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.
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KCS
RESOURCES, LLC
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By:
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Name:
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Floyd C.
Wilson
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Title:
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President and
Chief Executive Officer
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