First Amendment to Second Amended and Restated Senior Revolving Credit Agreement


 Exhibit 10.1 
 FIRST 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 24, 2006 






 FIRST AMENDMENT TO 
 SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT 
 AGREEMENT 
 This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “First Amendment”) executed effective as of
the 24th day of July, 2006 (the “First 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, pursuant to which such lenders and agents provided certain loans and extensions of credit to the Borrower (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 First Amendment,
shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this First 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: 
 (a) “2013 Indenture” means that certain Indenture dated as of the Effective Date among the Borrower, each of the Guarantors as defined
therein and U.S. Bank, N.A., as trustee, as amended by the First Supplemental Indenture, dated as of Effective Date, as the same may hereafter be amended or supplemented pursuant to Section 9.04(b). 
  

 1 







 (b) “2013 Notes” means those certain $775,000,000 9-1/8% Senior Notes due 2013, issued
by the Borrower, as issuer pursuant to the 2013 Indenture. 
 (c) “Agreement” means this Second Amended and Restated Senior
Revolving Credit Agreement, as amended by the First Amendment, as the same may from time to time be further amended, modified, supplemented or restated. 
 2.2 Additional Defined Terms. Section 1.02 is hereby amended by adding the following defined terms where alphabetically appropriate, which definitions read in their entirety as follows: 
 “ ‘First Amendment’ means that certain First Amendment to Second Amended and Restated Senior Revolving Credit Agreement dated as of
the First Amendment Effective Date among the Borrower, the Guarantors, the Agents and the Lenders. 
 ‘First Amendment Effective
Date’ means the date on which the conditions specified in Section 3 of the First Amendment are satisfied (or waived in accordance with Section 12.02).” 
 2.3 Amendment to Section 9.02(j). Section 9.02(j) is hereby amended and restated in its entirety as follows: 
 “(j) Debt under the 2013 Notes (and any guarantees thereof by Guarantors) (i) outstanding on the Effective Date and (ii) issued within 180
days of the First Amendment Effective Date, provided that, with respect to this Section 9.02(j)(ii), the aggregate principal amount of such additional notes shall not be greater than $125,000,000.” 
 2.4 Amendment to Section 9.04(b)(ii)(B). Section 9.04(b)(ii)(B) is hereby amended and restated in its entirety as follows: 

“(B) the effect of such amendment or supplement is to issue additional notes, provided that the Borrower may, within 180 days of the First
Amendment Effective Date, issue additional notes pursuant to the 2013 Indenture in an aggregate principal amount of up to $125,000,000, or” 
 Section 3. Conditions Precedent. The effectiveness of this First 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 First 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. 
  

 2 







 3.2 The Administrative Agent shall have received from the Administrative Agent, the Majority Lenders and
each of the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person. 
 3.3 No Default or Event of Default shall have occurred and be continuing as of the First 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 First 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 First 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 First 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 First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First
Amendment. 
 5.2 Ratification and Affirmation of Borrower and Guarantors. The Borrower and Guarantors hereby expressly
(a) acknowledge the terms of this First 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 First 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 FIRST 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. 
  

 3 







 5.5 Governing Law. THIS FIRST 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. 
  

 4 







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

					
	BORROWER:	  	PETROHAWK ENERGY CORPORATION
			
		  	By:	 	 /s/ Floyd C. Wilson

		  	Name:	 	Floyd C. Wilson
		  	Title:	 	President and Chief Executive Officer

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 5 








					
	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

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 6 








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

	Name:	 	Connie D. Tatum
	Title:	 	President


  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 7 








					
	ADMINISTRATIVE AGENT:	  	BNP PARIBAS,
		  	as Administrative Agent
			
		  	By:	 	 /s/ Brian Malone

		  	Name:	 	Brian Malone
		  	Title:	 	Managing Director
			
		  	By:	 	 /s/ Robert Long

		  	Name:	 	Robert Long
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 8 








					
	CO-SYNDICATION AGENT:	  	BANK OF AMERICA, N.A., as Co-Syndication
		  	Agent
			
		  	By:	 	 /s/ Gregory B. Hanson

		  	Name:	 	Gregory B. Hanson
		  	Title:	 	Principal

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 9 








					
	CO-SYNDICATION AGENT:	  	 BMO CAPITAL MARKETS FINANCING, INC.,
 as Co-Syndication Agent

			
		  	By:	 	 /s/ James V. Ducote

		  	Name:	 	James V. Ducote
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 10 








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

			
		  	By:	 	 /s/ Elizabeth Pavlas

		  	Name:	 	Elizabeth Pavlas
		  	Title:	 	Assistant Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 11 








					
	CO-DOCUMENTATION AGENT:	  	WELLS FARGO BANK, N.A., as
		  	Co-Documentation Agent
			
		  	By:	 	 /s/ Stephanie B. Casas

		  	Name:	 	Stephanie B. Casas
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 12 








					
	CO-DOCUMENTATION AGENT:	  	FORTIS CAPITAL CORP.,
		  	as Co-Documentation Agent
			
		  	By:	 	 /s/ David Montgomery

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

		  	Name:	 	Darrell Holley
		  	Title:	 	Managing Director

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 13 








					
	LENDERS:	  	BNP PARIBAS
			
		  	By:	 	 /s/ Brian Malone

		  		 	Brian Malone, Managing Director
			
		  	By:	 	 /s/ Robert J. Long

		  		 	Robert J. Long, Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 14 








					
	LENDERS:	  	BANK OF AMERICA, N.A.
			
		  	By:	 	 /s/ Gregory B. Hanson

		  	Name:	 	Gregory B. Hanson
		  	Title:	 	Principal

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 15 








					
	LENDERS:	  	JPMORGAN CHASE BANK, N.A.
			
		  	By:	 	 /s/ Elizabeth Pavlas

		  	Name:	 	Elizabeth Pavlas
		  	Title:	 	Assistant Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 16 








					
	LENDERS:	  	WELLS FARGO BANK, N.A.
			
		  	By:	 	 /s/ Stephanie B. Casas

		  	Name:	 	Stephanie B. Casas
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 17 








					
	LENDERS:	  	BMO CAPITAL MARKETS FINANCING, INC.
			
		  	By:	 	 /s/ James V. Ducote

		  	Name:	 	James V. Ducote
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 18 








					
	LENDERS:	  	ALLIED IRISH BANKS P.L.C.
			
		  	By:	 	 /s/ Mark Connelly

		  	Name:	 	Mark Connelly
		  	Title:	 	Vice President
			
		  	By:	 	 /s/ Joseph Augustini

		  	Name:	 	Joseph Augustini
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 19 








					
	LENDERS:	  	AMEGY BANK NATIONAL ASSOCIATION
			
		  	By:	 	 /s/ Kenneth R. Batson, III

		  	Name:	 	Kenneth R. Batson, III
		  	Title:	 	Vice President, Energy Lending

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 20 








					
	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

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 21 








					
	LENDERS:	  	SUNTRUST BANK
			
		  	By:	 	 /s/ James M. Warren

		  	Name:	 	James M. Warren
		  	Title:	 	Managing Director

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 22 








					
	LENDERS:	  	COMERICA BANK
			
		  	By:	 	 /s/ Huma Vadgama

		  	Name:	 	Huma Vadgama
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 23 








					
	LENDERS:	  	COMPASS BANK
			
		  	By:	 	 /s/ Patrick McWilliams

		  	Name:	 	Patrick McWilliams
		  	Title:	 	Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 24 








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

		  	Name:	 	Jeff A. Forbis
		  	Title:	 	Senior Vice President

  

 First Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 25