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Exhibit
10.1
Execution Version
FIFTH
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
February 5, 2008
FIFTH AMENDMENT
TO
SECOND AMENDED AND
RESTATED SENIOR REVOLVING CREDIT AGREEMENT
This FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this
“ Fifth Amendment ”) executed effective as of
February 5, 2008 (the “ Fifth 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, 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, 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 Fifth Amendment, shall
have the meaning ascribed such term in the Credit Agreement. Unless
otherwise indicated, all section references in this Fifth 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 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, the
Fourth Amendment to Second Amended and Restated Senior Revolving
Credit Agreement, dated as of October 15, 2007 and the Fifth
Amendment to Second Amended and Restated Senior Revolving Credit
Agreement dated as of February 5, 2008, as the same may from
time to time be further amended, modified, supplemented or
restated.
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“ Applicable
Margin ” means, for any day, with respect to any ABR Loan
or Eurodollar Loan, or with respect to the Commitment Fee Rate, as
the case may be, the rate per annum set forth in the Borrowing Base
Utilization Grid below based upon the Borrowing Base Utilization
Percentage then in effect:
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Borrowing Base Utilization
Percentage
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<50% |
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³
50 %
<75 % |
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³
75 %
<90 % |
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³
90 %
<100% |
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³
100% |
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LIBOR Margin
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1.000 |
% |
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1.250 |
% |
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1.500 |
% |
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1.750 |
% |
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2.00 |
% |
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ABR Margin
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0.000 |
% |
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0.000 |
% |
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0.250 |
% |
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0.500 |
% |
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0.750 |
% |
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Commitment Fee Rate
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0.250 |
% |
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0.375 |
% |
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0.375 |
% |
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0.375 |
% |
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0.375 |
% |
Each change in the Applicable
Margin or Commitment Fee Rate shall apply during the period
commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such
change, provided, however, that if at any time the Borrower fails
to deliver a Reserve Report pursuant to Section 8.12(a), then
the “ Applicable Margin ” or “
Commitment Fee Rate ” means the rate per annum set
forth on the grid when the Borrowing Base Utilization Percentage is
at its highest level.
“ Borrowing Base
Equalization Date ” means February 5,
2009.
“ Borrowing Base
Utilization Percentage ” means, as of any day, the
fraction expressed as a percentage, the numerator of which is the
sum of the Revolving Credit Exposures of the Lenders on such day,
and the denominator of which is (a) prior to the Borrowing
Base Equalization Date, the Conforming Borrowing Base in effect on
such day and (b) on and after the Borrowing Base Equalization
Date, the Borrowing Base in effect on such day.
“ Conforming
Borrowing Base ” means at any time an amount equal to the
amount determined in accordance with Section 2.07, as the same
may be adjusted from time to time pursuant to Section 8.13(c)
or Section 9.13.
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“ Fifth Amendment
Effective Date ” shall mean February 5,
2008.
2.2 Section 2.03
. Section 2.03(v) shall be amended and restated in its
entirety as follows:
“(v) the amount of the
then effective Borrowing Base and the then effective Conforming
Borrowing Base (if applicable), the current total Revolving Credit
Exposures (without regard to the requested Borrowing) and the
pro form a total Revolving Credit Exposures (giving effect
to the requested Borrowing); and”
2.3 Section 2.07
. Section 2.07 is hereby amended and restated in its entirety
as follows:
“Section 2.07
Borrowing Base .
(a) Initial Borrowing
Base . For the period from and including the Fifth Amendment
Effective Date to but excluding the next Redetermination Date, the
amount of the Borrowing Base shall be $1,000,000,000 and the amount
of the Conforming Borrowing Base shall be $900,000,000.
Notwithstanding the foregoing, the Borrowing Base and the
Conforming Borrowing Base may be subject to further adjustments
from time to time pursuant to Section 8.13(c) or
Section 9.13. As of the Borrowing Base Equalization Date, the
Borrowing Base shall equal the Conforming Borrowing Base and all
references to the “Conforming Borrowing Base” in this
Agreement shall mean the Borrowing Base.
(b) Scheduled and Interim
Redeterminations . The Borrowing Base (and, if applicable, the
Conforming Borrowing Base) shall be redetermined semi-annually in
accordance with this Section 2.07 (a “ Scheduled
Redetermination ”), and, subject to Section 2.07(d),
such redetermined Borrowing Base (and, if applicable, Conforming
Borrowing Base) shall become effective and applicable to the
Borrower, the Agents, the Issuing Bank and the Lenders on
May 1st and November 1st of each year. In addition, the
Borrower may, by notifying the Administrative Agent thereof, and
the Administrative Agent may, at the direction of the Majority
Lenders, by notifying the Borrower thereof, one time during any
12-month period, each elect to cause the Borrowing Base to be
redetermined between Scheduled Redeterminations (an “
Interim Redetermination ”) in accordance with this
Section 2.07.
(c) Scheduled and Interim
Redetermination Procedure .
(i) Each Scheduled
Redetermination and each Interim Redetermination shall be
effectuated as follows: Upon receipt by the Administrative Agent of
(A) the Reserve Report and the certificate required to be
delivered by the Borrower to the Administrative Agent, in the case
of a Scheduled Redetermination, pursuant to Section 8.12(a)
and (c), and, in the case of an Interim Redetermination, pursuant
to Section 8.12(b) and (c), and (B) such other reports,
data and supplemental information, including, without
limitation,
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the information provided
pursuant to Section 8.12(c), as may, from time to time, be
reasonably requested by the Majority Lenders (the Reserve Report,
such certificate and such other reports, data and supplemental
information being the “ Engineering Reports ”),
the Administrative Agent shall evaluate the information contained
in the Engineering Reports and shall, in its sole discretion,
propose a new Borrowing Base and which shall, prior to the
Borrowing Base Equalization Date, also specify a new Conforming
Borrowing Base (the “ Proposed Borrowing Base ”)
based upon such information and such other information (including,
without limitation, the status of title information with respect to
the Oil and Gas Properties as described in the Engineering Reports
and the existence of any other Debt) as the Administrative Agent
deems appropriate and consistent with its normal oil and gas
lending criteria as it exists at the particular time. In no event
shall the Proposed Borrowing Base exceed the Aggregate Maximum
Credit Amounts.
(ii) The Administrative Agent
shall notify the Borrower and the Lenders of the Proposed Borrowing
Base (the “ Proposed Borrowing Base Notice
”):
(A) in the case of a
Scheduled Redetermination (1) if the Administrative Agent
shall have received the Engineering Reports required to be
delivered by the Borrower pursuant to Section 8.12(a) and
(c) in a timely and complete manner, then on or before
April 15th and October 15th of such year following the
date of delivery or (2) if the Administrative Agent shall not
have received the Engineering Reports required to be delivered by
the Borrower pursuant to Section 8.12(a) and (c) in a
timely and complete manner, then promptly after the Administrative
Agent has received complete Engineering Reports from the Borrower
and has had a reasonable opportunity to determine the Proposed
Borrowing Base in accordance with Section 2.07(c)(i);
and
(B) in the case of an Interim
Redetermination, promptly, and in any event, within fifteen
(15) days after the Administrative Agent has received the
required Engineering Reports.
(iii) Any Proposed Borrowing
Base that would increase the Borrowing Base (or, if applicable, the
Conforming Borrowing Base) then in effect must be approved or
deemed to have been approved by the Required Lenders as provided in
this Section 2.07(c)(iii); and any Proposed Borrowing Base
that would decrease or maintain the Borrowing Base (or, if
applicable, the Conforming Borrowing Base) then in effect must be
approved or be deemed to have been approved by the Majority Lenders
as provided in this Section 2.07(c)(iii). Upon receipt of the
Proposed Borrowing Base Notice, each Lender shall have fifteen
(15) days to agree with the Proposed Borrowing Base or
disagree with the Proposed Borrowing Base by proposing an alternate
Borrowing Base (which proposal must also propose, if applicable, a
Conforming Borrowing Base). If at the end of such fifteen
(15) days, any Lender has not communicated its approval or
disapproval in writing to the Administrative Agent, such silence
shall be
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deemed to be an approval of
the Proposed Borrowing Base. If, at the end of such 15-day period,
the Required Lenders, in the case of a Proposed Borrowing Base that
would increase the Borrowing Base (or, if applicable, the
Conforming Borrowing Base) then in effect, or the Majority Lenders,
in the case of a Proposed Borrowing Base that would decrease or
maintain the Borrowing Base (or, if applicable, the Conforming
Borrowing Base) then in effect, have approved or deemed to have
approved, as aforesaid, then the Proposed Borrowing Base shall
become the new Borrowing Base (and, if applicable, the Conforming
Borrowing Base), effective on the date specified in
Section 2.07(d). If, however, at the end of such 15-day
period, the Required or Majority Lenders, as applicable, have not
approved or deemed to have approved, as aforesaid, then the
Administrative Agent shall poll the Lenders to ascertain the
highest Borrowing Base (and, if applicable, the Conforming
Borrowing Base) then acceptable to the Majority Lenders for
purposes of this Section 2.07 and, so long as such amount does
not increase the Borrowing Base (or, if applicable, the Conforming
Borrowing Base) then in effect, such amount shall become the new
Borrowing Base (and, if applicable, the new Conforming Borrowing
Base), effective on the date specified in Section 2.07(d).
While the Conforming Borrowing Base is in effect, the foregoing
procedures shall apply to each proposed Borrowing Base and each
proposed Conforming Borrowing Base separately.
(iv) The Borrowing Base shall
not be more than $100,000,000 greater than the Conforming Borrowing
Base. If the Conforming Borrowing Base is adjusted and the
Borrowing Base is more than $100,000,000 greater than the
Conforming Borrowing Base, then the Borrowing Base shall
automatically be reduced to an amount that is equal to $100,000,000
greater than the Conforming Borrowing Base.
(d) Effectiveness of a
Redetermined Borrowing Base . After a redetermined Borrowing
Base (and, if applicable, the Conforming Borrowing Base) is
approved or is deemed to have been approved by the Required Lenders
or the Majority Lenders, as applicable, pursuant to
Section 2.07(c)(iii), the Administrative Agent shall notify
the Borrower and the Lenders of the amount of the redetermined
Borrowing Base (and, if applicable, the Conforming Borrowing Base)
(the “ New Borrowing Base Notice ”), and such
amount shall become the new Borrowing Base (and, if applicable, the
new Conforming Borrowing Base), effective and applicable to the
Borrower, the Agents, the Issuing Bank and the Lenders:
(i) in the case of a
Scheduled Redetermination, (A) if the Administrative Agent
shall have received the Engineering Reports required to be
delivered by the Borrower pursuant to Section 8.12(a) and
(c) in a timely and complete manner, then on May 1st or
November 1st, as applicable, following such notice, or
(B) if the Administrative Agent shall not have received the
Engineering Reports required to be delivered by the Borrower
pursuant to Section 8.12(a) and (c) in a timely and
complete manner, then on the Business Day next succeeding delivery
of such notice; and
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(ii) in the case of an
Interim Redetermination, on the Business Day next succeeding
delivery of such notice.
Such amount shall then become
the Borrowing Base (and, if applicable, the Conforming Borrowing
Base) until the next Scheduled Redetermination Date, the next
Interim Redetermination Date or t
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