0000950129-05-006315 Sample Contracts

PetroQuest Energy, Inc. PetroQuest Energy, L.L.C. 10-3/8% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • June 17th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • New York

• Contract Type
  Registration Rights Agreement
• Filed
  June 17th, 2005
• Company
  Petroquest Energy Inc
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  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 (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated as of June 17, 2005 (the “Purchase Agreement”), $25,000,000 aggregate principal amount of their 10-3/8% 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 as additional securities 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 the Initial Purchaser, the Company agrees with the

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Credit Agreement • June 17th, 2005 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas

• Contract Type
  Credit Agreement
• Filed
  June 17th, 2005
• Company
  Petroquest Energy Inc
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Texas

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated June 17, 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”).