exv10w3






Exhibit 10.3




Execution Copy




SECOND AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT




     This SECOND AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (the “Amendment”) is made
as of October 2, 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.



RECITALS:




     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 (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. Amendment to the Forbearance Agreement. The Borrower, the Guarantors,
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 2, 2009” contained therein with the date “October
7, 2009”.



2nd
Amendment to Forbearance Agreement [Meridian]


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     3. Ratifications, Representations and Warranties.




     (a) Ratification of Loan Documents and Liens. Except as expressly modified and
superseded by this Amendment, the terms and provisions of the Loan Documents are ratified and
confirmed and shall continue in full force and effect. Each Credit Party, the Administrative Agent
and Lenders agree that the Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Each Credit Party further expressly
acknowledges and agrees that the Lenders have a valid, non-avoidable, enforceable and perfected
security interest in and lien against each item of collateral described in the Security Documents,
and that such security interest and lien secures the payment Obligations and the performance of all
other obligations of the Borrower under the Loan Documents.




     (b) General Representations and Warranties. Each Credit Party hereby jointly and
severally represents and warrants to the Administrative Agent and Lenders that (i) the execution,
delivery and performance of this Amendment has been duly authorized by all requisite organizational
action on the part of such Credit Party and will not violate the constituent organizational
documents of such Credit Party, contravene any contractual restriction, any law, rule or regulation
or court or administrative decree or order binding on or affecting such Credit Party or result in,
or require the creation or imposition of any lien, security interest or encumbrance on any of the
properties of such Credit Party; (ii) this Amendment has been duly executed and delivered by each
Credit Party and is the legal, valid and binding obligation of each Credit Party, enforceable in
accordance with its terms; (iii) subject to the existence of the Designated Events of Default, the
representations and warranties contained in the Credit Agreement and any Loan Document
are true and correct on and as of the date hereof and on and as of the date of execution hereof as
though made on and as of each such date; (iv) except for the Designated Events of Default, no
Default or Event of Default under the Credit Agreement has occurred and is continuing; (v) except
for the Designated Events of Default, such Credit Party is in full compliance with all covenants
and agreements contained in the Loan Documents; and (vi) absent the effectiveness of
this Amendment, the Administrative Agent and Lenders are entitled to exercise immediately their
respective rights and remedies under the Loan Documents, including, but not limited to, the right
to accelerate the maturity of the Obligations and enforce their rights and remedies under the
Security Documents.




     (c) Ratification of Guarantees. Each of the Guarantors hereby acknowledges and
consents to all of the terms and conditions of this Amendment and hereby ratifies and confirms its
respective guarantee under the Guarantee dated as of December 23, 2004 (the “Guarantee”)
for the benefit of the Administrative Agent and Lenders. Each Guarantor hereby represents and
acknowledges that the execution and delivery of this Amendment shall in no way change or modify its
obligations as a guarantor under the Guarantee and shall not constitute a waiver by either the
Administrative Agent or Lenders of any of either the Administrative Agent’s or Lenders’ rights
against such Guarantor.



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     4. Conditions Precedent. This Amendment shall become effective (the “Effective
Date”) upon receipt by the Administrative Agent of a copy of this Amendment executed by the
Required Lenders.



     5. Miscellaneous Provisions.




     (a) Survival of Representations and Warranties. All representations and
warranties made in any Loan Document shall survive the execution and delivery of this
Amendment, and no investigation by the Administrative Agent or Lenders or any closing shall
affect the representations and warranties or the right of the Administrative Agent or
Lenders to rely upon them.




     (b) Limitation on Relationship between Parties. The relationship of the
Administrative Agent and Lenders, on the one hand, and the Credit Parties, on the other
hand, has been and shall continue to be, at all times, that of creditor and debtor. Nothing
contained in this Amendment, any instrument, document or agreement delivered in connection
therewith or in the Loan Documents shall be deemed or construed to create a fiduciary
relationship between the parties.




     (c) Expenses of the Administrative Agent or Lenders. The Borrower agrees to
pay on demand all reasonable costs and out-of-pocket expenses incurred by the Administrative
Agent and Lenders in connection with the preparation, negotiation, execution and
enforcement of this Amendment and any and all amendments, modifications, and
supplements thereto, including, without limitation, the reasonable costs and fees of the
Administrative Agent’s and Lenders’ legal counsel, and all costs and expenses incurred by
the Administrative Agent and Lenders in connection with the enforcement or preservation of
any rights under any Loan Document.




     (d) Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the
remainder of this Amendment and the effect thereof shall be confined to the provision so
held to be invalid or unenforceable.




     (e) Successors and Assigns; Third Party Beneficiaries. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that no Credit Party may assign or transfer any of its rights or
obligations under this Amendment without the prior written consent of the
Administrative Agent, and no other Person shall have any right, benefit or interest under or
because of the existence of this Amendment.




     (f) Amendments; Interpretation. No amendment or modification of any
provision of this Amendment shall be effective without the written agreement of each Credit
Party and the Required Lenders, and no waiver of any provision of this Amendment or
consent to any departure by any Credit Party therefrom, shall in any event be effective
without the written concurrence of the Required Lenders. Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it was given.



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     (g) Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same instrument, and all signature pages transmitted by
electronic transmission shall be considered as original executed counterparts. Each
party to this Amendment agrees that it will be bound by its own facsimile or electronic
signature and that it accepts the facsimile or electronic signatures of each other
party.




     (h)Headings. The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.




     (i) Further Assurances. Each Credit Party agrees to execute such other and further
documents and instruments as the Administrative Agent may request to implement the provisions of
this Amendment and to perfect and protect the liens and security interests created by the Credit
Agreement and the other Loan Documents.




     (j) Applicable Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.




     (k) Release. EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
RECOUPMENT, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL, OR ANY PART OF ITS LIABILITY TO REPAY
THE ANY OBLIGATIONS ARISING UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE ADMINISTRATIVE AGENT OR LENDERS (OR
ANY OF THEM). EACH CREDIT PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
THE ADMINISTRATIVE AGENT AND LENDERS, THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS,
REPRESENTATIVES, OWNERS, AFFILIATES, SUCCESSORS,
TRANSFEREES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”). FROM ALL POSSIBLE CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR
UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH SUCH CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST ANY RELEASED
PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM OR ARISING IN CONNECTION WITH ANY “LOANS”,
INCLUDING,



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WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING
INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND/OR NEGOTIATION OF, OR EXECUTION OF, THIS
AMENDMENT. IT IS AGREED THAT THE SCOPE OF THIS RELEASE UNDER THIS PARAGRAPH SHALL INCLUDE ALL
CLAIMS. DEMANDS OR CAUSES OF ACTION ARISING IN WHOLE OR PART FROM THE NEGLIGENCE OR STRICT LIABLITY
OF THE ADMINISTRATIVE AGENT. ANY LENDER OR ANY OTHER RELEASED PARTY. EACH CREDIT PARTY HEREBY
COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE,
PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF, ANY CLAIM, ACTION OR CAUSE OF
ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST ANY OF THE RELEASED PARTIES
ARISING OUT OF OR RELATED TO A RELEASED PARTY’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS
IN ADMINISTERING, ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT, THE OBLIGATIONS,
INDEBTEDNESS AND OTHER OBLIGATIONS OF A CREDIT PARTY TO A RELEASED PARTY. EACH CREDIT PARTY AGREES
TO INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM ANY AND ALL MATTERS
RELEASED PURSUANT TO THIS PARAGRAPH. EACH CREDIT PARTY ACKNOWLEDGES THAT THE AGREEMENTS IN THIS
PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES TO EACH
CREDIT PARTY, ITS SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, ASSIGNS AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH SUCH MATTERS RELEASED PURSUANT TO THE OTHER
PROVISIONS OF THIS PARAGRAPH. EACH CREDIT PARTY REPRESENTS AND WARRANTS TO LENDER THAT IT HAS NOT
PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR INTEREST OF A CREDIT PARTY IN
ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL AND COMPLETE
RELEASE OF EACH CREDIT PARTY’S CLAIMS WITH RESPECT TO ALL SUCH MATTERS. THE PROVISIONS OF THIS
SECTION 5(k) AND THE REPRESENTATIONS, WARRANTIES, RELEASES, WAIVERS, REMISES, ACQUITTANCES,
DISCHARGES, COVENANTS, AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL
CONSIDERATION FOR AND INDUCEMENT TO THE ADMINISTRATIVE AGENT AND LENDERS ENTERING INTO THIS
AMENDMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR
LIABILITY OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO A CREDIT PARTY OR ANY OTHER PERSON, (C) DO
NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY




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LIABILITY, WRONGDOING, OR VIOLATION OF ANY OBLIGATION, DUTY OR AGREEMENT OF THE ADMINISTRATIVE
AGENT OR A LENDER TO A CREDIT PARTY OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED AS EVIDENCE
AGAINST THE ADMINISTRATIVE AGENT OR A LENDER BY A CREDIT PARTY OR ANY OTHER PERSON FOR ANY PURPOSE.




     (1) Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY AND VOLUNTARILY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE, BETWEEN THE ADMINISTRATIVE AGENT AND LENDERS AND ANY CREDIT PARTY OR ANY OF THEIR
RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN THIS AMENDMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.



     (m) Submission to Jurisdiction. Each Credit Party agrees that all disputes among them
and the Administrative Agent or any Lender arising out of, connected with, related to, or
incidental to the relationship established between them in this Amendment, whether arising in
contract, tort, equity, or otherwise, shall be resolved only by the courts of the State of Texas,
the federal courts sitting therein, and appellate court from any thereof. Each Credit Party waives
in all disputes any objection that any of them may have to the location of the court considering
the dispute which court shall have been chosen in accordance with the foregoing.



     (n) Loan Documents. This Amendment shall constitute a Loan Document.



     (o) Final Agreement. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE ENTIRE
EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
EXECUTED. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH CREDIT
PARTY, THE ADMINISTRATIVE AGENT AND LENDERS.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first written above.



	 	 	 	 	 
	 	THE CREDIT PARTIES



BORROWER:



THE MERIDIAN RESOURCE CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President — Finance 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:



CAIRN ENERGY USA, INC.

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE MERIDIAN RESOURCE & EXPLORATION LLC

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE MERIDIAN PRODUCTION CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE MERIDIAN RESOURCE CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	FBB ANADARKO CORP.

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	TE TMR CORP.

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNDANCE ACQUISITION CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	LOUISIANA ONSHORE PROPERTIES LLC

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	TMR DRILLING CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	TMR EQUIPMENT CORPORATION

 	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:




FORTIS CAPITAL CORP.,

as Administrative Agent, Co-Lead Arranger, Bookrunner, 

Issuing Lender, and a Lender

 	 
	 	By:  	/s/ Harry T. Nullet
 	 
	 	 	Name:  	Harry T. Nullet 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                      /s/ Courouble
 	 
	 	 	Name:  	Courouble 	 
	 	 	Title:  	CRO 	 
	 




 











 





	 	 	 	 	 
	 	THE LENDERS:



THE BANK OF NOVA SCOTIA,

as Co-Lead Arranger, Syndication Agent, and a Lender

 	 
	 	By:  	/s/ Keith Buchanan
 	 
	 	 	Name:  	Keith Buchanan 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK, 

as a Lender

 	 
	 	By:  	/s/ Matt Turner
 	 
	 	 	Name:  	Matt Turner 	 
	 	 	Title:  	Corporate Banking Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 

as a Lender

 	 
	 	By:  	/s/ Justin Alexander
 	 
	 	 	Name:  	Justin Alexander 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS plc, 

as a Lender

 	 
	 	By:  	/s/ Mark Connelly
 	 
	 	 	Name:  	Mark Connelly  	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ James Giordano
 	 
	 	 	Name:  	James Giordano 	 
	 	 	Title:  	Assistant Vice President