Execution
        Version

      Exhibit
        10.1

    

    

       

      
        

        

      

       

      SEVENTH
        AMENDMENT

      


      TO

      


      AMENDED
        AND RESTATED CREDIT
        AGREEMENT

      


      dated
        as of

      


      September
        25, 2007

      


      among

      


      GOODRICH
        PETROLEUM COMPANY, L.L.C.,

      as
        Borrower,

      


      BNP
        PARIBAS,

      as
        Administrative Agent,

      


      and

      


      The
        Lenders Party Hereto

      


      
        

        

      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SEVENTH
        AMENDMENT TO 

      AMENDED
        AND RESTATED CREDIT AGREEMENT

      


      THIS
        SEVENTH
        AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
        (this
“Seventh
        Amendment”)
        dated
        as of September 25, 2007, 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 Amended
        and
        Restated Credit Agreement dated as of November 17, 2005, as amended by the
        First
        Amendment to Amended and Restated Credit Agreement, dated December 14, 2005,
        the
        Second Amendment to Amended and Restated Credit Agreement, dated June 21,
        2006,
        the Third Amendment to Amended and Restated Credit Agreement, dated August
        30,
        2006, the Fourth Amendment to Amended and Restated Credit Agreement, dated
        November 30, 2006, the Fifth Amendment to Amended and Restated Credit Agreement,
        dated August 7, 2007 and the Sixth Amendment to Amended and Restated Credit
        Agreement, dated September 17, 2007 (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. Borrower
        has requested, and the Lenders have agreed, 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 Seventh Amendment refer to articles and sections
        of the Credit Agreement.

      


      Section
        2. Amendments
        to Credit Agreement.

      


      2.1 Definitions.
        

      


      (a) Section
        1.1 is hereby amended by amending and restating or adding the following
        definitions:

      


      “Agreement”
means
        this Amended and Restated Credit Agreement, as amended by the First Amendment
        to
        Amended and Restated Credit Agreement, dated December 14, 2005, the Second
        Amendment to Amended and Restated Credit Agreement, dated June 21, 2006,
        the
        Third Amendment to Amended and Restated Credit Agreement, dated August 30,
        2006,
        the Fourth Amendment to Amended and Restated Credit Agreement, dated November
        30, 2006, the Fifth Amendment to Amended and Restated Credit Agreement, dated
        August 7, 2007, the Sixth Amendment to Amended and Restated Credit Agreement,
        dated September 17, 2007 and the Seventh Amendment to Amended and Restated
        Credit Agreement, dated September 25, 2007.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      “Applicable
        Margin”
means,
        for any day, a margin of interest over the Base Rate or the LIBOR Rate, as
        the
        case may be, that is applicable when the Base Rate or LIBOR Rate, as applicable,
        is determined under this agreement. For purposes of determining the Applicable
        Margin for Borrowings, the following rules shall apply:

      


      (a) The
        Applicable Margin is subject to adjustment (upwards or downwards, as
        appropriate) on any day without notice to Borrower or any other Person based
        on
        the ratio of the Commitment Usage to the Conforming Borrowing Base, as stated
        in
        the table below.

      


      (b) For
        purposes of the definition of “Applicable
        Margin”,
        the
        ratio of the Commitment Usage to the Conforming Borrowing Base is determined
        as
        of each day by dividing the Commitment Usage for such day by the Conforming
        Borrowing Base in effect on such day.

      


      (c) If
        Borrower fails to timely furnish to Administrative Agent any Financials and
        related Compliance Certificate as required by this agreement, then the maximum
        Applicable Margin shall apply from the date those Financials and related
        Compliance Certificate are required to be delivered and remain in effect
        until
        Borrower furnishes them to Administrative Agent.

      


      (d) If
        the
        Conforming Borrowing Base is no longer in effect, then all references in
        this
        definition to “Conforming Borrowing Base” shall be deemed to refer to the
“Borrowing Base”.

      


      For
        all
        Borrowings:

      


      
        	
                RATIO
                  OF COMMITMENT

                USAGE
                  TO THE 

                CONFORMING

                BORROWING
                  BASE

              	
                APPLICABLE

                MARGIN
                  FOR

                BASE-RATE

                BORROWINGS

              	
                APPLICABLE

                MARGIN
                  FOR

                LIBOR-RATE

                BORROWINGS

              
	
                less
                  than 25%

              	
                0.00%

              	
                1.25%

              
	
                greater
                  than or equal to 25% but

                less
                  than 50%

              	
                0.00%

              	
                1.50%

              
	
                greater
                  than or equal to 50% but

                less
                  than 75%

              	
                0.25%

              	
                1.75%

              
	
                greater
                  than or equal to 75% but

                less
                  than 100%

              	
                0.50%

              	
                2.00%

              
	
                greater
                  than or equal to 100%

              	
                0.75%

              	
                2.25%

              


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      “Conforming
        Borrowing Base”
means
        an amount equal to $150,000,000, which shall be in effect during the period
        commencing on the Seventh Amendment Effective Date and continuing until
        redetermined pursuant to Section 2.6. Upon the one-year anniversary of the
        Seventh Amendment Effective Date, the Conforming Borrowing Base shall no
        longer
        be in effect, pursuant to Section 2.6.

      


      “Net
        Cash Proceeds”
means,
        in connection with any issuance or sale of Equity Interests, securities
        evidencing Debt or the incurrence of Debt, the cash proceeds received from
        such
        disposition, issuance or incurrence, net of attorneys’ fees, investment banking
        fees, accountants’ fees, underwriting discounts and commissions and other
        customary fees and expenses actually incurred in connection therewith, or
        in the
        case of asset sales, less repayment of Debt secured by a Lien on the property
        which is the subject of such sale of assets.

      


      “Seventh
        Amendment Effective Date”
means
        September 25, 2007.

      


      2.2 
        Amendment to Section 2.6. Section 2.6 is hereby amended and restated in its
        entirety as follows:

       

      “2.6 Borrowing
        Base Determinations

      


      (a) The
        Borrowing Base as of the Seventh Amendment Effective Date is acknowledged
        by
        Borrower, Administrative Agent and the Lenders to be $170,000,000. The
        Conforming Borrowing Base as of the Seventh Amendment Effective Date is
        acknowledged by Borrower, Administrative Agent and the Lenders to be
        $150,000,000.

       

      (b) The
        Borrowing Base and the Conforming Borrowing Base shall be redetermined by
        Administrative Agent semi-annually through the Termination Date, within ninety
        (90) days after each December 31 and June 30, with the next such Borrowing
        Base
        redetermination after the Seventh Amendment Effective Date to be made on
        or
        before March 31, 2008, for the Mineral Interests as of December 31, 2007,
        on the
        basis of information supplied by Borrower in compliance with the provisions
        of
        this agreement, including, without limitation, the Reserve Reports, and all
        other information available. Furthermore, on the one-year anniversary of
        the
        Seventh Amendment Effective Date, the Borrowing Base will be redetermined
        based
        on the Reserve Report for the Mineral Interests as of June 30, 2008. At such
        time, the Conforming Borrowing Base shall no longer be in effect. In addition
        to
        the determinations of the Borrowing Base required pursuant to this Section
        2.6(b), (i) one additional special determination thereof may be requested
        by the
        Borrower in between any two consecutive scheduled redeterminations, provided
        that the Borrower shall be limited to two special redeterminations during
        any
        calendar year and (ii) one additional special redetermination thereof may
        be
        requested by the Determining Lenders during any calendar year. Upon any such
        special determination of the Borrowing Base, if requested by Administrative
        Agent, Borrower shall submit both (i) a current report of a firm of independent
        petroleum engineers acceptable to Administrative Agent, prepared in accordance
        with customary standards and procedures of the petroleum industry which report
        shall (A) evaluate the Mineral Interests subject to such redetermination
        (in the
        same manner as provided in this Section 2.6(b) for other such redeterminations)
        and (B) be dated within sixty (60) days of such requested redetermination,
        and
        (ii) title opinions, environmental reports and other information reasonably
        requested by and in form and substance acceptable to Administrative Agent,
        for
        those additional Mineral Interests which Borrower desires to be considered
        within the Borrowing Base. Adjustments to the Borrowing Base and the Conforming
        Borrowing Base based upon the addition of Mineral Interests shall not be
        effective prior to the date of filing and recording of such Collateral Documents
        as required by Administrative Agent.
        In
        addition to the foregoing, the Borrowing Base and the Conforming Borrowing
        Base
        shall be subject to further adjustment from time to time in accordance with
        Section 8.18(c) and Section 9.10(e). 

       

      
        
           

        

        
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      (c) Upon
        each
        Borrowing Base and Conforming Borrowing Base redetermination, Administrative
        Agent shall notify each Lender of its recommendation for such redetermined
        Borrowing Base and Conforming Borrowing Base and the Lenders shall have ten
        (10)
        Business Days to approve or reject such recommendation by written notice
        to
        Administrative Agent. The proposed Borrowing Base and Conforming Borrowing
        Base
        must be approved by the Determining Lenders; provided, however, that no proposed
        increase in the Borrowing Base or Conforming Borrowing Base shall be effective
        unless approved by all of the Lenders. In the event that the Determining
        Lenders
        or all of the Lenders, as applicable, cannot agree as to the amount of the
        redetermined Borrowing Base and Conforming Borrowing Base, the Borrowing
        Base
        and Conforming Borrowing Base shall be and be deemed to be the lowest amount
        respectively determined by any Lender. Administrative Agent shall notify
        Borrower verbally (confirming such notice promptly in writing) of such
        determination by the Lenders, and the Borrowing Base and Conforming Borrowing
        Base so communicated to Borrower shall become effective upon such verbal
        notification and shall remain in effect until the next subsequent Borrowing
        Base
        and Conforming Borrowing Base redetermination in accordance with the terms
        hereof.

      


      (d) The
        Borrowing Base and Conforming Borrowing Base shall represent the determination
        by Administrative Agent and the Lenders, in their sole discretion and in
        accordance with their standard engineering and lending policies and practices
        customary for loans of this nature, of the value, for loan purposes, of the
        Mortgaged Properties, which Borrower acknowledges may require new and
        independent credit approvals by each Lender. Furthermore, Borrower acknowledges
        that the determination of the Borrowing Base and Conforming Borrowing Base
        contains an equity cushion (market value in excess of loan value), which
        is
        acknowledged by Borrower to be essential for the adequate protection of the
        Lenders.”

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      2.3 Amendment
        to Section 3.2(c). Section 3.2(c) is hereby amended by adding the following
        Section 3.2(c)(v) after Section 3.2(c)(iv):

      (v) Mandatory
        Prepayments.
        So long
        as the Conforming Borrowing Base is in effect, the Borrower shall prepay
        the
        Borrowings in amounts equal to:

      


      (A) 100%
        of
        the Net Cash Proceeds of any Debt incurred by any Restricted Company or of
        the
        sale or issuance of any Equity Interests of any Restricted Company. Such
        prepayment shall be made no later than five Business Days after the receipt
        of
        such proceeds and

      


      (B) 100%
        of
        the Net Cash Proceeds of any sale of any Property of any Restricted Company.
        Such prepayment shall be made no later than five Business Days after the
        receipt
        of such proceeds.

      


      2.4 Amendments
        to Sections 8.18, 8.19 and 9.10. Sections 8.18(c), 8.19 and 9.10(e)(iii)
        are
        hereby amended to insert “and the Conforming Borrowing Base” after each
        reference to the “Borrowing Base”.

      


      2.5 Amendment
        to Section 14.8(b)(iii). Section 14.8(b)(iii) is hereby amended and restated
        in
        its entirety as follows:

      


      “changes
        the definition of “Commitment,” “Commitment Percentage,” “Determining Lenders,”
“Pro Rata Part”, “Borrowing Base” or “Conforming Borrowing Base”,”

      


      Section
        3. Conditions
        Precedent.
        This
        Seventh 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”):

      


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

      


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

      


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

       

      
        
           

        

        
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      Section
        4. Miscellaneous.

      


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

      


      4.2 Ratification
        and Affirmation; Representations and Warranties. Borrower and each Guarantor
        hereby (a) acknowledges the terms of this Seventh 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
        Seventh 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. 

      


      4.3 Loan
        Document. This Seventh 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 Seventh 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
        Seventh Amendment by facsimile transmission shall be effective as delivery
        of a
        manually executed counterpart hereof.

      


      4.5 NO
        ORAL
        AGREEMENT. THIS SEVENTH 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 SEVENTH 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.

      


      


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

       

      
        	 	 	 
	BORROWER:	GOODRICH
                PETROLEUM COMPANY, L.L.C.
	 
 	 
 	 
 
	 	By:  	
                /s/ David
                  R. Looney

              
	 	Name: David
                R. Looney
	 	Title:   Executive
                Vice President & Chief Financial
                Officer


      

      
         

        
          	 	 	 
	GUARANTORS:	GOODRICH
                  PETROLEUM CORPORATION
	 
 	 
 	 
 
	 	By:  	
                  /s/ David
                    R. Looney

                
	 	Name: David
                  R. Looney
	 	Title:   Executive
                  Vice President & Chief Financial
                  Officer


        

         

        
          
             

          

          
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	ADMINISTRATIVE
                  AGENT:	BNP
                  Paribas, as a Lender and as Administrative Agent
	 
 	 
 	 
 
	 	By:  	
                  /s/ Polly
                    Schott

                
	 	Name: Polly
                  Schott
	 	Title:   Vice
                  President
	 	 	 
	 	 	 
	 	By:  	
                  /s/
                    Robert Long

                
	 	Name: Robert
                  Long
	 	Title:   Vice
                  President


        

         

      

      
        
           

        

        
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	LENDERS:	Comerica
                Bank, as Lender
	 
 	 
 	 
 
	 	By:  	
                /s/ Juli
                  Bieser

              
	 	Name: Juli
                Bieser
	 	Title:   Senior
                Vice President


      

    

    
       

      
        	 	 	 
	:	BMO
                Capital Markets Financing, Inc. (formerly known as Harris Nesbitt
                Financing, Inc.), as Lender
	 
 	 
 	 
 
	 	By:  	
                /s/ Mary
                  Lou Allen

              
	 	Name: Mary
                Lou Allen
	 	Title:   Vice
                President


      

      
         

        
          	 	 	 
	
                	The
                  Prudential Insurance Company of America, as Lender
	 
 	 
 	 
 
	 	By:  	
                  /s/ Brian
                    N. Thomas

                
	 	Name: Brian
                  N. Thomas
	 	Title:   Vice
                  President


        

         

        
          
            	 	 	 
	 	Deutsche
                    Bank Trust Company Americas, as Lender
	 
 	 
 	 
 
	 	By:  	
                    /s/ Susan
                      LeFevre

                  
	 	Name: Susan
                    LeFevre
	 	Title:   Director
	 	 	 
	 	 	 
	 	By:  	
                    /s/
                      Omayra Laucella

                  
	 	Name: Omayra
                    Laucella
	 	Title:   Vice
                    President


          

        

      

       

      
        
           

        

        
          S-3