Third Amendment to Second Amended & Restated Senior Revolving Credit Agreement



 Exhibit 10.2 
 THIRD AMENDMENT 
 TO 
 SECOND AMENDED AND RESTATED 
 SENIOR REVOLVING CREDIT AGREEMENT 

among 
 PETROHAWK ENERGY
CORPORATION, 
 as the Borrower, 
 BNP PARIBAS, 
 as Administrative Agent, 
 BANK OF AMERICA, N.A. and 
 BMO CAPITAL MARKETS FINANCING, INC.,

 as Co-Syndication Agents, 
 JPMORGAN CHASE BANK, N.A., 
 WELLS FARGO BANK, N.A. and 
 FORTIS CAPITAL CORP. 
 as Co-Documentation Agents, 
 and 
 THE LENDERS PARTY HERETO 

 Effective as of July 25, 2007 







 THIRD AMENDMENT TO 
 SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT 
 This THIRD AMENDMENT TO SECOND
AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Third Amendment”) executed effective as of July 25, 2007 (the “Third Amendment Effective Date”) is among PETROHAWK ENERGY CORPORATION, a corporation
duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Guarantors signatory hereto (the “Guarantors”); each of the Lenders from time to time party hereto; BNP PARIBAS (in its
individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and BMO Capital
Markets Financing, Inc., as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agents”); and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Fortis
Capital Corp. as co-documentation agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Documentation Agents”). 
 Recitals 
 A. The Borrower, the Administrative Agent, the other Agents and Lenders
named and defined therein as lenders and agents, are parties to that certain Second Amended and Restated Senior Revolving Credit Agreement dated as of July 12, 2006, as amended by the First Amendment to Second Amended and Restated Senior
Revolving Credit Agreement, dated as of July 24, 2006 and the Second Amendment to Second Amended and Restated Senior Revolving Credit Agreement, dated as of May 8, 2007, pursuant to which such lenders and agents provided certain loans and
extensions of credit to the Borrower (as amended, the “Credit Agreement”). 
 B. The Administrative Agent has requested, and
the Borrower, the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and Lenders have agreed to amend certain provisions of the Credit Agreement. 
 C. NOW, THEREFORE, in consideration of the premises 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 which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Third Amendment refer to
sections in the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 
 2.1 Certain Defined Terms. The following defined terms in Section 1.02 are hereby amended and restated in their entirety as follows:

 “Agreement” means this Second Amended and Restated Senior Revolving Credit Agreement, as amended by the First Amendment to
Second Amended and Restated Senior Revolving Credit Agreement, dated as of July 24, 2006, the Second Amendment to Second Amended and Restated Senior Revolving Credit 

  

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Agreement, dated as of May 8, 2007, and the Third Amendment to Second Amended and Restated Senior Revolving Credit Agreement dated as of July 25,
2007, as the same may from time to time be further amended, modified, supplemented or restated. 
 2.2 Amendment to
Section 9.04(b). Section 9.04(b) is hereby amended and restated in its entirety as follows: 
 (b) Redemption of Senior
Unsecured Notes; Amendment of Senior Indentures. The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is ninety-one (91) days after the 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 Unsecured Notes; provided that the Borrower may (A) prepay any Senior Unsecured Notes and any premiums relating thereto
with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower, (B) Redeem or otherwise repurchase the outstanding 2011 Notes that were not repurchased as part of the tender offer contemplated
in Section 6.01(n), provided that (1) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such Redemption or repurchase and (2) after giving pro forma effect to any such
Redemption or repurchase, the Borrower would have at least $100,000,000 of unused availability under the Commitments, (C) Redeem or otherwise repurchase the 2013 Notes and 2012 Notes up to a combined $375,000,000, provided that, before
and after giving pro forma effect to any such Redemption or repurchase, any concurrent Redemption or repurchase of any Senior Unsecured Notes and the Borrowing Base redetermination pursuant to Section 2.4(a) of the Third Amendment
(1) no Default or Event of Default has occurred and is continuing or would exist and (2) the Borrower would have at least $100,000,000 of unused availability under the Commitments, or (ii) amend, modify, waive or otherwise change,
consent or agree to any amendment, supplement, modification, waiver or other change to, any of the terms of the Senior Unsecured Notes or any Senior Indenture if (A) 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, or (B) such action requires the payment of a consent fee (howsoever described), provided that the foregoing
shall not prohibit the execution of supplemental indentures to add guarantors if required by the terms of any Senior Indenture provided such Person complies with Section 8.14(b). 
 2.3 Borrowing Base. 
 (a) Repayment
of Notes. If the Borrower from time to time Redeems or prepays any of the 2012 Notes or 2013 Notes pursuant to Section 9.04(b)(i)(C), then the Borrowing Base, at the Borrower’s option, shall be increased by $100 for every $275 of the
2012 Notes or 2013 Notes so redeemed or repurchased. 
  

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 (b) Fees. For any and all increases in the Borrowing Base pursuant to Section 2.3(a) of this
Third Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender then party to the Agreement, ratably in accordance with its Applicable Percentage, a Borrowing Base increase fee equal to 0.2% on the amount of
any increase of the Borrowing Base over the highest Borrowing Base previously in effect, payable on the effective date of any such increase to the Borrowing Base. 
 Section 3. Conditions Precedent. The effectiveness of this Third Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided
in this Section 3, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance: 
 3.1 The
Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder. 
 3.2 The Administrative Agent shall have received from the Administrative Agent, the
Required Lenders and each of the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Person. 
 3.3 No Default or Event of Default shall have occurred and be continuing as of the Third Amendment Effective Date. 
 3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.

 The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents
confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding
upon all parties to the Credit Agreement for all purposes. 
 Section 4. Representations and Warranties; Etc. The Borrower and
each Guarantor hereby affirms: (a) that as of the date of execution and delivery of this Third Amendment, and after giving effect to the transactions contemplated hereby, all of the representations and warranties contained in each Loan Document
to which it is a party are true and correct in all material respects (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this Third Amendment and to the transactions
contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents. 
 Section 5.
Miscellaneous. 
 5.1 Confirmation. The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in
full force and effect in accordance with its terms following the effectiveness of this Third Amendment. 
  

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 5.2 Ratification and Affirmation of Borrower and Guarantors. The Borrower and Guarantors hereby
expressly (a) acknowledge the terms of this Third Amendment, (b) ratify and affirm their obligations under the Loan Documents to which they are a party, (c) acknowledge, renew and extend their continued liabilities under the Guarantee
Agreement and the other Security Instruments to which they are a party and agree that their guarantee under the Guarantee Agreement and the other Security Instruments to which they are a party remains in full force and effect with respect to the
Indebtedness as amended hereby. 
 5.3 Counterparts. This Third 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. 
 5.4 No Oral Agreement. THIS WRITTEN THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. 
 5.5 Governing Law. THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
  

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

					
	 BORROWER:
	  	PETROHAWK ENERGY CORPORATION
			
		  	By:	  	/s/ Floyd C. Wilson
		  		  	Floyd C. Wilson
		  		  	President and Chief Executive Officer

  

 Third Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
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	 GUARANTORS:
	  	PETROHAWK OPERATING COMPANY
		
		  	P-H ENERGY, LLC
		
		  	RED RIVER FIELD SERVICES, L.L.C.
		
		  	PETROHAWK PROPERTIES, LP
		  		  	By:	  	P-H Energy, L.L.C.
		  		  		  	Its General Partner
		
		  	WINWELL RESOURCES, INC.
		
		  	WSF, INC.
		
		  	KSC RESOURCES, INC.
		
		  	KCS ENERGY SERVICES, INC.
		
		  	MEDALLION CALIFORNIA PROPERTIES COMPANY
		
		  	PROLIQ, INC.
			
		  	By:	  	/s/ Floyd C. Wilson
		  	Name:	  	Floyd C. Wilson
		  	Title:	  	President and Chief Executive Officer

  

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		 	PETROHAWK HOLDINGS, LLC
			
		 	 By:
	  	/s/ Connie D. Tatum
		 		  	Connie D. Tatum
		 		  	President

  

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	 ADMINISTRATIVE AGENT:
	  	BNP PARIBAS,
		  	as Administrative Agent and Lender
			
		  	By:	  	 /s/ Robert Long

		  	Name:	  	Robert Long
		  	Title:	  	Vice President
			
		  	By:	  	 /s/ Russell Otts

		  	Name:	  	Russell Otts
		  	Title:	  	Vice President

  

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	 CO-SYNDICATION AGENT:
	  	BANK OF AMERICA, N.A., as Co-Syndication
		  	Agent and Lender
			
		  	By:	  	 /s/ Jeffrey H. Rathkamp

		  	Name:	  	Jeffrey H. Rathkamp
		  	Title:	  	Managing Director

  

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	CO-SYNDICATION AGENT:	  	BMO CAPITAL MARKETS FINANCING, INC., as
Co-Syndication Agent and Lender
			
		  	By:	  	 /s/ James V. Ducote

		  	Name:	  	James V. Ducote
		  	Title:	  	Director

  

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	CO-DOCUMENTATION AGENT:	  	 JPMORGAN CHASE BANK, N.A., as
 Co-Documentation Agent and Lender

			
		  	By:	  	 /s/ Elizabeth Pavlas

		  	Name:	  	Elizabeth Pavlas
		  	Title:	  	Vice President

  

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	CO-DOCUMENTATION AGENT:	  	 WELLS FARGO BANK, N.A., as
 Co-Documentation Agent and Lender

			
		  	By:	  	 /s/ Stephanie B. Casas

		  	Name:	  	Stephanie B. Casas
		  	Title:	  	Vice President

  

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	CO-DOCUMENTATION AGENT:	 	 FORTIS CAPITAL CORP., as
 Co-Documentation Agent and Lender

			
		 	By:	 	 /s/ David Montgomery

		 	Name:	 	David Montgomery
		 	Title:	 	Senior Vice President
			
		 	By:	 	 /s/ Darrell Holley

		 	Name:	 	Darrell Holley
		 	Title:	 	Managing Director

  

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	LENDERS:	 	KEYBANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Thomas Rajan

		 	Name:	 	Thomas Rajan
		 	Title:	 	Director

  

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	LENDERS:	 	ALLIED IRISH BANKS p.l.c.
			
		 	By:	 	 /s/ Aidan Lanigan

		 	Name:	 	Aidan Lanigan
		 	Title:	 	Vice President
			
		 	By:	 	 /s/ Robert F. Moyle

		 	Name:	 	Robert F. Moyle
		 	Title:	 	Senior Vice President

  

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	LENDERS:	 	AMEGY BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ W. Bryan Chapman

		 	Name:	 	W. Bryan Chapman
		 	Title:	 	Senior Vice President, Manager – Energy Lending

  

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	LENDERS:	 	FORTIS CAPITAL CORP.
			
		 	By:	 	 /s/ David Montgomery

		 	Name:	 	David Montgomery
		 	Title:	 	Senior Vice President
			
		 	By:	 	 /s/ Darrell Holley

		 	Name:	 	Darrell Holley
		 	Title:	 	Managing Director

  

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	LENDERS:	 	SUNTRUST BANK
			
		 	By:	 	 /s/ Sean M. Roche

		 	Name:	 	Sean M. Roche
		 	Title:	 	Vice President

  

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	LENDERS:	 	BANK OF TEXAS, N.A.
			
		 	By:	 	 /s/ Mari Salazar

		 	Name:	 	Mari Salazar
		 	Title:	 	Assistant Vice President

  

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	LENDERS:	 	U.S. BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Monte E. Deckerd

		 	Name:	 	Monte E. Deckerd
		 	Title:	 	Vice President

  

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	LENDERS:	 	COMERICA BANK
			
		 	By:	 	 /s/ Huma Manal

		 	Name:	 	Huma Manal
		 	Title:	 	Vice President

  

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	LENDERS:	 	COMPASS BANK
			
		 	By:	 	 /s/ Dorothy Marchand

		 	Name:	 	Dorothy Marchand
		 	Title:	 	Senior Vice President

  

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	LENDERS:	 	STERLING BANK
			
		 	By:	 	 /s/ Jeff A. Forbis

		 	Name:	 	Jeff A. Forbis
		 	Title:	 	Senior Vice President

  

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