Execution Copy
THIRD AMENDMENT TO FORBEARANCE
AND AMENDMENT AGREEMENT
THIS THIRD AMENDMENT TO FORBEARANCE
AND AMENDMENT AGREEMENT (the “ Amendment ”) is
made as of October 20, 2009, by and among THE MERIDIAN RESOURCE
CORPORATION, a Texas corporation (the “ Borrower
”), the undersigned Guarantors (the “ Guarantors
”), the several banks, financial institutions and other
entities from time to time parties to the Credit Agreement (as
defined below) (collectively, the “ Lenders ”),
and FORTIS CAPITAL CORP. (“ Fortis ” or the
“ Administrative Agent ”), as administrative
agent for the Lenders.
R E C I T A L S
:
WHEREAS, the Borrower, Fortis as
Administrative Agent, and the Lenders have entered into an Amended
and Restated Credit Agreement dated as of December 23, 2004, as
amended by that certain First Amendment to Credit Agreement dated
as of February 25, 2008, further amended by that certain Second
Amendment to Credit Agreement dated as of December 19, 2008, and
further amended by the Forbearance Agreement (defined below) (as so
amended, the “ Credit Agreement ”);
WHEREAS, the Borrower, the
Guarantors, Fortis, as Administrative Agent, and the Lenders have
entered into that certain Forbearance and Amendment Agreement dated
as of September 3, 2009 (as amended, the “ Forbearance
Agreement ”);
WHEREAS, the Borrower has requested
that the Administrative Agent and Lenders extend the time for
performance by the Borrower of certain conditions subsequent
required under the Forbearance Agreement and the Administrative
Agent and Lenders have agreed to do so under the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, each of the
Administrative Agent, the Lenders, the Borrower and the Guarantors
agree as follows:
1. Definitions . Capitalized terms defined in the
Recitals section of this Amendment are incorporated herein by this
reference and are used herein as so defined. Capitalized
terms used and not defined in this Amendment (including in the
Recitals section of this Amendment) shall have the meanings
assigned to such terms in the Forbearance Agreement and the Credit
Agreement.
2. Amendments to the Forbearance
Agreement . The Borrower, the Guarantors, the
Administrative Agent and the Lenders agree that the Forbearance
Agreement will be amended as follows:
(a) Conditions Subsequent . Section 10(a) of the
Forbearance Agreement is amended to replace the date “October
20, 2009” contained therein with the date
“November 15, 2009.”
(b) Conditions Subsequent . Section 10(b) of the
Forbearance Agreement is amended to replace the date “October
30, 2009” contained therein with the date “November 15,
2009.”
3. Conditions to Amendments . The amendments contained in
Section 2 hereof are subject to the conditions set forth
below. Failure to comply with these conditions will be
deemed to be a Forbearance Default under Section 11 of the
Forbearance Agreement.
(a) Immediately upon receipt thereof, the Borrower
shall provide to the Administrative Agent and the Lenders copies of
all information provided by any third party acceptable to the
Lenders (an “ Offering Party ”) that proposes to
enter into a Borrower Merger Agreement, a Capital Infusion
Agreement or a Purchase and Sale Agreement with the Borrower (a
“ Proposed Transaction ”) that is submitted to
the Borrower to demonstrate to the Borrower’s satisfaction
such Offering Party’s ability to consummate a Proposed
Transaction;
(b) Immediately upon receipt thereof, the Borrower
shall provide to the Administrative Agent and the Lenders copies of
any term sheet or other documents provided by any Offering Party,
which term sheet or other documents shall be subject to the
approval of the Administrative Agent and the Lenders, that contain
preliminary terms and conditions surrounding such Offering
Party’s ability to raise equity and/or obtain financing in
order to consummate such Proposed Transaction and to accomplish a
restructuring/refinancing of the Credit Agreement.
(c) On or before November 15, 2009, an Offering
Party shall have presented to the Administrative Agent and the
Lenders a detailed restructuring/refinancing plan, subject to the
approval of the Administrative Agent and the Lenders, whereby the
Proposed Transaction contemplated by the Offering Party will result
in the restructuring or refinancing of all of the Borrower’s
Obligations under the Credit Agreement, subject only to the closing
of such transaction. Such plan shall contain detailed
information surrounding the Offering Party’s ability to raise
equity and/or obtain financing in order to consummate such Proposed
Transaction and detailed information surrounding the
Borrower’s and the Offering Party’s timetable and
agenda for consummating such Proposed Transaction and for
restructuring/refinancing the Credit Agreement.
(d) The Borrower shall have received a proposal from
an Offering Party to enter into an agreement for a Proposed
Transaction by November 15, 2009 and such proposal shall not have
been withdrawn or terminated by such Offering Party.
4. Covenants .
(a) The Borrower shall conduct a weekly conference
call with the Administrative Agent, starting October 19, 2009, for
the purpose of updating the Administrative Agent as to the status
of all pending transactions.
(b) In consideration of the agreements set forth
herein, the Lenders shall be entitled to an amendment fee of 0.25%
of the aggregate outstanding Obligations of the Borrower as of the
date of this Amendment payable to the Administrative Agent for
the