exv10w1



 






Exhibit 10.1



REGISTRATION RIGHTS AGREEMENT


1,650,000 SHARES


GOODRICH PETROLEUM CORPORATION


5.375% Series B Cumulative Convertible Preferred Stock


REGISTRATION RIGHTS AGREEMENT



December 21, 2005




BEAR, STEARNS & CO. INC.

BNP PARIBAS SECURITIES CORP.

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179




Ladies and Gentlemen:



Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell
to Bear, Stearns & Co. Inc. and BNP Paribas Securities Corp. (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated December 16, 2005 (the
“Purchase Agreement”), 1,650,000 shares (the “Firm Shares”) of the Company’s 5.375% Series B
Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00
per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to
the Initial Purchasers an option to purchase up to 600,000 additional shares of its Series B
Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the
“Purchased Shares”). The Purchased Shares will be convertible into shares of common stock, par
value $0.20 per share, of the Company (the “Common Stock”), as set forth in the Company’s Offering
Memorandum dated December 16, 2005 (the “Offering Memorandum”), subject to adjustment in accordance
with the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the
“Certificate of Designation”). The Purchased Shares and any Common Stock issued upon conversion of
the Purchased Shares and Common Stock issued as payment or part payment of dividends on the Series
B Convertible Preferred Stock are collectively referred to as the “Securities.” As an inducement
to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition
to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial
Purchasers for the benefit of the holders of Securities (“Holders,” and includes any person that
has a beneficial interest in any Transfer Restricted Security (as defined below) in book-entry
form) from time to time of the Transfer Restricted Security as follows:




     1. Shelf Registration. So long as any Transfer Restricted Security (as defined in Section
1(d) below) exists, the Company shall take the following actions:



 









 






     (a) The Company shall, as soon as practicable but in any event within 120 days after
the date on which the Initial Purchasers purchase the Firm Shares pursuant to the Purchase
Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the
“Commission”) and thereafter use its reasonable best efforts to cause to be declared
effective no later than 240 days after the Closing Date a registration statement (the “Shelf
Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended
(the “Securities Act”) relating to the offer and sale of the Transfer Restricted Securities
by the Holders thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an
Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all the
provisions of this Agreement applicable to such Holder.




     (b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective, in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, until all of the Securities
covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are
eligible to be sold under Rule 144(k) under the Securities Act (or any successor rule
thereof), assuming for this purpose that the Holders thereof are not affiliates of the
Company (in any such case, such period being called the “Shelf Registration Period.” The
Company shall be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the Shelf Registration Period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not being able
to offer and sell such Securities during that period, unless such action is required by
applicable law.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company
shall cause the Shelf Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement, amendment
or supplement, (i) to comply in all material respects with the applicable requirements of
the Securities Act and the rules and regulations of the Commission and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, the Company
shall have no such obligations or liabilities with respect to any written information
pertaining to any Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein.




     (d) “Transfer Restricted Securities” means each Security until (i) the date on which
such Security has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (ii) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.



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     2. Registration Procedures. In connection with the Shelf Registration contemplated by Section
1 hereof, the following provisions shall apply so long as any Transfer Restricted Security exists:




     (a) The Company shall (i), if requested by an Initial Purchaser, furnish, without
charge, to such Initial Purchaser, prior to the filing thereof with the Commission, a copy
of the Shelf Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that an Initial Purchaser (with respect
to any portion of an unsold allotment from the original offering) is participating in the
Shelf Registration Statement, the Company shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose, (ii) include in each such document the names of the Holders who have
delivered written notice to the Company at least three business days prior to the filing
thereof that they propose to sell Transfer Restricted Securities pursuant to the Shelf
Registration Statement as selling securityholders and (iii) file pursuant to Rule 424(b)
under the Securities Act within five business days a supplement to the prospectus contained
in the Shelf Registration Statement or, if required, file a post-effective amendment to the
Shelf Registration Statement, in each case, to cover new Holders of Securities upon at least
seven business days prior written notice by such new Holders to such effect; provided,
however, that (A) in no event shall the Company be required to file pursuant to Rule 424(b)
under the Securities Act a supplement to the prospectus contained in the Shelf Registration
Statement to cover new Holders of Securities on any day other than the last business day of
the first full calendar month following the calendar month in which the Shelf Registration
is declared effective and the last business day of each subsequent calendar month thereafter
and (B), in the case where a post-effective amendment is required, in no event shall the
Company be required to file a post-effective amendment to the Shelf Registration Statement
to cover new Holders of Securities on any day other than the last business day of the third
full calendar month following the calendar month in which the Shelf Registration is declared
effective and the last business day of each subsequent third calendar month thereafter.




     (b) The Company shall give written notice to the Initial Purchasers, the Holders of the
Securities and the Holders of Transfer Restricted Securities included within the coverage of
the Shelf Registration Statement (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the requisite
changes have been made):




     (i) when the Shelf Registration Statement or any amendment thereto has been
filed with the Commission and when the Shelf Registration Statement or any
post-effective amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Shelf Registration Statement or the prospectus included therein or for additional
information;



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     (iii) of the 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;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes in
the Shelf Registration Statement or the prospectus in order that the Shelf
Registration Statement or the prospectus do not contain an untrue statement of a
material fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in light of
the circumstances under which they were made) not misleading.




     (c) The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Shelf Registration
Statement.




     (d) The Company shall furnish to each Holder of Transfer Restricted Securities included
within the coverage of the Shelf Registration, without charge, if the Holder so requests in
writing, at least one copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules and all exhibits thereto
(including those, if any, incorporated by reference).




     (e) The Company shall, during the Shelf Registration Period, deliver to each Holder of
Transfer Restricted Securities included within the coverage of the Shelf Registration
Statement, without charge, as many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the
Transfer Restricted Securities covered by the prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.




     (f) Prior to any public offering of the Securities pursuant to the Shelf Registration
Statement, the Company shall register or qualify or cooperate with the Holders of the
Transfer Restricted Securities included therein and their respective counsel in connection
with the registration or qualification of the Securities for offer and sale under the
securities or “blue sky” laws of such states of the United States as any Holder reasonably
requests in writing and do any and all other acts or things necessary or advisable to enable
the offer and sale in such jurisdictions of the Securities covered by the Shelf Registration
Statement; provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified or (ii) take
any action which would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject.



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     (g) The Company shall cooperate with the Holders of the Transfer Restricted Securities
to facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to the Shelf Registration Statement free of any restrictive
legends and in such denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to the Shelf
Registration Statement, except in such cases where such Transfer Restricted Securities are
required to be issued only in book-entry form pursuant to the terms of the Certificate of
Designation.




     (h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 2(b) above during the Shelf Registration Period, the Company shall promptly prepare
and file a post-effective amendment to the Shelf Registration Statement or a supplement to
the related prospectus and any other required document so that, as thereafter delivered to
Holders of the Securities or purchasers of Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers or the
Holders of Transfer Restricted Securities included within the coverage of the Shelf
Registration Statement, in accordance with paragraphs (ii) through (v) of Section 2(b)
above, to suspend the use of the prospectus until the requisite changes to the prospectus
have been made, then the Initial Purchasers and the Holders shall suspend use of such
prospectus.




     (i) Not later than the effective date of the Shelf Registration Statement, the Company
will provide CUSIP numbers for the Series B Convertible Preferred Stock registered for
resale under the Shelf Registration Statement, and provide one or more certificates for such
Series B Convertible Preferred Stock, in a form eligible for deposit with The Depository
Trust Company.




     (j) The Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Shelf Registration and will make generally
available to its security holders (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Shelf Registration Statement, which
statement shall cover such 12-month period.




     (k) The Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the Holder and
the distribution of the Securities as the Company may from time to time reasonably require
for inclusion in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within the
applicable time period specified in Section 2(a) above.




     (l) The Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action,



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if any, as any Holder of the Securities shall reasonably request in order to facilitate
the disposition of the Securities pursuant to any Shelf Registration.




     (m) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders of the Securities or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the Company and
(ii) cause the Company’s officers, directors, employees, accountants and auditors to supply
all relevant information reasonably requested by the Holders of the Securities or any such
underwriter, attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct
a reasonable investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by Bear Stearns & Co. Inc. and on behalf of the other
parties, by one counsel designated by and on behalf of such other parties as described in
Section 3 hereof.




     (n) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due authorization, execution
and delivery of the relevant agreement of the type referred to in Section 2(l) hereof; the
due authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or governmental
proceedings involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or any agreement of the type referred to in
Section 2(l) hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein with the requirements of the Securities Act;
and, as of the date of the opinion and as of the effective date of the Shelf Registration
Statement or most recent post-effective amendment thereto, as the case may be, the absence
from such Shelf Registration Statement and the prospectus included therein, as then amended
or supplemented, and from any documents incorporated by reference therein of an untrue
statement of a material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in the case of
any such documents, in the light of the circumstances existing at the time that such
documents were filed with the Commission under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”)); (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof requested by any underwriters of the
applicable Securities and (iii) its independent public accountants to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type



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customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and only if
permitted, by the American Institute of Certified Public Accountants’ Professional Standard
AU Section 634 “Letters for Underwriters and Certain Other Requesting Parties.”




     (o) The Company shall use its best efforts to cause the Common Stock included in such
Shelf Registration Statement to be, upon resale thereunder, listed on each securities
exchange, if any, on which any shares of Common Stock are then listed.




     (p) The Company shall use its best efforts to take all other steps necessary to effect
the registration of the Transfer Restricted Securities covered by the Shelf Registration
Statement contemplated hereby.



     3. Registration Expenses.




     (a) All expenses incident to the Company’s performance of and compliance with this
Agreement will be borne by the Company, regardless of whether the Shelf Registration
Statement is ever filed or becomes effective, including without limitation:




     (i) all registration and filing fees and expenses;




     (ii) all fees and expenses of compliance with federal securities and state
“blue sky” or securities laws;




     (iii) all expenses of printing (including printing certificates and printing of
prospectuses), messenger and delivery services and telephone;




     (iv) all fees and disbursements of counsel for the Company;




     (v) all application and filing fees in connection with listing on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and




     (vi) all fees and disbursements of independent certified public accountants of
the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).


The Company will bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any
annual audit and the fees and expenses of any person, including special experts, retained by the
Company.





     (b) In connection with the Shelf Registration Statement, the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are selling or
reselling Securities pursuant to the “Plan of Distribution” contained in the Shelf
Registration Statement for the reasonable fees and disbursements of not more than one
counsel, which shall be Mayer, Brown, Rowe & Maw LLP unless another firm is chosen



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by the Holders of a majority in number of shares of the Transfer Restricted Securities
for whose benefit such Registration Statement is being prepared.



     4. Indemnification.




     (a) The Company agrees to indemnify and hold harmless each Holder of the Transfer
Restricted Securities included within the coverage of the Shelf Registration Statement and
each person, if any, who controls such Holder within the meaning of the Securities Act or
the Exchange Act (each Holder and such controlling persons are referred to collectively as
the “Indemnified Parties”) from and against any losses, claims, damages or liabilities,
joint or several, or any actions in respect thereof (including, but not limited to, any
losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to the Shelf
Registration, 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 not misleading, and shall reimburse, as incurred, the Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof; provided,
however, that (i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the Shelf Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder from whom the person asserting any such losses, claims,
damages or liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder under the Securities
Act in connection with such purchase and any such loss, claim, damage or liability of such
Holder results from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such Securities to such person, a copy of the final
prospectus if the Company had previously furnished copies thereof to such Holder; provided
further, however, that this indemnity agreement will be in addition to any liability which
the Company may otherwise have to such Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent as provided
above with respect to the indemnification of the Holders of the Securities if requested by
such Holders.



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     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company or any such controlling
person may become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Shelf
Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished to the
Company by or on behalf of such Holder specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall reimburse, as incurred,
the Company for any legal or other expenses reasonably incurred by the Company or any such
controlling person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company or any of its controlling
persons.




     (c) Promptly after receipt by an Indemnified Party under this Section 4 of notice of
the commencement of any action or proceeding (including a governmental investigation), such
Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 4, notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party (i) will not relieve the indemnifying party
from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and the indemnifying party has been materially prejudiced by
such failure and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any Indemnified Party other than the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action is brought against any Indemnified
Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the
consent of the Indemnified Party, be counsel to the indemnifying party), and after notice
from the indemnifying party to such Indemnified Party of its election so to assume the
defense thereof the indemnifying party will not be liable to such Indemnified Party under
this Section 4 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such Indemnified Party in connection with the
defense thereof; provided, however, if such Indemnified Party shall have
been advised by counsel that there are one or more defenses available to it that are in
conflict with those available to the indemnifying party (in which case the indemnifying
party shall not have the right to direct the defense of such action on behalf of the
Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel
shall be borne by the indemnifying party. In no event shall the indemnifying party be
liable for the fees and expenses of more than one counsel (together



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with appropriate local counsel) at any time for any Indemnified Party in connection
with any one action or separate but substantially similar or related actions arising in the
same jurisdiction out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened action in respect of which any Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party unless such settlement (i) includes an unconditional release of such
Indemnified Party from all liability on any claims that are the subject matter of such
action, and (ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any Indemnified Party.




     (d) If the indemnification provided for in this Section 4 is unavailable or
insufficient to hold harmless an Indemnified Party under subsections (a) or (b) above, then
each indemnifying party shall contribute to the amount paid or payable by such Indemnified
Party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to
reflect the relative fault of the indemnifying party or parties on the one hand and the
Indemnified Party on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative fault of the parties 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
relates to information supplied by the Company on the one hand or such Holder or such other
Indemnified Party, as the case may be, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid by an Indemnified Party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding any other provision of this Section 4(d), the Holders
shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to the Shelf
Registration Statement exceeds the amount of damages which such Holders have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. 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 was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each
person, if any, who controls such Indemnified Party within the meaning of the Securities Act
or the Exchange Act shall have the same rights to contribution as such Indemnified Party and
each person, if any, who controls the Company within the meaning of the Securities Act or
the Exchange Act shall have the same rights to contribution as the Company.




     (e) The agreements contained in this Section 4 shall survive the sale of the Securities
pursuant to the Shelf Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any investigation made by
or on behalf of any Indemnified Party.



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     5. Additional Dividends Under Certain Circumstances.




     (a) Additional dividends (“Additional Dividends”) with respect to the Series B
Convertible Preferred Stock shall accrue as follows if any of the following events occur
(each such event in clauses (i) through (iii) below being herein called a “Registration
Default”):




     (i) the Shelf Registration Statement required by this Agreement is not filed
with the Commission on or prior to 120 days after the Closing Date;




     (ii) the Shelf Registration Statement required by this Agreement is not
declared effective by the Commission on or prior to 240 days after the Closing Date;




     (iii) if after the Shelf Registration Statement required by this Agreement has
been declared effective by the Commission but (A) such Registration Statement
thereafter ceases to be effective or (B) the Shelf Registration Statement or the
related prospectus ceases to be usable in connection with resales of Transfer
Restricted Securities during the periods specified herein because either (1) any
event occurs as a result of which the related prospectus forming part of such Shelf
Registration Statement would include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or (2) it shall be
necessary to amend such Shelf Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective
rules thereunder.


Each of the foregoing will constitute a Registration Default whatever the reason for any such event
and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission.



Additional Dividends shall accrue on the shares of Series B Convertible Preferred Stock from and
including the date on which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 50 basis points above the rate
shown on the cover page of the Offering Memorandum in addition to the dividends otherwise accruing
on the Series B Convertible Preferred Stock.





     (b) A Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not
to have occurred and be continuing in relation to the Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as a result of (x)
the filing of a post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) other material events, with respect to the Company that would
need to be described in the Shelf Registration Statement or the related prospectus and (ii)
in the case of clause (y), the Company is proceeding promptly and in good faith to resolve
or disclose such material events in a manner that the



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Company reasonably believes would be in the best interests of the Company in order to
amend or supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Dividends shall be payable in accordance
with the above paragraph from the day such Registration Default occurs until such
Registration Default is cured.




     (c) Any amounts of Additional Dividends due pursuant to Section 5(a) will be payable in
cash on the regular dividend payment dates with respect to the Series B Convertible
Preferred Stock on the same terms and conditions and subject to the same limitations as
pertain at such time for the payment of regular dividends. The amount of Additional
Dividends will be determined by multiplying the applicable Additional Dividends rate by the
aggregate liquidation preference of the outstanding shares of Series B Convertible Preferred
Stock and further multiplied by a fraction, the numerator of which is the number of days
such Additional Dividend rate was applicable during such period (determined on the basis of
a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.



     6. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to
be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time
during the Shelf Registration Period the Company is not required to file such reports, it will,
upon the request of any Holder of Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant to Rules 144 and
144A. The Company covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from time to time to
enable such Holder to sell Transfer Restricted Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request.
Upon the request of any Holder of Transfer Restricted Securities, the Company shall deliver to such
Holder a written statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act.



     7. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in number of shares of such Transfer Restricted Securities to
be included in such offering.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.



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     8. Miscellaneous.




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 hereof may result in material irreparable injury
to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that
it will not be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchasers or any Holder may obtain such relief as
may be required to specifically enforce the Company’s obligations under Section 1 hereof.
The Company further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.




     (b) No Inconsistent Agreements. The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the Company’s
securities under any agreement in effect on the date hereof.




     (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof
may not be given, except by the Company and the written consent of the Holders of a majority
in number of shares of Transfer Restricted Securities (provided that Holders of Common stock
issued upon conversion of Series B Convertible Preferred Stock shall be deemed to be Holders
of the aggregate number of shares of Series B Convertible Preferred Stock from which such
Common Stock was converted) affected by such amendment, modification, supplement, waiver or
consents. Without the consent of the Holder of each share of Series B Convertible Preferred
Stock then outstanding, however, no modification may change the provisions relating to the
payment of Additional Dividends.




     (d) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air
courier which guarantees overnight delivery:




     (1) if to the Holders, at the most current address shown for the Holders in the records
of the Transfer Agent, with a copy in like manner as follows:




     (2) if to the Initial Purchasers:


Bear Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

Attention: Stephen Parish

Equity Capital Markets

Facsimile: (212) 272-3485




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BNP Paribas Securities Corp.

787 7th Avenue

New York, NY 10019

Attention: Douglas Cook

Legal & Compliance

Facsimile: (212) 841-3561



with a copy to:



Mayer, Brown, Rowe & Maw LLP

700 Louisiana, Suite 3600

Houston, Texas 77002

Attention: Robert F. Gray, Jr.

Facsimile: (713) 632-1867





	 	(3)	 	if to the Company, at its address as follows:




Goodrich Petroleum Corporation

808 Travis Street, Suite 1320

Houston, Texas 77002

Attention: Walter G. Goodrich

Facsimile: (713) 780-9254



with a copy to:



Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin Street

Houston, Texas 77002

Attention: Keith R. Fullenweider

Facsimile: (713) 615-5085




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.




     (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.




     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without the need
for an express assignment or any consent by the Company thereto, subsequent Holders of
Transfer Restricted Securities. The Company hereby agrees to extend the



14









 







benefits of this Agreement to any Holder of Transfer Restricted Securities and any such
Holder may specifically enforce the provisions of this Agreement as if an original party
hereto.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement.




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




     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.




     (j) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby.




     (k) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified number of Transfer Restricted Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Transfer Restricted
Securities if such subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.



     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the Company in accordance
with its terms.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	GOODRICH PETROLEUM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Robert C. Turnham, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert C. Turnham, Jr.	 	 
	 

	 	Title:
	 	President and Chief Operating Officer	 	 






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The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.




BEAR, STEARNS & CO. INC.

BNP PARIBAS SECURITIES CORP.




	 	 	 	 	 	 	 
	By:	 	BEAR, STEARNS & CO. INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Rosica	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul Rosica	 	 
	 	 	Title: Senior Managing Director	 	 







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