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Exhibit
10.1
SECOND
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
May 8, 2007
SECOND AMENDMENT
TO
SECOND AMENDED AND
RESTATED SENIOR REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this
“ Second Amendment ”) executed effective as of
the 8th day of May, 2007 (the “ Second 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, 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 Second Amendment, shall
have the meaning ascribed such term in the Credit Agreement. Unless
otherwise indicated, all section references in this Second
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 and the Second Amendment to Second Amended and
Restated Senior Revolving Credit Agreement dated as of May 8,
2007, as the same may from time to time be further amended,
modified, supplemented or restated.
1
2.2 Amendment to
Section 8.01(n) . Section 8.01(n) is hereby amended
and restated in its entirety as follows:
“(n) Production
Report and Lease Operating Statements . With the delivery of
(i) Reserve Reports under Section 8.12 and
(ii) quarterly financial statements under Section 8.01(b)
for the first and third fiscal quarters of each year, a report
setting forth, for each calendar month during the then current
fiscal year to date on a production date basis, the volume of
production and sales attributable to production (and the prices at
which such sales were made and the revenues derived from such
sales) for each such calendar month from the Oil and Gas
Properties, and setting forth the related ad valorem, severance and
production taxes and lease operating expenses attributable thereto
and incurred for each such calendar month.”
2.3 Amendment to
Section 9.04(b) . Section 9.04(b) is hereby amended
and restated in its entirety as follows:
(b) Redemption of Senior
Unsecured Notes; Amendment of Senior Indentures . The Borrower
will not, and will not permit any Restricted Subsidiary to, prior
to the date that is ninety-one (91) days after the Maturity
Date: (i) call, make or offer to make any optional or
voluntary Redemption of or otherwise optionally or voluntarily
Redeem (whether in whole or in part) the Senior Unsecured Notes;
provided that the Borrower may (A) prepay any Senior Unsecured
Notes and any premiums relating thereto with the Net Cash Proceeds
of any sale of Equity Interests (other than Disqualified Capital
Stock) of the Borrower, (B) Redeem or otherwise repurchase the
outstanding 2011 Notes that were not repurchased as part of the
tender offer contemplated in Section 6.01(n), provided that
(1) no Default or Event of Default has occurred and is
continuing or would exist after giving effect to such Redemption or
repurchase and (2) after giving pro forma effect to any
such Redemption or repurchase, the Borrower would have at least
$100,000,000 of unused availability under the Commitments or
(C) after July 16, 2007, prepay the 2012 Notes, provided
that (1) no Default or Event of Default has occurred and is
continuing or would exist after giving effect to such Redemption or
repurchase and (2) after giving pro forma effect to any
such Redemption or repurchase, the Borrower would have at least
$50,000,000 of unused availability under the Commitments or
(ii) amend, modify, waive or otherwise change, consent or
agree to any amendment, supplement, modification, waiver or other
change to, any of the terms of the Senior Unsecured Notes or any
Senior Indenture if (A) the effect thereof would be to shorten
its maturity or average life or increase the amount of any payment
of principal thereof or increase the rate or shorten any period for
payment of interest thereon, or (B) such action requires the
payment of a consent fee (howsoever described), provided that the
foregoing shall not prohibit the execution of supplemental
indentures to add guarantors if required by the terms of any Senior
Indenture provided such Person complies with
Section 8.14(b).
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2.4 Borrowing Base
.
(a) Scheduled
Redetermination . Pursuant to Section 2.07(b), each Lender
consents to, the Scheduled Redetermination pursuant to which the
Borrowing Base shall be increased to $750,000,000, effective from
May 1, 2007 to but excluding the next Redetermination Date.
Notwithstanding the foregoing, the Borrowing Base may be subject to
further adjustments from time to time pursuant to
Section 8.13(c) or Section 9.13.
(b) Repayment of KCS
Notes . If the Borrower from time to time redeems or prepays
the 2012 Notes pursuant to Section 9.04(b)(ii)(C), then the
Borrowing Base, at the Borrower’s option, shall be increased
by $100 for every $275 of 2012 Notes so redeemed or
repurchased.
(c) Fees . For any and
all increases in the Borrowing Base pursuant to Section 2.4(b)
of this Second Amendment, the Borrower agrees to pay to the
Administrative Agent, for the account of each Lender then party to
the Agreement, ratably in accordance with its Applicable
Percentage, a Borrowing Base increase fee equal to 0.2% on the
amount of any increase of the Borrowing Base over the Borrowing
Base previously in effect, payable on the effective date of any
such increase to the Borrowing Base.
Section 3. Conditions
Precedent . The effectiveness of this Second Amendment is
subject to the receipt by the Administrative Agent of the following
documents and satisfaction of the other conditions provided in this
Section 3, each of which shall be reasonably satisfactory to
the Administrative Agent in form and substance:
3.1 The Administrative Agent
and the Lenders shall have received all fees and other amounts due
and payable on or prior to the Second 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.
3.2 The Administrative Agent
shall have received from the Administrative Agent, the Required
Lenders and each of the Guarantors, counterparts (in such number as
may be requested by the Administrative Agent) of this Second
Amendment signed on behalf of such Person.
3.3 No Default or Event of
Default shall have occurred and be continuing as of the Second
Amendment Effective Date.
3.4 The Administrative Agent
shall have received such other documents as the Administrative
Agent or its special counsel may reasonably require.
The Administrative Agent is
hereby authorized and directed to declare this Second 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 4 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.
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Section 4. Representations
and Warranties; Etc. The Borrower and each Guarantor hereby
affirms: (a) that as of the date of execution and delivery of
this Second 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 Second Amendment and to
the transactions contemplated hereby, no Defaults exist under the
Loan Documents or will exist under the Loan Documents.
Section 5.
Miscellaneous .
5.1 Confirmation . The
provisions of the Credit Agreement (as amended by this Second
Amendment) shall remain in full force and effect in accordance with
its terms following the effectiveness of this Second
Amendment.
5.2 Ratification and
Affirmation of Borrower and Guarantors . The Borrower and
Guarantors hereby expressly (a) acknowledge the terms of this
Second 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
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