SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and entered into effective as of June 1, 1996, by and between GOODRICH PETROLEUM
COMPANY OF LOUISIANA, a Nevada corporation, formerly known as American National
Petroleum Company, successor by merger to Patrick Petroleum Corporation of
Michigan, a Michigan corporation (the "Borrower"), GOODRICH PETROLEUM
CORPORATION, a Delaware corporation, successor by merger to Patrick Petroleum
Company ("Goodrich"), and COMPASS BANK, a state chartered Texas banking
corporation formerly known as Compass Bank - Houston (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lender, and Goodrich are parties to the
Credit Agreement dated August 16, 1995, as amended by First Amendment to Credit
Agreement dated as of December 15, 1995, and Letter Amendment dated March 26,
1996 (as amended, the "Agreement"), pursuant to which the Lender has extended
credit to the Borrower, and Goodrich has guaranteed the payment and performance
of certain indebtedness and other obligations of the Borrower to the Lender; and
WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Agreement and this Amendment, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Terms Defined Above. As used herein, each of the terms "Agreement,"
"Amendment," "Borrower," "Goodrich," and "Lender" shall have the meaning
assigned to such term hereinabove.
1.2 Terms Defined in Agreement. As used herein, each term defined in the
Agreement shall have the meaning assigned thereto in the Agreement, unless
expressly provided herein to the contrary.
1.3 References. References in this Amendment to Article or Section
numbers shall be to Articles and Sections of this Amendment, unless expressly
stated to the contrary. References in this Amendment to "hereby," "herein,"
"hereinafter," "hereinabove," "hereinbelow," "hereof," and "hereunder" shall be
to this Amendment in its entirety and not only to the particular Article or
Section in which such reference appears.
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1.4 Articles and Sections. This Amendment, for convenience only, has been
divided into Articles and Sections and it is understood that the rights, powers,
privileges, duties, and other legal relations of the parties hereto shall be
determined from this Amendment as an entirety and without regard to such
division into Articles and Sections and without regard to headings prefixed to
such Articles and Sections.
1.5 Number and Gender. Whenever the context requires, reference herein
made to the single number shall be understood to include the plural and likewise
the plural shall be understood to include the singular. Words denoting sex shall
be construed to include the masculine, feminine, and neuter, when such
construction is appropriate, and specific enumeration shall not exclude the
general, but shall be construed as cumulative. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II
AMENDMENTS TO AGREEMENT
The Agreement is hereby amended as follows:
2.1 References to Lender. All references to the term "Lender" in the
Agreement and the other Loan Documents are hereby amended to refer to the Lender
as such term is defined in this Amendment.
2.2 Amendment of Section 1.2. The definition of "Commitment Termination
Date" set forth in Section 1.2 of the Agreement is hereby amended to read as
follows:
" 'Commitment Termination Date' shall mean June 1, 1998. "
2.3 Amendment of Section 2.7(a). The first sentence of Section 2.7(a) of
the Agreement is hereby amended to read as follows:
"2.7 Borrowing Base Determinations. (a) The Borrowing Base as of
the date of June 1, 1996, is acknowledged by the Borrower and the Lender to
be $12,800,000."
2.4 Amendment of Section 6.11. Effective as of December 1, 1995, SECTION
6.11 OF THE AGREEMENT IS HEREBY AMENDED TO READ AS FOLLOWS:
"Consolidated Tangible Net Worth. Permit Consolidated Tangible
Net Worth at any time to be less than $8,500,000 plus, for all fiscal
quarters ending subsequent to September 30, 1995, 50% of positive
Consolidated Net Income and 100% of all cash equity proceeds, net of
expenses incurred in connection with the offering transaction."
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ARTICLE III
CONDITIONS
The obligation of the Lender to amend the Agreement as provided herein
is subject to the fulfillment of the following conditions precedent:
3.1 Receipt of Documents and Other Items. The Lender shall have received,
reviewed, and approved the following documents and other items, appropriately
executed when necessary and in form and substance satisfactory to the Lender:
(a) multiple counterparts of this Amendment executed by the Borrower
and Goodrich, as requested by the Lender;
(b) Ratification and Assumption of and Amendment to Security
Agreement (Stock Pledge) executed by the Borrower, and Financing Statement
Changes constituent thereto; and
(c) Stock certificate issued in replacement of the Marcum Stock and
stock power endorsed in blank in connection therewith.
3.2 Accuracy of Representations and Warranties. The representations and
warranties contained in Article IV of the Agreement and in any other Loan
Document shall be true and correct, except as affected by the transactions
contemplated in the Agreement and this Amendment.
3.3 Matters Satisfactory to Lender. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each of the Borrower and Goodrich hereby expressly re-makes, in favor
of the Lender, all of the representations and warranties set forth in Article IV
of the Agreement and set forth in any other Loan Document to which it is a
party, and represents and warrants that all such representations and warranties
remain true and unbreached, except as affected by the transactions contemplated
in the Agreement and this Amendment.
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ARTICLE IV
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents to which it is a party, in all things in
accordance with the terms and provisions thereof, as amended by this Amendment
and the documents executed in connection herewith.
ARTICLE VI
MISCELLANEOUS
6.1 Scope of Amendment. The scope of this Amendment is expressly limited
to the matters addressed herein and this Amendment shall not operate as a waiver
of any past, present, or future breach, Default, or Event of Default under the
Agreement, except to the extent, if any, that any such breach, Default, or Event
of Default is remedied by the effect of this Amendment.
6.2 Agreement as Amended. All references to the Agreement in any document
heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this Amendment.
6.3 Parties in Interest. All provisions of this Amendment shall be
binding upon and shall inure to the benefit of the Borrower, the Lender,
Goodrich, and their respective successors and permitted assigns.
6.4 Rights of Third Parties. All provisions herein are imposed solely and
exclusively for the benefit of the parties hereto and their respective
successors and permitted assigns. No other Person shall have standing to require
satisfaction of such provisions in accordance with their terms and any or all of
such provisions may be freely waived in whole or in part by the Lender at any
time if in its sole discretion it deems it advisable to do so.
6.5 Entire Agreement. THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY
PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES REGARDING THE
SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE AGREEMENT, AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT
AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
6.6 Governing Law. IS AMENDMENT AND ALL ISSUES ARISING IN CONNECTION
HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OFF LAW.
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6.7 Jurisdiction and Venue. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO,
ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT
THE SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING SITUS IN
HOUSTON, HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND GOODRICH HEREBY SUBMITS
TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON,
HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR
CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE
LENDER IN ACCORDANCE WITH THIS SECTION.
6.8 Waiver of Rights to Jury Trial. EACH OF THE BORROWER, GOODRICH, AND
THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND
UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR
OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH
RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR
THE LENDER ENTERING INTO THIS AMENDMENT.
IN WITNESS WHEREOF, this Amendment is executed effective as of the
date first hereinabove written.
GOODRICH PETROLEUM COMPANY
OF LOUISIANA
By: /s/ Walter G. Goodrich
-----------------------
Walter G. Goodrich
President
GOODRICH PETROLEUM CORPORATION
By: /s/ Walter G. Goodrich
-----------------------
Walter G. Goodrich
President
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COMPASS BANK
By: /s/ Dorothy M. Wilson
----------------------
Dorothy Marchand Wilson
Vice President
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EXHIBIT II
DISCLOSURES
Section 4.22
Subsidiaries of Goodrich
Name State of Incorporation
---- ----------------------
Goodrich Petroleum Company of Nevada
Louisiana
Subsidiaries of Borrower
Name State of Incorporation
---- ----------------------
Pecos Pipeline & Producing Company Texas
National Marketing Company Delaware
LECE, Inc. Texas
Drilling & Workover Company, Inc. Louisiana
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