exv4w1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
May 23, 2008, between Goodrich Petroleum Corporation, a Delaware corporation (the
“Company”), and Caddo Resources LP, a Delaware limited partnership (“Caddo”).



     WHEREAS, this Agreement is made in connection with the Closing of the purchase and sale of the
Assets and the issuance of Common Stock in consideration for the Assets pursuant to the Purchase
and Sale Agreement, dated as of May 23, 2008, between the Company and Caddo (the “Purchase
Agreement”);



     WHEREAS, the Company has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of Caddo pursuant to the Purchase Agreement; and



     WHEREAS, it is a condition to the obligations of Caddo and the Company under the Purchase
Agreement that this Agreement be executed and delivered.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as
so defined:



     “Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.



     “Agreement” has the meaning specified therefor in the introductory paragraph.



     “Commission” means the United States Securities and Exchange Commission.



     “Common Stock” means the Common Stock of the Company, par value $.20 per share.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “Holder” means the record holder of any Registrable Securities.



 









 





     “Losses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “NYSE” means The New York Stock Exchange, Inc.



     “Person” means any individual, corporation, company, voluntary association, Company,
joint venture, trust, limited liability company, unincorporated organization or government or any
agency, instrumentality or political subdivision thereof, or any other form of entity.



     “Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.



     “Registrable Securities” means the 908,098 shares of Common Stock issued to Caddo
pursuant to the Purchase Agreement, which Registrable Securities are subject to the rights provided
herein until such rights terminate pursuant to the provisions hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.05(b)
of this Agreement.



     “Selling Expenses” has the meaning specified therefor in Section 2.05(b) of
this Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



     “Shelf Registration Statement” means a registration statement under the Securities Act
to permit the resale of the Registrable Securities from time to time, including as permitted by
Rule 415 under the Securities Act (or any similar provision then in force under the Securities
Act).



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities
Act); (c) such Registrable Security can be disposed of pursuant to Rule 144 (or any similar
provision then in force under the Securities Act) by the Holder, (d) such Registrable Security is
held by the Company or one of its subsidiaries; (e) one year from the date on which the Shelf
Registration Statement contemplated by Section 2.01 is declared effective by the Commission
or (f) such Registrable Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are not assigned to the transferee of such securities.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.01 Shelf Registration.



          (a) Deadline To Go Effective. As soon as practicable following the Closing, but in
any event within 23 days of the Closing, the Company shall prepare and file a Shelf Registration
Statement under the Securities Act with respect to all of the Registrable Securities.




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The Company will use its commercially reasonable efforts to cause the Shelf Registration
Statement filed pursuant to this Section 2.01 to be declared effective and to be
continuously effective under the Securities Act until the date on which all such Registrable
Securities have ceased to be Registrable Securities (the “Effectiveness Period”). The
Shelf Registration Statement when declared effective (including any documents incorporated therein
by reference) will comply as to form in all material respects with all applicable requirements of
the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading.




          (b) Termination of Caddo’s Rights. Caddo’s rights (and any transferee’s rights
pursuant to Section 2.08) under this Section 2.01 shall terminate upon the
termination of the Effectiveness Period.




          (c) Delay Rights. Notwithstanding anything to the contrary contained herein, the
Company may, upon written notice to any Selling Holder whose Registrable Securities are included in
the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a
part of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales
of the Registrable Securities pursuant to the Shelf Registration Statement) if (i) the Company is
pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the
Company determines in good faith that the Company’s ability to pursue or consummate such a
transaction would be materially adversely affected by any required disclosure of such transaction
in the Shelf Registration Statement or (ii) the Company has experienced some other material
non-public event the disclosure of which at such time, in the good faith judgment of the Company,
would materially adversely affect the Company; provided, however, in no event shall Caddo be
suspended for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any
365-day period. Upon disclosure of such information or the termination of the condition described
above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities
are included in the Shelf Registration Statement, and shall promptly terminate any suspension of
sales it has put into effect and shall take such other actions to permit registered sales of
Registrable Securities as contemplated in this Agreement.




     Section 2.02 Sale Procedures. In connection with its obligations under this
Article II, the Company will, as expeditiously as possible:



          (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;




          (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any supplement or amendment thereto, upon request,
copies of reasonably complete drafts of the Shelf Registration Statement proposed to be filed, and
provide each such Selling Holder the opportunity to object to any information pertaining to such
Selling Holder and its plan of distribution that is contained therein




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and make the corrections reasonably requested by such Selling Holder with respect to such
information prior to filing the Shelf Registration Statement, and (ii) such number of copies of the
Shelf Registration Statement and the prospectus included therein and any supplements and amendments
thereto as such Persons may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities covered by such Shelf Registration Statement;




          (c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement under the securities or blue sky
laws of such jurisdictions as the Selling Holders shall reasonably request; provided, however, that
the Company will not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;




          (d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the filing of the
Shelf Registration Statement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration
Statement or any post-effective amendment thereto, when the same has become effective; and (ii) any
written comments from the Commission with respect to any filing referred to in clause (i) and any
written request by the Commission for amendments or supplements to the Shelf Registration Statement
or any prospectus or prospectus supplement thereto;




          (e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any
event as a result of which the prospectus or prospectus supplement contained in the Shelf
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt
by the Company of any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky laws of any
jurisdiction. Following the provision of such notice, the Company agrees to as promptly as
practicable amend or supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances then existing and to take
such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto;




          (f) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;




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          (g) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by the Company are then listed;




          (h) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company to enable the Selling Holders to consummate
the disposition of such Registrable Securities; and




          (i) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement.




     Each Selling Holder, upon receipt of notice from the Company of the happening of any event of
the kind described in subsection (e) of this Section 2.02, shall forthwith discontinue
disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (e) of this Section 2.02 or
until it is advised in writing by the Company that the use of the prospectus may be resumed, and
has received copies of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by the Company, such Selling Holder will deliver to the Company (at
the Company’s expense) all copies in their possession or control, other than permanent file copies
then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.



     Section 2.03 Cooperation by Holders. The Company shall have no obligation to include
in the Shelf Registration Statement Common Stock of a Selling Holder who has failed to timely
furnish such information that, in the opinion of counsel to the Company, is reasonably required in
order for the registration statement or prospectus supplement, as applicable, to comply with the
Securities Act.



     Section 2.04 Restrictions on Public Sale by Holders of Registrable Securities. For
one year following the Closing Date, each Holder of Registrable Securities who is included in the
Shelf Registration Statement agrees not to effect any public sale or distribution of the
Registrable Securities during the 30-day period following completion of an underwritten offering of
equity securities by the Company (except as provided in this Section 2.04); provided,
however, that the duration of the foregoing restrictions shall be no longer than the duration of
the shortest restriction generally imposed by the underwriters on the officers or directors or any
other stockholder of the Company on whom a restriction is imposed. In addition, the lock-up
provisions in this Section 2.04 shall not apply with respect to a Holder that, together
with its Affiliates, owns less than $20 million of Registrable Securities, based on the purchase
price per share under the Purchase Agreement.



     Section 2.05 Expenses.



          (a) Expenses. The Company will pay all reasonable Registration Expenses as determined
in good faith. Each Selling Holder shall pay all Selling Expenses in connection with any sale of
its Registrable Securities hereunder. In addition, except as otherwise provided in




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Section 2.07 hereof, the Company shall not be responsible for legal fees incurred by
Holders in connection with the exercise of such Holders’ rights hereunder.




          (b) Certain Definitions. “Registration Expenses” means all expenses incident
to the Company’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities on the Shelf Registration Statement pursuant to Section 2.01, and
the disposition of such securities, including, without limitation, all registration, filing,
securities exchange listing and NYSE fees, all registration, filing, qualification and other fees
and expenses of complying with securities or blue sky laws, fees of the Financial Industry
Regulatory Authority (FINRA), fees of transfer agents and registrars, all word processing,
duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and
independent public accountants for the Company, including the expenses of any special audits or
“cold comfort” letters required by or incident to such performance and compliance. “Selling
Expenses” means all underwriting fees, discounts and selling commissions allocable to the sale
of the Registrable Securities.




     Section 2.06 Indemnification.



          (a) By the Company. In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless
each Selling Holder thereunder, its directors, officers, employees and agents, and each
underwriter, pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such Selling Holder within
the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or
agents, against any losses, claims, damages, expenses or liabilities (including reasonable
attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such
Selling Holder, director, officer, employee, agent or underwriter or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement, any preliminary prospectus, free writing prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and will reimburse each such Selling
Holder, its directors, officers, employee and agents, each such underwriter and each such
controlling Person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Loss or actions or proceedings; provided, however, that the
Company will not be liable in any such case if and to the extent that any such Loss arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Selling Holder, its directors, officers,
employees and agents or any underwriter or such controlling Person in writing specifically for use
in the Shelf Registration Statement contemplated by this Agreement, or any preliminary prospectus,
free writing prospectus or final prospectus contained therein, or any amendment or supplement
thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Selling Holder or any such




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directors, officers, employees agents or any underwriter or controlling Person, and shall
survive the transfer of such securities by such Selling Holder.




          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Company, its directors, officers, employees and agents and each
Person, if any, who controls the Company within the meaning of the Securities Act or of the
Exchange Act, and its directors, officers, employees and agents, to the same extent as the
foregoing indemnity from the Company to the Selling Holders, but only with respect to information
regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly
for inclusion in the Shelf Registration Statements, or any preliminary prospectus, free writing
prospectus or final prospectus contained therein, or any amendment or supplement thereto.




          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.06. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.06 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnified party shall settle any action brought against it with respect to which it is entitled
to indemnification hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and unconditional release
from all liability of, the indemnifying party.




          (d) Contribution. If the indemnification provided for in this Section 2.06 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified
party or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of such



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indemnified party on the other in connection with the statements or omissions which resulted
in such Losses, as well as any other relevant equitable considerations; provided, however, that in
no event shall such Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale
of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact has been made by, or relates to,
information supplied by such party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this paragraph were to
be determined by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to herein. The amount paid by an indemnified
party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed
to include any legal and other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any Loss which is the subject of this paragraph. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.




          (e) Other Indemnification. The provisions of this Section 2.06 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.




     Section 2.07 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its commercially
reasonable efforts to:



          (a) Make and keep public information regarding the Company available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;




          (b) File with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act at all times from and after the date
hereof; and




          (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of the Company, and such other reports
and documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.




     Section 2.08 Transfer or Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities granted to Caddo by the Company under this Article
II may be transferred or assigned by Caddo to one or more transferee(s) or assignee(s) of such
Registrable Securities; provided, however, that (a) unless such transferee is an Affiliate of
Caddo,



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each such transferee or assignee holds Registrable Securities representing at least $20
million of Registrable Securities, based on the purchase price per share under the Purchase
Agreement, (b) the Company is given written notice prior to any said transfer or assignment,
stating the name and address of each such transferee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and (c) each such transferee
assumes in writing responsibility for its portion of the obligations of Caddo under this Agreement.




ARTICLE III

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:



          (a) if to Caddo, at 5949 Sherry Lane, Suite 755, Dallas, Texas 75225;




          (b) if to a transferee of Caddo, to such Holder at the address provided pursuant to
Section 2.08 above; and




          (c) if to the Company at 808 Travis Street, Suite 1320, Houston, Texas 77002 (facsimile:
713-780-9254).




     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by courier service or any
other means.



     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of Caddo under this Agreement may be transferred or assigned by Caddo in accordance with
Section 2.08 hereof.



     Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Stock. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any
and all shares of Common Stock of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange
for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for
combinations, stock splits, recapitalizations and the like occurring after the date of this
Agreement.



     Section 3.05 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of



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the parties hereto hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other equitable relief. The
existence of this right will not preclude any such Person from pursuing any other rights and
remedies at law or in equity which such Person may have.




     Section 3.06 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, including facsimile
counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same
Agreement.



     Section 3.07 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     Section 3.08 Governing Law. The Laws of the State of New York shall govern this
Agreement without regard to principles of conflict of Laws.



     Section 3.09 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by the Company set forth herein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter.



     Section 3.11 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Company and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall materially and adversely affect the
rights of any Holder hereunder without the consent of such Holder.



     Section 3.12 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.



     Section 3.13 Aggregation of Registrable Securities. All Registrable Securities held
or acquired by Persons who are Affiliates of one another shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.



     Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than Caddo shall have any obligation
hereunder and that no recourse under this Agreement or under any documents or instruments delivered
in connection herewith or therewith shall be had against any former, current or future



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director, officer, employee, agent, general or limited partner, manager, member, stockholder
or Affiliate of Caddo or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by
the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise by incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
Caddo or any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any
obligations of Caddo under this Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of such obligation or
its creation, except in each case for any assignee of Caddo hereunder.




     Section 3.15 Interpretation. Article and Section references to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same may be amended,
supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to.” Whenever any determination, consent or
approval is to be made or given by Caddo under this Agreement, such action shall be in Caddo’s sole
discretion unless otherwise specified.



[Signature pages to follow]




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     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.



	 	 	 	 	 
	 	GOODRICH PETROLEUM CORPORATION

 	 
	 	By:  	/s/ David R. Looney
 	 
	 	 	Name:  	David R. Looney 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	CADDO RESOURCES LP

 	 
	 	By:  	Caddo Resources GP, LLC,
 	 
	 	 	Its sole General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	             /s/ H. Rex Corey, Jr.
 	 
	 	 	Name:  	H. Rex Corey, Jr. 	 
	 	 	Title:  	President