exv10w4






Exhibit 10.4




FORBEARANCE AND AMENDMENT AGREEMENT




     THIS FORBEARANCE AND AMENDMENT AGREEMENT (this “Agreement”) is made as of September 3, 2009,
by and among THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (“Meridian”), THE MERIDIAN
RESOURCE & EXPLORATION LLC, a Delaware limited liability company (“TMRX”), and TMR DRILLING
CORPORATION, a Texas corporation (“TMR Drilling,” and together with Meridian and TMRX, the
“Meridian Group”), and ORION DRILLING COMPANY LLC, a Texas limited liability company and successor
to Orion Drilling Company, LP (“Orion”). Each of Meridian, TMRX, TMR Drilling, and Orion may be
referred to herein individually as a “Party” and collectively as the “Parties.”



RECITALS




     WHEREAS, TMRX and Orion have entered into (a) that certain Drilling Bid Proposal and
Daywork Drilling Contract — U.S., dated as of February 12, 2007, as amended by the Triton Letter
Agreement (as hereinafter defined), relating to the Triton Rig (as so amended, the “Triton Drilling
Contract”), and (b) that certain Drilling Bid Proposal and Daywork Drilling Contract — U.S., dated
as of August 9, 2007, as amended by letter, dated September 4, 2008, and further amended by the
Taurus Letter Agreement (as hereinafter defined), relating to the Taurus Rig (as so amended, the
“Taurus Drilling Contract,” and together with the Triton Drilling Contract, the “Drilling
Contracts”), pursuant to which Orion has agreed to provide daily drilling, equipment, and labor
services to TMRX in connection with the operation of certain oil and/or natural gas wells owned by
TMRX;



     WHEREAS, TMR Drilling and Orion have entered into that certain Equipment Lease (Rig
No. 8) dated as of February 12, 2007, as amended from time to time (the “Equipment Lease”),
pursuant to which TMR Drilling leased the Triton Rig and related equipment to Orion;



     WHEREAS, Orion is successor by merger to Orion Drilling Company, LP and has succeeded
by operation of law to all of the obligations of Orion Drilling Company, LP, including, without
limitation, the obligations thereof under the Equipment Lease and each of the Drilling Contracts;



     WHEREAS, as of the date hereof, certain defaults and events of default as set forth in
Annex A to this Agreement have occurred and are continuing, or are anticipated to occur,
under the Equipment Lease and each of the Drilling Contracts (the “Existing Events of Default”);



     WHEREAS, the Meridian Group acknowledges that as a result of the occurrence and continuance of
the Existing Events of Defaults, Orion is entitled to seek immediate payment in full of any unpaid
obligations (if any) under the Equipment Lease and any unpaid obligations under each of the
Drilling Contracts and to exercise any and all of its other rights and remedies (if any) with
respect to such Existing Events of Default under the Equipment Lease and Drilling Contracts;



     WHEREAS, the Meridian Group has requested that Orion forbear from taking any present
action to collect payment in full of the obligations of the Meridian Group (if any) under the
Equipment Lease and Drilling Contracts and from exercising any of its other rights and remedies (if
any) under the Equipment Lease and Drilling Contracts or under any other agreement, document, or
instrument as a result of the Existing Events of Default or any and all other breaches, defaults,
or events of default that may hereafter occur, arise, or exist under the Equipment Lease, either of
the Drilling Contracts, or any agreement, document, or instrument executed in connection therewith,
or any amendment, supplement, or modification of any of the foregoing (collectively, the
“Designated Events of Default”), and Orion has agreed to so forbear on the terms and subject to the
conditions set forth in this Agreement;



 









 





     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, each of the Parties hereby agrees as
follows:



ARTICLE 1

DEFINITIONS




     1.1 Definitions.



          1.1.1 Certain Defined Terms. Capitalized terms defined in the preamble and the Recitals
sections of this Agreement are incorporated herein by reference and are used herein as so defined.
Other capitalized terms used and not defined in this Agreement shall have the meanings ascribed to
such terms in the Equipment Lease and Drilling Contracts, as applicable.




          1.1.2 Additional Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:





     “CIT” means The CIT Group/Equipment Financing, Inc., a Delaware corporation.




     “CIT Credit Agreement” means that certain Credit Agreement, dated May 2, 2008, among
TMR Drilling and CIT, as amended from time to time (including by the CIT Forbearance
Agreement).




     “CIT Forbearance Agreement” means that certain Forbearance and Amendment Agreement
dated September 3, 2009, by and among TMR Drilling, Meridian, TMRX, and CIT, as
administrative agent and lender under the CIT Credit Agreement.




     “CIT Maturity Date” means the date that is the earlier to occur of (a) the Maturity
Date, (b) the date on which the CIT Note is paid in full by TMR Drilling, or otherwise
satisfied and discharged in full, and (c) the expiration or termination of the CIT
Forbearance Agreement and the commencement by CIT of the exercise of its remedies as a
secured creditor.




     “CIT Note” means that certain Term Note Due May 2, 2013, dated May 2, 2008, made by TMR
Drilling to the order of CIT evidencing the indebtedness of TMR Drilling to CIT under the
CIT Credit Agreement.




     “Expiration Period” means the period of time in duration less than a full calendar
quarter in which the Forbearance Period expires or terminates, which period commences on the
day immediately following the last day of the immediately preceding full calendar quarter
and ends on either (a) the CIT Maturity Date, if the Forbearance Period ends on the CIT
Maturity Date, or (b) on the thirtieth (30th) day immediately following the
termination or expiration of the Forbearance Period, if the Forbearance Period ends on any
date other than the CIT Maturity Date.




     “Forbearance Period” means the period commencing on the date of this Agreement and
ending on the earlier to occur of (a) the date that is fifteen (15) days after the CIT
Maturity Date, (b) the commencement of any bankruptcy or insolvency proceedings filed by or
against Meridian, (c) the expiration or termination of the CIT Forbearance Agreement or the
commencement by CIT of the exercise of its remedies as a secured creditor, (d) a default by
the Meridian Group under this Agreement or the Security Agreement, (e) the failure or
failures by TMR Drilling to perform or make when due cash payments exceeding, individually
or in the aggregate, $50,000 with respect to obligations owing to any one or more of Orion
or third parties (respectively) pursuant to the express terms of the Equipment Lease and
which failure or failures remain



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uncured thirty (30) days after receipt of written notice thereof by Orion to TMR Drilling,
including, but not limited to, such failure or failures under Sections 8 or 9 of the
Equipment Lease (but excluding any failure to pay taxes when due if such taxes are being
contested in good faith pursuant to proceedings diligently conducted), and (f) the date TMR
Drilling transfers title to the Triton Rig Assets to a Person other than Orion or any
subsidiary or affiliate of TMR Drilling.




     “Lien” means a lien, deed of trust, mortgage, security interest, hypothecation, pledge,
or other encumbrance.




     “Maturity Date” shall have the meaning set forth in the CIT Credit Agreement.




     “Meridian Quarterly Obligations” means any and all sums, amounts, and obligations due
and owing by or through the Meridian Group (or any of them or any of their subsidiaries or
affiliates) to Orion (or any of its subsidiaries and affiliates) under the Equipment Lease,
either or both of the Drilling Contracts, or any agreement, document, or instrument executed
in connection therewith, for a single calendar quarter commencing with the calendar quarter
ended September 30, 2009 or for the Expiration Period (as applicable).




     “Net Quarterly Obligations” means the net amount resulting at the end of a single
calendar quarter or at the end of the Expiration Period (as applicable) upon the offset,
setoff, and application of the Meridian Quarterly Obligations, on the one hand, and the
Orion Quarterly Obligations, on the other hand, against each other.




     “Net Cumulative Balance” means the net cumulative sums, amounts, and obligations
(without duplication) due, owing, and unpaid by or through the Meridian Group (or any of
them or any of their subsidiaries or affiliates) to Orion (or any of its subsidiaries and
affiliates), on the one hand, and by or through Orion (or any of its subsidiaries and
affiliates) to the Meridian Group (or any of them or any of their subsidiaries or
affiliates), on the other hand, under the Equipment Lease, either or both of the Drilling
Contracts, or any agreement, document, or instrument executed in connection therewith,
including, but not limited to, the amounts referenced in Section 1.2.4 hereof to the extent
not paid or offset prior to the date of determination.




     “Orion Quarterly Obligations” means any and all sums, amounts, and obligations due and
owing by or through Orion (or any of its subsidiaries and affiliates) to the Meridian Group
(or any of them or any of their subsidiaries or affiliates) under the Equipment Lease,
either or both of the Drilling Contracts, or any agreement, document, or instrument executed
in connection therewith, for a single calendar quarter commencing with the calendar quarter
ended September 30, 2009 or for the Expiration Period (as applicable).




     “Other Meridian Obligations” means the aggregate amount of payments pursuant to each
such Drilling Contract and Equipment Lease that Orion would have received through the
respective terms of such Drilling Contracts (as presently in effect) through the fifteenth
(15th) day after the CIT Maturity Date but for the release contemplated in
Section 1.3.4 hereof and which are not included in such unpaid Accrued Meridian
Obligations




     “Permitted Liens” means those Liens identified in Annex B.




     “Person” means any individual, firm, association, incorporated or unincorporated
organization, partnership, business, trust, estate, joint stock company, joint venture,
club, syndicate, limited liability company, corporation, governmental authority, or other
legal entity.



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     “Put Option” means the right of TMR Drilling, exercisable at any time within fifteen
(15) days after the CIT Maturity Date at TMR Drilling’s sole discretion and election and in
full satisfaction of all unpaid Accrued Meridian Obligations as of the CIT Maturity Date, to
require Orion or its designee to acquire the Triton Rig Assets free and clear of all Liens
other than Permitted Liens.




     “Taurus Rig” means that certain land based drilling rig designated as Rig No. 5, and
identified as the Taurus rig at http://www.oriondrilling.com/rig-taurus.html, and
equipped with IDM equipment drawworks (1500 horsepower) powered by two 800 horsepower DC
traction motors, with diesel electric generators, a Canrig 350 ton AC top drive, and other
equipment as described at such website.




     “Triton Rig” means that certain land based drilling rig designated as Rig No. 8, and
identified as the Triton Rig at http://www.oriondrilling.com/rig-triton.html, and
equipped with IDM drawworks (1500 horsepower) powered by two 800 horsepower DC traction
motors, with diesel electric generators, a Canrig 350 ton AC top drive, and other equipment
as described at such website, and further identified as being that rig presently encumbered
by a security interest and Lien in favor of CIT pursuant to the CIT Credit Agreement.




     “Triton Rig Equipment” means all equipment and accessories appurtenant to, installed
on, or attached to the Triton Rig, including, without limitation, (a) the portable 350 ton
AC top drive, model 1035 AC, and all related accessories and appurtenances, including, but
not limited to, the blower system, control console, control and interface panel, hydraulic
power unit, torque guide, interface materials, control valve configuration, tool kit,
elevator position arm and wash pipe installation and removal tool, and the Triton
Rig-specific top drive and torque guide interfaces, manufactured by Canrig Drilling
Technology Ltd., (b) the hydraulic catwalk, and (c) those items of equipment listed in
Annex C hereto.




     “Triton Rig Assets” means the Triton Rig, the Triton Rig Equipment, and the additional
assets listed in Annex D hereto relating thereto.




     “Triton Letter Agreement” means that certain letter agreement, dated April 2, 2009,
between TMRX and Orion.




     “Taurus Letter Agreement” means that certain letter agreement, dated April 2, 2009,
between TMRX and Orion.



     1.2 Agreement to Forbear.



          1.2.1 Forbearance. During the Forbearance Period, in consideration of the Meridian Group’s
agreements and covenants contained in this Agreement, and subject to the other terms and conditions
of this Agreement, Orion hereby agrees to forbear from exercising, and to postpone in effect, any
and all of its rights and remedies under the Equipment Lease (except as to Meridian Group
obligations under Sections 8 or 9 thereof, other than obligations to pay taxes when due, to the
extent that such obligations are for taxes being contested in good faith by appropriate proceedings
diligently conducted), each of the Drilling Contracts, and any agreement, document, or instrument
executed in connection therewith, or any letter agreement, amendment, supplement, or modification
of any of the foregoing, arising as a result of the Designated Events of Default, other than as
provided in Sections 1.3 and 1.3.2 below. Upon the expiration or termination of
the Forbearance Period (a) such forbearance by Orion shall automatically terminate, and (b) Orion
shall be entitled to exercise, without any further notice, any and all of its rights and remedies
under this Agreement, the Equipment Lease, each of the Drilling




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Contracts, but subject to the Intercreditor Agreement and the Security Agreement. In
consideration of Orion’s agreements and covenants contained in this Agreement, the Meridian Group
hereby agrees that all statutes of limitation applicable to any and all defaults, rights, remedies,
or one or more of the provisions of the Equipment Lease, Drilling Contracts, and any agreement,
document, or instrument executed in connection therewith, or any letter agreement, amendment,
supplement, or modification thereof, shall be tolled, suspended, and shall not run for a period of
time concurrent with the Forbearance Period and the thirty (30) days immediately following the date
of expiration thereof.




          1.2.2 No Extension. The Meridian Group agrees that Orion shall have no obligation to extend
the Forbearance Period.




          1.2.3 No Waiver, Restatement, or Amendment. Notwithstanding Orion’s agreement to forbear set
forth in Section 1.2.1 above, (a) such forbearance by Orion is not intended to and shall
not constitute, and shall not be construed or interpreted to constitute, a waiver of the Designated
Events of Default, (b) this Agreement and such forbearance by Orion shall not constitute a
restatement of the obligations of the Meridian Group under the Equipment Lease or either of the
Drilling Contracts, and (c) this Agreement and such forbearance by Orion shall not constitute an
amendment or modification of any of the terms of the Equipment Lease or either of the Drilling
Contracts, except as expressly set forth herein. Except as expressly set forth herein, (i) the
terms and conditions of the Equipment Lease and each of the Drilling Contracts are and shall remain
in full force and effect, and the same are hereby ratified and confirmed in all respects by the
Meridian Group, and (ii) Orion reserves all rights, privileges, and remedies granted under this
Agreement, the Equipment Lease and each of the Drilling Contracts, and such rights, privileges, and
remedies may, at Orion’s sole election, be exercised at any time and from time to time and without
notice, except to the extent notice is required (and is not waived) under such agreements,
contracts, and instruments.




          1.2.4 Outstanding Obligations. The Meridian Group hereby acknowledges that (a) as of July 31,
2009, the accrued and unpaid obligations of TMR Drilling under the Equipment Lease are equal to
zero, (b) as of July 31, 2009, the accrued, past due, and unpaid obligations of TMRX under the
Triton Drilling Contract are equal to $195,450.89, after giving effect to any offset and setoff
agreements pertaining thereto; (c) as of July 31, 2009, the accrued, past due, and unpaid
obligations of TMRX under the Taurus Drilling Contract are equal to $1,830,546.97, after giving
effect to any offset and setoff agreements pertaining thereto; and (d) the payment of such amounts
is not subject to any defense, counterclaim, recoupment, or offset of any kind, except as otherwise
provided in this Agreement (including Section 1.3 below), provided, that such
amounts shall be subject to confirmation and proposals for revision (based on audit or other review
of the applicable drilling contract) by the Meridian Group on or before the earlier of December 31,
2010 and the CIT Maturity Date, and Orion hereby agrees that the Meridian Group and their
representatives and affiliates shall be entitled, upon forty eight (48) hours notice and during
normal business hours, to full access (i) to review and make copies of the books and records and
other reports of Orion and its affiliates related to such amounts and (ii) to speak with the
employees of Orion about any and all matters pertaining thereto, provided, further,
that such access shall be conducted in a manner that does not materially interfere with the normal
business operations of Orion and its affiliates. The Parties agree that except for the amounts set
forth above, as of the dates set forth above there are no other or additional unpaid sums, amounts,
or obligations outstanding under the Equipment Lease, either of the Drilling Contracts, or any
agreement, document, or instrument executed in connection therewith, or any letter agreement,
amendment, supplement, or modification of any of the foregoing, and that from and after such dates
additional obligations have and will continue to accrue and be owing (subject to deferred payment
in accordance with Section 1.3 below) under and pursuant to the terms of such agreements.




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     1.3 Additional Agreements of the Parties.



          1.3.1 Offset and Accrual of Amounts Due. The Parties hereby agree that, during the
Forbearance Period and notwithstanding any provision to the contrary in the Equipment Lease or
either of the Drilling Contracts or any other agreement, document, or instrument by or among any of
the Parties (which shall be deemed amended hereby as applicable), at the end of each full calendar
quarter commencing with the calendar quarter ended September 30, 2009 and at the end of the
Expiration Period (as applicable), the Meridian Quarterly Obligations and the Orion Quarterly
Obligations shall be offset, setoff, and applied against each other, and such amounts shall be
discharged to the extent of such offset, setoff, and application. For the avoidance of doubt, the
Parties acknowledge and agree that (i) the Net Cumulative Balance is to be redetermined each
calendar quarter, and (ii) for purposes of the initial calculation of the Net Cumulative Balance as
of September 30, 2009, such calculation shall be effected by first determining the sum of (A) the
accrued and unpaid obligations of each member of the Meridian Group under the Triton Drilling
Contract and the Taurus Drilling Contract as of July 31, 2009, using the amounts as set forth in
Section 1.2.4, plus (B) the accrued and unpaid obligations of each member of the Meridian Group
under the Drilling Contracts and the Equipment Lease for the two month period ended September 30,
2009, and then netting, offsetting and applying such sum against the accrued and unpaid obligations
of Orion under the Drilling Contracts and the Equipment Lease for the two-month period ending
September 30, 2009. After September 30, 2009, the Net Quarterly Obligations for such calendar
quarter or Expiration Period (as applicable) shall be offset, setoff, and applied against (without
duplication) the Net Cumulative Balance existing as of the end of the immediately preceding
calendar quarter, and such Net Cumulative Balance shall be discharged to the extent of such offset,
setoff, and application, with the resulting Net Cumulative Balance for such calendar quarter being
carried over for offset, setoff, and application at the end of the immediately subsequent full
calendar quarter(s) or Expiration Period (as applicable and to the extent thereof). Such offsets,
setoffs, and applications shall be effected (without duplication) within thirty (30) days after the
end of each such full calendar quarter and Expiration Period (as applicable). If at the end of
each such full calendar quarter and Expiration Period (as applicable) there is a Net Cumulative
Balance owing by the Meridian Group (or any of them or any of their subsidiaries or affiliates) to
Orion (or any of its subsidiaries and affiliates), such Net Cumulative Balance shall be accrued on
the books and records of the Parties but shall not be payable until fifteen days after the CIT
Maturity Date (collectively, the “Accrued Meridian Obligations”). If at the end of each such
calendar quarter and Expiration Period (as applicable) there is a Net Cumulative Balance owing by
Orion (or any of its subsidiaries and affiliates) to the Meridian Group (or any of them or any of
their subsidiaries or affiliates), such Net Cumulative Balance shall be accrued on the books and
records of the Parties but shall not be payable until fifteen days after the CIT Maturity Date
(collectively, the “Accrued Orion Obligations”). Within thirty (30) days of the end of each such
full calendar quarter and Expiration Period (as applicable), Orion agrees to provide to the
Meridian Group (a) a true and accurate accounting of the Net Cumulative Balance as of the end of
such period and all of the obligations accrued and offset hereunder during such period, (b) any and
all calculations and methodologies or other information related to such Net Cumulative balance and
accruals and offsets, and (c) any and all additional information pertaining thereto as the Meridian
Group (or any of them or their representatives or affiliates) may reasonably request. Orion agrees
that the Meridian Group and their representatives and affiliates shall be entitled, upon forty
eight (48) hours notice and during normal business hours, to full access (i) to review and make
copies of the books and records and other reports of Orion and its affiliates related to such
accruals and offsets and (ii) to speak with the employees of Orion about any and all matters
pertaining thereto; provided, that such access shall be conducted in a manner that does not
materially interfere with the normal business operations of Orion and its affiliates.




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          1.3.2 Triton Rig Lien. As security for the payment in full of any unpaid Accrued Meridian
Obligations (as the same exist from time to time and be accrued pursuant to Section 1.3
above) by the Meridian Group, the Meridian Group hereby grants to Orion a security interest in the
Triton Rig Assets, which security interest is granted on the terms and subject to the conditions
set forth in the Security Agreement and Intercreditor Agreement and is junior and subordinated in
all respects to any and all rights, claims, and Liens of CIT and its affiliates in and to the
Triton Rig Assets; and provided, further, that Orion shall not exercise any of its
remedies under the applicable Uniform Commercial Code, or at common law, with respect to any
collateral (or proceeds thereof) for such security interest as and to the extent provided in the
Intercreditor Agreement (and CIT shall be a third party intended beneficiary of the foregoing
subordination provisions). The Meridian Group hereby authorizes Orion at any time and from time to
time to file in any applicable Uniform Commercial Code jurisdiction any initial financing statement
and amendments thereto that indicate the security interest granted hereunder to Orion in the Triton
Rig Assets.




          1.3.3 Settlement of Accrued Meridian Obligations.




               (a) Election. If on the CIT Maturity Date there is a positive unpaid Net Cumulative
Balance owing by the Meridian Group (or any of them or any of their subsidiaries or affiliates) to
Orion (or any of its subsidiaries or affiliates) and Other Meridian Obligations, then within
fifteen (15) days after the CIT Maturity Date, the Meridian Group shall satisfy in full such unpaid
Net Cumulative Balance and Other Meridian Obligations by electing, in the Meridian Group’s sole
discretion, to either (i) make a cash payment to Orion in an amount equal to such unpaid Net
Cumulative Balance and Other Meridian Obligations as of the CIT Maturity Date (the “Meridian Cash
Payment”), or (ii) except as otherwise provided in the other provisions of this Section
1.3.3, exercise the Put Option and consummate Orion’s acquisition of the Triton Rig Assets
contemplated thereby. In the event that on the CIT Maturity Date neither TMR Drilling nor one of
its affiliates has title to the Triton Rig Assets for any reason other than the destruction or
damage to the Triton Rig Assets as described in Section 1.3.3(c) below, the Meridian Group
must satisfy such unpaid Accrued Meridian Obligations by making the Meridian Cash Payment described
in clause (i) above and the Put Option shall be null and void. Further, in the event of
any of the following occurs, the Meridian Group must satisfy such unpaid Net Cumulative Balance and
Other Meridian Obligations by making the Meridian Cash Payment described in clause (i)
above and the Put Option shall be null and void: (1) the Forbearance Period has expired due to the
occurrence of an event described in clause (c) or (e) of the definition of
“Forbearance Agreement” in Section 1.1.2 hereof, (2) the Triton Rig and Triton Rig
Equipment are damaged due to a casualty and (A) such damage is not repaired, restored, or rebuilt
to the same market value and functionality thereof immediately prior to such casualty, or (B) the
reasonable amount of cash necessary (as determined by mutual agreement of the Parties) to make such
all repairs, restoration or rebuilding is not paid to Orion on the Option Settlement Date (defined
below) at the time of conveyance of the Triton Rig Assets effected pursuant to the exercise of the
Put Option, or (3) the Triton Rig and Triton Rig Equipment are not maintained as required under
Section 5 of the Security Agreement.



               (b) Meridian Cash Payment. In the event the Meridian Parties elect to make a Meridian
Cash Payment to Orion pursuant to clause 1.3.3(a)(i) above, such payment shall be made
within ten (10) days of such election by wire transfer of immediately available funds to an account
designated in writing by Orion. Orion (for itself an on behalf of its subsidiaries and affiliates)
hereby agrees that any and all unpaid Accrued Meridian Obligations as of the CIT Maturity Date
shall be deemed to be satisfied and discharged in full upon the consummation of the Meridian Cash
Payment, without any other action by any Party.



               (c) Put Option. Subject to Section 1.3.3(a) above, the Put Option may be
exercised by the Meridian Group at any time within fifteen (15) days after the CIT Maturity Date by



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delivery of a put option notice (a “Put Option Notice”) to Orion or its designee stating the
date on which the transfer of title to the Triton Rig Assets shall occur, which date shall in no
event be more than ten (10) days after the date of such Put Option Notice (the “Option Settlement
Date”). Upon receipt of a Put Option Notice, Orion or its designee hereby unconditionally and
irrevocably agrees to accept and acquire from TMR Drilling, and TMR Drilling unconditionally and
irrevocably agrees to transfer to Orion or its designee, good and complete or indefeasible title to
the Triton Rig Assets free and clear of all Liens other than Permitted Liens, in each case on the
Option Settlement Date, such transfer to be effected by delivery by the TMR Drilling to Orion of a
Bill of Sale substantially in the form of Exhibit C hereto. To the extent the Triton Rig
Assets have been in the possession, use, operation, or control of Orion or any of its affiliates,
lessees, licensees, or subsidiaries at all times from the date hereof through and including the
Option Settlement Date, the transfer of the Triton Rig Assets shall otherwise be “AS IS WHERE IS”
with no representation or warranty as to the condition of the Triton Rig Assets, and all
warranties, express or implied, as to the condition of such assets, merchantability, or fitness for
their intended purpose, are hereby expressly disclaimed and excluded. To the extent the Triton Rig
Assets are not in the possession, use, operation, or control of Orion or any of its affiliates,
lessees, licensees, or subsidiaries as of the CIT Maturity Date, the Triton Rig Assets shall be
transferred to Orion in a condition substantially similar to the condition of the Triton Rig Assets
at the time such assets ceased to be in the possession, use, operation, or control of Orion or any
of its affiliates, lessees, licensees, or subsidiaries, reasonable wear and tear excepted (the
“Asset Put Condition”). Orion and TMR Drilling shall jointly (and if the Parties are unable to
agree, then independently) establish and document the condition of the Triton Rig Assets
immediately prior to the time when the Triton Rig Assets are removed from Orion’s possession, using
a joint inspection process, outside inspectors, or such other means as each Party may reasonably
require (and at their own respective costs for any inspectors or advisors hired by each such
Party). Prior to acceptance of the Triton Rig by Orion in connection with the exercise of the Put
Option, Orion shall be entitled to order (at its sole cost) an inspection by an independent third
party acceptable to the Meridian Group and Orion to confirm that the condition of such assets
satisfies the Asset Put Condition. Any such inspection shall be completed within ten (10) days of
the date of the Put Option Notice and shall be binding upon the parties. Upon confirmation by such
inspection that the condition of the Triton Rig Assets meets the Asset Put Condition, Orion agrees
that the transfer of the Triton Rig Assets shall be pursuant to a Bill of Sale substantially in the
form of Exhibit C hereto and “AS IS WHERE IS” with no representation or warranty as to the
condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of
such assets, merchantability, or fitness for their intended purpose, are hereby expressly
disclaimed and excluded. If such inspection confirms that the Triton Rig Assets do not meet the
Asset Put Condition, then the Meridian Group shall satisfy the unpaid Net Cumulative Balance and
Other Meridian Obligations by making the Meridian Cash Payment described in Section 1.3.3(a)(i)
above.


The Parties agree that if at any time prior to the Option Settlement Date, the Triton Rig Assets
(or any portion thereof) suffer a casualty and as a result thereof are destroyed, irreparably
damaged, or uneconomical to repair, the Meridian Group shall be entitled to satisfy their delivery
obligation under the Put Option by remitting to Orion (in lieu of the Triton Rig Assets) a cash
payment equal to the fair market value, as of the date immediately preceding such casualty, of the
Triton Rig Assets subject to such casualty. At least ten (10) days immediately preceding the
Option Settlement Date, the Meridian Group shall provide its calculation of such fair market value
(the “Meridian Value Notice”). If Orion disagrees with such fair market value calculation of the
Meridian Group, Orion shall notify the Meridian Group of such disagreement (the “Orion Disagreement
Notice”) within ten (10) days of Orion’s receipt of the Meridian Value Notice, and within five (5)
days of the Orion Disagreement Notice each party shall appoint an independent appraiser that is a
member of the American Society of Appraisers and is qualified in the appraisal of rigs of a type
similar to the Triton Rig as evidenced by a current designation in such regard from the American
Society of Appraisers. Such appraisers shall have ten (10) days to submit an appraisal of the
Triton Rig to the parties, which appraisal shall be consistent with the principles of the




Forbearance and Amendment Agreement (Orion)

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Uniform Standards of Appraisal Practice and the parties shall negotiate in good faith for no longer
than ten (10) days thereafter to resolve the disputed matter with a final calculation of such fair
market value. If the parties are unable to reach a resolution based on the reports of such
appraisers, then within ten days (10) of the expiration of such negotiation period, the parties
shall appoint a mutually agreeable independent arbitrator and promptly submit to such arbitrator
and each other each of their last, best offers with respect to such fair market value calculation.
The arbitrator shall be limited to awarding only one or the other of the two offers so submitted,
which award shall be made within ten (10) days after appointment of such arbitrator. Orion (for
itself an on behalf of its subsidiaries and affiliates) hereby agrees that any and all unpaid
Accrued Meridian Obligations as of the date of consummation of the Put Option shall be deemed to be
satisfied and discharged in full upon the consummation of the Put Option, without any other action
by any Party.




               (d) Settlement of Accrued Orion Obligations. If on the CIT Maturity Date the positive balance
of unpaid Accrued Orion Obligations exceeds the Other Meridian Obligations, then within fifteen
(15) days after the CIT Maturity Date, Orion shall satisfy in full such excess by making a cash
payment to the Meridian Group in an amount equal to such excess (the “Orion Cash Payment”), which
payment shall be made by wire transfer of immediately available funds to an account designated in
writing by the Meridian Group. Orion (for itself an on behalf of its subsidiaries and affiliates)
hereby agrees that any and all unpaid Accrued Meridian Obligations as of the CIT Maturity Date
shall be deemed to be satisfied and discharged in full upon the consummation of the Orion Cash
Payment, without any other action by any Party.



          1.3.4 Release of Obligations and Termination of Contracts.




               (a) Release of Obligations and Termination of Contracts. Upon and in connection with
the consummation of any Release Event (i) Orion hereby agrees to release, and shall be deemed to
have released without any other action by any Party, the Meridian Group, each of them, and their
subsidiaries and affiliates from any and all Accrued Meridian Obligations and any other then
existing or future duties, agreements, commitments, covenants, terms, liabilities, claims, demands,
causes of action, and obligations under or with respect to the Equipment Lease, each of the
Drilling Contracts, and any agreement, document, or instrument executed in connection therewith, or
any letter agreement, amendment, supplement, or modification of any of the foregoing, (ii) the
Meridian Group agrees to release, and shall be deemed to have released upon consummation of the Put
Option, Orion from any and all Accrued Orion Obligations and any other then existing or future
duties, agreements, commitments, covenants, terms, liabilities, claims, demands, causes of action,
and obligations under or with respect to the Equipment Lease, each of the Drilling Contracts, and
(iii) the Parties hereby agree that the Equipment Lease, each of the Drilling Contracts, and any
agreement, document, or instrument executed in connection therewith, or any letter agreement,
amendment, supplement, or modification of any of the foregoing shall be extinguished, terminated,
and discharged and of no further force or effect effective immediately as of the date thereof.
For purposes of this Agreement, “Release Event” means the occurrence of any one of the following:
(i) the payment in full of the Meridian Cash Payment; (ii) the closing of the transaction to be
consummated pursuant to the exercise of the Put Option; (iii) the closing of the transaction to be
consummated pursuant to the exercise of the Option (as defined in Section 15.5(c) of the Equipment
Lease) along with the cash repayment by the Meridian Group to Orion as contemplated in Section
1.3.4(c) hereof; or (iv) the Orion Cash Payment. Notwithstanding the preceding provisions of this
Section 1.3.4(a), in the event an applicable Release Event is subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required, by a court of competent jurisdiction, to
be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law,
common law, or equitable cause, then the releases made in accordance with this Section 1.3.4(a)
shall be null and void ab initio.



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               (b) Documents. Upon and in connection with the consummation of any of the Meridian
Cash Payment, the Put Option, or the Orion Cash Payment, the Parties hereby agree to execute and
deliver any and all additional documents, instruments, and agreements of sale, transfer,
conveyance, assignment, confirmation, release, or otherwise as may be necessary or desirable to
effect the transactions contemplated thereby, including a Release and Termination of Equipment
Lease substantially in the form of Exhibit A hereto, a Release and Termination of Drilling
Contracts substantially in the Form of Exhibit B hereto, and, in the case of the exercise
of the Put Option, a Bill of Sale substantially in the form of Exhibit C hereto.



               (c) Repayment to Orion for Rig Purchase Price. In the event the transaction to be
consummated pursuant to Orion’s exercise of the Option (as defined in Section 15.5(c) of the
Equipment Lease) closes (the “Consummated Transaction”), then the Meridian Group shall have the
right to pay Orion, within 180 days of such closing, an amount equal to the purchase price for the
Triton Rig Assets at such closing, and in consideration for such payment timely made, the Parties
shall deliver the releases contemplated in Section 1.3.4(a) hereof; provided, however, in the event
the Consummated Transaction is subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required, by a court of competent jurisdiction, to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law, common law, or
equitable cause, then the releases made in accordance with Section 1.3.4(a) and this Section
1.3.4(c) shall be null and void ab initio.



          1.3.5 CIT Debt. From and after the date hereof, TMR Drilling and any other borrowers party to
the CIT Credit Agreement shall remain as primary obligors thereunder and shall continue to timely
and fully pay all amounts owing thereby under the CIT Credit Agreement.




          1.3.6 Triton Drilling Contract. The Parties hereby agree, ratify, and confirm that effective
as of May 17, 2009, Section 4 of the Triton Drilling Contract was amended such that each reference
therein to “**$25,000.00” was deleted and replaced with “**$20,000.00.”




          1.3.7 [Intentionally omitted]




          1.3.8 Notice of Location. Within ten (10) day of any move or change in location of the Triton
Rig Assets or at such other times as Meridian may request, Orion agrees to provide Meridian with a
written notice describing in reasonable detail the location or site to which such Triton Rig Assets
are being moved (including, without limitation, the state, city, and county of any such site) and
the full legal names, physical addresses, email addresses, and phone numbers of all owners of such
location or site.




ARTICLE 2

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES.




     2.1 Ratification of Contracts. The Parties hereby agree that, except as expressly modified,
postponed in effect and superseded by Article 1 and any other provisions of this Agreement,
the terms and provisions of the Equipment Lease and each of the Drilling Contracts shall remain in
full force and effect, including Section 8.1 of the Equipment Lease, and shall continue to be
legal, valid, binding, and enforceable against the Parties thereto in accordance with their
respective terms.



     2.2 General Representations and Warranties. Each of Meridian, TMRX, and TMR Drilling hereby
represent and warrant to Orion that (a) the execution, delivery, and performance of this Agreement
has been duly authorized by all requisite corporate action on the part of each of them and will not
violate the constituent organizational documents of any of them, contravene or violate any
contractual restriction, any law, rule, regulation, or court or administrative decree or order
binding on or affecting any of them, or result in, or require the creation or imposition of any
Lien on any of the their respective



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properties; (b) this Agreement has been duly executed and delivered by each of them and is the
legal, valid and binding obligation of each of them, enforceable in accordance with its terms; (c)
subject to the existence of the Designated Events of Default, the representations and warranties
contained in the Equipment Lease and each of the Drilling Contracts are true and correct in all
material respects on and as of the date hereof as though made on and as of such date; (d) except
for the Designated Events of Default, no default or event of default (however denominated) under
the Equipment Lease or the Drilling Contracts has occurred and is continuing as of the date hereof;
(e) except for the Designated Events of Default, the Meridian Group is in compliance in all
material respects with all covenants and agreements contained in the Equipment Lease and Drilling
Contracts, as applicable; (f) absent the effectiveness of this Agreement, Orion is entitled to
exercise immediately its rights and remedies under the Equipment Lease and Drilling Contracts; (g)
Meridian owns, directly or indirectly, all of the equity interests issued by TMRX and TMR Drilling;
and (h) the Security Agreement, when duly executed and delivered by the “debtor” thereunder to the
“secured party” thereunder, will a valid, binding obligation of TMR Drilling, enforceable against
TMR Drilling under Texas law in accordance with its terms, subject only to bankruptcy, insolvency,
and similar laws.




ARTICLE 3

CONDITIONS




     The effectiveness of this Agreement is conditioned upon the occurrence or the execution and
delivery, prior to or concurrently herewith, of each of the following:



     3.1 A prepayment to CIT in an amount equal to One Million and No/Dollars ($1,000,000) by TMR
Drilling and any other borrowers party to the CIT Credit Agreement on the principal amount
outstanding under the CIT Credit Agreement as of the date hereof, which prepayment shall not be
subject to any breakage costs, penalty fees, or similar charges under the CIT Credit Agreement or
otherwise;



     3.2 A Second Amendment to Equipment Lease, in form and substance mutually agreed by the
Parties, duly executed by each of TMR Drilling and Orion;



     3.3 A Security Agreement, substantially in the form attached hereto as Exhibit D (the
“Security Agreement”), duly executed by each of TMR Drilling as “debtor” and Orion as “secured
party”;



     3.4 A subordination and intercreditor agreement, in form and substance mutually agreed by the
Parties and CIT (the “Intercreditor Agreement”), duly executed by each of Orion and CIT;



     3.5 The CIT Forbearance Agreement, duly executed by each of TMR Drilling, TMRX, Meridian, and
CIT, in which CIT agrees to forbear from exercising any and all of its rights and remedies under
the CIT Credit Agreement with respect to certain defaults and events of default thereunder for a
period of ninety (90) days from the date thereof; and



     3.6 Copies of the resolutions of the boards of directors (or equivalent governing body) of
each of the Parties authorizing the execution and delivery thereby of this Agreement and the other
agreements contemplated hereby, and the performance of the transactions contemplated hereby and
thereby, certified by the Secretary or Assistant Secretary of such Party.



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ARTICLE 4

MISCELLANEOUS PROVISIONS




     4.1 Survival of Representations and Warranties. All representations and warranties made in
the Equipment Lease and each of the Drilling Contracts shall survive the execution and delivery of
this Agreement, and no investigation by Orion or any closing shall affect such representations and
warranties or the right of Orion to rely upon them.



     4.2 Limitation on Relationship between Parties. The relationship of Orion, on the one hand,
and the Meridian Group, on the other hand, has been and shall continue to be, at all times, that of
creditor and debtor. Nothing contained in this Agreement, any instrument, document or agreement
delivered in connection therewith or in the Equipment Lease or Drilling Contracts shall be deemed
or construed to create a fiduciary relationship, joint venture, or partnership between the Parties.



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



     4.4 Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns, and no
other Person (other than CIT as set forth in Section 1.3.2) shall have any right, benefit,
or interest under or because of the existence of this Agreement.



     4.5 Amendments; Interpretation. No amendment or modification of any provision of this
Agreement shall be effective without the written agreement of each of the Parties, and no waiver of
any provision of this Agreement or consent to any departure by any Party therefrom, shall in any
event be effective without the written concurrence of the other Parties hereto. Any waiver or
consent shall be effective only in the specific instance and for the specific purpose for which it
was given.



     4.6 Counterparts. This Agreement may be executed by one or more of the Parties 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 facsimile or other electronic transmission shall be considered as original executed
counterparts. Each Party 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.



     4.7 Headings. The headings, captions, and arrangements used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.



     4.8 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and
delivered, such other and further documents and instruments as the other Party may reasonably
request and to take, or cause to be taken, such further or other actions as may be reasonably
necessary, from time to time, to implement the provisions of this Agreement and to perfect and
protect the Liens contemplated hereby.



     4.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.



     4.10 Submission to Jurisdiction. All disputes among any of the Meridian Group and Orion or
any of their respective affiliates or representatives arising out of, connected with, related to,
or



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incidental to the relationship established between them in this Agreement, whether arising in
contract, tort, equity, or otherwise, shall be resolved only by the courts of the State of Texas,
the federal courts sitting in the Southern District of Texas, and appellate court from any thereof.
The Meridian Group and Orion (for themselves and on behalf of any of their respective affiliates
or representatives) waive 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.




     4.11 FINAL AGREEMENT. THIS AGREEMENT, THE SECURITY AGREEMENT, THE EQUIPMENT LEASE, AND THE
DRILLING CONTRACTS REPRESENT THE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED AND SUPERSEDE ALL PRIOR
UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR BETWEEN THE PARTIES, WRITTEN OR ORAL, TO THE
EXTENT THEY RELATE IN ANY WAY TO THE SUBJECT MATTER HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREIN.
NEITHER THIS AGREEMENT, THE SECURITY AGREEMENT, THE EQUIPMENT LEASE, NOR THE DRILLING CONTRACTS
MAY 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 AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN
AGREEMENT SIGNED BY EACH OF THE PARTIES.



     4.12 Notices. All notices and other communications required or authorized hereunder shall be
in writing and shall be delivered to the address of the applicable Party shown on the signature
page hereof.



     4.13 Interpretation. Unless expressly provided for elsewhere in this Agreement, this Agreement
shall be interpreted in accordance with the following provisions: (a) all references herein to
Articles, Sections, Clauses, Exhibits, and Annexes are to Articles, Sections, Clauses, Exhibits,
and Annexes attached to and forming part of this Agreement; (b) a defined term has its defined
meaning throughout this Agreement and each Annex or Exhibit to this Agreement, regardless of
whether it appears before or after the place where it is defined; (c) in the event of any conflict
between the main body of this Agreement and the Annexes and Exhibits hereto, the provisions of the
main body of this Agreement shall prevail; (d) except where specifically stated otherwise, any
reference to any statute, regulation, rule, or agreement shall be a reference to the same as
amended, supplemented, or re-enacted from time to time; (e) whenever the words “include,”
“including,” or “includes” appear in this Agreement, they shall be read as if followed by the words
“without limitation” or words having similar import; (f) whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter
forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(g) a reference to any agreement or document (including a reference to this Agreement) is to the
agreement or document as amended, varied, supplemented, novated, or replaced, except to the extent
prohibited by this Agreement or that other agreement or document; (h) a reference to a statute,
regulation or law shall include any amendment thereof or any successor thereto and any rules and
regulations promulgated thereunder; (i) the word “or” will have the inclusive meaning represented
by the phrase “and/or”; (j) “shall” and “will” have equal force and effect; (k) all references to
“day” or “days” shall mean calendar days unless specified as a “business day”; (l) time periods
within or following which any payment is to be made or act is to be done shall be calculated by
excluding the day on which the time period commences and including the day on which the time period
ends and by extending the period to the next business day following if the last day of the time
period is not a business day.



[Signature Page Follows]




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



	 	 	 	 	 
	 	MERIDIAN GROUP:



THE MERIDIAN RESOURCE CORPORATION

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

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

 	 
	 	By:  	/s/
Steven G. Ives 	 
	 	 	Steven G. Ives 	 
	 	 	Vice President 	 
	 
	 	ADDRESS FOR NOTICES TO THE MERIDIAN GROUP:



1401 Enclave Parkway

Suite 300

Houston, Texas 77077

Tel: (281) 597-7003

Fax: (281) 597-7216

Attn: Steven G. Ives

 	 



Forbearance and Amendment Agreement (Orion)

Signature Page




 









 








	 	 	 	 	 
	 	ORION DRILLING COMPANY LLC

 	 
	 	By:  	/s/
Wayne Squires 	 
	 	 	Wayne Squires 	 
	 	 	President 	 
	 
	 	ADDRESS FOR NOTICES TO ORION:



674 Flato Road

Corpus Christi, Texas 78405

Tel: (361) 299-9800

Fax: (361) 299-1388

Attn: Wayne Squires

 	 



Forbearance and Amendment Agreement (Orion)

Signature Page






 









 








ANNEX A

EXISTING EVENTS OF DEFAULT



1. Any and all breaches, defaults, or events of default resulting from any act or omission by, any
misstatement of, the breach of any representation or warranty of, or the breach of or failure to
perform any covenant or agreement of, any of Meridian, TMRX, TMR Drilling, or any subsidiary or
affiliate of any of them under the Equipment Lease, whether now existing or hereafter occurring or
arising, or any document or agreement executed in connection therewith.



2. Any and all breaches, defaults, or events of default resulting from any act or omission by, any
misstatement of, the breach of any representation or warranty of, the breach of or failure to
perform any covenant or agreement of, any of Meridian, TMRX, TMR Drilling, or any subsidiary or
affiliate of any of them under the Triton Drilling Contract or the Taurus Drilling Contract,
whether now existing or hereafter occurring or arising, or any document or agreement executed in
connection therewith.



3. The failure by Meridian, TMRX, TMR Drilling, or any subsidiary or affiliate of any of them to
provide timely notice of any of the foregoing to Orion.




Forbearance and Amendment Agreement (Orion)

Annex A





 









 








ANNEX B

PERMITTED LIENS



1. All Liens in favor of Orion or any subsidiary or affiliate thereof arising under, created by, or
contemplated in the Equipment Lease, Triton Drilling Contract, Taurus Drilling Contract, or any
other agreement, contract, document, or certificate that creates or purports to create a Lien in
favor of Orion or any subsidiary or affiliate thereof.



2. Any and all statutory liens, claims, or other rights, including mechanic’s and materialmen’s
liens and tax liens, arising as a result of or in connection with the use, operation, or possession
of any of the Triton Rig Assets by Orion or any of its affiliates.



3. Any other Liens that are immaterial in character, amount and extent and that do not materially
detract from the value or materially interfere with the present or proposed use of the Triton Rig
Assets.




Forbearance and Amendment Agreement (Orion)

Annex B






 









 








ANNEX C

TRITON RIG EQUIPMENT



1. See attached schedule of equipment.




Forbearance and Amendment Agreement (Orion)

Annex C






 









 








ANNEX D

TRITON RIG ASSETS



1. To the extent transferrable, any and all permits of every kind under which TMR Drilling has or
may acquire benefits or rights or by which TMR Drilling or the Triton Rig or Triton Rig Equipment
may be subject or bound and that relate to or are used in the operation thereof;



2. To the extent transferrable, all warranties, reimbursements, and indemnities from the various
manufacturers of the component parts of the Triton Rig and the Triton Rig Equipment relating to the
condition thereof from and after the date of this Agreement;



3. All of TMR Drilling’s right, title, and interest in, to and under all purchase agreements
pertaining to the Triton Rig and Triton Rig Equipment, including (a) all claims for damages in
respect of the Triton Rig and the Triton Rig Equipment arising under any purchase agreements to
which TMR Drilling is a party, including all warranty and indemnity provisions contained in such
purchase agreements, (b) all rights to demand, accept, and retain all rights in and all property,
data, and service which Orion is obligated to provide or does provide pursuant to any such purchase
agreements to which TMR Drilling is a party in respect of the Triton Rig and the Triton Rig
Equipment, (c) any and all other rights of the “purchaser” that survive “delivery” of the Triton
Rig and the Triton Rig Equipment, and (d) all claims in respect of the top drive motor that is part
of the Triton Rig Equipment arising under the sales terms and conditions in any purchase agreement
pertaining thereto to which TMR Drilling is a party, including all warranty and indemnity
provisions contained in the purchase agreement executed by TMR Drilling in connection with the
purchase thereby of the Triton Rig and the Triton Rig Equipment; and



4. All instruction, maintenance, and repair manuals relating to the Triton Rig and the Triton Rig
Equipment.




Forbearance and Amendment Agreement (Orion)

Annex D