THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH NOR APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
REGULATORY AUTHORITY, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR THE MERITS OF THIS OFFERING. NO
TRANSFER OF ANY SECURITIES OFFERED HEREBY SHALL BE PERMITTED UNTIL THE
TRANSFEROR SHALL HAVE COMPLIED WITH ALL RESTRICTIONS ON TRANSFER SET FORTH
HEREIN AND SUCH SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACTS OR UNTIL THE
COMPANY SHALL HAVE RECEIVED A FAVORABLE OPINION FROM LEGAL COUNSEL ACCEPTABLE TO
THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
SUCH ACTS. ANY REPRESENTATION CONTRARY TO THE ABOVE IS UNLAWFUL.
SUBSCRIPTION AGREEMENT
Goodrich Petroleum Corporation
Goodrich Petroleum Company, L.L.C.
Goodrich Petroleum Company-Lafitte, L.L.C.
333 Texas Street, Suite 1375
Shreveport, Louisiana 71101
Ladies and Gentlemen:
The undersigned (the "Undersigned") understands that Goodrich Petroleum
Corporation, a Delaware corporation ("Goodrich-Delaware"), Goodrich Petroleum
Company, L.L.C., a Louisiana limited liability company ("Goodrich-Louisiana")
and Goodrich Petroleum Company--Lafitte, L.L.C., a Louisiana limited liability
company ("Lafitte")(Goodrich-Delaware, Goodrich-Louisiana, and Lafitte are
hereinafter collectively referred to as the "Companies") are offering for sale
(the "Offering") 100,000 units ("Units").
Each Unit consists of the following:
a. Fifty and No/100 Dollars ($50.00) in principal under a series of
convertible promissory notes made and issued by Goodrich-Louisiana in the
aggregate principal amount of $5,000,000.00 (the "Pari Passu Notes"). The
principal and accrued interest under the Pari Passu Notes may be converted
into shares of common stock, par value $0.20 per share, of
Goodrich-Delaware (the "Common Stock") at the rate of $4.00 per share,
subject to certain adjustments. The Pari Passu Notes will be in the form
attached hereto as Exhibit A, and will be issued pursuant to the
terms of a Credit Agreement (the "Goodrich Credit Agreement") between
Goodrich-Louisiana, as Borrower, and Hambrecht & Quist Guaranty Finance,
LLC, (the "Noteholder Agent"), as agent for the holders of the Pari Passu
Notes. A copy of the Goodrich Credit Agreement is attached hereto as
Exhibit B.
b. Ten and No/100 Dollars ($10.00) in principal under a series of convertible
promissory notes made and issued by Goodrich-Louisiana in the aggregate
principal amount of $1,000,000.00 (the "Subordinated Notes"). The principal
and accrued interest under the Subordinated Notes may be converted into
shares of Common Stock at the rate of $4.00 per share, subject to certain
adjustments. The Subordinated Notes will be in the form attached hereto as
Exhibit C, and will be issued pursuant to the terms of the Goodrich Credit
Agreement.
1
c. Sixty and No/100 Dollars ($60.00) in principal under a series of
convertible promissory notes made and issued by Lafitte in the aggregate
principal amount of $6,000,000.00 (the "Lafitte Notes"). The principal and
accrued interest under the Lafitte Notes may be converted into shares of
Common Stock at the rate of $4.00 per share. Under certain circumstances,
the principal and accrued interest under the Lafitte Notes may be converted
into membership interests (the "Membership Interests") of Lafitte. The
Lafitte Notes will be in the form attached hereto as Exhibit D, and will be
issued pursuant to the terms of a Credit Agreement (the "Lafitte Credit
Agreement") between Lafitte, as Borrower, and the Noteholder Agent, as
agent for the holders of the Lafitte Notes. A copy of the Lafitte Credit
Agreement is attached hereto as Exhibit E.
d. Three (3) shares of Series A Preferred Units of Goodrich-Louisiana (the
"Preferred Units"), having a par value and liquidation preference of Ten
and No/100 Dollars ($10.00), each. The preference amount and any accrued
distributions under the Preferred Units may be converted into shares of
Common Stock at the rate of $2.00 per share. The form of the Preferred Unit
certificate (the "Preferred Unit Certificate") is attached hereto as
Exhibit F. The Preferred Units will be issued pursuant to the Amended and
Restated Operating Agreement of Goodrich-Louisiana, a copy of which is
attached hereto as Exhibit G. The designations, preferences and rights of
the Preferred Units are set forth on Exhibit H, attached hereto.
e. A warrant (the "Debt Warrant") to purchase thirty (30) shares of Common
Stock for $0.9375 per share (the "Debt Warrant Exercise Price"). The terms
of the Debt Warrants are further set forth in the form of warrant
certificate (the "Debt Warrant Certificate") attached hereto as Exhibit I.
f. A warrant (the "Preferred Warrant") to purchase three (3) shares of Common
Stock for $1.50 per share (the "Preferred Warrant Exercise Price"). The
terms of the Preferred Warrants are further set forth in the form of
warrant certificate (the "Preferred Warrant Certificate") attached hereto
as Exhibit J.
The Undersigned further understands that the Offering is being made
without registration of (i) the Units, (ii) the Pari Passu Notes or the Common
Stock issuable upon the conversion thereof, (iii) the Subordinated Notes or the
Common Stock issuable upon the conversion thereof, (iv) the Lafitte Notes or the
Common Stock or the Membership Interests issuable upon the conversion thereof,
(v) the Preferred Units or the Common Stock issuable upon the conversion
thereof, (vi) the Debt Warrants or the Common Stock issuable upon the exercise
thereof, or (vii) the Preferred Warrants or the Common Stock issuable upon
exercise thereof, under the Securities Act of 1933, as amended (the "Securities
Act"), and is being made only to Accredited Investors (as defined in Rule 501 of
Regulation D under the Securities Act). The number of Units (and the
corresponding principal amounts of the Pari Passu Note, the Subordinated Note
and the Lafitte Note, and the corresponding numbers of Preferred Units, Debt
Warrants and Preferred Warrants) offered to the Undersigned are set forth beside
the Undersigned's name on the signature page hereof, subject to the right and
authority hereby granted to the Noteholder Agent to reduce the number of Units
in the event of an over-subscription to the Offering. The Pari Passu Notes,
2
Subordinated Notes, Lafitte Notes, Preferred Units, Debt Warrants, Preferred
Warrants and the Common Stock issuable upon the respective conversion or
exercise of the foregoing are referred to collectively herein as the "Unit
Securities."
The Undersigned further understands that in connection with the
Offering, Goodrich-Louisiana is restructuring its revolving line of credit with
Compass Bank, an Alabama state banking association, pursuant to the terms of a
Credit Agreement to be executed between Goodrich-Louisiana, as borrower,
Goodrich-Delaware, as guarantor, and Compass Bank, as lender, which Credit
Agreement will be substantially in the form of Exhibit K (the Compass Bank
Credit Agreement"). Pursuant to a Collateral Agency Agreement between Compass
Bank, as collateral agent, Compass Bank in its own right and the Noteholder
Agent (the "Collateral Agency Agreement"), Compass Bank will hold certain
collateral that will serve as collateral for the obligations under the Compass
Bank Credit Agreement, the Goodrich Credit Agreement and the Lafitte Credit
Agreement. The Collateral Agency Agreement will be substantially in the form of
Exhibit L. Compass Bank and the Noteholder Agent will execute a Subordination
Agreement (the "Subordination Agreement") providing for the subordination of the
Subordinated Note and the guaranty by Goodrich-Louisiana of the Lafitte Note.
The Subordination Agreement will be substantially in the form of Exhibit M.
The Undersigned further acknowledges and agrees that, notwithstanding
any provision herein or in any of the Unit Documents to the contrary, the
Undersigned shall not exercise any warrant or any conversion right to acquire
any shares of Common Stock for the period commencing with the issuance of any of
the Unit Securities and ending eleven (11) days after the mailing of the notice
to Goodrich-Delaware's shareholders as required by the New York Stock Exchange
in connection with its exceptions to the Shareholder Approval Policy.
1. Subscription.
-------------
Subject to the terms and conditions hereof, the Undersigned hereby
irrevocably subscribes for and agrees to purchase from the Companies the number
of Units set forth underneath the Undersigned's name on the signature page
attached hereto, for a price of One Hundred Fifty and No/100 Dollars ($150.00)
per Unit in cash. The total amount of such consideration is referred to in this
Subscription Agreement as the Purchase Price. The Undersigned agrees to deliver
the Purchase Price to the Noteholder Agent in immediately available funds on the
date this Subscription Agreement is executed by the Undersigned. The Undersigned
understands that separate Subscription Agreements will be executed with other
purchasers for the remainder of the Units to be sold in this Offering.
2. Acceptance of Subscription; Delivery of Purchase Price; Power of Attorney.
--------------------------------------------------------------------------
(a) The Undersigned understands and acknowledges that (i) the Companies
have the unconditional right, exercisable in their sole and absolute
discretion, to accept or reject this Subscription Agreement, in whole or in
part, (ii) subscriptions need not be accepted in the order received, (iii)
all subscriptions are subject to prior sale and to withdrawal, modification
or cancellation of the Offering by the Companies, (iv) no subscription
shall be valid unless and until accepted by the Companies, (v) this
Subscription Agreement shall be deemed to be accepted by the Companies only
when it is signed by an authorized officer of each of the Companies on
behalf of the Companies, and (vi) notwithstanding anything in this
Subscription Agreement to the contrary, the Companies shall have no
obligation to issue Units to any person to whom the issuance of the Units
would constitute a violation of the Securities Act or any state securities
laws.
3
(b) Upon execution of this Subscription Agreement by duly authorized
officers of the Companies (the "Time of Acceptance") and the satisfaction
of any conditions to funding, as set forth in the Goodrich Credit Agreement
or the Lafitte Credit Agreement, the Noteholder Agent will deliver the
Purchase Price to the Companies.
(c) The Undersigned has executed and delivered the Power of Attorney,
attached hereto as Exhibit L, to the Noteholder Agent. Such Power of
Attorney designates the Noteholder Agent as the Agent for the Undersigned
for the purposes set forth therein, including, without limitation, the
execution of the Unit Documents (hereinafter defined) in substantially the
form as attached hereto.
3. Tax Matters.
------------
The Undersigned understands and acknowledges that some risks and
uncertainties exist with respect to the federal income tax consequences of the
Units, and agrees to consult with and rely upon the Undersigned's tax advisors
with respect to the federal income tax consequences of the purchase, ownership
and disposition of a Unit.
4. Representations, Warranties and Covenants of the Companies. As of the Time of
Acceptance, the Companies represent and warrant to and covenant with the
Undersigned as follows:
(a) Each of the Companies is duly organized, validly existing and in good
standing under the laws of the State of its incorporation or organization,
as the case may be, with full corporate power and authority to own its
assets and to conduct its business as it is currently being conducted, and
is duly qualified and in good standing to do business in the jurisdictions
in which the nature of the business conducted by it or the ownership of its
assets makes such qualification necessary, other than any matters,
including failure to be so qualified and in good standing, that would not
have a material adverse effect on the Companies.
(b) Immediately prior to the Closing, the authorized and outstanding
capitalization of Goodrich-Delaware will consist of that which is described
on Schedule 1. Except as provided in Schedule 1, there are no outstanding
rights, options, warrants or agreements for the purchase or acquisition
from Goodrich-Delaware of any shares of its capital stock.
Goodrich-Delaware is not a party or subject to any agreement, and, to the
best of its knowledge, there is no agreement or understanding between any
other persons, which relates to the voting or giving of written consents
with respect to any security or by a director of the Goodrich-Delaware.
(c) Each of the Companies has duly authorized by all necessary corporate
action the issuance and sale of up to an aggregate of 100,000 Units
entitling the holders thereof to purchase, on certain terms and conditions,
up to an aggregate of $5,000,000 of Pari Passu Notes, $1,000,000 of
Subordinated Notes, $6,000,000 of Lafitte Notes, 300,000 Preferred Units,
and Warrants to purchase 3,300,000 shares of Common Stock. As of the Time
of Acceptance, this Agreement, and each of the documents and instruments to
be executed in connection with the Offering of the Units (collectively, the
"Unit Documents") will have been duly executed and delivered by the
Companies and (assuming due authorization, execution and delivery hereof by
the Undersigned or the Noteholder, as applicable) will constitute legal,
valid and binding obligations of the Companies, enforceable against the
Companies in accordance with their terms, except as the same may be limited
by legal principles of general applicability governing the application and
availability of equitable remedies.
4
(d) The Common Stock issuable upon exercise of the Debt Warrants or the
Preferred Warrants or upon conversion of the other Unit Securities, when
issued and paid for in accordance herewith and in accordance with the terms
of the applicable Unit Documents, respectively, will represent validly
authorized, duly issued and fully paid and non-assessable shares of Common
Stock of Goodrich-Delaware. The issuance of the Unit Securities will not
conflict with the organizational documents of Goodrich-Delaware or any
agreement or other instrument binding upon Goodrich-Delaware that is
material to Goodrich-Delaware.
(e) The offer, issuance, sale or delivery of the Units will not conflict
with or violate any law, order, statute, regulation or consent applicable
to the Companies of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Companies.
(f) The Companies are not in violation of, conflict with or default under
(i) any provision of their organizational documents, or (ii) any contract,
instrument, judgment, order, writ or decree to which it or any of its
subsidiaries is a party or by which it or any of them is bound, or, to the
best of its knowledge, of any provision of any federal or state statute,
rule or regulation applicable to the Companies, except as would not have a
material adverse effect on the assets, condition, affairs or prospects of
the Companies taken as a whole, financial or otherwise. The Execution,
delivery and performance of this Agreement and the Unit Documents and the
consummation of the transactions contemplated hereby and thereby will not,
with or without the passage of time and giving of notice, result in any
such violation, conflict or default, or an event that results in the
creation of any material lien, charge or encumbrance upon any assets of the
Companies or the suspension, revocation, impairment or forfeiture of any
material permit, license, authorization, or approval applicable to the
Companies which is reasonably likely to have a materially adverse effect.
5. Representations, Warranties and Covenants of the Undersigned.
-------------------------------------------------------------
The Undersigned hereby represents and warrants to and covenants with the
Companies and to each officer, director and agent of the Companies as follows:
(a) General:
--------
(i) The Undersigned has all requisite authority to enter into this
Subscription Agreement and to perform all the obligations required to
be performed by the Undersigned hereunder.
(ii) The Undersigned is the sole party in interest and is not
acquiring the Units as an agent or otherwise for any other person. The
Undersigned is a resident of the state set forth below his, her or its
name on the signature page hereto and (A) if a corporation,
partnership, trust or other form of business organization, it has its
principal office within such state; (B) if an individual, he or she
has his or her principal residence in such state; and (C) if a
corporation, partnership, trust or other form of business organization
which was organized for the specific purpose of acquiring the Units,
all of the beneficial owners are residents of such state.
(b) Information Concerning the Companies:
-------------------------------------
(i) The Undersigned is familiar with the business and financial
condition, properties, operations and prospects of the Companies, and has
been afforded the opportunity to ask questions of, and has received
satisfactory answers from, the Companies' officers and directors, or other
5
persons acting on the Companies' behalf, concerning the business and
financial condition, properties, operations and prospects of the Companies'
and concerning the terms and conditions of the Offering.
(ii) The Undersigned understands that, unless the Undersigned notifies
the Companies in writing to the contrary before the Time of Acceptance, all
the representations and warranties contained in this Subscription Agreement
will be deemed to have been reaffirmed and confirmed as of the Time of
Acceptance, taking into account all information received by the
Undersigned.
(iii)The Undersigned understands that the purchase of the Units
involves various risks and that no assurance can be given as to the future
value of any investment in the Units or the future financial condition or
results of operations of the Company. The Undersigned understands that the
Companies' future performance will depend on a number of factors beyond the
Companies' control, including the price of oil and gas, the success of the
Companies' exploratory and development drilling program, its ability to
replace reserves and general economic and industry conditions.
(iv) No representations or warranties have been made to the
Undersigned by the Companies as to the tax consequences of this investment
or as to the expected profits, losses or cash flow of the Companies which
may be received or sustained as a result of this investment.
(v) All documents, records and books pertaining to a proposed
investment in the Units which the Undersigned has requested have been made
available to the Undersigned.
(c) Status of the Undersigned:
(i) The Undersigned has had the opportunity to consult with the
Undersigned's own attorney and/or accountant regarding the Undersigned's
investment in the Units and their suitability for purchase by the
Undersigned, and to the extent necessary, the Undersigned has retained, at
the Undersigned's own expense, and relied upon, appropriate professional
advice regarding the investment, tax and legal merits, risks and
consequences of this Subscription Agreement and of purchasing and owning
the Units.
(ii) The Undersigned represents that the Undersigned is (please
initial each category below which is applicable to the Undersigned):
( ) (A) a natural person whose individual net worth, or joint
net worth with his or her spouse, exceeds $1,000,000
(including the value of homes, home furnishings and personal
automobiles);
( ) (B) a natural person who had an individual income in excess
of $200,000 in each of the last two years or joint income with
his or her spouse in excess of $300,000 in each of the last
two years and who reasonably expects to reach the same level
of individual or joint income this year. For purposes of the
Offering, individual income shall equal adjusted gross income,
as reported in the Undersigned's federal income tax return,
6
less any income attributable to a spouse or to property owned
by the spouse, and as may be further adjusted in accordance
with the rules, regulations and releases of the Securities and
Exchange Commission;
( ) (C) a bank as defined in Section 3(a)(2) of the Securities
Act, or a savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Securities Act, whether
acting in its individual or fiduciary capacity; a broker or
dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; an insurance company as defined in
Section 2(13) of the Securities Act; an investment company
registered under the Investment Company Act of 1940 (the "1940
Act") or a business development company as defined in Section
2(a)(48) of the 1940 Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958; a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a
state or its political subdivisions for the benefit of its
employees with total assets in excess of $5,000,000; or an
employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"), if the
investment decision is made by a plan fiduciary, as defined in
Section 3(21) of ERISA, which is either a bank, savings and
loan association, insurance company or registered investment
advisor, or if the employee benefit plan has total assets in
excess of $5,000,000 or if a self-directed plan, with
investment decisions made solely by persons that are
Accredited Investors;
( ) (D) a private business development company as defined in
Section 202(a)(22) of the Investment Advisors Act of 1940;
( ) (E) an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the Units, with total assets in excess of
$5,000,000;
( ) (F) an individual who is a director or executive officer of
the Company;
( ) (G) a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Units, whose
purchase is directed by a sophisticated person as described in
Section 506(b)(2)(ii) of Regulation D under the Securities
Act; or
( ) (H) an entity in which all of the equity owners are
Accredited Investors set forth above.
(iii)The Undersigned agrees to furnish any additional information
requested to assure compliance with applicable federal and state securities
laws in connection with the purchase and sale of the Units.
7
(d) Restrictions on Transfer or Sale of the Warrants and the Common Stock
Issuable upon Exercise of the Warrants or upon Conversion of the Other Unit
Securities:
(i) The Undersigned is acquiring the Units subscribed for solely for
the Undersigned's own beneficial account, for investment purposes, and not
with a view to, or for resale in connection with, any distribution of the
Units or the Unit Securities. The Undersigned understands that the offer
and sale of the Units and the Unit Securities has not been registered under
the Securities Act or any state securities laws by reason of specific
exemptions under the provisions thereof which depend in part upon the
investment intent of the Undersigned and the other representations made by
the Undersigned in this Subscription Agreement. The Undersigned understands
that the Companies are relying upon the representations, covenants and
agreements contained in this Subscription Agreement for the purpose of
determining whether this transaction meets the requirements for such
exemptions.
(ii) The Undersigned understands that the Units and the Unit
Securities are "restricted securities" under applicable federal securities
laws and that the Securities Act and the rules of the Commission provide in
substance that the Undersigned may dispose of the Units and the Unit
Securities only pursuant to an effective registration statement under the
Securities Act or an exemption therefrom, and the Undersigned understands
that the Company has no obligation or intention to register any of the
Units or the Unit Securities purchased by the Undersigned hereunder other
than as provided in the Unit Documents, or to take action so as to permit
sales pursuant to the Securities Act (including Rule 144 thereunder).
Accordingly, the Undersigned understands that under the Commission's rules,
the Undersigned may dispose of the Units and the Unit Securities acquired
pursuant to the Offering only by registration under the Securities Act or
in "private placements" which are exempt from registration under the
Securities Act, in which event the transferee will acquire "restricted
securities" subject to the same limitations as in the hands of the
Undersigned. As a consequence, the Undersigned understands that it must
bear the economic risks of the investment in the Units and the Unit
Securities for an extended period of time.
(iii)The Undersigned agrees: (A) that the Undersigned will not sell,
assign, pledge, give, transfer or otherwise dispose of the Units or the
Unit Securities or any interest therein, or make any offer or attempt to do
any of the foregoing, except pursuant to a registration of the offer and
sale of the applicable securities under the Securities Act and all
applicable state securities laws or in a transaction which is exempt from
the registration provisions of the Securities Act and all applicable state
securities laws; (B) that the Companies and any transfer agent for the
Common Stock shall not be required to give effect to any purported transfer
of any such securities except upon compliance with the foregoing
restrictions and the receipt of a favorable opinion of counsel satisfactory
to the Companies and/or evidence satisfactory to the Companies that such
restrictions have been complied with; and (C) that a legend in
substantially the following form will be placed on the certificates
representing the Unit Securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND
8
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL
NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF A FAVORABLE
OPINION OF COUNSEL AND/OR EVIDENCE SATISFACTORY TO THE COMPANY THAT
THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR
THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT
VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
(iv) The Undersigned has not offered or sold any portion of the
subscribed for Units or Unit Securities and has no present intention
of dividing such Units or Unit Securities with others or of reselling
or otherwise disposing of any portion of such Units or Unit Securities
either currently or after the passage of a fixed or determinable
period of time or upon the occurrence or nonoccurrence of any
predetermined event or circumstance.
6. Survival; Indemnification.
--------------------------
All representations, warranties and covenants contained in this
Subscription Agreement and the indemnification contained in this Section 6 shall
survive (i) the acceptance of this Subscription Agreement by the Companies, (ii)
changes in the transactions, documents and instruments described herein which
are not material or which are to the benefit of the Undersigned, and (iii) the
death or disability of the Undersigned. The Undersigned acknowledges the meaning
and legal consequences of the representations, warranties and covenants in
Section 5 hereof and that the Companies have relied upon such representations,
warranties and covenants in determining the Undersigned's qualification and
suitability to purchase the Units. The Undersigned hereby agrees to indemnify,
defend and hold harmless the Companies, their respective officers, directors,
employees, agents and controlling persons, from and against any and all losses,
claims, damages, liabilities, expenses (including attorneys' fees and
disbursements), judgments or amounts paid in settlement of actions arising out
of or resulting from the untruth of any representation of the Undersigned herein
or the breach of any warranty or covenant herein by the Undersigned.
7. Registration.
-------------
"Registrable Shares" shall mean the Common Stock to be issued in connection
with the transactions referred to herein. Goodrich-Delaware shall file with the
SEC within sixty (60) days following the date of grant hereof a registration
statement on Form S-1 under the Securities Act of 1933, as amended, or such
other form that Goodrich-Delaware is eligible to use or that the SEC deems
appropriate (the "Registration Statement") for the registration of the resale by
the Undersigned of the Registrable Securities. Goodrich-Delaware shall use its
best efforts to have the Registration Statement declared effective by the SEC by
no later than ninety (90) days after the date of grant hereof and to ensure that
the Registration Statement, and the underlying prospectus, remains in effect
until such time as all of the Registrable Shares are freely tradable under Rule
144 promulgated under the Securities Act.
(a) Notwithstanding the foregoing, Goodrich-Delaware may defer the filing
of the Registration Statement until a date not later than sixty (60) days
after the time set forth above if Goodrich-Delaware or its subsidiaries are
engaged in confidential negotiations or other confidential business
activities, disclosure of which would be required in such Registration
Statement (but would not be required if such Registration Statement were
not filed).
(b) Notwithstanding the foregoing, if Goodrich-Delaware determines in its
good faith judgment that the filing of any supplement or amendment to the
Registration Statement in order to keep the Registration Statement
effective would require the disclosure of material information that
Goodrich-Delaware has a bona fide business purpose for preserving as
confidential, than upon written notice of such determination by
Goodrich-Delaware to the Undersigned, the obligation of Goodrich-Delaware
to supplement or amend the Registration Statement will be suspended until
Goodrich-Delaware notifies the Undersigned in writing that the reasons for
9
suspension of such obligations no longer exist and Goodrich-Delaware amends
or supplements the Registration Statement as may be required. The maximum
number of consecutive days during which Goodrich-Delaware may delay the
filing of any such supplement or amendment shall not exceed sixty (60)
days.
8. Conditions to Obligations of the Undersigned and the Companies.
----------------------------------------------------------------------
The obligations of the Undersigned to purchase and pay for the Units
specified herein and of the Companies to sell such Units are subject to the
condition that the representations and warranties of the Companies contained in
Section 4 hereof and of the Undersigned contained in Section 5 hereof shall be
true and correct on and as of the Time of Acceptance in all respects with the
same effect as though such representations and warranties had been made on and
as of the Time of Acceptance.
9. Notices.
-------
All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail, return receipt requested, postage prepaid:
(a) if to the Companies, to the following address:
Goodrich Petroleum Corporation
Goodrich Petroleum Company, L.L.C.
Goodrich Petroleum Company-Lafitte, L.L.C.
333 Texas Street, Suite 1375
Shreveport, Louisiana 71101
Attn: Walter G. Goodrich
(b) if to the Undersigned, to the address set forth on the signature page
hereto;
(c) or at such other address as either party shall have specified by notice
in writing to the other.
10. Notification of Changes.
-----------------------
The Undersigned agrees and covenants to notify the Companies immediately
upon the occurrence of any event prior to the Time of Acceptance which would
cause any representation, warranty, covenant or other statement contained in
this Subscription Agreement to be false or incorrect or of any change in any
statement made herein occurring prior to the Time of Acceptance.
11. Assignability.
-------------
This Subscription Agreement is not assignable by the Undersigned, and may
not be modified, waived or terminated except by an instrument in writing signed
by the party against whom enforcement of such modification, waiver or
termination is sought.
12. Binding Effect.
---------------
Except as otherwise provided herein, this Subscription Agreement shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns, and the
agreements, representations, warranties and acknowledgments contained herein
shall be deemed to be made by and be binding upon such heirs, executors,
administrators, successors, legal representatives and assigns.
13. Obligations Irrevocable.
------------------------
The obligations of the Undersigned shall be irrevocable, except with the
consent of the Companies, until the Time of Acceptance or earlier termination of
the Offering.
14. Entire Agreement.
-----------------
This Subscription Agreement, and the Unit Documents constitute the entire
agreement of the Undersigned and the Companies relating to the matters contained
herein, superseding all prior contracts or agreements, whether oral or written.
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15. Governing Law.
--------------
This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana, exclusive of any conflicts
of law principles; and the parties hereto agree that the state and federal
courts situated in Caddo Parish, Louisiana, shall have personal jurisdiction
over the parties hereto to hear all disputes arising under this Subscription
Agreement. This Subscription Agreement is to be at least partially performed in
Caddo Parish, Louisiana, and, as such, the parties agree that venue shall be
proper with the state or federal courts in Caddo Parish, Louisiana, to hear such
disputes.
16. Severability.
------------
If any provision of this Subscription Agreement or the application thereof
to the Undersigned or any circumstance shall be held invalid or unenforceable to
any extent, the remainder of this Subscription Agreement and the application of
such provision to other subscriptions or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
17. Headings.
--------
The headings in this Subscription Agreement are inserted for convenience
and identification only and are not intended to describe, interpret, define, or
limit the scope, extent or intent of this Subscription Agreement or any
provision hereof.
18. Counterparts.
------------
This Subscription Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which together shall be deemed to be one and the same agreement.
NOTE: Please be certain you have initialed the appropriate category of
Accredited Investor in Section 6(c).
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IN WITNESS WHEREOF, the Undersigned has executed this Subscription
Agreement this day of September, 1999.
------
TYPE OF OWNERSHIP (Check One):
( ) INDIVIDUAL OWNERSHIP (one signature required)
( ) TRUST, AGENT OR OTHER PERSON ACTING IN A REPRESENTATIVE CAPACITY
List the name of the person or entity who will be the record holder and
provide (i) copy of trust agreement, power of attorney or other instrument
granting the power and authority to subscribe, or (ii)an opinion of counsel
as to such power and authority)
( ) JOINT TENANTS WITH RIGHT OF SURVIVORSHIP (both or all parties must sign)
( ) COMMUNITY PROPERTY (one signature required if shares are held in one name,
i.e., managing spouse; two signatures required if shares are held in both
names)
( ) TENANTS IN COMMON (both or all parties must sign) (Can only be used if
parties are related and living in same household)
( ) CORPORATION (please include copies of the corporation's Articles of
Incorporation and bylaws)
( ) PARTNERSHIP (include copy of Partnership Agreement authorizing signature)
(1) If a Partnership, Corporation or other qualified association, the
signature should be in the name of such entity followed by the authorized
signature and title of the person signing.
(2) Second signature required for any joint investment.
Name of Investor:
---------------------------
Signature:
- ----------------------------------------
Title:
---------------------------------
Address:
---------------------------------
- ----------------------------------------
- ----------------------------------------
Social Security or Tax I.D. No.:
- ----------------------------------------
Item Number/Amount Investment
- ---- ------------- ----------
Units
------------- ----------
Pari Passu Note
------------- ----------
Subordinated Note
------------- ----------
Lafitte Note
------------- ----------
Preferred Units
------------- ----------
Debt Warrants
------------- ----------
Deferred Warrant
------------- ----------
Total
------------- ----------
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If joint investment:
Name of additional investor:
---------------------------------
Signature:
-------------------------------------------
Title (if applicable):
-------------------------------
Address:
---------------------------------------------
Social Security or Tax I.D. No.:
--------------------
No. of Units subscribed for:
----------------------------------
Accepted by Goodrich Petroleum Corporation
By:
--------------------------------------
Walter G. Goodrich, President
Accepted by Goodrich Petroleum Company, L.L.C.
By:
--------------------------------------
Walter G. Goodrich, President
Accepted by Goodrich Petroleum Company-Lafitte, L.L.C.
By:
--------------------------------------
Walter G. Goodrich, President
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