0000950129-05-005142 Sample Contracts

PetroQuest Energy, Inc. PetroQuest Energy, L.L.C. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • New York

PetroQuest Energy, Inc., a Delaware corporation, and PetroQuest Energy, L.L.C., a Louisiana limited liability company, (each an “Issuer”, and together, the “Issuers”), propose to jointly and severally issue and sell to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Raymond James & Associates, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $125,000,000 aggregate principal amount of their 10?% Senior Notes Due 2012 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the subsidiaries of PetroQuest Energy, Inc. set forth on Schedule C-1 to the Purchase Agreement (the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of May 11, 2005 (the “Indenture”) among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A. (the “Trustee”). As an inducement to t

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SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 11th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated May 9, 2005, by and among PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company (“Borrower”); PETROQUEST ENERGY, INC., a Delaware corporation (“PEI” ); PITTRANS, INC., an Oklahoma corporation (“Pittrans,”); TDC ENERGY, LLC (f/k/a TDC ACQUISITION SUB LLC), a Louisiana limited liability company (“TDC Energy,” who along with PEI and Pittrans are, or will become, a “Guarantor”); JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, N.A. (Main Office Chicago)) (individually as a lender and as agent, “Agent”) and the financial institutions set forth on the signature pages hereto, (“Lenders”).

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