Exhibit 10.5
THIRD AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT
THIS THIRD AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this "Third
Amendment") is made as of December 21, 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 (as amended by the CIT Forbearance Agreement
(as defined below), 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, and that Second Amendment to Forbearance and Amendment
Agreement dated as of December 14, 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 Third 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
Third Amendment are incorporated herein by this reference and are used herein as
so defined. Capitalized terms used and not defined in this Third Amendment
(including in the Recitals section of this Third 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 clause (i) of Section 2(a) of the CIT Forbearance Agreement
is amended and restated in its entirety as follows:
"(i) 5:00 p.m. (Central Time) on December 28, 2009; or ...".
3. Ratifications, Representations and Warranties.
(a) Ratification of Loan Documents and Liens. Except as expressly modified
and superseded by this Third 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,