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.
(l) Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY
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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 Amendment 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/ Harry T. Nullet
Name:
Harry T. Nullet
Title:
Director
By:
/s/ Johan Rutsaert
Name:
Johan