Fourth Amendment to Second Amended and Restated Senior Revolving Agreement



 Exhibit 10.2 
 FOURTH 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 October 15, 2007 







 FOURTH AMENDMENT TO 
 SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT 
 This FOURTH AMENDMENT TO SECOND
AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Fourth Amendment”) executed effective as of October 15, 2007 (the “Fourth 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, the Second Amendment to Second Amended and Restated Senior Revolving Credit 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 (the “Third Amendment”), 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 Fourth Amendment,
shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Fourth 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 

  

 1 








 
Restated Senior Revolving Credit Agreement, dated as of July 24, 2006, the Second Amendment to Second Amended and Restated Senior Revolving Credit
Agreement, dated as of May 8, 2007, the Third Amendment to Second Amended and Restated Senior Revolving Credit Agreement dated as of July 25, 2007, and the Fourth Amendment to Second Amended and Restated Senior Revolving Credit Agreement
dated as of October 15, 2007, as the same may from time to time be further amended, modified, supplemented or restated. 
 2.2
Borrowing Base. 
 (a) Repayment of Notes. From the Fourth Amendment Effective Date until the consummation of the Gulf Coast
Sale, the automatic adjustment to the Borrowing Base set forth in Section 2.3(a) of the Third Amendment shall be suspended. After the consummation of the Gulf Coast Sale, 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. 
 (b) Fees. For any and all increases in the Borrowing Base pursuant to Section 2.2(a) of this Fourth 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. 
 (c) Borrowing
Base Adjustment. The Borrowing Base shall be increased to $900,000,000, effective from the Fourth Amendment Effective Date to but excluding the earlier of (i) the consummation of the Gulf Coast Sale or (b) the next Redetermination
Date. Upon the consummation of the Gulf Coast Sale, the Borrowing Base shall automatically be decreased to $675,000,000, until the next Redetermination Date. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments
from time to time pursuant to Section 8.13(c) or Section 9.13 of the Credit Agreement or Section 2.2(a) of this Fourth Amendment. 
 Section 3. Conditions Precedent. The effectiveness of this Fourth 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 Fourth 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, each of the
Lenders and each of the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person. 
  


 2 








 3.3 No Default or Event of Default shall have occurred and be continuing as of the Fourth 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 Fourth 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 3 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 Fourth 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
Fourth 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 Fourth
Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fourth Amendment. 
 5.2
Ratification and Affirmation of Borrower and Guarantors. The Borrower and Guarantors hereby expressly (a) acknowledge the terms of this Fourth 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 Fourth 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 FOURTH 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 FOURTH 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. 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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

  

 Fourth Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 
 1 









							
	 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.
			
		 		 	ONE TEC, LLC
			
		 		 	ONE TEC OPERATING, LLC
			
		 		 	BISON RANCH LLC
				
		 		 	By:	 	 /s/ Floyd C. Wilson

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

  

 Fourth Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 
 2 









							
		 		 	 PETROHAWK HOLDINGS, LLC

				
		 		 	 By:
	 	 /s/ Connie D. Tatum

		 		 		 	Connie D. Tatum
		 		 		 	President

  

 Fourth Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 
 3 









							
	 ADMINISTRATIVE AGENT:
	 		 	BNP PARIBAS,
		 		 	as Administrative Agent and Lender
				
		 		 	By:	 	 /s/ Brian M. Malone

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

		 		 	Name:	 	Robert Long
		 		 	Title:	 	Vice President

  

 Fourth Amendment – Second Amended and Restated Senior Revolving Credit Agreement 
 Signature Page 
 4 









							
	 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

  

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









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

				
		 		 	By:	 	 /s/ Mary Lou Allen

		 		 	Name:	 	Mary Lou Allen
		 		 	Title:	 	Vice President

  

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









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

				
		 		 	By:	 	 /s/ Elizabeth Pavlas

		 		 	Name:	 	Elizabeth Pavlas
		 		 	Title:	 	Vice President

  

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









							
	 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

  

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









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

				
		 		 	By:	 	 /s/ Scott Myatt

		 		 	Name:	 	Scott Myatt
		 		 	Title:	 	Vice President
				
		 		 	By:	 	 /s/ Darrell Holley

		 		 	Name:	 	Darrell Holley
		 		 	Title:	 	Managing Director

  

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









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

		 		 	Name:	 	Thomas Rajan
		 		 	Title:	 	Director

  

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









							
	 LENDERS:
	 		 	ALLIED IRISH BANKS p.l.c.
				
		 		 	By:	 	 /s/ David O’Driscoll

		 		 	Name:	 	David O’Driscoll
		 		 	Title:	 	Assistant Vice President
				
		 		 	By:	 	 /s/ Mark Connelly

		 		 	Name:	 	Mark Connelly
		 		 	Title:	 	Sr. Vice President

  

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









							
	LENDERS:	 		 	AMEGY BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Chris R. Petersen

		 		 	Name:	 	Chris R. Petersen
		 		 	Title:	 	Banking Officer

  

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









							
	LENDERS:	 		 	SUNTRUST BANK
				
		 		 	By:	 	 /s/ James Warren

		 		 	Name:	 	James Warren
		 		 	Title:	 	Managing Director

  

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









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

		 		 	Name:	 	Marisol Salazar
		 		 	Title:	 	Assistant Vice President

  

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









							
	 LENDERS:
	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Heather Han

		 		 	Name:	 	Heather Han
		 		 	Title:	 	Assistant Vice President

  

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









							
	LENDERS:	 		 	COMERICA BANK
				
		 		 	By:	 	 /s/ Josh Strong

		 		 	Name:	 	Josh Strong
		 		 	Title:	 	Assistant Vice President

  

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









							
	LENDERS:	 		 	COMPASS BANK
				
		 		 	By:	 	 /s/ Dorothy Marchand

		 		 	Name:	 	Dorothy Marchand
		 		 	Title:	 	Senior Vice President

  

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









							
	LENDERS:	 		 	STERLING BANK
				
		 		 	By:	 	 /s/ Daniel G. Steele

		 		 	Name:	 	Daniel G. Steele
		 		 	Title:	 	Senior Vice President

  

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