exv10w2






Exhibit 10.2




Execution Version

(revised)




FORBEARANCE AGREEMENT




     THIS FORBEARANCE AGREEMENT (this “Agreement”) is made as of September 3, 2009, by and
among FORTIS CAPITAL CORP., a Connecticut corporation (“FCC”), FORTIS ENERGY MARKETING &
TRADING GP, a Delaware general partnership (formerly known as Fortis Energy LLC, a Delaware limited
liability company, “FEMT”), THE MERIDIAN RESOURCE CORPORATION, a Texas corporation
(“Meridian”), and the undersigned Guarantors (the “Guarantors”).



RECITALS:




     WHEREAS, Meridian and FEMT have entered into (i) that certain ISDA 2002 Master Agreement, (ii)
that certain Schedule to the ISDA Master Agreement, and (iii) that certain ISDA Credit Support
Annex to the Schedule to the 2002 ISDA Master Agreement, each dated as of October 28, 2004
(together with all Confirmations (as defined therein), annexes, schedules, and exhibits thereto, as
amended, restated, supplemented, extended, or otherwise modified from time to time, collectively,
the “Master Agreement”);



     WHEREAS, as of the date hereof certain Events of Default (as defined in the Credit Agreement,
defined below) set forth in Appendix I to the Bank Group Forbearance Agreement (as defined below)
(the “Credit Agreement Events of Default”) have occurred and are continuing, or are
anticipated to occur, under that certain Amended and Restated Credit Agreement dated as of December
23, 2004, by and among Meridian, as borrower, FCC, as administrative agent, and the lenders party
thereto, as amended by that certain First Amendment to Credit Agreement dated as of February 25,
2008, and further amended by that certain Second Amendment to Credit Agreement dated as of December
19, 2008 (as so amended, the “Credit Agreement”);



     WHEREAS, Meridian and each Guarantor acknowledges and agrees that, certain Events of Default
under the Master Agreement set forth in Schedule I hereto (the “Designated Events of
Default”) have occurred as a result of the Credit Agreement Events of Default and FEMT is
entitled to designate an Early Termination Date (as defined in the Master Agreement) and to
terminate and close out transactions under the Master Agreement, and seek immediate payment in full
of the obligations (if any) of Meridian thereunder, and to exercise any other rights and remedies
it may have under the Master Agreement; and



     WHEREAS, Meridian has requested that FEMT forbear from terminating and closing out
transactions under the Master Agreement, from taking any present action to collect payment in full
of the obligations (if any) of Meridian thereunder, and from exercising any other of its rights and
remedies under the Master Agreement as a result of the Designated Events of Default, and FEMT has
agreed to so forbear under the terms and 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 Meridian, the Guarantors, FCC, and
FEMT agree as follows:



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     1. Definitions.




     (a) Certain Capitalized Terms. Capitalized terms defined in the Recitals
section of this Agreement are incorporated herein by this reference and are used herein as
so defined. Capitalized terms used and not defined in this Agreement (including in the
Recitals section of this Agreement) shall have the meanings assigned to such terms in the
Credit Agreement.




     (b) Additional Definitions. As used herein, the following terms shall have the
respective meanings given to them below:




     “Bank Group Forbearance Agreement” means that certain Forbearance and
Amendment Agreement dated September 3, 2009, by and among Meridian, the Guarantors
party thereto, the Lenders party thereto, and FCC, as administrative agent for such
Lenders.




     “Designated Events of Default” has the meaning first set forth above.




     “Event of Default” has the meaning assigned to it in the Master
Agreement.




     “Guarantee” has the meaning assigned to it in Section 4(c) of this
Agreement.




     “Hedge Forbearance Default” means each of the occurrences set forth in
Section 6 of this Agreement.




     “Hedge Forbearance Period” has the meaning assigned to it in
Section 2(a) of this Agreement.




     “Potential Event of Default” has the meaning assigned to it in the
Master Agreement.




     “Released Parties” has the meaning assigned to it in Section
7(k) of this Agreement.



     2. Agreement to Forbear.




     (a) Forbearance. During the period (the “Hedge Forbearance Period”)
commencing on the Effective Date (as defined below) and ending on the earlier to occur of:
(i) 5:00 p.m. (Central Time) on the earlier to occur of (x) the date which is 91 days
immediately after the consummation of the Orion Transaction (as such term is defined in the
Bank Group Forbearance Agreement), or (y) November 30, 2009, subject to Section 2(b)
hereof; or (ii) the date that any Hedge Forbearance Default occurs, and subject to the other
terms and conditions of this Agreement, FEMT hereby agrees that it will forbear from
exercising any and all of its rights or remedies under the Master Agreement arising as a
result of a Designated Event of Default, in consideration of Meridian’s and each Guarantor’s
agreements, covenants, releases, and waivers contained in this Agreement.



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Upon the expiration or termination of the Hedge Forbearance Period: (x) such
forbearance by FEMT shall automatically terminate, and (y) FEMT shall be entitled to
exercise any and all of its rights remedies under this Agreement and the Master Agreement
without further notice.




     (b) Extension of Forbearance. Upon the extension of the Forbearance Period (as
such term is defined in the Bank Group Forbearance Agreement) from time to time pursuant to
the terms of the Bank Group Forbearance Agreement, the Hedge Forbearance Period may be
extended for equivalent periods of time with the prior written consent of FEMT. Except as
expressly provided herein, Meridian and each Guarantor agrees that FEMT shall have no
obligation to extend the Hedge Forbearance Period.




     (c) No Waiver, Restatement or Amendment. Notwithstanding FEMT’s agreement to
forbear set forth in Sections 2(a) and 2(b) above: (i) such forbearance by
FEMT is not intended, shall not constitute, and shall not be construed or interpreted to
constitute a waiver of any Designated Event of Default, or of any other default which may
now or hereafter exist under the Master Agreement, and (ii) this Agreement and such
forbearance by FEMT shall not constitute an amendment or modification of the Master
Agreement, except as expressly provided for herein. Except as expressly provided for
herein, (x) the terms and conditions of the Master Agreement are and shall remain in full
force and effect, and the same are hereby ratified and confirmed by Meridian in all
respects, and (y) each of FEMT and FCC reserve all of their respective rights, privileges,
and remedies granted under the Master Agreement, this Agreement, and any other contract or
instrument between Meridian and any Gurantor and FEMT or FCC, and such rights, privileges,
and remedies may, at FEMT’s or FCC’s sole election, as applicable, be exercised at any time
and from time to time and without notice, except to the extent notice is required (and is
not waived) thereunder.




     (d) No Future Transactions. Meridian and each Guarantor acknowledges that
nothing in this Agreement shall be construed as creating any obligation whatsoever on the
part of FEMT to effect any Transactions (as such term is defined in the Master Agreement) or
on the part of FEMT or FCC to effect other extensions of credit to or for the benefit of
Meridian or any Guarantor.



     3. Ratifications, Representations, and Warranties.




     (a) Ratification of Master Agreement. Except as expressly modified and
superseded by this Agreement, the terms and provisions of the Master Agreement hereby are
ratified and confirmed and shall continue in full force and effect. Meridian and FEMT agree
that the Master Agreement shall continue to be legal, valid, binding, and enforceable in
accordance with its terms. Meridian and each Guarantor further expressly acknowledges and
agrees that FEMT and FCC have a valid, non-avoidable, enforceable, and perfected security
interest in and lien against each item of collateral described in the Master Agreement, and
that such security interest and lien secures the payment obligations (if any) and the
performance of all other obligations of Meridian under the Master Agreement.



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     (b) General Representations and Warranties. Meridian and each Guarantor hereby
jointly and severally represent and warrant to FEMT and FCC that (i) the execution,
delivery, and performance of this Agreement has been duly authorized by all requisite
organizational action on the part of such party and will not violate the constituent
organizational documents of such party, contravene any contractual restriction, any law,
rule, or regulation or court or administrative decree or order binding on or affecting such
party or result in, or require the creation or imposition of any lien, security interest, or
encumbrance on any of the properties of such party; (ii) this Agreement has been duly
executed and delivered by each party and is the legal, valid, and binding obligation of each
party, enforceable in accordance with its terms; (iii) other than with respect to the
Designated Events of Default, (1) the representations and warranties contained in the Master
Agreement 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, (2) no Event of Default or
Potential Event of Default under the Master Agreement has occurred and is continuing, and
(3) Meridian is in full compliance with all covenants and agreements contained in the Master
Agreement; and (iv) absent the effectiveness of this Agreement, FEMT is entitled to exercise
immediately its rights and remedies under the Master Agreement.




     (c) Ratification of Guarantees. Each of the Guarantors hereby acknowledges and
consents to all of the terms and conditions of this Agreement and hereby ratifies and
confirms its respective guarantee under the Guarantee dated as of August 13, 2002, as
amended by that certain Amendment and Confirmation of Guarantee dated as of December 23,
2004 (as so amended, the “Guarantee”) for the benefit of FEMT and FCC. Each
Guarantor hereby represents and acknowledges that the execution and delivery of this
Agreement shall in no way change or modify its obligations as a guarantor under the
Guarantee and shall not constitute a waiver by FEMT or FCC of any of its rights against such
Guarantor.



     4. Conditions Precedent. This Agreement shall become effective upon receipt by FEMT
and FCC of:




     (a) An executed copy of this Agreement;




     (b) Confirmation of the effectiveness of the Bank Group Forbearance Agreement; and




     (c) A copy of the resolution, in form and substance satisfactory to FEMT and FCC, of
the board of directors (or equivalent) of Meridian and each Guarantor authorizing the
execution, delivery, and performance of this Agreement.



     5. Termination of Hedge Forbearance Period. The Hedge Forbearance Period shall
terminate upon the occurrence of any of the following (a “Hedge Forbearance Default”):




     (a) An Event of Default or Potential Event of Default (other than the Designated Events
of Default) under the Master Agreement shall occur;



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     (b) A Forbearance Default (as defined in the Bank Group Forbearance Agreement) under
the Bank Group Forbearance Agreement shall occur; or




     (c) The failure by Meridian or any Guarantor to perform any covenant or otherwise
comply with the terms of this Agreement.



     6. Miscellaneous Provisions.




     (a) Survival of Representations and Warranties. All representations and
warranties made in the Master Agreement shall survive the execution and delivery of this
Agreement, and no investigation by FEMT or FCC or any closing shall affect such
representations and warranties or the right of FEMT and FCC to rely upon them.




     (b) Limitation on Relationship between Parties. Nothing contained in this
Agreement, the Master Agreement, or any instrument, document, or agreement delivered in
connection herewith or therewith shall be deemed or construed to create a fiduciary
relationship between the parties hereto.




     (c) Expenses of FEMT and FCC. Meridian agrees to pay on demand all reasonable
costs and out-of-pocket expenses incurred by FEMT and FCC in connection with the
preparation, negotiation, execution, and enforcement of this Agreement and any and all
amendments, modifications, and supplements hereto, including, without limitation, the
reasonable costs and fees of FEMT’s and FCC’s legal counsel, and all costs and expenses
incurred by FEMT in connection with the enforcement or preservation of any rights under the
Master Agreement.




     (d) 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.




     (e) 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, except that neither Meridian nor any Guarantor may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent of FEMT and
FCC, and no other person shall have any right, benefit or interest under or because of the
existence of this Agreement.




     (f) Amendments; Interpretation. No amendment or modification of any provision
of this Agreement shall be effective without the written agreement of the parties hereto,
and no waiver of any provision of this Agreement or consent to any departure by Meridian or
any Guarantor therefrom, shall in any event be effective without the written consent of FEMT
and FCC. 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 Agreement 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



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one and the same instrument, and all signature pages transmitted by electronic
transmission shall be considered as original executed counterparts. Each party to this
Agreement 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 Agreement
are for convenience only and shall not affect the interpretation of this Agreement.




     (i) Further Assurances. Meridian and each Guarantor agrees to execute such
other and further documents and instruments as FEMT or FCC may request to implement the
provisions of this Agreement and to perfect and protect the liens and security interests
created by the Master Agreement.




     (j) Applicable Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




     (k) Release. MERIDIAN AND EACH GUARANTOR 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 ITS OBLIGATIONS (IF ANY) ARISING UNDER THE MASTER AGREEMENT OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM FEMT OR FCC WITH RESPECT THERETO.
MERIDIAN AND EACH GUARANTOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
FEMT, FCC, AND 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 AGREEMENT IS EXECUTED, WHICH MERIDIAN OR SUCH GUARANTOR 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 MASTER
AGREEMENT, AND/OR



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NEGOTIATION OF, OR EXECUTION OF, THIS AGREEMENT. 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 LIABILITY OF FEMT, FCC, OR ANY OTHER
RELEASED PARTY. MERIDIAN AND EACH GUARANTOR 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 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 MERIDIAN OR ANY GUARANTOR TO A RELEASED PARTY. MERIDIAN AND EACH
GUARANTOR AGREES TO INDEMNIFY AND HOLD FEMT AND FCC HARMLESS FROM ANY AND ALL MATTERS
RELEASED PURSUANT TO THIS PARAGRAPH. MERIDIAN AND EACH GUARANTOR ACKNOWLEDGES THAT THE
AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED
INJURIES OR DAMAGES TO MERIDIAN AND SUCH GUARANTOR, THEIR RESPECTIVE 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.
MERIDIAN AND EACH GUARANTOR REPRESENTS AND WARRANTS TO FEMT AND FCC THAT IT HAS NOT
PURPORTED TO TRANSFER, ASSIGN, OR OTHERWISE CONVEY ANY OF ITS RIGHT, TITLE, OR INTEREST IN
ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL AND
COMPLETE RELEASE OF MERIDIAN’S AND SUCH GUARANTOR’S CLAIMS WITH RESPECT TO ALL SUCH MATTERS.
THE PROVISIONS OF THIS SECTION 7(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 FEMT AND FCC
ENTERING INTO THIS AGREEMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR
ESTABLISHING ANY DUTY, OBLIGATION, OR LIABILITY OF FEMT OR FCC TO MERIDIAN OR ANY GUARANTOR
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 FEMT OR FCC TO
MERIDIAN OR ANY GUARANTOR OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED AS EVIDENCE AGAINST
FEMT OR FCC BY MERIDIAN OR ANY GUARANTOR ANY OTHER PERSON FOR ANY PURPOSE.



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     (l) Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN FEMT OR FCC AND MERIDIAN AND THE GUARANTORS OR ANY OF THEIR RESPECTIVE
AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN THIS AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.




     (m) Submission to Jurisdiction. Meridian and each Guarantor agrees that all
disputes among it and FEMT or FCC arising out of, connected with, related to, or 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 New York,
the Federal courts sitting therein, and appellate court from any thereof. Meridian and each
Guarantor 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 Agreement shall constitute a Loan Document (as
defined in the Credit Agreement).




     (o) Final Agreement. THE MASTER AGREEMENT REPRESENTS THE ENTIRE EXPRESSION OF
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF ON THE DATE THIS AGREEMENT IS
EXECUTED. THE MASTER AGREEMENT 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 AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY
EACH PARTY HERETO.



[Signature Pages Follow]




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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.


	 	 	 	 	 
	 	THE MERIDIAN RESOURCE CORPORATION

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

 	 
	 	By:  	/s/ John W. Benton	 
	 	 	Name:  	John W. Benton	 
	 	 	Title:  	Senior Managing Director	 
	 
	 	 	 
	 	By:  	/s/ Carol M. Preisinger	 
	 	 	Name:  	Carol M. Preisinger	 
	 	 	Title:  	Director	 
	 
	 	FORTIS ENERGY MARKETING & TRADING GP

 	 
	 	By:  	/s/ David J. Green	 
	 	 	Name:  	David J. Green	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	/s/ Donald W. Black                    	 
	 	 	Name:  	Donald W. Black	 
	 	 	Title:  	Managing Director	 



Signature Page to Hedge Forbearance Agreement (FEMT)





 









 







ACKNOWLEDGED AND AGREED:




	 	 	 	 	 
	 	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	 




 









 





SCHEDULE I




Designated Events of Default





	1.	 	A Cross-Default Event of Default has occurred under Section 5(a)(vi) of the Master Agreement.
	 
	2.	 	An Additional Event of Default has occurred under Part 1(j) of the Schedule to the ISDA
Master Agreement.
	 
	3.	 	Failure to provide timely notice of any of the foregoing to FCC or FEMT.