exv4w2



 






Exhibit 4.2




 






FIRST AMENDMENT




TO




SECOND LIEN TERM LOAN AGREEMENT




dated as of




December 14, 2005




among




GOODRICH PETROLEUM COMPANY, L.L.C.,


as Borrower,




BNP PARIBAS,


as Administrative Agent,




and




The Lenders Party Hereto



 






 









 












FIRST AMENDMENT TO

SECOND LIEN TERM LOAN AGREEMENT




     THIS FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT (this “First Amendment”) dated
as of December 14, 2005, is among GOODRICH PETROLEUM COMPANY, L.L.C., a Louisiana limited
liability company (“Borrower”); each of the undersigned Guarantors (collectively, the
“Guarantors”); BNP PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, “Administrative Agent”) for the lenders party to the Credit
Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.



RECITALS




     A. Borrower, Administrative Agent and the Lenders are parties to that certain Second Lien Term
Loan Agreement dated as of November 17, 2005 (the “Credit Agreement”), pursuant to which
the Lenders have made certain loans to Borrower.



     B. Borrower has requested, and the Lenders have agreed, to amend and waive 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
article and section references in this First Amendment refer to articles and sections of the Credit
Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Amendment to Section 1.1. The definition of “Existing Preferred Stock” is hereby
amended in its entirety to read as follows:




     “Existing Preferred Stock” means the Goodrich Series B Preferred Stock traded
on the Portal Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market Inc.



     Section 3. Waiver. Borrower has informed the Administrative Agent and the Lenders
that it plans to redeem all of the issued and outstanding Goodrich Series A Preferred Stock (the
“Series A Preferred Stock”). Borrower has further informed the Administrative Agent and
the Lenders that this redemption may violate Section 9.9. Accordingly, Borrower hereby requests,
and the Determining Lenders hereby agree, to waive Borrower’s compliance with Section 9.9 to the
extent such section would prohibit or limit the redemption of the Series A Preferred Stock. Except
as expressly waived herein, all covenants, obligations and agreements of Borrower and the
Guarantors contained in the Credit Agreement and the other Loan Documents shall remain in full
force and effect in accordance with their terms.



     Without limitation of the foregoing, the foregoing waiver is hereby granted to the extent and
only to the extent specifically stated herein and for no other purpose or period and shall not



 









 







be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or
condition of the Credit Agreement, any other Loan Document or any of the documents referred to
therein, or (b) except as expressly set forth herein, prejudice any right or rights which the
Administrative Agent or the Lenders may now have or may have in the future under or in connection
with the Credit Agreement, any other Loan Document or any of the documents referred to therein.
Granting the waiver set forth herein does not and should not be construed to be an assurance or
promise that waivers or consents will be granted in the future, whether for the matters herein
stated or on other unrelated matters.



     Section 4. Conditions Precedent. This First Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 14.8 of the Credit Agreement) (the “Effective Date”):



     4.1 Administrative Agent shall have received from the Determining Lenders, Borrower and the
Guarantors counterparts (in such number as may be requested by Administrative Agent) of this First
Amendment signed on behalf of such Persons.



     4.2 Administrative Agent shall have received such other documents as Administrative Agent or
special counsel to Administrative Agent may reasonably request.



     4.3 No Default shall have occurred and be continuing, after giving effect to the terms of this
First Amendment.



     Section 5. Miscellaneous.



     5.1 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.



     5.2 Ratification and Affirmation; Representations and Warranties. Borrower and each
Guarantor 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 or modified hereby, notwithstanding the
amendments and modifications 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, 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 November 17, 2005, there has been no event, development or circumstance that has had or could
reasonably be expected to have a Material Adverse Event. 



     5.3 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.



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     5.4 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.



     5.5 NO ORAL AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG 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.



     5.6 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.



[SIGNATURES BEGIN NEXT PAGE]





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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.



	 	 	 	 	 
	BORROWER:	 	GOODRICH PETROLEUM COMPANY, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	      Robert C. Turnham, Jr.
	 

	 	 	 	      President and
	 

	 	 	 	      Chief Operating Officer
	 
	 	 	 	 
	GUARANTORS:	 	GOODRICH PETROLEUM CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	      Robert C. Turnham, Jr.
	 

	 	 	 	      President and
	 

	 	 	 	      Chief Operating Officer
	 
	 	 	 	 
	 	 	GOODRICH PETROLEUM COMPANY – LAFITTE, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	      Robert C. Turnham, Jr.
	 

	 	 	 	      President and
	 

	 	 	 	      Chief Operating Officer






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	ADMINISTRATIVE AGENT:	 	BNP Paribas, as a Lender and as
Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	      Brian Malone
	 

	 	 	 	      Managing Director
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	      Polly Schott
	 

	 	 	 	      Vice President







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