Underwriting Agreement

On September 22, 2009, Goodrich Petroleum Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc., as a representative of the underwriters named therein (collectively, the "Underwriters"), in connection with the registered underwritten public offering (the "Offering') of $190 million principal amount of the Company's 5.00% Convertible Senior Notes due 2029 (the "Notes"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional $28,500,000 principal amount of the Notes to cover over-allotments, if any. On September 23, 2009, the Underwriters exercised in full their option to purchase an additional $28,500,000 principal amount of Notes. The Notes will be governed by an Indenture and a Supplemental Indenture to be entered into by and between the Company and Wells Fargo Bank, National Association, as Trustee.

The Offering is being made pursuant to the Company's effective Registration Statement on Form S-3 (Registration No. 333-151352) (the "Registration Statement") and a prospectus supplement thereto dated September 22, 2009. This Current Report also incorporates by reference the Underwriting Agreement into the Registration Statement.

The description of the Underwriting Agreement in this Current Report is a summary only and is qualified in its entirety by reference to the terms of the Underwriting Agreement, a copy of which is filed hereto as Exhibit 1.1 and incorporated herein by reference.

Amendment to Senior Credit Facility

On September 22, 2009, the Company entered into a First Amendment to its Second Amended and Restated Credit Agreement. The amendment permits the Company to offer and issue the Notes, make all required payments on the Notes thereafter, and exclude up to $175 million of the Company's existing 3.25% Convertible Senior Notes due 2026 and the Notes from the definition of Total Debt used in the financial covenants under the Senior Credit Facility.

The foregoing description of the terms of this amendment is a summary only and is qualified in its entirety by reference to the terms of the amendment, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

(d) Exhibits

Exhibit
Number    Description
 1.1      Underwriting Agreement, dated September 22, 2009, by and between Goodrich
          Petroleum Corporation and J.P. Morgan Securities, Inc., as representative
          of the underwriters named therein.

 5.1      Opinion of Vinson & Elkins L.L.P.

10.1      First Amendment to Second Amended and Restated Credit Agreement between
          Goodrich Petroleum Company, L.L.C. and BNP Paribas and Certain Lenders,
          dated as of September 22, 2009.

23.1      Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).