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):

August 25, 2016

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	72-1440714
(State of Incorporation)	(I.R.S. Employer Identification No.)
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana	70508
(Address of principal executive offices)	(Zip code)

Commission File Number: 001-32681

Registrant’s telephone number, including area code: (337) 232-7028

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:

¨ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1.01. Entry into a Material Definitive Agreement.

On August 25, 2016, PetroQuest Energy, Inc., a Delaware corporation (the “Company”), PetroQuest Energy, L.L.C., a Louisiana limited liability company (the “Borrower”), and TDC Energy LLC, a Louisiana limited liability company (the “Guarantor”), entered into the Fifteenth Amendment to Credit Agreement and Master Assignment (the “Fifteenth Amendment”), which amends the Credit Agreement dated as of October 2, 2008 (as previously amended, the “Credit Agreement”), with JPMorgan Chase Bank, N.A. (the “Administrative Agent”), Wells Fargo Bank, N.A., Capital One, National Association, IBERIABANK, Bank of America, N.A. and The Bank of Nova Scotia (the forgoing, collectively, “Lenders”).

Pursuant to the Fifteenth Amendment, the Lenders have (1) agreed to approve and include the Company’s issuance of up to $280.3 million aggregate principal amount of newly issued 10% Second Lien Senior Secured PIK Notes due 2021 in connection with the private exchange offers to eligible holders described further below in Item 8.01 of this Form 8-K as permitted second lien debt, (2) decreased the Borrowing Base, as defined in the Credit Agreement, from $22.5 million to $0, (3) decreased the aggregate commitment of the Lenders from $22.5 million to $0, and (4) agreed to exit the credit facility and assign their respective rights and obligations under the Credit Agreement to JPMorgan Chase Bank, N.A., which will assume all such rights and obligations from the exiting lenders as the sole remaining Lender.

The Borrowing Base is determined by March 31 and September 30 of each year and is based upon the valuation as of January 1 and July 1 of each year of the reserves attributable to the Borrower’s oil and gas properties and other credit factors deemed relevant by the Lenders. The Lenders and the Borrower agreed that the aforementioned decrease in the Borrowing Base did not constitute a Scheduled Redetermination (as defined in the Credit Agreement) or an Interim Redetermination (as defined in the Credit Agreement) thereto. The Lenders and the Borrower agreed that the Borrowing Base would remain at $0 unless and until the Administrative Agent and each Lender, in their sole discretion, agree to reestablish a Borrowing Base that is greater than $0 and that the Administrative Agent and Lenders have no obligation to reestablish a Borrowing Base that is greater than $0.

As of August 25, 2016, the Borrower had no borrowings outstanding under (and no letters of credit issued pursuant to) the Credit Agreement.

The foregoing description of the Fifteenth Amendment is not complete and is qualified 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.

Item 8.01 Other Events

Exchange Offers and Consent Solicitation

On August 25, 2016, the Company issued a press release regarding the commencement of private offers (the “Exchange Offers”) to eligible holders to exchange its outstanding 10% Senior Notes due 2017 (the “2017 Notes”), issued under an indenture, and its outstanding 10% Second Lien Senior Secured Notes due 2021 (the “2021 Notes” and together with the 2017 Notes, the

“Existing Notes”), also issued under an indenture, for up to (i) $280.3 million aggregate principal amount of its newly issued 10% Second Lien Senior Secured PIK Notes due 2021 (the “New Notes”), and (ii) assuming that all of the Existing Notes are properly tendered to the Company in the Exchange Offers prior to the early tender date, 3,517,000 shares of its common stock, all on the terms and subject to the conditions set forth in a Confidential Information Memorandum and Consent Solicitation Statement. In connection with the Exchange Offers, the Company is soliciting consents (the “Consent Solicitation” and together with the Exchange Offers, the “Exchange Offers and Consent Solicitation”) from holders of the 2021 Notes to certain proposed amendments to the indenture governing the 2021 Notes and the registration rights agreement with respect to the 2021 Notes. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference in this current report.

This filing shall not constitute an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Debt Commitment Letter

In connection with the Exchange Offers and Consent Solicitation, the Company entered into a commitment letter (the “Commitment Letter”) with Franklin Custodian Funds – Franklin Income Fund (“Franklin”), pursuant to which Franklin committed to provide a multi-draw term loan facility to the Company in the aggregate principal amount of $50 million (the “Commitment Facility”), subject to certain conditions precedent, including approval by the Company’s board of directors and the successful consummation of the Exchange Offers and Consent Solicitation whereby at least 87% of the total combined outstanding aggregate principal amount of the Existing Notes exchange for New Notes. The Commitment Letter expires if the Commitment Facility does not close on or before 11:59 p.m. (Pacific Standard Time) on October 21, 2016. In connection with its entry into the Commitment Letter, the Company made a deposit of funds to cover all reimbursable expenses of Franklin pursuant to the terms of the Commitment Letter.

The Company expects the Commitment Facility will bear interest at a rate equal to 10% per annum. The Company also expects the Commitment Facility will have a maturity date of four years after the closing date of the Commitment Facility, to be subject to no prepayment premium and to be subject to certain mandatory prepayment events.

The Company expects that the Commitment Facility will contain affirmative and negative covenants which may restrict its ability to, among other things, incur indebtedness, make distributions and make capital expenditures. The Company’s compliance with the Commitment Facility is expected to be based on the maintenance of the ratio of estimated future net revenues from the Company’s proved developed reserves, discounted at 10% and utilizing strip pricing and hedges in place, to the total principal amount committed under the facility.

The Company expects that the Commitment Facility will be secured by a first priority and perfected lien and security interest on substantially all of its, and certain of its subsidiary guarantors’, property and will replace the Company’s existing senior secured bank credit facility.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description of Exhibit
10.1	Fifteenth Amendment to Credit Agreement and Master Assignment dated as of August 25, 2016, among PetroQuest Energy, Inc., PetroQuest Energy, L.L.C., TDC Energy LLC, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Capital One, National Association, IBERIABANK, Bank of America, N.A. and The Bank of Nova Scotia.
99.1	Press Release dated August 25, 2016.

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: August 25, 2016

PETROQUEST ENERGY, INC.

/s/ J. Bond Clement

J. Bond Clement

Executive Vice President, Chief

Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

Execution Version

FIFTEENTH AMENDMENT TO

CREDIT AGREEMENT AND MASTER ASSIGNMENT

dated as of

August 25, 2016

among

PETROQUEST ENERGY, INC.,

as Parent,

PETROQUEST ENERGY, L.L.C.,

as Borrower,

TDC ENERGY LLC, as Guarantor

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

The Lenders Party Hereto

J.P. MORGAN SECURITIES LLC,

as Lead Arranger

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT AND MASTER

ASSIGNMENT

THIS FIFTEENTH AMENDMENT TO CREDIT AGREEMENT AND MASTER ASSIGNMENT (this “Fifteenth Amendment”) dated as of August [24], 2016 (the “Fifteenth Amendment Effective Date”), is among PETROQUEST ENERGY, INC., a Delaware corporation, as the Parent, PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company, as the Borrower, TDC ENERGY LLC, a Louisiana limited liability company, as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto.

R E C I T A L S

WHEREAS, the Parent, the Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of October 2, 2008, (as amended, restated, supplemented or modified from time to time prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have made certain loans to and extensions of credit for the account of the Borrower;

WHEREAS, the Borrower has advised Administrative Agent and the Lenders that it intends to offer an exchange of all or a portion of the Senior Notes and the Senior Secured Notes due 2021 by the holders thereof for consideration consisting of new second lien notes due 2021 and Equity Interests (other than Disqualified Capital Stock) of the Parent;

WHEREAS, the Borrower has requested and Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more particularly set forth herein;

WHEREAS, the Required Lenders and the Borrower have agreed to redetermine the Borrowing Base by reducing the Borrowing Base to $0 as provided herein, which redetermination of the Borrowing Base shall not constitute a Scheduled Redetermination or an Interim Redetermination; and

WHEREAS, each Exiting Lender (as defined in Section 5 hereof) is assigning its rights and obligations under the Credit Agreement and the Loan Documents to the Remaining Lender (as defined in Section 5 hereof).

NOW, THEREFORE, in consideration of the foregoing 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 (including, without limitation, in the preamble and recitals) but not otherwise defined herein has the meaning given such term in the Credit Agreement, including, to the extent the context so requires, after giving effect to the amendments to the Credit Agreement contained in this Fifteenth Amendment. Unless otherwise indicated, all article and section references in this Fifteenth Amendment refer to articles and sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fifteenth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended effective as of the Fifteenth Amendment Effective Date in the manner provided in this Section 2.

2.1 Amendments to Section 1.02.

(a) The definition of “Permitted Refinancing Debt” is amended to insert “or a portion” after “all” in the second line thereof.

(b) The definition of “Permitted Second Lien Debt” is amended and restated to read in its entirety as follows:

“Permitted Second Lien Debt” means Debt incurred (a) by the Parent pursuant to the Senior Secured Indenture or the Exchange Notes Indenture or (b) by the Parent or the Borrower pursuant to one or more other issuances of Debt (including pursuant to a Senior Secured Supplemental Indenture or an Exchange Notes Supplemental Indenture); provided that (i) the aggregate principal amount of all Debt incurred pursuant to this definition shall not exceed $300,000,000.00 (excluding principal resulting from any interest paid in kind with respect to the Exchange Notes due 2021), (ii) such Debt shall be used by the Parent or the Borrower in connection with the Redemption of the Senior Notes or Senior Secured Notes due 2021 substantially concurrently with the incurrence of such Permitted Second Lien Debt; (iii) with respect to Debt incurred pursuant to clause (b) of this definition, such Debt shall (A) not provide for any scheduled payment of principal (subject to other payments permitted by the Intercreditor Agreement), scheduled mandatory Redemption or scheduled sinking fund payment before the date that is 180 days following the date in clause (a) of the definition of “Maturity Date”, (B) be secured solely by junior Liens on Mortgaged Property which Liens do not have priority over the Liens in favor of the Administrative Agent securing the Indebtedness; and (C) be evidenced and governed by definitive documentation containing (1) with respect to any Senior Secured Supplemental Indenture or Exchange Notes Supplemental Indenture, the same terms (excluding the effect of any most favored nations clause) as, or terms less onerous to the Parent than, the Senior Secured Indenture or Exchange Notes Indenture, as applicable or (2) customary market terms and conditions and otherwise satisfactory to the Administrative Agent in its sole discretion (provided, that solely with respect to any proposed Permitted Second Lien Debt transaction pursuant to this clause (2), the term sheet for such proposed Permitted Second Lien Debt transaction shall be submitted to the Administrative Agent for its approval in its sole discretion and the definitive documentation of such Permitted Second Lien Debt transaction shall be deemed acceptable to the Administrative Agent if the terms of such definitive documentation reflect the terms and conditions set forth in the approved

2

term sheet and contain customary market terms and conditions and otherwise are satisfactory to the Administrative Agent in its sole discretion); and (iv) all Debt incurred pursuant to this definition shall at all times be subject to the Intercreditor Agreement.

(c) The following definitions are added where alphabetically appropriate:

“Exchange Notes Indenture” means an indenture on the terms set forth in the Exchange Offering Memorandum pursuant to which the Exchange Notes due 2021 are issued, as in effect on the Fifteenth Amendment Effective Date.

“Exchange Notes due 2021” has the meaning given to the term “Notes” as defined in the indenture with terms set forth in the Exchange Offering Memorandum, in each case guaranteed by the Borrower and TDC Energy LLC.

“Exchange Notes Supplemental Indenture” means a supplemental indenture to the Exchange Notes Indenture.

“Exchange Offering Memorandum” means the Offering Memorandum and Consent Solicitation Statement dated as of August [24], 2016

“Existing Notes” has the meaning set forth in the definition of Specified Exchange.

“Fifteenth Amendment” means the Fifteenth Amendment to Credit Agreement and Master Assignment dated as of August [24], 2016, among the Parent, the Borrower, the Guarantor, Administrative Agent, and the Lenders party thereto.

“Fifteenth Amendment Effective Date” means August [24], 2016.

“Reestablishment Date” means a date consented to by the Administrative Agent and each Lender in their sole discretion following the request for an Interim Redetermination delivered by the Borrower following the Fifteenth Amendment Effective Date; provided that the Lenders and Administrative Agent shall have no obligation to consent to any Reestablishment Date and may indefinitely delay their consent to a Reestablishment Date or reject a request for an Interim Redetermination.

“Redeemed Debt” has the meaning set forth in Section 9.04(b).

“Specified Exchange” means the exchange of a portion of the Senior Notes and the Senior Secured Notes due 2021 (collectively, the “Existing Notes”) by the holders thereof for consideration consisting of Exchange Notes due 2021 and Equity Interests (other than Disqualified Capital Stock) of the Parent; provided that (a) such exchange results in the tender and Redemption of Existing Notes in a minimum amount no less than 80% of the total aggregate principal amount of the Existing Notes outstanding on the Fifteenth Amendment Effective Date and (b) such exchange is consummated on or before September 30, 2016.

3

2.2 Amendment to Section 2.07(b) of the Credit Agreement. Section 2.07(b) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

(b) Scheduled and Interim Redeterminations. After the Reestablishment Date, the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on March 31st and September 30th of each year, commencing with the March 31 or September 30 following the Reestablishment Date. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, two times during any 12 month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07; provided that notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent and Lenders shall have no obligation to agree to an Interim Redetermination that would result in the occurrence of the Reestablishment Date (and the Borrower shall not have the right to cause the Borrowing Base to be redetermined prior to any Reestablishment Date).

2.3 Amendment to Section 9.02(l) of the Credit Agreement. Section 9.02(l) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(l) (i) Permitted Second Lien Debt and guarantees thereof by any Guarantor and (ii) Debt which constitutes Permitted Refinancing Debt of such Permitted Second Lien Debt permitted under the Intercreditor Agreement and any guarantees thereof; in each case, so long as (A) no Default, Event of Default or Borrowing Base Deficiency exists or results from the incurrence of any such Debt (including any incremental advances made to the Parent or Borrower in respect of such Debt under any such credit or loan document or indenture related thereto), (B) after giving effect to such incurrence of Debt (including any such incremental advances), other than the incurrence of Debt in connection with the Specified Exchange, the Borrower is in pro forma compliance with Section 9.01 (for the avoidance of doubt, such pro forma compliance to be tested as if the Financial Covenant Reinstatement Date shall have occurred) and (C) the aggregate principal amount of all such Debt permitted under this Section 9.02(l) does not exceed $300,000,000.00 in the aggregate (excluding principal resulting from any interest paid in kind with respect to the Exchange Notes due 2021).

4

2.4 Amendment to Section 9.04(b) of the Credit Agreement. Section 9.04(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(b) Redemption of Senior Notes and Bridge Loans; Amendment of Senior Indenture and Bridge Loan Facility. The Parent will not, and will not permit any of its Subsidiaries to, prior to the date that is ninety-one (91) days after the date in clause (a) of the definition of “Maturity Date”: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes, the Bridge Loans, the Converted Term Loan, Senior Exchange Notes or any Permitted Refinancing Debt in respect thereof; provided that the Borrower and/or the Parent may (x) prepay or otherwise Redeem (including pursuant to an exchange) the Senior Notes, the Bridge Loans, the Converted Term Loan and/or the Senior Exchange Notes (the “Redeemed Debt”) with (A) the proceeds of any Permitted Refinancing Debt or Second Lien Permitted Debt (in each case including the exchange of the Exchange Notes due 2021 for such Redeemed Debt in whole or in part) or (B) the net cash proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Parent and, in the case of Senior Notes, following the completion of a tender offer which is substantially concurrent with the issuance of such Permitted Refinancing Debt (or with the proceeds of Second Lien Permitted Debt), (y) issue additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior Notes or (z) Redeem (in part) the Senior Notes with cash (other than cash constituting proceeds of any Loan); provided that (A) the Borrower shall have, on a pro-forma basis after giving effect to such Redemption (other than the Redemption in connection with the Specified Exchange), Unused Availability under this Agreement of not less than 50% of the aggregate Commitments, (B) no Default or Event of Default shall have occurred and be continuing and (C) after giving effect to such Redemption (other than the Redemption in connection with the Specified Exchange), the Borrower is in pro forma compliance with Section 9.01 (for the avoidance of doubt, such pro forma compliance to be tested as if the Financial Covenant Reinstatement Date shall have occurred); or (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Bridge Loan Facility, the Converted Term Loan, the Senior Exchange Notes or any Permitted Refinancing Debt or the Senior Indenture if the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon.

5

2.5 Amendment to Section 9.23 of the Credit Agreement. Section 9.23 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Section 9.23 Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Parent will not, and will not permit any of the Parent’s Subsidiaries to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: (a) call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Second Lien Debt; provided, that the Borrower and/or Parent may voluntarily Redeem (including pursuant to an exchange) Permitted Second Lien Debt (i) with the proceeds of any Permitted Refinancing Debt permitted under the Intercreditor Agreement (including the exchange of the Exchange Notes due 2021 for such Permitted Second Lien Debt in whole or in part), (ii) with cash proceeds of an offering of, Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) with cash proceeds from a sale of any Property other than (A) a sale of any Property that contains proved reserves or (B) a sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposition of any Swap Agreement, (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Permitted Second Lien Debt, so long as, in the case of the foregoing clauses (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any of the terms of the Permitted Second Lien Debt Documents other than amendments or other modifications that are permitted under the Intercreditor Agreement.

2.6 Amendment to Annex I of the Credit Agreement. Annex I of the Credit Agreement is hereby amended and restated in its entirety and replaced with Annex I attached hereto.

Section 3. Reduction of Borrowing Base to Zero Dollars. The Lenders and the Borrower hereby agree that effective on the Fifteenth Amendment Effective Date, the amount of the Borrowing Base shall be reduced from $22,500,000 to zero dollars. The Lenders party hereto agree that the redetermination provided for in this Section 3 shall not constitute a Scheduled Redetermination or an Interim Redetermination. The Borrowing Base as established herein shall remain in effect unless and until the Administrative Agent and each Lender, in their sole discretion, agree to reestablish a Borrowing Base with an amount greater than zero dollars. The Administrative Agent and Lenders shall have no obligation to reestablish a Borrowing Base with an amount greater than zero dollars.

6

Section 4. Conditions Precedent. The amendments to the Credit Agreement contained in Section 2 hereof and the provisions of Section 3 and Section 5 hereof shall each be effective on the date that each of the following conditions precedent is satisfied or waived in accordance with Section 12.02 of the Credit Agreement:

4.1 Exchange Offering Memorandum. Administrative Agent shall have received the Exchange Offering Memorandum.

4.2 Counterparts. Administrative Agent shall have received from the Lenders, the Parent, the Borrower and each Guarantor, counterparts (in such number as may be requested by Administrative Agent) of this Fifteenth Amendment signed on behalf of such Persons.

4.3 Fees and Expenses. The Borrower shall have paid to Administrative Agent any and all fees and expenses payable to Administrative Agent or the Lenders pursuant to or in connection with this Fifteenth Amendment.

4.4 No Default/No Event of Default/No Borrowing Base Deficiency. No Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.

4.5 Other Documents. Administrative Agent shall have received such other documents as Administrative Agent or counsel to Administrative Agent may reasonably request.

Administrative Agent is hereby authorized and directed to declare this Fifteenth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of Administrative Agent, compliance with the conditions set forth in this Section 4. Such declaration shall be final, conclusive and binding upon all parties to this Fifteenth Amendment for all purposes.

Section 5. Master Assignment. Each of Wells Fargo Bank, N.A., Capital One, National Association, Iberiabank, Bank of America, N.A. and The Bank of Nova Scotia, as a Lender (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to JPMorgan Chase Bank, N.A. as a Lender (the “Remaining Lender”), and the Remaining Lender hereby purchases, accepts and assumes all of each such Exiting Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto under the Credit Agreement (including any Letters of Credit) such that, on the Fifteenth Amendment Effective Date, (a) such Remaining Lender shall pay such Exiting Lender in full for all amounts owing to it under the Credit Agreement (including all amounts which have accrued to but excluding the Fifteenth Amendment Effective Date) as agreed and calculated by such Exiting Lender and Administrative Agent in accordance with the Credit Agreement, (b) such Exiting Lender shall (i) cease to be a Lender under the Credit Agreement, as amended hereby, and the Loan Documents and (ii) relinquish its rights (provided that it shall still be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03) and be released from its obligations under the Credit Agreement, as

7

amended hereby, and the other Loan Documents, and (c) the Maximum Credit Amount of each Lender shall be as set forth on Annex I hereto. The foregoing assignments, transfers and conveyances are without recourse to each such Exiting Lender and without any representations or warranties whatsoever by Administrative Agent, the Issuing Bank or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, or otherwise, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement, the Notes and the other Loan Documents thereunder for periods prior to the Fifteenth Amendment Effective Date. Each Exiting Lender is executing this Fifteenth Amendment for the sole purpose of evidencing its agreement to Section 5 and Section 6 hereof. The parties hereto agree that the assignments and transfers hereunder shall be deemed for all purposes to comply with Section 12.04 of the Credit Agreement.

Section 6. Miscellaneous.

6.1 Confirmation. Any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as modified hereby, remain in full force and effect following the effectiveness of this Fifteenth Amendment.

6.2 Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and acknowledges, renews and extends its respective continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (b) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the terms of this Fifteenth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) no Material Adverse Effect has occurred.

6.3 Loan Document. This Fifteenth Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

6.4 Counterparts. This Fifteenth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifteenth Amendment by facsimile transmission or via .pdf shall be effective as delivery of a manually executed counterpart hereof.

8

6.5 NO ORAL AGREEMENT. THIS FIFTEENTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO ADMINISTRATIVE AGENT CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS FIFTEENTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6 GOVERNING LAW. THIS FIFTEENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

6.7 FATCA. From and after the Fifteenth Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Fifteenth Amendment as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

6.8 RELEASE. EACH OF THE PARENT AND ITS SUBSIDIARIES (IN ITS OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER (COLLECTIVELY, THE “CREDIT PARTIES”), ANY OF ANY CREDIT PARTY’S AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “LENDER-RELATED PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE SECURED OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE CREDIT PARTIES. IN PARTIAL CONSIDERATION FOR THE

9

AGREEMENT OF ADMINISTRATIVE AGENT AND LENDERS PARTY HERETO TO ENTER INTO THIS FIFTEENTH AMENDMENT, EACH OF THE PARENT AND ITS SUBSIDIARIES HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE THE LENDER-RELATED PARTIES FOR, ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS, WHICH THE PARENT OR ANY SUBSIDIARY NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY THE PARENT OR ANY SUBSIDIARY AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY THE PARENT OR ANY SUBSIDIARY IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES.

6.9 Payment of Expenses. The Borrower agrees to pay or reimburse Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Fifteenth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to Administrative Agent.

6.10 Severability. Any provision of this Fifteenth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.11 Successors and Assigns. This Fifteenth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[SIGNATURES BEGIN NEXT PAGE]

10

IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Amendment to be duly executed as of the date first written above.

BORROWER:	PETROQUEST ENERGY, L.L.C.
	J. Bond Clement
	J. Bond Clement
	Executive Vice President, Chief Financial Officer and Treasurer
PARENT:	PETROQUEST ENERGY, INC.
	J. Bond Clement
	J. Bond Clement
	Executive Vice President, Chief Financial Officer and Treasurer
GUARANTOR:	TDC ENERGY LLC
	J. Bond Clement
	J. Bond Clement
	Executive Vice President, Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

ADMINISTRATIVE AGENT: AND REMAINING LENDER	JPMORGAN CHASE BANK, N.A. individually, as a Lender, as Administrative Agent and as Issuing Bank
	By:	/s/ Darren Vanek
	Name:	Darren Vanek
	Title:	Executive Director

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EXITING LENDER:	WELLS FARGO BANK, N.A.
	By:	/s/ Matt Turner
	Name:	Matt Turner
	Title:	Vice President

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EXITING LENDER:	CAPITAL ONE, NATIONAL ASSOCIATION
	By:	/s/ Matthew Molero
	Name:	Matthew Molero
	Title:	Senior Vice President

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EXITING LENDER:	IBERIABANK
	By:	/s/ W. Bryan Chapman
	Name:	W. Bryan Chapman
	Title:	Executive Vice President

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EXITING LENDER:	BANK OF AMERICA, N.A.
	By:	/s/ Raza Jafferi
	Name:	Raza Jafferi
	Title:	Vice President

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EXITING LENDER:	THE BANK OF NOVA SCOTIA
	By:	/s/ Alan Dawson
	Name:	Alan Dawson
	Title:	Director

[SIGNATURE PAGE TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Name of Lender	Applicable Percentage			Maximum Credit Amount
JPMorgan Chase Bank, N.A.		100.00	%	$	170,000,000.00
TOTAL		100.00	%	$	170,000,000.00

[ANNEX I TO PETROQUEST FIFTEENTH AMENDMENT AND MASTER ASSIGNMENT]

EX-99.1

Exhibit 99.1

NEWS RELEASE

PETROQUEST ENERGY ANNOUNCES PRIVATE EXCHANGE OFFERS AND CONSENT SOLICITATION AND ENTRY INTO COMMITMENT LETTER FOR FOUR YEAR $50 MILLION TERM LOAN FACILITY

LAFAYETTE, LA – August 25, 2016—PetroQuest Energy, Inc. (NYSE: PQ) announced today that it is commencing private exchange offers (the “Exchange Offers”) and a consent solicitation (the “Consent Solicitation”) to Eligible Holders (as defined below) for its outstanding 10% Senior Notes due 2017 (CUSIP No. 716748 AA6) (the “2017 Notes”) and its outstanding 10% Second Lien Senior Secured Notes due 2021 (CUSIP 716748 AE8 / U7167U AB0) (the “2021 Notes” and together with the 2017 Notes, the “Old Notes”) for up to (i) $280.295 million aggregate principal amount of its newly issued 10% Second Lien Senior Secured PIK Notes due 2021 (the “New Notes”), and (ii) 3,517,000 shares of its common stock (the “Shares”). The New Notes will have substantially identical terms to the 2021 Notes, except that the interest on the New Notes may be paid, at the option of the Company, at the rate of 1.00% per annum in cash and 9.00% per annum in kind (“PIK Interest”) for the first three (3) interest payments after issuance and is otherwise payable in cash at the rate of 10% per annum.

In connection with the Exchange Offers and Consent Solicitation, the Company entered into a commitment letter (the “Commitment Letter”) providing the Company with a commitment for a four-year multi-draw term loan facility in the aggregate principal amount of $50 million (the “Commitment Facility”), subject to certain conditions precedent, including approval by the Company’s board of directors and the successful consummation of the Exchange Offers and Consent Solicitation whereby at least 87% of the total outstanding aggregate principal amount of the Old Notes exchange for New Notes. The Commitment Letter expires if the Commitment Facility does not close on or before 11:59 p.m. (Pacific Standard Time) on October 21, 2016. The Company expects that the Commitment Facility will be secured by a first priority and perfected lien and security interest on substantially all of its, and certain of its subsidiary guarantors’, property and will replace the Company’s existing first lien bank credit facility, under which the Company’s borrowing base is currently $0.

The Exchange Offers and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”) and related letter of transmittal and consent (the “Letter of Transmittal”), each dated August 25, 2016. PetroQuest has entered into support agreements with certain institutional holders, representing approximately 79% of the total aggregate principal amount of the Old Notes and who have participated in recent exchange transactions, in favor of the Exchange Offers and Consent Solicitation, which support agreements will not become effective until support agreements have been executed by holders that collectively hold no less than 87% of the total aggregate principal amount of the Old Notes.

The Exchange Offers and Consent Solicitation will expire at 11:59 p.m., New York City time, on September 22, 2016, unless extended (such date and time, as the same may be extended, the “Expiration Date”). For each $1,000 principal amount of Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on September 8, 2016 (as it may be extended, the “Early Tender Date”), Eligible Holders will be eligible to receive the “Total Exchange Consideration” set forth in the table below, which includes the “Early Tender Premium.” For each $1,000 in principal amount of the Old Notes validly tendered after the Early Tender Date, Eligible Holders will be eligible to receive only the “Exchange Consideration” set forth in the table below.

The following table sets forth the exchange consideration for the Old Notes:

Title/CUSIP Number of Old Notes	Maturity Date	Aggregate Principal Amount Outstanding	Exchange Consideration(1)	Early Tender Premium(1)	Total Exchange Consideration(1)(2)
10% Senior Notes due 2017 / 716748 AA6	September 1, 2017	$135.6 million	$1,000 principal amount of New Notes	Portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date, rounded down to the nearest whole share(3)	$1,000 principal amount of New Notes and portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date(3)
10% Second Lien Senior Secured Notes due 2021 / 716748 AE8 / U7167U AB0	February 15, 2021	$144.7 million	$1,000 principal amount of New Notes	Portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date, rounded down to the nearest whole share(3)	$1,000 principal amount of New Notes and portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date(3)

(1) For each $1,000 principal amount of Old Notes accepted for exchange.

(2) Includes Early Tender Premium.

(3) Assuming the valid tender (without valid withdrawal) of 100% of the total combined outstanding aggregate principal amount of the Old Notes prior to the Early Tender Date, each Eligible Holder would receive approximately 12.547495 shares of common stock for each $1,000 principal amount of Old Notes accepted for exchange, with the total aggregate amount of shares of common stock received by each such Eligible Holder rounded down to the nearest whole share. Assuming the valid tender (without valid withdrawal) of 90% of the total combined outstanding aggregate principal amount of the Old Notes prior to the Early Tender Date, each Eligible Holder would receive approximately 13.941661 shares of common stock for each $1,000 principal amount of Old Notes accepted for exchange, with the total aggregate amount of Shares of common stock received by each such Eligible Holder rounded down to the nearest whole share.

The New Notes will be fully and unconditionally guaranteed by certain subsidiaries of the Company. The New Notes will be secured equally and ratably with 2021 Notes not tendered and accepted for exchange in the Exchange Offers by second-priority liens on certain of the Company’s and the guarantors’ assets that secure indebtedness, including under the Company’s existing first lien secured bank credit facility. 2017 Notes that remain outstanding after the Exchange Offers and Consent Solicitation will be effectively subordinated to the New Notes to the extent of the value of the collateral for the New Notes.

In the Consent Solicitation, the Company is soliciting consents (the “Consents”) from holders of the 2021 Notes to certain proposed amendments to the indenture governing the 2021 Notes (the “2021 Notes Indenture”) and the registration rights agreement with respect to the 2021 Notes (the “2021 Registration Rights Agreement”), which amendments, if consented to, will, among other things, amend the 2021 Notes Indenture and the 2021 Registration Rights Agreement to (i) permit the Company to increase the principal amount of the New Notes or issue additional New Notes in connection with the PIK Interest feature of the New Notes; (ii) permit the Company to use the proceeds of a senior secured credit facility to purchase or redeem the 2017 Notes that remain outstanding after the Exchange Offers; (iii) broaden the categories of potential lenders eligible to provide credit facilities to the Company; (iv) make certain modifications with respect to the percentage of secured priority debtholders required to approve certain determinations under the collateral trust agreement; (v) permit the Company and the trustee for the 2021 Notes to amend the

2021 Notes Indenture without the consent of the holders of the 2021 Notes in order to provide for the issuance of the New Notes and the payment of PIK Interest; and (vi) obtain a waiver of any and all registration rights with respect to the 2021 Notes under the 2021 Notes Registration Rights Agreement. Holders of the 2021 Notes may not tender their 2021 Notes in the Exchange Offer with respect to the 2021 Notes without delivering the related Consents and such Holders may not deliver Consents in the Consent Solicitation without tendering their 2021 Notes in the Exchange Offer with respect to the 2021 Notes. Holders may revoke their Consents only by validly withdrawing the previously tendered 2021 Notes to which such Consents relate.

The closing of the Exchange Offers and Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of conditions set out in the Offering Memorandum and Letter of Transmittal, including, among other things, the valid tender (without valid withdrawal) of at least 90% of the total combined outstanding aggregate principal amount of the 2017 Notes and the 2021 Notes, subject to the Company’s right to amend or terminate the Exchange Offers and Consent Solicitation prior to the Expiration Date. Tenders of Old Notes may be validly withdrawn at any time on or prior to 5:00 p.m., New York City time, on September 8, 2016, but not thereafter unless that date is extended by the Company or required by law.

The New Notes and the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction. The New Notes and the Shares may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will be made, and the New Notes and the Shares are being offered and will be issued, only to holders of Old Notes (1) in the United States, who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, who are persons other than U.S. persons as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act. The complete terms and conditions of the Exchanges Offer and Consent Solicitation, as well as the terms of the New Notes and the Shares, are described in the Offering Memorandum and Letter of Transmittal, copies of which may be obtained by “Eligible Holders” by contacting D.F. King & Co., Inc., the information agent for the Exchange Offers and Consent Solicitation, at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or (800) 848-3409 (toll free) or via the following website: http://www.dfking.com/petroquest.

This news release does not constitute an offer to purchase the New Notes or the Shares or a solicitation of Consents to amend the 2021 Notes Indenture or the 2021 Registration Rights Agreement. The Exchange Offers and Consent Solicitation are made solely pursuant to the Offering Memorandum and Letter of Transmittal. The Exchange Offers and Consent Solicitation are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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 East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest’s common stock trades on the New York Stock Exchange under the ticker PQ.

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

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 the Company 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 the timing of the settlement and the size of the Exchange Offers and Consent Solicitation; our ability to successfully close the Commitment Facility or receive any proceeds from draws thereunder; the volatility of oil and natural gas prices and significantly depressed oil prices since the end of 2014; our indebtedness and the significant amount of cash required to service our indebtedness; our ability to improve our liquidity position and refinance or restructure our indebtedness, including our remaining 2017 Notes; the potential need to sell assets or seek bankruptcy protection; our estimate of the sufficiency of our existing capital sources, including availability under our bank credit facility and the result of any borrowing base redetermination; our ability to post additional collateral to satisfy our offshore decommissioning obligations; our ability to hedge future production to reduce our exposure to price volatility in the current commodity pricing market; ceiling test write-downs resulting, and that could result in the future, from lower oil and natural gas prices; our ability to raise additional capital to fund cash requirements for future operations; limits on our growth and our ability to finance our operations, fund our capital needs and respond to changing conditions imposed by our bank credit facility and restrictive debt covenants; our ability to find, develop and produce oil and natural gas reserves that are economically recoverable and to replace reserves and sustain production; approximately 50% 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 stock price; and our ability to meet the continued listing standards of the New York Stock Exchange with respect to our common stock or to cure any deficiency with respect thereto. 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.