Exhibit 10.1

 

FOURTH AMENDMENT

 

TO

 

FIFTH AMENDED AND RESTATED

SENIOR REVOLVING CREDIT AGREEMENT

 

among

 

PETROHAWK ENERGY CORPORATION,

as the Borrower,

 

EACH OF THE OTHER SIGNATORIES HERETO,

as Guarantors,

 

BNP PARIBAS,

as Administrative Agent,

 

and

 

THE LENDERS PARTY HERETO

 

Dated as of July 1, 2011

 











 

FOURTH AMENDMENT TO

FIFTH AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT

 

This FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Fourth Amendment”) executed as of July 1, 2011 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, the other Agents and Lenders named and defined therein as lenders and agents, are parties to that certain Fifth Amended and Restated Senior Revolving Credit Agreement dated as of August 2, 2010, as amended by the First Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of November 8, 2010, the Second Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of December 22, 2010, and the Third Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of April 29, 2011, pursuant to which such lenders and agents provided certain loans and extensions of credit to the Borrower (as amended, the “Credit Agreement”).

 

B.                                     The Borrower and Hawk Field Services have entered into the May 2011 Midstream PSA (as such term is defined below).

 

C.                                     In connection with the transactions contemplated by the May 2011 Midstream PSA, the Borrower has requested that the Administrative Agent and the Majority Lenders consent to, and the Administrative Agent and the Majority Lenders have agreed to consent to, subject to the terms and conditions herein, the following actions by the Borrower (the “Consented Actions”):

 

(i)                                     the sale of all of the Equity Interest of Newco held by Hawk Field Services to KM Gathering LLC or one of its Affiliates;

 

(ii)                                  the South Texas Midstream Transactions (as such term is defined below);

 

(iii)                               the sale of a 25% Equity Interest of EagleHawk held by Hawk Field Services to KM Eagle Gathering LLC or one of its Affiliates; and

 

(iv)                              in connection with the South Texas Midstream Transactions, the termination of the Collateral Assignment of Midstream Services Contracts.

 

D.                                    The Borrower has requested, and the Borrower, the Administrative Agent and the Majority Lenders have agreed to amend certain provisions of the Credit Agreement.

 

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E.                                      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, or added, in the appropriate alphabetical order in their entirety as follows:

 

“‘Agreement’ means this Fifth Amended and Restated Senior Revolving Credit Agreement, as amended by the First Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of November 8, 2010, by the Second Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of December 22, 2010, by the Third Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of April 29, 2011, and by the Fourth Amendment to Fifth Amended and Restated Senior Revolving Credit Agreement, dated as of July 1, 2011, as the same may from time to time be further amended, modified, supplemented or restated.

 

“EagleHawk” means EagleHawk Field Services LLC, a Delaware limited liability company.

 

“EagleHawk LLC Agreement” means the limited liability company agreement of EagleHawk entered into pursuant to the May 2011 Midstream PSA.

 

“EBITDA-HFS” means, for any period, the sum of Consolidated Net Income-HFS for such period plus (a) the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization and all other non-cash charges and (b) minus (i) all non-cash income and (ii) all income of EagleHawk, each of (i) and (ii) to the extent included in Consolidated Net Income-HFS.

 

“May 2011 Midstream PSA” means that certain Purchase and Sale Agreement executed May 4, 2011 by and among the Borrower, Hawk Field Services, EagleHawk Field Services LLC, KM Gathering LLC and KM Eagle Gathering LLC.

 

“South Texas Midstream Transactions” means the contribution of the Eagle Ford Assets (as defined in the May 2011 Midstream PSA), the related disposition of the Eagle Ford Business (as defined in the May 2011 Midstream PSA) to EagleHawk and the entry into the Contribution Documents (as defined in the May 2011 Midstream PSA).

 

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2.2                                 Amendment to Section 7.13.  Section 7.13 is hereby amended and restated in its entirety as follows:

 

“Section 7.13                          Restriction on Liens. Neither the Borrower nor any of the Restricted Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease, and pursuant to the EagleHawk LLC Agreement with respect to Hawk Field Services’ Equity Interest in EagleHawk), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.”

 

2.3                                 Amendment to Section 8.01(d).  Section 8.01(d) is hereby amended and restated in its entirety as follows:

 

“(d)                          Certificate of Financial Officer — Consolidating Information.  If, at any time, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, then concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of the Borrower; provided however, the Borrower shall not be required to include such information for EagleHawk, Bison Ranch LLC and Proliq, Inc.

 

2.4                                 Amendment to Section 9.05(l).  Section 9.05(l) is hereby amended and restated in its entirety as follows:

 

“(l)                              Investments in EagleHawk from and after its date of inception in accordance with the May 2011 Midstream PSA and the EagleHawk LLC Agreement.”

 

2.5                                 Amendment to Section 9.06(d).  Section 9.06(d) is hereby amended and restated in its entirety as follows:

 

“(d)                          The Borrower shall not permit the aggregate principal amount of all Non-Recourse Debt outstanding at any one time to exceed $250,000,000; provided that, the aggregate amount of such Non-Recourse Debt outstanding at any one time by all Unrestricted Subsidiaries other than EagleHawk shall not exceed $25,000,000.”

 

2.6                                 Amendment to Section 9.17(e).  Section 9.17(e) is hereby amended and restated in its entirety as follows:

 

“(e)                           any restriction with respect to Hawk Field Services’ Equity Interest in EagleHawk imposed by the EagleHawk LLC Agreement,”

 

3











 

2.7                                 Amendment to Schedule 7.14.  Schedule 7.14 is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 7.14 attached hereto.

 

Section 3.                            Midstream Component and Borrowing Base.  For the period from and including the Fourth Amendment Effective Date to but excluding the next Midstream Component Determination Date, the Midstream Component shall be $0.00.  As a result, the Borrowing Base shall be $1,800,000,000 from and including the Fourth Amendment Effective Date to the next Redetermination date or Midstream Component Determination Date, as applicable.  Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time as a result of adjustments to the Oil and Gas Borrowing Base pursuant to Section 2.07(d), Section 8.13(c) or Section 9.13 and to the Midstream Component pursuant to Section 9.13.

 

Section 4.                            Consent.  Subject to the conditions precedent set for the in Section 5 and the representations and warranties set forth in Section 6, the Administrative Agent and the Majority Lenders hereby consent to the Consented Actions.

 

Section 5.                            Unrestricted Subsidiaries.  The Administrative Agent and the Majority Lenders hereby acknowledge and agree to the previously submitted classifications of EagleHawk, Bison Ranch LLC and Proliq, Inc. as Unrestricted Subsidiaries pursuant to Section 9.06(b) and the release of any guaranty or Liens of each such entity and the termination of any financing statements for each such entity with regard to the Loan Documents.  The Administrative Agent and the Majority Lenders hereby agree to, and do hereby release, all Liens in favor of the Administrative Agent and Lenders encumbering the Eagle Ford Assets (as defined in the May 2011 Midstream PSA).

 

Section 6.                            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 6, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance (the date on which such documents are received and conditions satisfied or waived pursuant to the Credit Agreement, the “Fourth Amendment Effective Date”):

 

6.1                                 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.

 

6.2                                 The Administrative Agent shall have received from the Borrower, the Majority 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.

 

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

 

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

 

4











 

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 6 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 7.                            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, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

 

Section 8.                            Miscellaneous.

 

8.1                                 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.

 

8.2                                 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.

 

8.3                                 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.

 

8.4                                 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.

 

8.5                                 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.

 

[SIGNATURES BEGIN ON NEXT PAGE]

 

5











 

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/   Mark J. Mize
    
	
 
    	
 
    	
Mark   J. Mize
    
	
 
    	
 
    	
Executive   Vice President — Chief Financial Officer and Treasurer
    


 

Fourth Amendment — Fifth Amended and Restated Senior Revolving Credit Agreement

Signature 

 

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GUARANTORS:
    	
PETROHAWK OPERATING COMPANY
    
	
 
    	
 
    
	
 
    	
P-H ENERGY, LLC
    
	
 
    	
 
    
	
 
    	
HAWK FIELD SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
PETROHAWK PROPERTIES, LP
    
	
 
    	
 
    	
By:
    	
P-H Energy, LLC
    
	
 
    	
 
    	
 
    	
Its General Partner
    
	
 
    	
 
    
	
 
    	
WINWELL RESOURCES, L.L.C.
    
	
 
    	
 
    
	
 
    	
WSF, INC.
    
	
 
    	
 
    
	
 
    	
KCS RESOURCES, LLC
    
	
 
    	
 
    
	
 
    	
KCS ENERGY SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
MEDALLION CALIFORNIA PROPERTIES COMPANY
    
	
 
    	
 
    
	
 
    	
ONE TEC, LLC
    
	
 
    	
 
    
	
 
    	
ONE TEC OPERATING, LLC
    
	
 
    	
 
    
	
 
    	
HK   TRANSPORTATION, LLC
    
	
 
    	
 
    
	
 
    	
PETROHAWK   HOLDINGS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark J. Mize
    
	
 
    	
 
    	
Mark   J. Mize
    
	
 
    	
 
    	
Executive   Vice President — Chief Financial Officer and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
FRACHAWK SERVICES, LLC
    
	
 
    	
BIG   HAWK SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark J. Mize
    
	
 
    	
 
    	
Mark   J. Mize
    
	
 
    	
 
    	
Treasurer
    
					


 

ANNEX I

 

2











 

	
 
    	
HK ENERGY MARKETING, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark J. Mize
    
	
 
    	
 
    	
Mark   J. Mize
    
	
 
    	
 
    	
Chief   Financial Officer and Treasurer
    


 

ANNEX I

 

3











 

	
ADMINISTRATIVE AGENT:
    	
BNP PARIBAS,
    
	
 
    	
as   Administrative Agent and Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Juan Carlos Sandoval
    
	
 
    	
Name:   Juan Carlos Sandoval
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Betsy Jocher
    
	
 
    	
Name:   Betsy Jocher
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

4




 









 

	
CO-SYNDICATION   AGENT:
    	
BANK OF MONTREAL, as Co-Syndication
    
	
 
    	
Agent   and Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   James V. Ducote
    
	
 
    	
Name:   James V. Ducote
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

5











 

	
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
    


 

ANNEX I

 

6











 

	
CO-DOCUMENTATION   AGENT:
    	
JPMORGAN CHASE BANK, N.A., as
    
	
 
    	
Co-Documentation   Agent and Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Michael A. Kamauf
    
	
 
    	
Name:   Michael A. Kamauf
    
	
 
    	
Title:   Authorized Officer
    


 

ANNEX I

 

7











 

	
CO-DOCUMENTATION   AGENT:
    	
WELLS FARGO BANK, N.A., as
    
	
 
    	
Co-Documentation   Agent and Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Doug McDowell
    
	
 
    	
Name:   Doug McDowell
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

8











 

	
LENDERS:
    	
BARCLAYS BANK PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Allen Huang
    
	
 
    	
Name:   Allen Huang
    
	
 
    	
Title:   Assistant Vice President
    


 

ANNEX I

 

9











 

	
 
    	
ROYAL   BANK OF CANADA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jay T. Sartain
    
	
 
    	
Name:   Jay T. Sartain
    
	
 
    	
Title:   Authorized Signatory
    


 

ANNEX I

 

10











 

	
 
    	
MORGAN   STANLEY BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Frank Jolley
    
	
 
    	
Name:   Frank Jolley
    
	
 
    	
Title:   Authorized Signatory
    


 

ANNEX I

 

11











 

	
 
    	
MORGAN   STANLEY SENIOR FUNDING, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Frank Jolley
    
	
 
    	
Name:   Frank Jolley
    
	
 
    	
Title:   Vice President
    


 

ANNEX I

 

12











 

	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Marcus M. Tarkington
    
	
 
    	
Name:   Marcus M. Tarkington
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Erin Morrissey
    
	
 
    	
Name:   Erin Morrissey
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

13











 

	
 
    	
CREDIT   AGRICOLE CORPORATE AND INVESTMENT BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sharada Manne
    
	
 
    	
Name:   Sharada Manne
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark A. Roche
    
	
 
    	
Name:   Mark A. Roche
    
	
 
    	
Title:   Managing Director
    


 

ANNEX I

 

14












 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mikhail Faybusovish
    
	
 
    	
Name:   Mikhail Faybusovish
    
	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Vipul Dhadda
    
	
 
    	
Name:   Vipul Dhadda 
    
	
 
    	
Title:   Associate
    


 

ANNEX I

 

15











 

	
 
    	
UBS   AG, STAMFORD BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Irja R. Otsa
    
	
 
    	
Name:   Irja R. Otsa
    
	
 
    	
Title:   Associate Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mary E. Evans
    
	
 
    	
Name:   Mary E. Evans
    
	
 
    	
Title:   Associate Director
    


 

ANNEX I

 

16











 

	
 
    	
CAPITAL   ONE, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Wesley Fontana
    
	
 
    	
Name:   Wesley Fontana
    
	
 
    	
Title:   Vice President
    


 

ANNEX I

 

17











 

	
 
    	
ING   CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Huma Manal
    
	
 
    	
Name:   Huma Manal
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

18











 

	
 
    	
MIZUHO   CORPORATE BANK, LTD.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Leon Mo
    
	
 
    	
Name:   Leon Mo
    
	
 
    	
Title:   Authorized Signatory
    


 

ANNEX I

 

19











 

	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William B. Robinson
    
	
 
    	
Name:   William B. Robinson
    
	
 
    	
Title:   Vice President
    


 

ANNEX I

 

20











 

	
 
    	
CITIBANK,   N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Miller
    
	
 
    	
Name:   John Miller
    
	
 
    	
Title:   Attorney-in-Fact
    


 

ANNEX I

 

21











 

	
 
    	
KEYBANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Morris
    
	
 
    	
Name:   David Morris
    
	
 
    	
Title:   Vice President
    


 

ANNEX I

 

22











 

	
 
    	
SUNTRUST   BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gregory C. Magnuson
    
	
 
    	
Name:   Gregory C. Magnuson
    
	
 
    	
Title:   Vice President
    


 

ANNEX I

 

23











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Hiroshi Higuma
    
	
 
    	
Name:   Hiroshi Higuma
    
	
 
    	
Title:   Joint General Manager
    


 

ANNEX I

 

24












 

	
 
    	
THE   BANK OF NOVA SCOTIA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Frazell
    
	
 
    	
Name:   John Frazell
    
	
 
    	
Title:   Director
    


 

ANNEX I

 

25











 

	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lauren Day
    
	
 
    	
Name:   Lauren Day
    
	
 
    	
Title:   Authorized Signatory
    


 

ANNEX I

 

26











 

	
 
    	
NATIXIS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Donovan C. Broussard
    
	
 
    	
Name:   Donovan C. Broussard
    
	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Liana Tchernysheva
    
	
 
    	
Name:   Liana Tchernysheva
    
	
 
    	
Title:   Managing Director
    


 

ANNEX I

 

27











 

	
 
    	
BOKF,   N.A. D/B/A  BANK OF TEXAS, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mari Salazar
    
	
 
    	
Name:   Mari Salazar
    
	
 
    	
Title:   Senior Vice President
    


 

ANNEX I

 

28











 

SCHEDULE 7.14
 SUBSIDIARIES AND PARTNERSHIPS; UNRESTRICTED SUBSIDIARIES

 

	
Subsidiaries
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Organizational
   Identification
   Number
    	
 
    	
Taxpayer

Identification

Number
    	
 
    	
Principal Place of

Business

and Chief Executive

Office
    
	
Hawk   Field Services, LLC
    	
 
    	
Oklahoma
    	
 
    	
3500620355
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
HK   Energy Marketing, LLC
    	
 
    	
Delaware
    	
 
    	
4618598
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
HK   Transportation, LLC
    	
 
    	
Oklahoma
    	
 
    	
3512133820
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
KCS   Energy Services, Inc.
    	
 
    	
Delaware
    	
 
    	
2666373
    	
 
    	
76-0516389
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
KCS   Resources, LLC
    	
 
    	
Delaware
    	
 
    	
2353570
    	
 
    	
86-0876964

 

76-0413320

KCS   Resources, Inc. ID # may be used for certain state regulatory filing
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Medallion   California Properties Company
    	
 
    	
Texas
    	
 
    	
109992200
    	
 
    	
76-0267470
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
One   TEC Operating, LLC
    	
 
    	
Texas
    	
 
    	
800274901
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
One   TEC, LLC
    	
 
    	
Texas
    	
 
    	
800156535
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Petrohawk   Holdings, LLC
    	
 
    	
Delaware
    	
 
    	
3990561
    	
 
    	
20-3066517
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Petrohawk   Operating Company
    	
 
    	
Texas
    	
 
    	
01262202-00
    	
 
    	
75-2472880
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Petrohawk   Properties, LP
    	
 
    	
Texas
    	
 
    	
9759210
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
P-H   Energy, LLC
    	
 
    	
Texas
    	
 
    	
800414887
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    


 

ANNEX I

 











 

	
Subsidiaries
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Organizational
   Identification
   Number
    	
 
    	
Taxpayer

Identification

Number
    	
 
    	
Principal Place of

Business

and Chief Executive

Office
    
	
Winwell   Resources, L.L.C.
    	
 
    	
Louisiana
    	
 
    	
34473413K
    	
 
    	
86-0876964

 

72-1277420

Winwell   Resources, Inc. ID# may be used for certain state regulatory filing
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
WSF, Inc.
    	
 
    	
Louisiana
    	
 
    	
34357779D
    	
 
    	
72-1169871
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Big   Hawk Services, LLC
    	
 
    	
Delaware
    	
 
    	
4820240
    	
 
    	
86-0876964
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
FracHawk   Services, LLC
    	
 
    	
Delaware
    	
 
    	
4978556
    	
 
    	
 
    	
 
    	
1000   Louisiana Suite 5600 Houston, TX 77002
    


 

	
Unrestricted
   Subsidiaries
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Organizational
   Identification
   Number
    	
 
    	
Taxpayer
   Identification
   Number
    	
 
    	
Principal Place of
   Business
   and Chief Executive
   Office
    
	
EagleHawk   Field Services LLC
    	
 
    	
Delaware
    	
 
    	
4973511
    	
 
    	
 
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    
	
Proliq, Inc.
    	
 
    	
New   Jersey
    	
 
    	
9081403000
    	
 
    	
22-1516527
    	
 
    	
1000   Louisiana
   Suite 5600
   Houston, TX 77002
    


 

ANNEX I

 

2