Item 1.01.
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Entry into a Material Definitive Agreement.
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Forbearance Agreement under Multidraw Term Loan Agreement
Effective as of September 14, 2018, PetroQuest Energy, Inc. (the
Company
) and certain of its subsidiaries entered into
a Forbearance Agreement (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 Companys 10% Second Lien Secured Senior Notes due 2021 (the
2021 Notes
) and the Companys 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.
The Loan Forbearance Agreement is effective from September 14, 2018 until the earlier to occur of (i) 11:59 p.m. Eastern time
on September 28, 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 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.
Forbearance Agreements under 2021 Notes and 2021 PIK Notes Indentures
Effective as of September 14, 2018, the Company and certain of its subsidiaries entered into (i) a Forbearance Agreement (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 (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, until the earlier of (i) 11:59 p.m. Eastern time on
September 28, 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