Exhibit 10.3
SECOND AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT
THIS SECOND AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this "Second
Amendment") is made as of December 14, 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, as amended by
that First Amendment to Forbearance and Amendment Agreement dated as of December
4, 2009 (the "CIT Forbearance Agreement");
WHEREAS, the Borrower has requested that CIT further extend the Forbearance
Period under the CIT Forbearance Agreement, and CIT has agreed to do so under
the terms and conditions set forth in this Second Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are 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
Second Amendment are incorporated herein by this reference and are used herein
as so defined.
Capitalized terms used and not defined in this Second Amendment
(including in the Recitals section of this Second 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 14, 2009" contained therein with the date "December
21, 2009."
3. Ratifications, Representations and Warranties.
(a) Ratification of Loan Documents and Liens.
Except as expressly modified and
superseded by this Second 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