EXHIBIT 4.5 [COMPASS LOGO] International Trade Services P.O. box 4444 Houston, Texas 77210-4444 713 867-2717/Fax 713 867-2700 Telex 6737349 www.compassweb.com AMENDMENT TO LETTER OF CREDIT NO. S24756T DATE: MARCH 13, 20001 APPLICANT: BENEFICIARY: GOODRICH PETROLEUM CORPORATION ENRON NORTH AMERICA CORP. 333 TEXAS STREET, SUITE 1375 1400 SMITH STREET SHREVEPORT, LOUISIANA 71101 HOUSTON, TEXAS 77002 AMENDMENT NUMBER THREE (3) GENTLEMEN: PLEASE BE ADVISED THAT THE SUBJECT LETTER OF CREDIT HAS BEEN AMENDED AS FOLLOWS: . THE LETTER OF CREDIT AMOUNT HAS BEEN DECREASED BY USD1,550,000.00 (ONE MILLION FIVE HUNDRED FIFTY THOUSAND AND NO/100 U.S. DOLLARS) TO A NEW AMOUNT OF USD1,000,000.00 (ONE MILLION AND NO/100 U.S. DOLLARS). THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE CREDIT AND MUST BE ATTACHED THERETO. ALL OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. PROVISIONS APPLICABLE TO THIS CREDIT: THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500. /s/ DIANE MCGIFFEN _________________________ AUTHORIZED SIGNATURE TCL - ------------------------- ------------------------- AMENDMENT ACCEPTED BY AMENDMENT NOT ACCEPTED BY - ------------------------- ------------------------- DATED DATED