exv10w1



 






EXHIBIT 10.1




Second Amendment




to




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

Harris Nesbitt Financing, Inc.,

as Syndication Agents,




JPMorgan Chase Bank, N.A. and

Wells Fargo Bank, N.A.,

as Co-Documentation Agents,




and




The Lenders Party Hereto




Effective as of January 27, 2006




 









 





Second Amendment to

Amended and Restated Senior Revolving Credit Agreement




     This Second Amendment to Amended and Restated Senior Revolving Credit 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; 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 Harris Nesbitt Financing,
Inc., each as syndication agent for the Lenders (each in such capacity, together with its
successors in such capacity, the “Syndication Agents”); and JPMorgan Chase Bank,
N.A. and Wells Fargo Bank, N.A. as co-documentation agents for the Lenders (each in
such capacity, together with its 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 Amended and Restated Senior Revolving
Credit 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 Senior Revolving Credit 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, the
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 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:



Page 2









 





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



     “ ‘Applicable Margin’ means, for any day, with respect to any ABR Loan or Eurodollar
Loan, or with respect to the Commitment Fee Rate, as the case may be, the rate per annum set forth
in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage
then in effect:



Borrowing Base Utilization Grid




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowing Base
	 	 	<50	%	 	 	350	%	 	 	375 	%	 	 	390 	%
	Utilization
	 	 	 	 	 	 	< 75 	%	 	 	<90 	%	 	 	 	 
	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Margin
	 	 	1.250	%	 	 	1.500	%	 	 	1.750	%	 	 	2.000	%
	ABR Margin
	 	 	0.000	%	 	 	0.000	%	 	 	0.250	%	 	 	0.500	%
	Commitment Fee Rate
	 	 	0.250	%	 	 	0.375	%	 	 	0.375	%	 	 	0.500	%







     provided that if prior to March 31, 2006, the Borrower issues shares of its common Equity
Interests sufficient to generate Net Cash Proceeds of $100,000,000 or more, then “Applicable
Margin” shall mean, for any day occurring after such issuance, with respect to any ABR Loan or
Eurodollar Loan, or with respect to the Commitment Fee Rate, as the case may be, the rate per annum
set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization
Percentage then in effect:



Borrowing Base Utilization Grid




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowing Base
	 	 	<50	%	 	 	350	%	 	 	375 	%	 	 	390 	%
	Utilization
	 	 	 	 	 	 	< 75 	%	 	 	<90 	%	 	 	 	 
	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Margin
	 	 	1.000	%	 	 	1.250	%	 	 	1.500	%	 	 	1.750	%
	ABR Margin
	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.250	%
	Commitment Fee Rate
	 	 	0.250	%	 	 	0.375	%	 	 	0.375	%	 	 	0.375	%







     Each change in the Applicable Margin shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next
such change, provided, however, that if at any time the Borrower fails to deliver a Reserve Report
pursuant to Section 8.12(a), then the “Applicable Margin” means the rate per annum set
forth on the grid when the Borrowing Base Utilization Percentage is at its highest level.



     (b) 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,



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Red Clay
Minerals, as sellers, and the Borrower, as purchaser as amended by that 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.”



     (c) 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 the
Borrower or its Subsidiaries pursuant to the Asset Purchase Agreement.”



     (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 Senior Revolving Credit Agreement dated as of January 27, 2006 among the
Borrower, the Guarantors, the Agents and the Lenders.




‘Second Amendment Effective Date’ means the date on which the conditions
specified in Section 4 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;
	 
	 	•	 	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).”



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



     “ ‘Gulf of Mexico Properties’ means those Oil and Gas Properties of the Borrower and
its Restricted Subsidiaries located on the Outer Continental Shelf of the Gulf of Mexico or in the
state waters of any state adjacent to the Outer Continental Shelf.



     (g) `Second Lien Term Loan Agreement. The definition of “Second Lien Term Loan
Agreement” is hereby amended and restated in its entirety to read as follows:




“ ‘Second Lien Term Loan Agreement’ means that certain Amended and Restated
Second Lien Term Loan Credit Agreement as amended and restated on the Effective Date
and subsequently amended by that certain First Amendment to Amended and Restated
Second Lien Term Loan Agreement and that certain Second Amendment to Amended and
Restated Second Lien Term Loan Agreement, among the Borrower, BNP Paribas, as the
Second Lien Administrative Agent, and the lenders party thereto, and any “Loan
Documents” (as defined therein) executed in connection therewith, in each case,
as hereafter amended or supplemented pursuant to Section 9.04(b).”



     (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) 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.”



     (j) 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.”



     (k) 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.”



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     2.2 Amendment to Section 2.07(a). Section 2.07(a) is hereby amended and restated in
its entirety as follows:



     “(a) Initial Borrowing Base. For the period from and including the Second Amendment
Effective Date to but excluding the first Redetermination Date thereafter, the amount of the
Borrowing Base shall be $400,000,000. Notwithstanding the foregoing, (i) if all or substantially
all of the Gulf of Mexico Properties are sold prior to the first redetermination occurring after
the Second Amendment Effective Date, the then effective Borrowing Base will be automatically
reduced by $15,000,000 and (ii) the Borrowing Base may be subject to further adjustments from time
to time pursuant to Section 2.07(e), Section 8.13(c) and Section 9.13.”



     2.3 Amendment of Section 2.07(e). Section 2.07(e) is hereby amended and restated in
its entirety as follows:



     “(e) Automatic Reduction of Borrowing Base. If the Borrower shall incur Debt under
the Second Lien Term Loan Agreement in excess of $225,000,000, subject to the limitation set forth
in Section 9.02(h)(ii), the Borrowing Base shall be reduced (rounded downward to the nearest
$1,000) by an amount equal to $0.2666666 for every incremental dollar of such Debt incurred (i.e.,
for the avoidance of doubt, if the Borrower incurred an incremental $75,000,000 of Debt under the
Second Lien Term Loan Agreement, the Borrowing Base would be $380,000,000).



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



     “Section 7.22 Use of Loans and Letters of Credit. The proceeds of the Loans and the
Letters of Credit 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,
including the issuance of letters of credit. 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 or
Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or
X of the Board.”



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



     “(h) Debt (i) under the Senior Unsecured Notes, and any guarantees thereof, the principal
amount of which does not exceed $125,000,000 in the aggregate and any Permitted Refinancing Debt in
respect thereof and (ii) under the Second Lien Term Loan Agreement and any guarantees thereof, the
principal amount of which Debt under clause (ii) of this Section 9.02(h) does not exceed
$300,000,000 in the aggregate; provided that the Borrower may incur



Page 6









 




Debt under the Second Lien Term
Loan Agreement in excess of $225,000,000 if: (1) the Borrower shall provide the Administrative
Agent not less than thirty (30) days prior written notice and (2) the Borrowing Base then in effect
shall be reduced pursuant to Section 2.07(e).”




     2.6 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.”




     2.7 Amendment to Section 9.13. Section 9.13 is hereby amended (i) by inserting the
words “other than the Gulf of Mexico Properties” after the phrase “Oil and Gas Property” in clause
(iii) of Section 9.13(e).



     2.8 Amendment to Annex I/Exiting Lender. Annex I is hereby amended and restated in
its entirety as set forth in the attached Annex I-A. Each Lenders hereby approves Maximum Credit
Amount set forth opposite its name on Annex I-A and its resulting Commitment. Macquarie Bank
Limited is signing this Second Amendment solely for the purpose of exiting the Credit Agreement and
acknowledging that its Maximum Credit Amount and Commitment have been reduced to zero. On the
Second Amendment Effective Date, Macquarie Bank Limited will cease to be a Lender under the Credit
Agreement and its Revolving Credit Exposure shall be repaid (at a price equal to par, together with
all accrued and unpaid interest and fees) from the proceeds of the Loans to be advanced on such
date.



     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.



     2.11 Addition of Syndication Agent. Each of the Lenders and the Issuing Bank hereby
irrevocably appoint Harris Nesbitt Financing, Inc. as a Syndication Agent. In such capacity,
Harris Nesbitt Financing, Inc. shall be entitled to all of the rights and benefits of Article XI of
the Agreement as an “Agent”, including without limitation Section 11.10.



     Section 3. Waivers and Consents; Special Representations and Covenants.



     3.1 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



Page 7









 




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.




     3.2 Second Lien Term Loan Agreement. The Lenders do hereby consent, pursuant to
Section 1.12 of Annex II of the Second Lien Term Loan Agreement, the amendments to Annex II of the
Second Lien Term Loan Agreement as set forth in the Second Amendment to the Second Lien Term Loan
Agreement, dated of even date herewith, among the Borrower, the Administrative Agent, and each of
the Lenders from time to time party thereto.



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



     Section 4. Conditions Precedent. The effectiveness of this Second Amendment is
subject to the receipt by the Administrative Agent of the following documents and satisfaction of
the other conditions provided in this Section 4, each of which shall be reasonably satisfactory to
the Administrative Agent in form and substance:



     4.1 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.



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



Page 8









 





     4.3 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.



     4.4 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.



     4.5 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.



     4.6 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 Second
Lien Term Loan Agreement and borrowing incremental Debt thereunder with gross proceeds of not less
than $75,000,000. 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.



     4.7 The Administrative Agent shall have received duly executed Notes payable to the order of
each Lender in an amount equal to its Maximum Credit Amount after giving effect of this Second
Amendment.



     4.8 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 first 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 at least 80% of the total value of the Oil and Gas
Properties evaluated in the most recent Reserve Reports delivered to the Lenders



Page 9









 




under Section 8.12
and the Reserve Reports delivered to the Lenders pertaining to the Acquisition Properties and the
Winwell Properties.




     4.9 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.



     4.10 The Administrative Agent shall have 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.



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



     4.12 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 lenders under the
Second Lien Term Loan Agreement to increase the Maximum Credit Amounts to $600,000,000, and
contemplated by the Asset Purchase Agreement and the Winwell Acquisition.



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



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



     4.15 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.



     4.16 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



Page 10









 




Mexico and
Louisiana, and any other jurisdictions requested by the Administrative Agent, substantially in the
form of Exhibit E-2 to the Credit Agreement.




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



     4.18 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 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 5. 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 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 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 6. Miscellaneous.



     6.1 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.



     6.2 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.



     6.3 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.



     6.4 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 



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contradicted by evidence of prior, contemporaneous, or
unwritten oral agreements of the parties. There are no subsequent oral agreements between the
parties.




     6.5 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 Senior Revolving Credit 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 Senior Revolving Credit Agreement

Signature Page — 2




 









 








	 	 	 	 	 	 	 	 	 
	 	 	PETROHAWK HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Connie D. Tatum	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Connie D. Tatum	 	 
	 

	 	 	 	 	 	President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit 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	 	 






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	SYNDICATION AGENT:	 	BANK OF AMERICA, N.A., as Syndication	 	 
	 	 	Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Gregory B. Hanson	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Gregory B. Hanson	 	 
	 	 	Title:	 	Vice President	 	 






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	SYNDICATION AGENT:	 	HARRIS NESBITT FINANCING, INC., as	 	 
	 	 	Syndication Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James V. Ducote	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	James V. Ducote	 	 
	 	 	Title:	 	Vice President	 	 






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	CO-DOCUMENTATION AGENT:	 	JPMORGAN CHASE BANK, N.A., as	 	 
	 	 	Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Elizabeth Pavlas	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Elizabeth Pavlas	 	 
	 	 	Title:	 	Assistant Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	CO-DOCUMENTATION AGENT:	 	WELLS FARGO BANK, N.A., as	 	 
	 	 	Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeff Dalton	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Jeff Dalton	 	 
	 	 	Title:	 	Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	LENDERS:	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	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 Senior Revolving Credit Agreement

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	LENDERS:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Gregory B. Hanson	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Gregory B. Hanson	 	 
	 	 	Title:	 	Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	LENDERS:	 	HARRIS NESBITT FINANCING, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James V. Ducote	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	James V. Ducote	 	 
	 	 	Title:	 	Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	LENDERS:	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Elizabeth Pavlas	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Elizabeth Pavlas	 	 
	 	 	Title:	 	Assistant Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	LENDERS:	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeff Dalton	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Jeff Dalton	 	 
	 	 	Title:	 	Vice President	 	 






Second Amendment – Amended and Restated Senior Revolving Credit Agreement

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	LENDERS:	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Deirdre Sanborn	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Deirdre Sanborn	 	 
	 	 	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:	 	ALLIED IRISH BANKS P.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark Connelly	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Mark Connelly	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Aidan J. Lanigan	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Aidan J. Lanigan	 	 
	 	 	Title:	 	Vice President	 	 






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	LENDERS:	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Huma Vadgama	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Huma Vadgama	 	 
	 	 	Title:	 	Vice President	 	 






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	LENDERS:	 	KEYBANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Thomas Rajan	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Thomas Rajan	 	 
	 	 	Title:	 	Vice President	 	 






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	LENDERS:	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kathryn A. Gaiter	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Kathryn A. Gaiter	 	 
	 	 	Title:	 	Vice President	 	 






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	LENDERS:	 	AMEGY BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Tracy T. Butz	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Tracy T. Butz	 	 
	 	 	Title:	 	Vice President, Energy Lending	 	 






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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:	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Murray E. Brasseux	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Murray E. Brasseux	 	 
	 	 	Title:	 	Executive Vice President	 	 






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	LENDERS:	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Omayra Laucella	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Omayra Laucella	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lana Gifas	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Lana Gifas	 	 
	 	 	Title:	 	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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	EXITING LENDER:	 	MACQUARIE BANK LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Thomas Wegenhofer	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Thomas Wegenhofer	 	 
	 	 	Title:	 	Associate Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Thomas Callinas	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Thomas Callinas	 	 
	 	 	Title:	 	Attorney	 	 






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ANNEX I-A

LIST OF MAXIMUM CREDIT AMOUNTS




Aggregate Maximum Credit Amounts




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	BNP Paribas
	 	 	10.00	%	 	$	60,000,000.00	 
	Bank of America, N.A.
	 	 	8.00	%	 	$	48,000,000.00	 
	Harris Nesbitt Financing, Inc.
	 	 	8.00	%	 	$	48,000,000.00	 
	JPMorgan Chase Bank, N.A.
	 	 	8.00	%	 	$	48,000,000.00	 
	Wells Fargo Bank, N.A.
	 	 	8.00	%	 	$	48,000,000.00	 
	Fortis Capital Corp.
	 	 	7.50	%	 	$	45,000,000.00	 
	SunTrust Bank
	 	 	7.50	%	 	$	45,000,000.00	 
	Allied Irish Banks, p.l.c.
	 	 	6.25	%	 	$	37,500,000.00	 
	Comerica Bank
	 	 	6.25	%	 	$	37,500,000.00	 
	KeyBank, National Association
	 	 	6.25	%	 	$	37,500,000.00	 
	US Bank National Association
	 	 	6.25	%	 	$	37,500,000.00	 
	Amegy Bank of Texas, N.A.
	 	 	3.75	%	 	$	22,500,000.00	 
	Bank of Texas, N.A.
	 	 	3.75	%	 	$	22,500,000.00	 
	Compass Bank
	 	 	3.75	%	 	$	22,500,000.00	 
	Deutsche Bank Trust Company
Americas
	 	 	3.75	%	 	$	22,500,000.00	 
	Sterling Bank
	 	 	3.00	%	 	$	18,000,000.00	 
	TOTAL
	 	 	100.00	%	 	$	600,000,000.00