FIRST AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT
THIS FIRST AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this "Amendment")
is made as of December 4, 2009, by and among TMR DRILLING CORPORATION, a Texas
corporation (the "Borrower"), THE MERIDIAN RESOURCE CORPORATION, a Texas
corporation ("Meridian"), THE MERIDIAN RESOURCE & EXPLORATION LLC, a Delaware
limited liability company ("TMR Exploration," and collectively with the Borrower
and Meridian, the "CIT Credit Parties") and THE CIT GROUP/EQUIPMENT FINANCING,
INC. ("CIT"), in its capacity as Administrative Agent and Lender under the CIT
Credit Agreement (as defined below).
R E C I T A L S:
WHEREAS, the Borrower and CIT have entered into that certain Credit Agreement
dated as of May 2, 2008 (the "CIT Credit Agreement");
WHEREAS, pursuant to that Guaranty dated as of May 2, 2008, Meridian and TMR
Exploration have guaranteed the full and prompt payment of all Obligations of
Borrower under the CIT Credit Agreement and the other Loan Documents (as defined
in the CIT Credit Agreement);
WHEREAS, the CIT Credit Parties and CIT have entered into that certain
Forbearance and Amendment Agreement dated as of September 3, 2009 (the "CIT
Forbearance Agreement");
WHEREAS, the Borrower has requested that CIT extend the Forbearance Period and
the time for performance by the Borrower of certain conditions subsequent
required under the CIT Forbearance Agreement, and CIT has 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 CIT
and the CIT Credit Parties 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 CIT Forbearance Agreement and the CIT Credit Agreement.
2. Amendment to the CIT Forbearance Agreement.
CIT and the CIT Credit Parties
agree that Section 2(a)(i)(y) of the CIT Forbearance Agreement is amended to
replace the date "December 4, 2009" contained therein with the date "December
14, 2009."
3. Ratifications, Representations and Warranties.
(a) Ratification of Loan Documents and Liens.
Except as expressly modified and
superseded by this Amendment, the terms and provisions of the CIT Credit
Agreement and the other Loan Documents are ratified and confirmed and shall
continue
in full force and effect.
Each CIT Credit Party and CIT agree that the Loan
Documents shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.
Each CIT Credit Party further expressly
acknowledges and agrees that CIT has a valid, non-avoidable, enforceable and
perfected security interest in and lien against each item of Collateral
described in the Collateral Documents and that such security interest and lien
secures the payment Obligations and the performance of all other Obligations of
the CIT Credit Parties under the