First Amendment to Amended Senior Revolving Credit Agreement
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EX-10.26 5 h33939exv10w26.htm FIRST AMENDMENT TO AMENDED SENIOR REVOLVING CREDIT AGREEMENT exv10w26
Exhibit 10.26
EXECUTION COPY
FIRST AMENDMENT
TO
AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT
Dated Effective as of November 16, 2005
among
PETROHAWK ENERGY CORPORATION,
as Borrower,
THE GUARANTORS,
BNP PARIBAS,
as Administrative Agent,
and
THE LENDERS PARTY HERETO
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING
CREDIT AGREEMENT
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this First Amendment) dated effective as of November 16, 2005, is among PETROHAWK ENERGY CORPORATION, a Delaware corporation (the Borrower); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors); BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders); and each of the undersigned Lenders.
R E C I T A L S
A. The Borrower, the Agents and the Lenders are parties to that certain Amended and Restated Senior Revolving Credit Agreement dated as of July 28, 2005 (the Credit Agreement) pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested and the 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 used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.02. The definition of Agreement is hereby amended in its entirety to read as follows:
Agreement means this Credit Agreement, as amended by the First Amendment, and as the same may from time to time be amended, modified, supplemented or restated.
2.2 Redemption of Senior Unsecured Notes. Clause (i)(B) of Section 9.04(b) and the words and/or immediately preceding such clause are hereby deleted and the following inserted in lieu thereof:
(B) prepay the Senior Unsecured Notes and any premiums relating thereto with the proceeds of any Permitted Refinancing Debt or with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower and/or
(C) Redeem or otherwise purchase the Senior Unsecured Notes, provided that (1) the aggregate amount spent to Redeem or otherwise purchase such Senior Unsecured Notes under this subclause (C) does not exceed $25,000,000 and (2) after giving pro forma effect to any such Redemption or purchase, the Borrower would have at least $25,000,000 of unused availability under the Commitments; or
Section 3. Conditions Precedent. This First Amendment shall become effective as of November 16, 2005 on the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
3.1 The Administrative Agent shall have received from the Majority Lenders, the Borrower and each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.
3.2 All fees and other expenses required to be paid in connection with the First Amendment shall have been paid.
3.3 No Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) 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, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) since December 31, 2004, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
4.3 Loan Document. This First Amendment is a Loan Document as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.
4.4 Counterparts. This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together
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shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 No Oral Agreement. This First Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.
4.6 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed, to be effective as of November 16, 2005.
BORROWER: | PETROHAWK ENERGY CORPORATION | |||||||
By: | /s/ Floyd C. Wilson | |||||||
Floyd C. Wilson | ||||||||
President and Chief Executive Officer |
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GUARANTORS: | PETROHAWK OPERATING COMPANY | |||||
P-H ENERGY, LLC | ||||||
PETROHAWK PROPERTIES, LP | ||||||
By: | P-H Energy, LLC Its General Partner | |||||
BETA OPERATING COMPANY, L.L.C. | ||||||
By: | PETROHAWK ENERGY CORPORATION | |||||
Its Sole Member | ||||||
TCM, L.L.C. | ||||||
By: | BETA OPERATING COMPANY, L.L.C. | |||||
Its Sole Member | ||||||
By: | PETROHAWK ENERGY CORPORATION | |||||
Its Sole Member | ||||||
RED RIVER FIELD SERVICES, L.L.C. | ||||||
By: | BETA OPERATING COMPANY, L.L.C. | |||||
Its Sole Member | ||||||
By: | PETROHAWK ENERGY CORPORATION | |||||
Its Sole Member | ||||||
PROHAWK OIL & GAS CORPORATION | ||||||
PROHAWK OPERATING, LLC | ||||||
By: | PROHAWK OIL & GAS CORPORATION | |||||
Its Sole Member-Manager | ||||||
MISSION E&P LIMITED PARTNERSHIP | ||||||
By: | BLACK HAWK OIL COMPANY | |||||
Its General Partner | ||||||
BLACK HAWK OIL COMPANY | ||||||
By: | /s/ Floyd C. Wilson | |||||
Floyd C. Wilson | ||||||
President and Chief Executive Officer |
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PETROHAWK HOLDINGS, LLC | ||||||
MISSION HOLDINGS LLC | ||||||
By: | /s/ Connie D. Tatum | |||||
Connie D. Tatum | ||||||
President |
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ADMINISTRATIVE AGENT: | BNP PARIBAS, | |||||
as Administrative Agent | ||||||
By: | /s/ Brian M. Malone | |||||
Name: | Brian M. Malone | |||||
Title: | Managing Director | |||||
By: | /s/ Evans R. Swann | |||||
Name: | Evans R. Swann | |||||
Title: | Director | |||||
BNP PARIBAS | ||||||
By: | /s/ Brian M. Malone | |||||
Name: | Brian M. Malone | |||||
Title: | Managing Director | |||||
By: | /s/ Evans R. Swann | |||||
Name: | Evans R. Swann | |||||
Title: | Director | |||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Gregory B. Hanson | |||||
Name: | Gregory B. Hanson | |||||
Title: | Vice President | |||||
JPMORGAN CHASE BANK, N.A. | ||||||
By: | /s/ Elizabeth Pavlas | |||||
Name: | Elizabeth Pavlas | |||||
Title: | Assistant Vice President |
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WELLS FARGO BANK, N.A. | ||||||
By: | /s/ Jeff Dalton | |||||
Name: | Jeff Dalton | |||||
Title: | Vice President | |||||
HARRIS NESBITT FINANCING, INC. | ||||||
By: | /s/ James V. Ducote | |||||
Name: | James V. Ducote | |||||
Title: | Vice President | |||||
KEYBANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Thomas Rajan | |||||
Name: | Thomas Rajan | |||||
Title: | Vice President | |||||
ALLIED IRISH BANKS P.L.C. | ||||||
By: | /s/ Mark Connelly | |||||
Name: | Mark Connelly | |||||
Title: | Vice President | |||||
By: | /s/ Aidan Lanigan | |||||
Name: | Aidan Lanigan | |||||
Title: | Vice President | |||||
AMEGY BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ W. Bryan Chapman | |||||
Name: | W. Bryan Chapman | |||||
Title: | Senior Vice President, Energy Lending |
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FORTIS CAPITAL CORP. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
SUNTRUST BANK | ||||||
By: | /s/ Sean M. Roche | |||||
Name: | Sean M. Roche | |||||
Title: | Vice President | |||||
BANK OF TEXAS, N.A. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Monte E. Deckerd | |||||
Name: | Monte E. Deckerd | |||||
Title: | Vice President | |||||
COMERICA BANK | ||||||
By: | /s/ Huma Vadgama | |||||
Name: | Huma Vadgama | |||||
Title: | Vice President |
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COMPASS BANK | ||||||
By: | /s/ Murray E. Brasseux | |||||
Name: | Murray E. Brasseux | |||||
Title: | Executive Vice President | |||||
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||
By: | /s/ Evelyn Lazala | |||||
Name: | Evelyn Lazala | |||||
Title: | Vice President | |||||
By: | /s/ Lana Gifas | |||||
Name: | Lana Gifas | |||||
Title: | Vice President | |||||
MACQUARIE BANK LIMITED | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
STERLING BANK | ||||||
By: | /s/ Jeff A. Forbis | |||||
Name: | Jeff A. Forbis | |||||
Title: | Senior Vice President |
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