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Exhibit
10.2
THIRD
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
July 25, 2007
THIRD AMENDMENT
TO
SECOND AMENDED AND
RESTATED SENIOR REVOLVING CREDIT AGREEMENT
This THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this
“ Third Amendment ”) executed effective as of
July 25, 2007 (the “ Third 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 and the Second Amendment to Second
Amended and Restated Senior Revolving Credit Agreement, dated as of
May 8, 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 Third Amendment, shall
have the meaning ascribed such term in the Credit Agreement. Unless
otherwise indicated, all section references in this Third 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
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Agreement, dated as of
May 8, 2007, and the Third Amendment to Second Amended and
Restated Senior Revolving Credit Agreement dated as of
July 25, 2007, as the same may from time to time be further
amended, modified, supplemented or restated.
2.2 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,
(C) Redeem or otherwise repurchase the 2013 Notes and 2012
Notes up to a combined $375,000,000, provided that, before
and after giving pro forma effect to any such Redemption or
repurchase, any concurrent Redemption or repurchase of any Senior
Unsecured Notes and the Borrowing Base redetermination pursuant to
Section 2.4(a) of the Third Amendment (1) no Default or
Event of Default has occurred and is continuing or would exist and
(2) the Borrower would have at least $100,000,000 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).
2.3 Borrowing Base
.
(a) Repayment of Notes
. If the Borrower from time to time Redeems or prepays any of the
2012 Notes or 2013 Notes pursuant to Section 9.04(b)(i)(C),
then the Borrowing Base, at the Borrower’s option, shall be
increased by $100 for every $275 of the 2012 Notes or 2013 Notes so
redeemed or repurchased.
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(b) Fees . For any and
all increases in the Borrowing Base pursuant to Section 2.3(a)
of this Third 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 highest
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 Third 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 Third 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 Third
Amendment signed on behalf of such Person.
3.3 No Default or Event of
Default shall have occurred and be continuing as of the Third
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 Third 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.
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 Third 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 Third
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 Third
Amendment) shall remain in full force and effect in accordance with
its terms following the effectiveness of this Third
Amendment.
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