0000950129-06-002593 Sample Contracts

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of December 14, 2005, by and among Redley Company, a Delaware general partnership, Burris Run Company, a Delaware general partnership, and Red Clay Minerals, a Delaware general partnership (hereafter collectively referred to as “Seller”), and Petrohawk Energy Corporation, a Delaware corporation (“Buyer”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated effective as of January 10, 2006 by and among Petrohawk Energy Corporation, a Delaware corporation (the “Company”), and the entities listed on Schedule I to this Agreement (each a “Holder” and collectively, the “Holders”).

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
Second Lien Term Loan Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas • Texas

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.

EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas • Delaware

THIS EMPLOYEE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective the day of , 200 , by and between PETROHAWK ENERGY CORPORATION, a Delaware corporation (the “Company”), and (“Employee”).

ASSIGNMENT AGREEMENT
Assignment Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas

THIS ASSIGNMENT AGREEMENT (the “Assignment”) is made and executed effective the 27th day of January, 2006, by and between PETROHAWK ENERGY CORPORATION, a Delaware corporation (“Assignor”) and PETROHAWK PROPERTIES, LP, a Texas limited partnership (“Assignee”).

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
Senior Revolving Credit Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas • Texas

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.

13,000,000 Shares of PETROHAWK ENERGY CORPORATION Common Stock PLACEMENT AGREEMENT
Placement Agreement • March 14th, 2006 • Petrohawk Energy Corp • Crude petroleum & natural gas • New York

Lehman Brothers Inc. Friedman, Billings, Ramsey & Co., Inc. c/o Lehman Brothers Inc. 745 Seventh Avenue, Third Floor New York, New York 10019

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