exv10w2






Exhibit 10.2




SECOND AMENDMENT




TO




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




October 29, 2010




among




GOODRICH PETROLEUM COMPANY, L.L.C.,

as Borrower,




BNP PARIBAS,

as Administrative Agent,




and




The Lenders Party Hereto




 









 








SECOND AMENDMENT TO THE SECOND

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second
Amendment”) dated as of October 29, 2010, 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 (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 Second Amendment refer to articles and sections of the
Credit Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Definitions. Section 1.1 is hereby amended by amending and restating the
following definitions:




“‘Agreement’ means this Second Amended and Restated Credit
Agreement, as amended by the First Amendment to the Second Amended and
Restated Credit Agreement, dated September 22, 2009 and the Second Amendment
to Second Amended and Restated Credit Agreement dated October 29, 2010, as
the same may from time to time be amended, amended and restated,
supplemented or otherwise modified.”



     2.2 Annex I. Annex I is hereby amended by deleting such Annex in its entirety and
replacing it with the attached Annex I.



     Section 3. Borrowing Base. For the period from and including the Second Amendment
Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base
shall be equal to $250,000,000. Notwithstanding the foregoing, the Borrowing



 









 




Base may be subject to further adjustments from time to time pursuant to Sections 8.13(c) and
9.12 of the Credit Agreement.




     Section 4. Assignments, New Lender and Reallocation of Commitments and Loans. Each
Lender party to the Credit Agreement immediately prior to the Second Amendment Effective Date (as
defined below) has, in consultation with the Borrower, agreed to reallocate its respective Maximum
Credit Amount and Commitment and to allow Royal Bank of Canada to become a party to the Credit
Agreement as a Lender, (the “New Lender”) by acquiring an interest in the total Maximum
Credit Amounts and Commitments. The Administrative Agent and the Borrower hereby consent to such
reallocation and the New Lender’s acquisition of an interest in the Maximum Credit Amounts and
Commitments and the other Lenders’ assignments of their Commitments. On the Second Amendment
Effective Date and after giving effect to such reallocations, the Maximum Credit Amounts and
Commitment of each Lender (including the New Lender) shall be as set forth on Annex I of this
Second Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement. With
respect to such reallocation, the New Lender shall be deemed to have acquired the Maximum Credit
Amount and Commitment allocated to it from each of the existing Lenders pursuant to the terms of
the Assignment and Assumption Agreement attached as Exhibit F to the Credit Agreement (the
“Assignment Agreement”). On the Second Amendment Effective Date, the New Lender and each
existing Lender shall be deemed to have entered into separate Assignment Agreements pursuant to
each of which (i) the New Lender shall be the “Assignee”, (ii) each existing Lender shall be the
“Assignor”, (iii) the term “Effective Date” shall be the “Second Amendment Effective Date” as
defined herein and (iv) item 6 therein shall be deemed to be deleted. Notwithstanding Section
12.04(b)(ii)(C), the Lenders deemed to be parties to such Assignment Agreements shall not be
required to pay a processing and recordation fee of $3,500 to the Administrative Agent. On the
Second Amendment Effective Date, the Administrative Agent shall take the actions specified in
Section 12.04(b)(v), including recording the assignments described herein in the Register, and such
assignments shall be effective for purposes of the Credit Agreement.



     Section 5. Conditions Precedent. This Second 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 “Second Amendment Effective Date”):



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



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



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



2









 





     Section 6. Miscellaneous.



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



     6.2 Ratification and Affirmation; Representations and Warranties. Borrower and each
Guarantor hereby (a) acknowledges the terms of this Second 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 Second 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 December 31, 2008, there has been no event, development or circumstance that has had or could
reasonably be expected to have a Material Adverse Event.



     6.3 Loan Document. This Second 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.



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



     6.5 NO ORAL AGREEMENT. THIS SECOND 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.



     6.6 GOVERNING LAW. THIS SECOND 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]




3









 





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



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

 	 
	 	By:  	                         /s/ Jan L. Schott
 	 
	 	 	Name:  	Jan L. Schott 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 



	 	 	 	 	 
	GUARANTOR: 	GOODRICH PETROLEUM CORPORATION

 	 
	 	By:  	                         /s/ Michael J. Killelea
 	 
	 	 	Name:  	Michael J. Killelea 	 
	 	 	Title:  	Sr. Vice President, General Counsel and Corporate Secretary 	 
	 



S-1

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




 









 








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

 	 
	 	By:  	                                /s/ Brian M. Malone
 	 
	 	 	Name:  	Brian M. Malone 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                         /s/ Betsy Jocher
 	 
	 	 	Name:  	Betsy Jocher 	 
	 	 	Title:  	Director 	 
	 



S-2

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




 









 








	 	 	 	 	 
	LENDER: 	BANK OF MONTREAL, as Lender

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



S-3

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




 









 








	 	 	 	 	 
	LENDER: 	COMPASS BANK, as Lender

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



S-4

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




 









 








	 	 	 	 	 
	LENDER: 	JP MORGAN CHASE BANK, NA, as Lender

 	 
	 	By:  	                         /s/ Michael A. Kamauf
 	 
	 	 	Name:  	Michael A. Kamauf 	 
	 	 	Title:  	Vice President 	 
	 



S-5

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




 









 








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

 	 
	 	By:  	                         /s/ Scott Hodges
 	 
	 	 	Name:  	Scott Hodges 	 
	 	 	Title:  	Director; Senior Relationship Manager 	 
	 



S-6

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




 









 








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

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



S-7

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




 









 








	 	 	 	 	 
	LENDER: 	ROYAL BANK OF CANADA, as a Lender

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



S-8

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




 









 








ANNEX I



LIST OF MAXIMUM CREDIT AMOUNTS



Aggregate Maximum Credit Amounts




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	BNP Paribas
	 	 	18.4000	%	 	$	64,400,000.00	 
	Bank of Montreal
	 	 	16.0000	%	 	$	56,000,000.00	 
	Compass Bank
	 	 	16.0000	%	 	$	56,000,000.00	 
	JP Morgan Chase Bank, NA
	 	 	13.2000	%	 	$	46,200,000.00	 
	Wells Fargo Bank, N.A.
	 	 	13.2000	%	 	$	46,200,000.00	 
	Bank of America, N.A.
	 	 	13.2000	%	 	$	46,200,000.00	 
	Royal Bank of Canada
	 	 	10.0000	%	 	$	35,000,000.00	 
	TOTAL
	 	 	100.00000000	%	 	$	350,000,000.00	 






Annex I