First Amendment to Amended Second Lien Term Loan Agreement

Exhibit 10.27

EXECUTION COPY

FIRST AMENDMENT

TO

AMENDED AND RESTATED SECOND LIEN TERM LOAN 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 SECOND LIEN TERM LOAN
AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN TERM LOAN 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 Second Lien Term Loan Agreement dated as of July 28, 2005 (the “Credit Agreement”) pursuant to which the Lenders have made that certain $150 million term loan to 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) of Section 9.04(b) is hereby deleted and the following inserted in lieu thereof:

     (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 or any Permitted Refinancing Debt in respect thereof; provided that the Borrower may (1) 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 (2) Redeem or otherwise purchase the Senior Unsecured Notes, provided that (A) the aggregate amount spent to Redeem or otherwise purchase such Senior Unsecured Notes does not exceed $25,000,000 and (B) 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 Senior Revolving Credit Agreement; 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 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.

     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

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

		PETROHAWK HOLDINGS, LLC
		MISSION HOLDINGS LLC
		By:		/s/ Connie D. Tatum
				Connie D. Tatum
				President

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