exv10w2



 






EXHIBIT 10.2




Second Amendment




to




Amended and Restated Second Lien Term Loan Agreement




among




Petrohawk Energy Corporation,

as the Borrower,




BNP Paribas,

as Administrative Agent,




and




The Lenders Party Hereto




Effective as of January 27, 2006





 









 








Second Amendment to

Amended and Restated Second Lien Term Loan Agreement




     This Second Amendment to Amended and Restated Second Lien Term Loan Agreement (this
“Second Amendment”) executed effective as of the 27th of January, 2006 (the “Second
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; and 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”).



Recitals




     A. The Borrower, the Administrative Agent and Lenders named and defined therein as lenders and
agents, are parties to that certain Amended and Restated Second Lien Term Loan Agreement dated as
of July 28, 2005, pursuant to which such lenders and agents provided certain loans and extensions
of credit to the Borrower (such agreement, as amended by that certain First Amendment to Amended
and Restated Second Lien Term Loan Agreement dated as of November 16, 2005 and as renewed,
extended, amended or restated from time to time, the “Credit Agreement”).



     B. The Administrative Agent has requested, and the Borrower, the Administrative Agent 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 Second Amendment, shall have the meaning ascribed such
term in the Credit Agreement. Unless otherwise indicated, all section references in this Second
Amendment refer to sections in the Credit Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Certain Defined Terms. Section 1.02 is hereby amended by amending or adding the
following defined terms:



     (a) Asset Purchase Agreement. The definition of “Asset Purchase Agreement” is
hereby added where alphabetically appropriate, which definition reads in its entirety as follows:




“ ‘Asset Purchase Agreement’ means that certain Asset Purchase Agreement
dated as of December 14, 2005 among Redley Company, Burris Run Company, Red Clay
Minerals, as sellers, and Borrower, as purchaser as amended by that



Page 2









 







certain First Amendment to Asset Purchase Agreement dated as of December 14, 2005
among Redley Company, Burris Run Company, Red Clay Minerals, as sellers, and
Borrower, as purchaser.”



     (b) Acquisition Properties. The definition of “Acquisition Properties” is
hereby added where alphabetically appropriate, which definition reads in its entirety as follows:




“ ‘Acquisition Properties’ means the Oil and Gas Properties acquired by
Borrower or its Subsidiaries pursuant to the Asset Purchase Agreement.”




(c) Existing Lender. The definition of “Existing Lender” is hereby
added where alphabetically appropriate, which definition reads in its entirety as
follows:



     “ ‘Existing Lender’ means a Lender having an outstanding Loan under the Credit
Agreement prior to the Second Amendment Effective Date.”



     (d) Second Amendment. The definitions of “Second Amendment” and “Second
Amendment Effective Date” are hereby added where alphabetically appropriate, which definitions
read in their entirety as follows:




“ ‘Second Amendment’ means that certain Second Amendment to Amended and
Restated Second Lien Term Loan Agreement dated as of January 27, 2006 among the
Borrower, the Guarantors, the Administrative Agent and the Lenders.




‘Second Amendment Effective Date’ means the date on which the
conditions specified in Section 5 of the Second Amendment are satisfied (or waived
in accordance with Section 12.02).”



     (e) Guarantors. The definition of “Guarantors” is hereby amended and restated
in its entirety to read as follows:




“ ‘Guarantors’ means, collectively:



     (a) as of the Effective Date, each of the following:




	 	•	 	Petrohawk Operating Company, a Texas corporation;
	 
	 	•	 	P-H Energy, LLC, a Texas limited liability company;
	 
	 	•	 	Petrohawk Holdings, LLC, a Delaware limited liability company;
	 
	 	•	 	Red River Field Services, L.L.C., an Oklahoma limited liability company;
	 
	 	•	 	Petrohawk Properties, LP, a Texas limited partnership;
	 
	 	•	 	Winwell Resources, Inc., a Louisiana corporation;




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	 	•	 	WSF, Inc., a Louisiana corporation; and






(b) each other Material Domestic Subsidiary or other Domestic Subsidiary that
guarantees the Indebtedness pursuant to Section 8.14(b).”



     (f) Incremental Loans and Incremental Lenders. The definitions of “Incremental
Commitment”, “Incremental Lender” and “Incremental Loans” are hereby added
where alphabetically appropriate, which definitions read in their entirety as follows:




“ ‘Incremental Commitment’ means, as to any Incremental Lender, the
obligation of such Incremental Lender to make an Incremental Loan to the Borrower in
a principal amount equal to the amount set forth opposite such Incremental Lender’s
name on Annex I-A. The aggregate amount of the Incremental Commitments is
$75,000,000 as of the Second Amendment Effective Date.”




“ ‘Incremental Lender’ means any Lender that has agreed to make an
Incremental Loan in an amount equal to such Incremental Lender’s Incremental
Commitment.”




“ ‘Incremental Loan’ means a term Loan made on the Second Amendment
Effective Date by an Incremental Lender pursuant to the second paragraph of Section
2.01.”



     (g) Senior Revolving Credit Agreement. The definition of “Senior Revolving Credit
Agreement” is hereby amended and restated in its entirety to read as follows:




“ ‘Senior Revolving Credit Agreement’ means that certain Amended and
Restated Senior Revolving Credit Agreement as amended and restated on the Effective
Date and subsequently amended, among the Borrower, BNP Paribas, as administrative
agent for the revolving lenders party thereto and the other agents and revolving
lenders from time to time parties thereto and any “Loan Documents” (as defined
therein) executed in connection therewith, in each case, as hereafter amended or
supplemented from time to time, subject to Section 9.03(e) and Section 9.02(i).”



     (h) Stock Purchase Agreement. The definition of “Stock Purchase Agreement” is
hereby added where alphabetically appropriate, which definition reads in its entirety as follows:




“ ‘Stock Purchase Agreement’ means that certain Stock Purchase Agreement
dated as of December 14, 2005 among Winwell, the shareholders of Winwell and the
Borrower.”



     (i) Total Reserve Value. The definition of “Total Reserve Value” is hereby
amended and restated in its entirety to read as follows:



Page 4









 






“ ‘Total Reserve Value’ means at any time the PV attributable to Proved
Reserves as most recently determined and certified to the Lenders in accordance with
Section 2.08, as the same may be adjusted from time to time pursuant to Section
8.13(b) or Section 9.13(e) and further adjusted, if necessary, to exclude a portion
of reserves other than Proved Developed Producing Reserves such that not less than
70% of Total Reserve Value is attributable to the PV of Proved Developed Producing
Reserves.”



     (j) Winwell. The definition of “Winwell” is hereby added where alphabetically
appropriate, which definition reads in its entirety as follows:




“ ‘Winwell’ means Winwell Resources, Inc., a Louisiana corporation.”



     (k) Winwell Acquisition. The definition of “Winwell Acquisition” is hereby
added where alphabetically appropriate, which definition reads in its entirety as follows:




“ ‘Winwell Acquisition’ means the transaction whereby the Borrower will
purchase all of the issued and outstanding capital stock of Winwell pursuant to the
Stock Purchase Agreement.”



     (l) Winwell Properties. The definition of “Winwell Properties” is hereby
added where alphabetically appropriate, which definition reads in its entirety as follows:




“ ‘Winwell Properties’ means the Oil and Gas Properties acquired by the
Borrower or its Subsidiaries as a result of the Winwell Acquisition.”



     2.2 Amendment to Section 2.01. Section 2.01 is hereby amended and restated in its
entirety as follows:



     “Section 2.01 Term Loans. On the Second Amendment Effective Date, each Incremental
Lender severally agrees, on the terms and conditions hereof, to make an Incremental Loan to the
Borrower in an amount equal to such Incremental Lender’s Incremental Commitment. The Commitments
are not revolving in nature, and amounts repaid or prepaid may not be reborrowed under any
circumstance.”



     2.3 Amendment to Section 2.04(a). Section 2.04(a) is hereby amended by deleting the
number $200,000,000 in clause (a)(ii) thereof and inserting the number $300,000,000 in lieu
thereof.



     2.4 Amendment to Section 3.04(a)(ii). Section 3.04(a)(ii) is hereby amended by
substituting the word “first” for the word “second”.



     2.5 Amendment Section 7.22. Section 7.22 is hereby amended and restated in its
entirety as follows:



Page 5









 





     “Section 7.22 Use of Proceeds. The proceeds of the Loans shall be used to provide
working capital for exploration and production operations, to provide funding in connection with
the acquisition of additional Oil and Gas Properties, subject to Section 9.05, to provide funding
in connection with the acquisition of Equity Interests in Persons owning Oil and Gas Properties and
for general corporate purposes. The Borrower and its Subsidiaries are not engaged principally, or
as one of its or their important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning
of Regulation T, U or X of the Board). No part of the proceeds of any Loan will be used for any
purpose which violates the provisions of Regulations T, U or X of the Board.”



     2.6 Amendment to Section 9.02(i). Section 9.02(i) is hereby amended and
restated in its entirety as follows:



     “(i) Debt now or hereafter outstanding under the Senior Revolving Credit Agreement
(and any guaranties thereof by the Guarantors), provided that (A) the aggregate principal
amount of the Senior Revolving Credit Agreement shall not exceed $600,000,000, (B) no part
of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated
in right or payment to any other Debt for principal owing under the Senior Revolving Credit
Agreement, and (C) at the time each such item of Debt is incurred (1) the aggregate amount
thereof does not exceed the Borrowing Base then in effect under the Senior Revolving Credit
Agreement (or, if such “Borrowing Base” ever ceases to exist or diverges materially from a
conventional commercial bank borrowing base, does not exceed a conventional commercial bank
borrowing base), and (2) after giving effect to the incurrence of such Debt, no Default or
Event of Default then exists under Section 9.01.”



     2.7 Amendment to Section 9.04(a). Section 9.04(a) is hereby amended to delete the
word “and” before clause (vi) and to delete the “.” at the end of clause (vi) and insert in lieu
thereof the following:



     “and (vii) the Borrower may acquire up to 3,322,441 shares of its common stock from EnCap
Investments, L.P. and its Affiliates with the Net Cash Proceeds of the substantially concurrent
sale of shares of its common Equity Interests, provided that the aggregate consideration paid for
all acquisitions under this clause (vii) shall not exceed an amount equal to such Net Cash Proceeds
less $100,000,000.”



     2.8 Amendment to Annex I. Annex I is hereby amended to add the Incremental
Commitments as set forth in the attached Annex I-A.



     2.9 Amendment to Exhibit F-1. Exhibit F-1 is hereby amended to add as Security
Instruments the documents set forth in the attached exhibit.



     2.10 Amendment to Schedule 7.15. Schedule 7.15 is hereby amended and restated in its
entirety as set forth in the attached schedule.



     Section 3. Annex II. Annex II is hereby amended as follows:



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     3.1 Defined Terms. Section 1.17 is hereby amended by amending or adding the following
defined terms:



     (a) Senior Indebtedness. The definition of Senior Indebtedness is hereby amended and
restated in its entirety to read as follows:



     “ ‘Senior Indebtedness’ means and includes (a) all principal indebtedness for loans
now outstanding or hereafter incurred, and all letter of credit reimbursement obligations now
existing or hereafter arising, under the Senior Revolving Credit Agreement, provided that the
aggregate outstanding principal amount of Senior Indebtedness under this clause (a) shall not
exceed $600,000,000 at any time, and provided further, that if the aggregate principal amount of
Senior Indebtedness (constituting principal and letter of credit reimbursement obligations) shall
exceed $600,000,000, then the subordination of the Term Notes, if any, as contemplated by Annex II
to the Senior Indebtedness of $600,000,000 or less shall not be impaired, (b) all amounts now or
hereafter owing to any of the Senior Revolving Lenders or any of their Affiliates under any
Eligible Swap Agreement, (c) all interest accruing on the Senior Indebtedness described in the
preceding clauses (a) and (b), and (d) all other monetary obligations (whether now outstanding or
hereafter incurred) for which the Borrower or any Guarantor is responsible or liable as obligor,
guarantor or otherwise under or pursuant to any of the Senior Revolving Documents including,
without limitation, all fees, penalties, yield protections, breakage costs, damages,
indemnification obligations, reimbursement obligations, and expenses (including, without
limitation, fees and expenses of counsel to the Senior Indebtedness Representative and the Senior
Revolving Lenders) together with interest on the foregoing to the extent provided for in the Senior
Revolving Documents. The interest described in the preceding clause (c) and the premiums and
penalties described in the preceding clause (d) include, without limitation, all interest accruing
after the commencement of any Insolvency Proceeding under the terms of the Senior Revolving
Documents whether or not such interest constitutes an allowed claim in any such Insolvency
Proceeding.”



     (b) Senior Revolving Credit Agreement. The definition of Senior Revolving Credit
Agreement is hereby amended and restated in its entirety to read as follows:



     “ ‘Senior Revolving Credit Agreement’ means that certain Amended and Restated Senior
Revolving Credit Agreement as amended and restated on July 28, 2005 and subsequently amended by
that certain First Amendment to Amended and Restated Senior Revolving Credit Agreement and that
certain Second Amendment to Amended and Restated Senior Revolving Credit Agreement, among the
Borrower, BNP Paribas, as administrative agent and the financial institutions listed therein from
time to time as Senior Revolving Lenders, as from time to time renewed, extended, amended,
supplemented, or restated, and any agreements representing the refinancing, replacement, or
substitution in whole or in part of the revolving credit loans and letter of credit liabilities
made or incurred under such Senior Revolving Credit Agreement.”



     (c) Term Loan Agreement. The definition of Term Loan Agreement is hereby amended and
restated in its entirety to read as follows:



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     “ ‘Term Loan Agreement’ means that certain Amended and Restated Second Lien Term Loan
Agreement dated as of the July 28, 2005 and subsequently amended by that certain First Amendment to
Amended and Restated Second Lien Term Loan Agreement and the Second Amendment, among the Borrower,
BNP Paribas, as administrative agent and the financial institutions listed therein from time to
time as Term Lenders, as from time to time renewed, extended, amended, supplemented, or restated,
and any agreements representing the refinancing, replacement, or substitution in whole or in part
of the loans made or incurred under such Term Loan Agreement.”



     Section 4. Waivers and Consents.



     4.1 Winwell Acquisition. The Borrower has informed the Administrative Agent and the
Lenders of the Borrower’s intent to acquire Winwell pursuant to the Stock Purchase Agreement. The
Borrower has further informed the Administrative Agent and the Lenders that the Winwell Acquisition
will violate Section 9.05. The Borrower has requested that the Lenders waive, and the Lenders do
hereby waive, the prohibition contained in Section 9.05 that the Borrower not, and will not permit
any Restricted Subsidiary to, make or permit to remain outstanding any Investments in or to any
Person. Except as expressly waived herein, all covenants, obligations and agreements of the
Borrower and the Guarantors contained in the Credit Agreement and the other Loan Documents shall
remain in full force and effect in accordance with their terms.



     4.2 Senior Revolving Credit Agreement. The Borrower has requested that the Maximum
Credit Amounts under the Senior Revolving Credit Agreement be increased to $600,000,000.00. The
Lenders hereby approve the increase in the Maximum Credit Amounts under the Senior Revolving Credit
Agreement as evidenced by amending the definition of “Senior Indebtedness” in Annex II.



     4.3 Asset Purchase Agreement and Stock Purchase Agreement.



     (a) The copies of the Asset Purchase Agreement and the Stock Purchase Agreement delivered by
the Borrower to the Administrative Agent are true, accurate and complete and have not been amended
or modified in any manner, other than pursuant to amendments or modifications previously delivered
to the Administrative Agent. No party to any such document is in default in respect of any
material term or obligation thereunder.



     (b) In the event that after the Effective Date: any matter being disputed in accordance with
the terms of the Asset Purchase Agreement or the Stock Purchase Agreement is resolved, the purchase
price is adjusted by an amount greater than $750,000 or the Borrower and the seller(s) calculate
and agree upon the “final adjustment statement” or “closing adjustment statement” as contemplated
thereby, then, in each such case, the Borrower shall promptly give the Administrative Agent notice
in reasonable detail of such circumstances.



     (c) The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or
supplement either the Asset Purchase Agreement or the Stock Purchase Agreement if the effect
thereof could reasonably be expected to have a Material Adverse Effect (and provided



Page 8









 







that the Borrower promptly furnishes to the Administrative Agent a copy of such amendment,
modification or supplement).



     Section 5. Conditions Precedent. The effectiveness of this Second Amendment and the
obligations of the Incremental Lenders to make the Incremental Loans is subject to the receipt by
the Administrative Agent of the following documents and satisfaction of the other conditions
provided in this Section 5, each of which shall be reasonably satisfactory to the Administrative
Agent in form and substance:



     5.1 The Administrative Agent, the Arranger and the Lenders shall have received all fees and
other amounts due and payable on or prior to the Second 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, including an amendment fee to each Existing Lender which
approves this Second Amendment prior to the close of business in Houston, Texas on January 27, 2006
equal to 0.25% of the principal amount of its outstanding Loan as of the day immediately preceding
the Second Amendment Effective Date.



     5.2 The Administrative Agent shall have received multiple counterparts of this Second
Amendment as requested from each Lender and the Borrower.



     5.3 The Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of its board
of directors or other authorized body with respect to the authorization of the Borrower or such
Guarantor to execute and deliver the Loan Documents to which it is a party, to enter into the
transactions contemplated in those documents and to effectuate any corporate restructuring, (ii)
the officers of the Borrower or such Guarantor (y) who are authorized to sign the Loan Documents to
which the Borrower or such Guarantor is a party and (z) who will, until replaced by another officer
or officers duly authorized for that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with this Second Amendment, the
Loan Documents to which it is a party and the transactions contemplated hereby, (iii) specimen
signatures of such authorized officers, and (iv) that, if delivered in connection with the Credit
Agreement, that there have been no changes to the articles or certificate of incorporation and
bylaws (or other organizational documents) of the Borrower and such Guarantor since such date, or
if not delivered, such documents, certified as being true and complete. The Administrative Agent
and the Lenders may conclusively rely on such certificate until the Administrative Agent receives
notice in writing from the Borrower to the contrary.



     5.4 The Administrative Agent shall have received certificates of the appropriate State
agencies with respect to the existence, qualification and good standing of the Borrower and each
Guarantor.



     5.5 The Administrative Agent shall have received a compliance certificate which shall be
substantially in the form of Exhibit D of the Credit Agreement, duly and properly executed by a
Responsible Officer and dated as of the date of the Second Amendment Effective Date.



Page 9









 





     5.6 The Administrative Agent shall have received a certificate of a Responsible Officer of the
Borrower certifying that the Borrower shall be contemporaneously closing an amendment to the Senior
Revolving Credit Agreement pursuant to which the Borrower shall have not a Borrowing Base of not
less than $400,000,000. The structure, terms, conditions and documentation, including execution
and delivery of appropriate inter-creditor and/or subordination documentation for each of the
foregoing shall be reasonably satisfactory to the Administrative Agent.



     5.7 The Administrative Agent shall have received duly executed Notes payable to the order of
each Incremental Lender in an amount equal to its Incremental Commitment.



     5.8 The Administrative Agent shall be reasonably satisfied that the Security Instruments,
including Mortgages, Assumptions and Supplements to the Guaranty Agreement and the other Security
Instruments described in Exhibit F-1 create perfected second priority Liens (subject only to
Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to
the provisos at the end of such definition) on all of the Property constituting collateral for the
Senior Revolving Credit Agreement.



     5.9 The Administrative Agent shall have received title information as they may reasonably
require setting forth the status of title to at least 80% of the total value of the Acquisition
Properties and the Winwell Properties, including copies of the releases of any Liens of the sellers
on the Acquisition Properties and the Winwell Properties and UCC and other Lien searches related to
the sellers and the Acquisition Properties and the Winwell Properties.



     5.10 The Administrative Agent shall have received a bailee letter from the collateral agent
under the Senior Revolving Credit Agreement acknowledging that it has received certificates,
together with undated, blank stock powers for each such certificate, representing all of the issued
and outstanding Equity Interests of each of Winwell and WSF, Inc., and that it holds such
certificates as agent or bailee for purposes of perfecting the Liens on such Equity Interests by
“control”.



     5.11 The Administrative Agent shall be reasonably satisfied with the environmental condition
of the Acquisition Properties and the Winwell Properties.



     5.12 The Administrative Agent shall have received a certificate of a Responsible Officer of
the Borrower certifying that the Borrower has received all consents and approvals necessary to
consummate the transactions contemplated hereby, including a consent of the revolving lenders under
the Senior Revolving Credit Agreement for the Borrower and the Guarantors to incur the Incremental
Loans, and contemplated by the Asset Purchase Agreement and the Winwell Acquisition.



     5.13 The Administrative Agent shall have received audited Consolidated Financial Statements of
Winwell Resources, Inc. for the Years Ended June 30, 2005 and 2004.



     5.14 The Administrative Agent shall have received a certificate of a Responsible Officer of
the Borrower certifying that: (i) the Borrower is concurrently consummating the



Page 10









 







Winwell Acquisition in accordance with the terms of the Stock Purchase Agreement (with all of
the material conditions thereto having been satisfied in all material respects by the parties
thereto), (ii) the Borrower is concurrently consummating the Asset Purchase Agreement in accordance
with its terms (with all of the material conditions thereto having been satisfied in all material
respects by the parties thereto), and (iii) that attached thereto is a schedule setting forth the
final purchase price for the Properties subject thereof after giving effect to all adjustments as
of the closing date contemplated by therein and specifying, by category, the amount of such
adjustment.



     5.15 The Administrative Agent shall have received a copy, certified by a Responsible Officer
as true and complete, of (i) the Stock Purchase Agreement and (ii) Asset Purchase Agreement (both
of which, together with all amendments, if any), the terms and conditions of which shall be
reasonably acceptable to the Administrative Agent.



     5.16 The Administrative Agent shall have received an opinion of (i) Hinkle Elkouri Law Firm
L.L.C., special counsel to the Borrower, substantially in the form of Exhibit E-1 to the Credit
Agreement, and (ii) local counsel in each of the following states: Texas, Oklahoma, New Mexico and
Louisiana, and any other jurisdictions requested by the Administrative Agent, substantially in the
form of Exhibit E-2 to the Credit Agreement.



     5.17 The Administrative Agent shall have received a certificate of insurance coverage of the
Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.13 of the
Credit Agreement.



     5.18 The Administrative Agent shall have received a certificate calculating the Total Reserve
Value as of the Second Amendment Effective Date after giving effect to the transactions
contemplated by the Asset Purchase Agreement and the Stock Purchase Agreement and reflecting Total
Debt as of such date, which certificate shall further demonstrate compliance with Section 9.01(a).



     5.19 The Administrative Agent shall have received such other documents as the Administrative
Agent or its special counsel may reasonably require.



     5.20 No Default or Event of Default shall have occurred and be continuing as of the Second
Amendment Effective Date.



     The Administrative Agent is hereby authorized and directed to declare this Second 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 5 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 6. Representations and Warranties; Etc. The Borrower and each Guarantor
hereby affirms: (a) that as of the date of execution and delivery of this Second Amendment, , and
after giving effect to the transactions contemplated hereby and by the Asset Purchase Agreement and
the Stock Purchase Agreement, all of the representations and warranties contained in each Loan
Document to which it is a party are true and correct in all material



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respects as though made on and as of the Second Amendment Effective Date (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 Second Amendment and to the transactions contemplated hereby, including the transactions
contemplated by the Asset Purchase Agreement and the Stock Purchase Agreement, no Defaults exist
under the Loan Documents or will exist under the Loan Documents.



     Section 7. Miscellaneous.



     7.1 Confirmation. The provisions of the Credit Agreement (as amended by this Second
Amendment) shall remain in full force and effect in accordance with its terms following the
effectiveness of this Second Amendment.



     7.2 Ratification and Affirmation of Borrower and Guarantors. The Borrower and
Guarantors hereby expressly (i) acknowledge the terms of this Second Amendment, (ii) ratify and
affirm their obligations under the Loan Documents to which they are a party, (iii) 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.



     7.3 Counterparts. This Second 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.



     7.4 No Oral Agreement. This written Second 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.



     7.5 Governing Law. This Second 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 Second 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	 	 






Second Amendment – Amended and Restated Second Lien Term Loan Agreement 

Signature Page — 1









 





	 	 	 	 	 	 	 
	GUARANTORS:	 	PETROHAWK OPERATING COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	P-H ENERGY, LLC	 	 
	 

	 	 	 	By: PETROHAWK ENERGY	 	 
	 

	 	 	 	CORPORATION	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 	 	RED RIVER FIELD SERVICES, L.L.C.	 	 
	 

	 	 	 	By: PETROHAWK ENERGY CORPORATION	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 	 	PETROHAWK PROPERTIES, LP	 	 
	 

	 	 	 	By: P-H ENERGY, LLC	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	WINWELL RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	WSF, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Floyd C. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Floyd C. Wilson	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 







Second Amendment –
Amended and Restated Second Lien Term Loan Agreement
 Signature
Page — 2









 








	 	 	 	 	 	 	 
	 	 	PETROHAWK HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Connie D. Tatum	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Connie D. Tatum	 	 
	 

	 	 	 	President	 	 







Second Amendment –
Amended and Restated Second Lien Term Loan Agreement
 Signature
Page — 3









 








	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	BNP PARIBAS,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Smothers	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Greg Smothers

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Polly Schott	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Polly Schott

Title: Vice President	 	 






Second Amendment –
Amended and Restated Second Lien Term Loan Agreement 
Signature
Page — 4









 






	 	 	 	 	 	 	 
	INCREMENTAL	 	BNP PARIBAS	 	 
	LENDER:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Smothers	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Greg Smothers

Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Polly Schott	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Polly Schott

Title: Vice President	 	 







Second Amendment –
Amended and Restated Second Lien Term Loan Agreement
 Signature
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ANNEX I-A




INCREMENTAL COMMITMENT




	 	 	 	 	 
	Name of Lender	 	Incremental	 
	 	 	Commitment	 
	 
	BNP Paribas
	 	$	75,000,000.00