Fifth Supplemental Indenture




 Exhibit 4.9 
 FIFTH SUPPLEMENTAL INDENTURE 
 FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of November 28, 2008 among Petrohawk Energy Corporation, a Delaware corporation (the “Company”), HK Energy Marketing, LLC, a Delaware limited liability company (the “New
Guarantor”), the existing Guarantors (as defined in the Indenture referred to herein), and Law Debenture Trust Company of New York, as the successor to U.S. Bank National Association, as trustee under the Indenture referred to herein (the
“Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.” 
 W I T N E S S E T H 
 WHEREAS, the Company
and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 1, 2004, relating to the 7 1/8% Senior Notes due 2012 (the “Securities”) of
the Company; 
 WHEREAS, Section 4.9 of the Indenture provides that if the Company or any of its Restricted Subsidiaries acquires or
creates another Restricted Subsidiary (other than a Foreign Subsidiary) on or after the Issue Date, then the Company shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor and execute a supplemental indenture
substantially in the form of Exhibit E to the Indenture and deliver an Opinion of Counsel to the Trustee as provided in the Indenture; and 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder.

 NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the other Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to unconditionally Guarantee to each Holder
and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and
the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantees. 
 3. EXECUTION AND DELIVERY. The New Guarantor agrees that the Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee.









 4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND
ENFORCE THIS SUPPLEMENTAL INDENTURE. 
 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. 
 6. EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof. 
 7. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms
and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
 IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. 
 Dated:
November 28, 2008 
  

			
	HK ENERGY MARKETING, LLC
		
	By:	 	 /s/ David S. Elkouri

		 	David S. Elkouri
		 	Secretary
	
	P-H ENERGY, LLC
	PETROHAWK OPERATING COMPANY
	RED RIVER FIELD SERVICES, L.L.C.
	WINWELL RESOURCES, INC.
	WSF, INC.
	KCS RESOURCES, INC.
	KCS ENERGY SERVICES, INC.
	 MEDALLION CALIFORNIA PROPERTIES COMPANY

	PROLIQ, INC.
	ONE TEC, LLC
	ONE TEC OPERATING, LLC
	BISON RANCH LLC
		
	By:	 	 /s/ David S. Elkouri

		 	David S. Elkouri
		 	Executive Vice President – General Counsel and Secretary


  

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	PETROHAWK HOLDINGS, LLC
		
	By:	 	 /s/ David S. Elkouri

		 	David S. Elkouri
		 	Vice President, Treasurer and Assistant Secretary
	
	PETROHAWK PROPERTIES, LP
		
	By:	 	P-H Energy, LLC
		 	Its General Partner
		
	By:	 	 /s/ David S. Elkouri

		 	David S. Elkouri
		 	Executive Vice President – General Counsel and Secretary
	
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 /s/ David S. Elkouri

		 	David S. Elkouri
		 	Executive Vice President – General Counsel and Secretary
	
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	 /s/ Robert L. Bice II

	Name:	 	Robert L. Bice II
	Title:	 	Vice President


  

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