forbearing Holders. Each Initial Forbearing Holder hereby severally, and not jointly, represents and warrants to the Issuer and the Guarantors that the representations and warranties set forth in Section 4(b) of the Forbearance Agreement are true and correct on and as of the date hereof.

Section 4.Forbearance Agreement Remains in Effect. The Issuer, the Guarantors and the Initial Forbearing Holders agree that notwithstanding (i) the occurrence of, and the subsequent cure and waiver of, a Forbearance Default under the Credit Agreement Forbearance Agreement and (ii) the requirements of Section 3(a)(ii)(B) of the Forbearance Agreement, (x) no Forbearance Termination Date occurred at any time under the Forbearance Agreement and (y) the Forbearance Agreement did not terminate at any time and remains at all times in full force and effect.

Section 5.Miscellaneous. The provisions of Sections 6 through 14 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreementmutatis mutandis.

[**Signature Pages Follow**]

In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

PETROQUEST ENERGY, INC.

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief FinancialOfficer and Treasurer

PETROQUEST ENERGY, L.L.C.

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief FinancialOfficer and Treasurer

TDC ENERGY LLC

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial
Officer and Treasurer

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    

EX-10.3

THIRD AMENDMENT TO FORBEARANCE AGREEMENT

This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”), dated as of October 19, 2018, is entered into by and among PetroQuest Energy, Inc., a Delaware corporation (the “Issuer”), the Subsidiaries of the Issuer that are parties hereto (the “Guarantors”) and the Holders (as defined below) that are parties hereto (each an “Initial Forbearing Holder” and collectively, the “Initial Forbearing Holders”).

PRELIMINARY STATEMENT

WHEREAS, the Initial Forbearing Holders are the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of a majority in aggregate principal amount outstanding of those 10.00% Second Lien Senior Secured PIK Notes due 2021 that are issued by the Issuer and governed by that certain Indenture dated as of September 27, 2016, by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”) thereunder (such Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”; such Notes, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Notes”; and the holders of such Notes, the “Holders”), which Notes are secured by liens on the Collateral pursuant to the Security Documents;

WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders 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”), with respect to the Indenture and the Notes;

WHEREAS, a Forbearance Default under the Credit Agreement Forbearance Agreement has occurred;

WHEREAS, as a result of such Forbearance Default under the Credit Agreement Forbearance Agreement, and notwithstanding the agreements under this Agreement, the Forbearance Agreement otherwise terminates in accordance with Section 3(a)(ii)(B) of the Forbearance Agreement;

WHEREAS, the Issuer and the Guarantors have requested that the Initial Forbearing Holders agree that the Forbearance Agreement did not terminate and remains in full force and effect, and the Initial Forbearing Holders have agreed that the Forbearance Agreement did not terminate and remains in full force and effect, subject to the terms and conditions set forth herein; and

WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Agreement.

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

AGREEMENT

Section 1.Definitions. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Indenture, the Notes and theForbearance Agreement, as the context may require.

Section 2.Amendment to Forbearance Agreement.Section 3(a)(i) of the Forbearance Agreement is hereby amended and restated to read as follows: “(i) 11:59 p.m. Eastern time on October 31, 2018;”.

Section 3.Representations and Warranties.

(a) Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Initial Forbearing Holders that the representations and warranties set forth in Section 4(a) of the Forbearance Agreement are true and correct on and as of the date hereof.

(b) Representations and Warranties of the Initial Forbearing Holders. Each Initial Forbearing Holder hereby severally, and not jointly, represents and warrants to the Issuer and the Guarantors that the representations and warranties set forth in Section 4(b) of the Forbearance Agreement are true and correct on and as of the date hereof.

Section 4.Forbearance Agreement Remains in Effect. The Issuer, the Guarantors and the Initial Forbearing Holders agree that notwithstanding (i) the occurrence of, and the subsequent cure and waiver of, a Forbearance Default under the Credit Agreement Forbearance Agreement and (ii) the requirements of Section 3(a)(ii)(B) of the Forbearance Agreement, (x) no Forbearance Termination Date occurred at any time under the Forbearance Agreement and (y) the Forbearance Agreement did not terminate at any time and remains at all times in full force and effect.

Section 5.Miscellaneous. The provisions of Sections 6 through 14 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreementmutatis mutandis.

[**Signature Pages Follow**]

In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

PETROQUEST ENERGY, INC.

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief FinancialOfficer and Treasurer

PETROQUEST ENERGY, L.L.C.

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief FinancialOfficer and Treasurer

TDC ENERGY LLC

By:    /s/ J. Bond Clement    

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial
Officer and Treasurer

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    

MACKAY SHIELDS LLC, an investment subadvisor to the funds denoted on Schedule B to the Forbearance Agreement

By:    /s/ Andrew Susser                

Name: Andrew Susser

Title: Executive Managing Director

EX-99.1

 NEWS RELEASE

For further information, contact:	Matt Quantz, Manager-Corporate Communications
	(337) 232-7028, www.petroquest.com

PetroQuest Energy, Inc. Extends Forbearance Agreements

LAFAYETTE, LA, October 19, 2018 - PetroQuest Energy, Inc. (the “Company”) (OTCQX:PQUE) announced today that it has extended its previously announced forbearance agreements (as amended prior to the date hereof, the “Forbearance Agreements”) with the administrative agent and the lenders under its multi-draw term loan agreement (the “Loan Agreement”), the holders of approximately 77.9% of the outstanding aggregate principal amount of its 10% Second Lien Secured Senior Notes due 2021 (the “2021 Notes”) and the holders of approximately 70.7% of the outstanding aggregate principal amount of its 10% Second Lien Senior Secured PIK Notes due 2021 (the “2021 PIK Notes”) (collectively, the “Forbearing Creditors”).

Under the terms of the Forbearance Agreements, the Forbearing Creditors have agreed to forbear from exercising any and all remedies available to them under and in respect of the Loan Agreement and the indentures governing the 2021 Notes and the 2021 PIK Notes as a result of the Company not making the semi-annual interest payments totaling approximately $14.2 million due on August 15, 2018 with respect to the 2021 Notes and the 2021 PIK Notes and such non-payment continuing for a period of 30 days. As extended, the Forbearance Agreements will expire upon the earlier of 11:59 p.m. (Eastern time) on October 31, 2018 or the occurrence of certain events specified in the Forbearance Agreements.

The Company is continuing to analyze and evaluate various alternatives with respect to its capital structure and financial position, which may include private debt exchanges or filing for protection under Chapter 11 of the U.S. Bankruptcy Code. In addition, the Company is engaged in discussions and negotiations with the Forbearing Creditors and their legal and financial advisors regarding these alternatives. The Forbearance Agreements are intended to allow the parties to continue these discussions and negotiations and work towards an alternative that addresses the Company’s capital structure and financial position. The Company does not intend to disclose or comment on developments related to its review and these

discussions and negotiations unless and until the Company’s Board of Directors has approved a specific alternative or transaction or otherwise determined that further disclosure is appropriate.

As the Company has previously disclosed, on August 31, 2018, the Company borrowed $50 million under the Loan Agreement, and repaid $32.5 million of outstanding borrowings under its prior loan agreement, plus accrued interest and fees, and retained the balance of the borrowings for general corporate purposes. As a result, the Company currently has no borrowing availability under the Loan Agreement, and as of September 30, 2018, had approximately $25.4 million of cash on hand. The Company is continuing to pay suppliers and trade creditors and fund current operations on an ongoing basis.

As the Company has previously disclosed, the Company has retained Seaport Global Securities as its financial advisor and Porter Hedges LLP as its legal advisor to assist the Board of Directors and management team in analyzing and evaluating the various alternatives with respect to its capital structure.

About the Company

PetroQuest Energy, Inc. is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in Texas and Louisiana. PetroQuest's common stock trades on the OTCQX market under the symbol PQUE.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this news release are forward-looking statements. Although PetroQuest believes that the expectations reflected in these forward-looking statements are reasonable, these statements are based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. Actual results may vary significantly from those anticipated due to many factors, including our ability to identify, evaluate and complete any alternative or transaction with respect to our capital structure and financial position and to refinance or restructure our indebtedness; the impact of the announcement of our review of such alternatives or transactions on our business, including our financial and operating results, or our employees, suppliers and customers; the potential need to seek bankruptcy protection; our indebtedness and the significant amount of cash required to service our indebtedness, including the August 15, 2018 cash interest payment on the 2021 notes and the 2021 PIK notes; our estimate of the sufficiency of our existing capital sources to fund our exploration and development activities and to service our indebtedness, including the August 15, 2018 cash interest payment on the 2021 notes and the 2021 PIK notes; the volatility of oil and natural gas prices; our receipt of a cash refund with respect to our offshore bonds and the timing and amount of the same; our ability to hedge future production to reduce our exposure to price volatility in the current commodity pricing market; our ability to raise additional capital to fund cash requirements for future operations and to service our indebtedness; our ability to fund and execute our Cotton Valley and Austin Chalk development programs as planned; our ability to increase recoveries in the Austin Chalk formation and to increase our overall oil production as planned; our estimates with respect to fracked Austin Chalk wells in Louisiana, including production, EURs and costs; our estimates with respect to production, reserve replacement ratio and finding and development costs; our responsibility for offshore decommissioning liabilities for offshore interests we no longer own; our ability to find, develop and produce oil and natural gas reserves that are economically recoverable and to replace reserves and sustain and/or increase production; ceiling test write-downs resulting, and that could result in the future, from lower oil and natural gas prices; our ability to fund our capital needs and respond to changing conditions imposed by our multi-draw term loan facility and restrictive debt covenants; approximately 43% of our production being exposed to the additional risk of severe weather, including hurricanes, tropical storms and flooding, and natural disasters; losses and liabilities from uninsured or

underinsured drilling and operating activities; changes in laws and governmental regulations as they relate to our operations; the operating hazards attendant to the oil and gas business; the volatility of our common stock price; and the limited trading market for our common stock. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. The Company undertakes no duty to update or revise these forward-looking statements.

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