Assumption Agreement dated January 20, 2009 - KCS Resources LLC




 Exhibit 10.42 
 ASSUMPTION AGREEMENT 
 ASSUMPTION AGREEMENT, dated as of January 20, 2009, made by KCS
Resources, LLC, a limited liability company duly formed and existing under the laws of the state of Delaware (the “Additional Grantor”), in favor of BNP Paribas, as administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit
Agreement. 
 W I T N E S S E T H: 
 WHEREAS, Petrohawk Energy Corporation (the “Borrower”), the Lenders, the Administrative Agent and the other Agents, have entered into the Third Amended and Restated Senior Revolving Credit Agreement, dated as of
September 10, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have entered into the Third Amended and Restated Guarantee and Collateral Agreement, dated as of September 10, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders and Affiliates of the Lenders; 
 WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1.
Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 10.13 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor
thereunder and expressly grants to the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a security interest in all Collateral owned by such Additional Grantor to secure all of such
Additional Grantor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 5 to the Guarantee and Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties contained in Article IV of the Guarantee and Collateral Agreement is true and correct on and as of the date hereof (after giving effect to this Assumption Agreement) as
if made on and as of such date. 








 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS. 
 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	KCS RESOURCES, LLC
		
	By:	 	 /s/ Floyd C. Wilson

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










 ANNEX 1-A 
 Schedule 1 
 NOTICE ADDRESSES OF GRANTORS 
  

	1.	KCS Resources, LLC 

 Delaware limited liability company

 Notice Address: 
 Attn: Floyd
C. Wilson 
 1000 Louisiana, Suite 5600 
 Houston, Texas 77002 
 Telephone: (832) 204-2700 
 Facsimile: (832) 204-2800 








 Schedule 2 
 DESCRIPTION OF PLEDGED SECURITIES 
  

									
	 Owner
	  	 Issuer
	  	 Class of Stock or
 other Equity Interest
	  	No. of
Shares	  	Certificate No.
	 KCS Resources, LLC
	  	Medallion California Properties Company	  	Common Stock	  	1000	  	3









 Schedule 3 
 FILINGS AND OTHER ACTIONS 
 REQUIRED TO PERFECT SECURITY INTERESTS 
 Uniform Commercial Code Filings 
 1. Financing
Statements in respect of the Third Amended and Restated Guaranty and Collateral Agreement dated as of September 10, 2008 by the Borrower, the Restricted Subsidiaries party thereto as Guarantors, in favor of the Administrative Agent and the
Lenders for the following entities: 
  

	 	(a)	KCS Resources, LLC (Delaware) 

 2. Stock Powers for the following entity:

  

	 	(a)	Medallion California Properties Company 

 3. Delivery to Administrative
Agent of Pledged Securities: 
  

	 	(a)	Medallion California Properties Company 









 Schedule 4 
 CORRECT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION, 
 ORGANIZATIONAL IDENTIFICATION
NUMBER, TAXPAYOR IDENTIFICATION 
 NUMBER AND CHIEF EXECUTIVE OFFICE 
  

							
	1.	 	KCS Resources, LLC	  		  	
		 	a Delaware limited liability company	  		  	
		 	Notice Address:	  		  	
		 	Organizational Identification Number:	  	2353570	  	
		 	Federal Identification Number:	  	86-0876964	  	
		 	Chief Executive Office:	  	1000 Louisiana, Suite 5600	  	
		 		  	Houston, Texas 77002	  	









 Schedule 5 
 PRIOR NAMES AND PRIOR CHIEF EXECUTIVE OFFICE 
  

							
	3.	 	KCS Resources, LLC	  		  	
		 	Prior Names:	  	KCS Resources, Inc.	  	
		 	Prior Chief Executive Office:	  	1000 Louisiana, Suite 5600	  	
		 		  	Houston, Texas 77002	  	
				
		 		  	5555 San Felipe, Suite 1200	  	
		 		  	Houston, Texas 77056