0000950129-05-012115 Sample Contracts

GOODRICH PETROLEUM CORPORATION 1,650,000 SHARES OF (Liquidation Preference $50.00 per share) PURCHASE AGREEMENT
Purchase Agreement • December 20th, 2005 • Goodrich Petroleum Corp • Crude petroleum & natural gas • New York

Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Bear, Stearns & Co. Inc. and BNP Paribas Securities Corp. (collectively, the “Initial Purchasers”), as set forth below.

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 14, 2005 among GOODRICH PETROLEUM COMPANY, L.L.C., as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Party Hereto
Credit Agreement • December 20th, 2005 • Goodrich Petroleum Corp • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of December 14, 2005, 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.

FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT dated as of December 14, 2005 among GOODRICH PETROLEUM COMPANY, L.L.C., as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Party Hereto
Second Lien Term Loan Agreement • December 20th, 2005 • Goodrich Petroleum Corp • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT (this “First Amendment”) dated as of December 14, 2005, 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.

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