exv10w1







Exhibit 10.1




Execution Version




 





THIRD AMENDMENT




TO



SECOND AMENDED AND RESTATED CREDIT AGREEMENT



dated as of



February 4, 2011



among



GOODRICH PETROLEUM COMPANY, L.L.C.,

as Borrower,



BNP PARIBAS,

as Administrative Agent,



and



The Lenders Party Hereto



 




 









 





THIRD AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Third
Amendment”) dated as of February 4, 2011, 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.



R E C I T A L S




     A. Borrower, Administrative Agent and the Lenders are parties to that certain Second Amended
and Restated Credit Agreement dated as of May 5, 2009, as amended by that First Amendment dated
September 22, 2009 and the Second Amendment dated October 29, 2010 (as amended, the “Credit
Agreement”), pursuant to which the Lenders have made certain loans to and other extensions of
credit on behalf of Borrower.



     B. The Borrower, the Administrative Agent and the Lenders desire to amend certain provisions
of the Credit Agreement.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Third Amendment refer to articles and sections of the Credit
Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Amendment to Section 2.08(c). Section 2.08(c) is hereby amended by deleting such
Section in its entirety and replacing it with the following:




“(c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension, but
in no event later than the date referred to in the following clauses (ii)
and (iii)), (ii) the date that is five Business Days prior to the Maturity
Date and (iii) notwithstanding the foregoing, if the Maturity Date is August
31, 2011, the close of business December 31, 2011. For any Letter of Credit
which extends beyond a Maturity Date of August 31, 2011 pursuant to clause
(iii) above, on the date which is three (3) months prior to such Maturity
Date, the Borrower shall provide cash collateral to the relevant Issuing
Bank in an amount equal to 105% of the face amount of all such Letters of
Credit then outstanding.”
















 






     2.2 Amendment to Section 2.08(j). Section 2.08(j) is hereby amended by deleting such
Section in its entirety and replacing it with the following:




     “(j) Cash Collateralization. If (i) any Event of Default shall occur
and be continuing and the Borrower receives notice from the Administrative Agent or
the Majority Lenders demanding the deposit of cash collateral pursuant to this
Section 2.08(j), (ii) the Borrower is required to pay to the Administrative Agent
the excess attributable to an LC Exposure in connection with any prepayment pursuant
to Section 3.04(c) or (iii) the Borrower is required to provide cash collateral to
the relevant Issuing Bank for Letters of Credit which will expire after a Maturity
Date of August 31, 2011 pursuant to Section 2.08(c)(iii), then the Borrower shall
deposit, in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal to,
in the case of an Event of Default, the LC Exposure, and in the case of a payment
required by Section 2.08(c)(iii) or Section 3.04(c), the amount of such excess as
provided in Section 2.08(c)(iii) or Section 3.04(c), as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Parent Guarantor or the
Borrower described in Section 10.01(h) or Section 10.01(i). The Borrower hereby
grants to the Administrative Agent, for the benefit of the Issuing Bank and the
Lenders, an exclusive first priority and continuing perfected security interest in
and Lien on such account and all cash, checks, drafts, certificates and instruments,
if any, from time to time deposited or held in such account, all deposits or wire
transfers made thereto, any and all investments purchased with funds deposited in
such account, all interest, dividends, cash, instruments, financial assets and other
Property from time to time received, receivable or otherwise payable in respect of,
or in exchange for, any or all of the foregoing, and all proceeds, products,
accessions, rents, profits, income and benefits therefrom, and any substitutions and
replacements therefor. The Borrower’s obligation to deposit amounts pursuant to
this Section 2.08(j) shall be absolute and unconditional, without regard to whether
any beneficiary of any such Letter of Credit has attempted to draw down all or a
portion of such amount under the terms of a Letter of Credit, and, to the fullest
extent permitted by applicable law, shall not be subject to any defense or be
affected by a right of set-off, counterclaim or recoupment which the Parent
Guarantor or the Borrower may now or hereafter have against any such beneficiary,
the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any
reason whatsoever. Such deposit shall be held as collateral securing the payment
and performance of the Borrower’s and the Guarantor’s obligations under this
Agreement and the other Loan Documents. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over
such account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not
bear



2









 







interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of
the reimbursement obligations of the Borrower for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated, be applied to satisfy other
obligations of the Borrower and the Guarantors under this Agreement or the other
Loan Documents. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, and the Borrower is
not otherwise required to pay to the Administrative Agent the excess attributable to
an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured or
waived.”



     2.3 Amendment to Section 9.01(a). Section 9.01(a) is hereby amended by deleting such
Section in its entirety and replacing it with the following:




     “(a) Interest Coverage Ratio. The Parent Guarantor will not, as of the
last day of any fiscal quarter, beginning with the fiscal quarter ending December
31, 2010, permit its ratio EBITDAX for the period of four fiscal quarters then
ending to Interest Expense for such period to be less than 2.5 to 1.0.”



     Section 3. Conditions Precedent. This Third Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 12.02 of the Credit Agreement) (the “Third Amendment Effective Date”):



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



     3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts
due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or
payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower
under the Credit Agreement.



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



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



     The Administrative Agent is hereby authorized and directed to declare this Third Amendment to
be effective when it has received documents confirming or certifying, to the satisfaction of the
Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of
such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be
final, conclusive and binding upon all parties to the Credit Agreement for all purposes.



3









 





     Section 4. Miscellaneous.



     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Third
Amendment, shall remain in full force and effect following the effectiveness of this Third
Amendment.



     4.2 Ratification and Affirmation; Representations and Warranties. Borrower and each
Guarantor hereby (a) acknowledges the terms of this Third 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 Third 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)
no event, development or circumstance have occurred which individually or in the aggregate could
reasonably be expected to be a Material Adverse Event.



     4.3 Loan Document. This Third Amendment is a “Loan Document” as defined and described
in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to
Loan Documents shall apply hereto.



     4.4 Counterparts. This Third 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 Third Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



     4.5 NO ORAL AGREEMENT. THIS THIRD 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.



     4.6 GOVERNING LAW. THIS THIRD 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 Third Amendment to be duly
executed as of the date first written above.



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

 	 
	 	By:  	/s/ Michael J. Killelea
 	 
	 	 	Name:  	Michael J. Killelea 	 
	 	 	Title:  	Senior Vice President, General Counsel and Corporate Secretary 	 
	 
	GUARANTOR:  	GOODRICH PETROLEUM CORPORATION

 	 
	 	By:  	/s/ Jan L. Schott
 	 
	 	 	Name:  	Jan L. Schott 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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

 	 
	 	By:  	/s/ Betsy Jocher
 	 
	 	 	Name:  	Betsy Jocher 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                      /s/ Courtney Kubesch
 	 
	 	 	Name:  	Courtney Kubesch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER: 	BANK OF MONTREAL, as a Lender

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Name:  	Gumaro Tijerina 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER: 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	 	Name:  	Spencer Stasney 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER: 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Correne S. Loeffler
 	 
	 	 	Name:  	Correne S. Loeffler 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER:  	WELLS FARGO BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Douglas L. McDowell
 	 
	 	 	Name:  	Douglass L. McDowell 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER:  	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ Christopher Renyi
 	 
	 	 	Name:  	Christopher Renyi 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement



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	LENDER:  	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Third Amendment to Second A&R Credit Agreement




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