exv10w1






EXHIBIT 10.1




THIRTEENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT




     THIS THIRTEENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (the “Amendment”) is
made as of May 7, 2010, 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 consent to
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(b) of the Forbearance Agreement
is amended and restated in its entirety as follows:



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“(b) The transactions contemplated by the purchase and sale
agreement with Alta Mesa shall be consummated by May 14, 2010,
unless such date is extended with the consent of the Required
Lenders to allow for any necessary buyer diligence and obtaining
shareholder, corporate, or other necessary approvals to consummate
such transactions, which date shall in no event be later than May
31, 2010.”



     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) The Borrower shall provide updates from time to time, via e-mail or conference
call, at the discretion of the Administrative Agent, to the Administrative Agent and the
Lenders with respect to the status of the transactions contemplated with Alta Mesa upon
request by the Administrative Agent.




     (b) No material amendment or modification of any provision of the Alta Mesa Merger
Agreement that is adverse to the Lenders shall be made without the written agreement of the
Required Lenders.



     4. 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



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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.



     5. Condition Precedent. This Amendment shall become effective (the “Effective
Date”) upon receipt by the Administrative Agent, on behalf of the Lenders, of a copy of this
Amendment executed by the Required Lenders.



     6. Condition Subsequent. On May 12, 2010, the Borrower shall pay to the
Administrative Agent, on behalf of the Lenders, an amendment fee equal to 0.10% of the outstanding
principal amount of the Revolving Credit Loans as of the Effective Date unless the transactions
contemplated by the purchase and sale agreement with Alta Mesa have been consummated on or before
such date.



     7. 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



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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.




     (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) Reservation of Rights. Except as expressly consented to or agreed herein,
all covenants, obligations and agreements of the Borrower contained in the Credit Agreement
shall remain in full force and effect in accordance with their terms. Without



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limitation of the foregoing, the consents and agreements set forth herein are limited
precisely to the extent set forth herein and shall not be deemed to (i) be a consent or
agreement to, or waiver or modification of, any other term or condition of the Credit
Agreement or any other documents referred to therein, or a consent to or waiver of any
future action or inaction by the Borrower, or (ii) except as expressly set forth herein,
prejudice any right or rights which the Lenders may now have or may have in the future under
or in connection with the Credit Agreement or any of the documents referred to therein.
Except as expressly modified hereby, the terms and provisions of the Credit Agreement and
any other documents or instruments executed in connection with any of the foregoing, are and
shall remain in full force and effect, and the same are hereby ratified and confirmed by the
Borrower in all respects.




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




     (l) 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, 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



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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 7(l) 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 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.



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     (m) 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.




     (n) 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.




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




     (p) 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:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	GUARANTORS:





CAIRN ENERGY USA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	THE MERIDIAN RESOURCE & EXPLORATION LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	THE MERIDIAN PRODUCTION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	THE MERIDIAN RESOURCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	FBB ANADARKO CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	TE TMR CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	SUNDANCE ACQUISITION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	LOUISIANA ONSHORE PROPERTIES LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	TMR DRILLING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	TMR EQUIPMENT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	ADMINISTRATIVE AGENT:






FORTIS CAPITAL CORP.,

as Administrative Agent, Co-Lead Arranger, Bookrunner,

Issuing Lender, and a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	THE LENDERS:






THE BANK OF NOVA SCOTIA,

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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	COMERICA BANK,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



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	 	ALLIED IRISH BANKS plc,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



13th Amendment to Forbearance Agreement [Meridian]