FIRST AMENDMENT AND WAIVER
FIRST AMENDMENT AND WAIVER, dated as of March 11, 1998 (this "AMENDMENT"),
to the Credit Agreement, dated as of November 5, 1997, (the "CREDIT AGREEMENT"),
among the Meridian Resource Corporation , a Texas corporation (the "BORROWER"),
the several lenders from time to time parties thereto (the "LENDERS") and The
Chase Manhattan Bank, as the Administrative Agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower has agreed to consummate the Shell Transaction (as
defined below and as further explained Annex I);
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Administrative Agent and the Lenders have agreed to enter into
this Amendment in connection with the consummation of the Shell Transaction; and
WHEREAS, the parties hereto wish to amend and waive certain provisions of
the Credit Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements have contained, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS AND WAIVER TO THE CREDIT AGREEMENT
(a) SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement is hereby
amended by adding the following definitions thereto in appropriate alphabetical
order:
"ASSET PURCHASE AGREEMENT": the Asset Purchase Agreement to be
entered into between the Borrower and SWEPI, the material terms of which
are described on Annex I hereto.
"LOPI": Louisiana Onshore Properties, Inc., a Delaware corporation.
"LOPI MERGER": the merger of a wholly-owned subsidiary of the
Borrower with and into LOPI pursuant to the terms and conditions of the
Merger Agreement.
"MAKE-WHOLE PAYMENTS": the payments by the Borrower in cash or
shares of Common Stock pursuant to its obligations described in Section
III (F) of Annex I.
"MERGER AGREEMENT": the Agreement and Plan of Merger among the
Borrower, TMR-Sub, LOPI and SLOPI, the material terms of which are
described on Annex I hereto.
"PREFERRED STOCK": the preferred stock to be issued pursuant to the
terms and conditions of the Shell Transaction.
"PREFERRED STOCK DESIGNATION": the Certificate of Designation
describing the terms and conditions of the Preferred Stock, the material
terms of which are summarized on Annex I.
"REGISTRATION RIGHTS AGREEMENT": the Registration Rights Agreement
among the Borrower and SLOPI, the material terms of which are summarized
on Annex I.
"SHELL PROPERTIES": the oil and gas properties to be acquired by the
Borrower in the Shell Transaction.
"SHELL TRANSACTION": the LOPI Merger and the SWEPI Purchase, and the
transactions contemplated by the Merger Agreement, Asset Purchase
Agreement, the Stock Rights and Restrictions Agreement, Registration
Rights Agreement and Preferred Stock Designation.
"SLOPI": South Louisiana Onshore Properties, Inc., a wholly-owned
subsidiary of Shell Oil Company and the parent company of LOPI.
"STOCK RIGHTS AND RESTRICTIONS AGREEMENT": the Stock Rights and
Restrictions Agreement between the Borrower and SLOPI, the material terms
of which are summarized on Annex I.
"SWEPI PURCHASE": the purchase for approximately $42 million of
certain oil and gas properties owned by SWEPI.
"SWEPI": Shell Western E&P, Inc., a wholly-owned subsidiary of Shell
Oil Company.
"TMR-SUB": the wholly-owned subsidiary of the Borrower formed for
the purpose of consummating the Shell Transaction.
(b) SUBSECTION 4.9(B). The Administrative Agent and the Lenders hereby
waive the Borrower's noncompliance with the provisions of subsection 4.9(b) of
the Credit Agreement (and any Default or Event of Default resulting therefrom)
to the
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extent (but only to the extent) that the failure to so comply is due to the fact
that the December 31, 1997 Reserve Report furnished to the Administrative Agent
and the Lenders was prepared by the Borrower and audited by Ryder Scott Company.
(c) SUBSECTION 8.1(C). Subsection 8.1(c) of the Credit Agreement is hereby
amended by deleting said subsection in its entirety and substituting in lieu
thereof the following:
"(c) Consolidated Net Worth. Permit the Consolidated Net Worth of
the Borrower and its Subsidiaries during any period to be less than
$110,000,000."
(d) SUBSECTIONS 8.2(H), 8.5(C), 8.7, 8.8(G), 8.10 AND 9(M). The
Administrative Agent and the Lenders hereby waive (i) the Borrower's
noncompliance with the provisions of subsection 8.2(h) of the Credit Agreement
(and any Default or Event of Default resulting therefrom) resulting solely from
the making of Make-Whole Payments not to exceed $10,000,000 in cash or an
unlimited amount in common stock, (ii) the Borrower's noncompliance with the
provisions of subsection 8.5(c) and subsection 8.8(g) of the Credit Agreement
(and any Default or Event of Default resulting therefrom) resulting solely from
the Shell Transaction, (iii) the Borrower's noncompliance with the provisions of
subsection 8.7 of the Credit Agreement (and any Default or Event of Default
resulting therefrom) resulting solely from the payment of dividends on the
Preferred Stock while there is no Default or Event of Default, (iv) the
Borrower's noncompliance with the provisions of subsection 8.10 of the Credit
Agreement (and any Default or Event of Default resulting therefrom) resulting
solely from the transactions contemplated by the Stock Rights and Resolutions
Agreement, Registration Rights Agreement and Preferred Stock Designation, and
(v) any Default or Event of Default under subsection 9(m) of the Credit
Agreement resulting solely from the Shell Transaction PROVIDED that, on or prior
to the consummation of the Shell Transaction, (A) the Shell Transaction shall
have been consummated on the terms outlined on Annex I hereto and with such
changes as are not materially adverse to the Borrower (unless consented to by
the Administrative Agent); (B) all governmental and third party approvals
necessary in connection with the Shell Transaction shall have been obtained and
be in full force and effect, and all applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the
Shell Transaction; and (C) the Administrative Agent and the Lenders shall have
received (I) a PRO FORMA consolidated balance sheet of the Borrower, adjusted to
give effect to the consummation of the Shell Transaction, (II) a business plan
for two years, (III) the results of a recent lien search in each relevant
jurisdiction with respect to the Shell Properties, (IV) such legal opinions
(including opinions from counsel to the Borrower and its Subsidiaries and from
such special and local counsel as may be required by the Administrative Agent),
documents and other instruments as are customary for transactions of this type
or as they may reasonably request, (V) a Reserve Report and other reserve
information with respect to the Shell Properties. (VI) a pledge of the capital
stock of LOPI to take effect immediately following the Shell Transaction and
(VII) a certificate of a Responsible Officer of the Borrower dated the date of
the Shell Transaction to the
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effect that after giving effect to this Amendment and the consummation of the
Shell Transaction there is no Default or Event of Default under the Credit
Agreement and all representations and warranties made by it in Section 5 of the
Credit Agreement are true and correct on and as of such date (except to the
extent such representations and warranties are stated to relate to a specific
earlier date).
(e) SUBSECTION 8.8(H). From the Effective Date until June 30, 1998, the
Administrative Agent and the Lenders Hereby waive the Borrower's noncompliance
with the provisions of subsection 8.8(h) of the Credit Agreement (and any
Default or Event of Default resulting therefrom) to the extent (but only to the
extent) that the failure to so comply is due to the fact that the obligations
described in subsection 8.8(h) may have been outstanding for more than 90 days
or may have been refinanced pursuant to a notes receivable bearing interest at
the prime rate.
3. ANNEX I. The Credit Agreement is hereby amended by adding hereto Annex
I, the description of the LOPSI Acquisition attached hereto.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
and as of the date that the Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Borrower and the Required
Lenders.
5. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendments and waivers contained herein, hereby
confirms, reaffirms and restates that (a) representations and warranties made by
it in Section 5 of the Credit Agreement are true and correct on and as of the
date hereof (except to the extent such representations and warranties are stated
to relate to a specific earlier date) and (b) no Default or Event of Default has
occurred and is continuing on the date hereof; PROVIDED, that each reference to
the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.
6. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
7. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. ON and
after the date hereof and the satisfaction of the conditions contained in
Section 2(d) of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
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Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
9. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respectively proper and duly authorized
officers as of the day and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By: /S/ P. RICHARD GESSENGER
Title: CHIEF FINANCIAL OFFICER
THE CHASE MANHATTAN BANK
as Administrative Agent and as Lender
By: /S/ MARY J. WOODFORD
Title: VICE PRESIDENT
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ PHILIP SOUSTRA
Title: SENIOR VICE PRESIDENT
HIBERNIA NATIONAL BANK
By: /S/ COLLEEN MCEVOY
Title: HIBERNIA NATIONAL BANK
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MEESPIERSON CAPITAL CORPORATION
By: /S/DARRELL W. HOLLEY
Title: SENIOR VICE PRESIDENT
THE SANWA BANK LIMITED
By: /S/ C. LAWRENCE MURPHY
C. Lawrence Murphy
Title: SENIOR VICE PRESIDENT AND
MANAGER
TORONTO DOMINION (TEXAS), INC.
By: /S/ DEBBIE A. GREENE
Title: VICE PRESIDENT
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SECOND AMENDMENT
SECOND AMENDMENT, dated as of April 15, 1998 (this "AMENDMENT"), to the
Credit Agreement (as amended, supplemented or otherwise modified from time to
time), dated as of November 5, 1997, (the "CREDIT AGREEMENT"), among The
Meridian Resource Corporation, a Texas corporation (the "BORROWER"), the several
lenders from time to time parties thereto (the "LENDERS") and The Chase
Manhattan Bank, as the Administrative Agent for the Lenders (in such capacity,
the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Administrative Agent and the Lenders have agreed to enter into
this Amendment in connection with the increase in the Revolving Credit
Commitment to $150,000,000 and the Borrowing Base to $150,000,000 and certain
other modifications set forth herein; and
WHEREAS, the parties hereto wish to amend and waive certain provisions of
the Credit Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follow:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement is hereby
amended by deleting therefrom the definitions of the following defined terms in
their entirety and substituting in lieu thereof the following definitions
thereto.
"APPLICABLE MARGIN": for any day with respect to Eurodollar Loans
and ABR Loans, the applicable per annum rate set forth below opposite the
Borrowing Base Usage in effect on such day:
Eurodollar ABR
BORROWING BASE USAGE MARGIN MARGIN
Less than or equal to 1.25% .25%
33%
Greater than 33% and 1.50% .50%
less than or equal to
66%
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Greater than 66% and 1.75% .75%
less than or equal to
85%
Greater Than 85% 2.00%` 1.00%
As used herein, "BORROWING BASE USAGE" on day means the percentage
equivalent of the ratio of (i) the sum of the aggregate principal
amount of the Loans then outstanding and Letter of Credit
Outstandings on such day to (ii) the Borrowing Base in effect on
such day.
"BORROWING BASE": at any time of determination, the amount then in
effect as determined in accordance with subsection 4.9; PROVIDED, HOWEVER,
that until the Borrowing Base is so redetermined in accordance with
subsection 4.9, the Borrowing Base shall be $150,000,000.
"COMMITMENT FEE RATE": for any day, a rate per annum equal to (a)
.375%if the Borrowing Base Usage in effect on such day is less than or
equal to 66% and (b) .50% if the Borrowing Base Usage in effect on such
day is greater than 66%.
"INITIAL PERIOD": the period commencing on the Closing Date and
ending on May 15, 1998.
"REVOLVING CREDIT COMMITMENT": as to any Lender, the obligation of
such Lender to make Loans to the Borrower hereunder in an aggregate
principal amount at any one time outstanding not to exceed the amount set
forth opposite such Lender's name on Schedule 1.1(a) (which amount, with
respect to the Lenders, shall equal $150,000,000 in the aggregate), as
such amount may be reduced from time to time in accordance with the
provisions of this Agreement.
(b) SECTION 5. Section 5 of the Credit Agreement is hereby amended by (i)
adding the date "December 31, 1997" after the date December 31, 1996 in
subsection 5.1(a), (ii) deleting the date December 31, 1996 appearing in
subsection 5.2(a) and substituting in lieu thereof the date "December 31, 1997",
and (iii) deleting the amount "$10,000,000" wherever the same is used and
substituting in lieu thereof "$15,000,000".
(c) SCHEDULE 1.1(A). Schedule 1.1(a) of the Credit Agreement is hereby
amended by deleting the schedule in its entirety and substituting in lieu
thereof a new Schedule 1.1(a) attached hereto as Annex A.
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(d) ADDITIONAL LENDER. By execution of this Amendment, Bankers Trust
Company ("BTCO") agrees to become a party to the Credit Agreement effective on
the Effective Date and agrees to be bound by the provisions of the Credit
Agreement and have the rights and obligations of a Lender thereunder.
3. CONDITIONS TO EFFECTIVENESS. The amendments provided for in this
Amendment shall become effective on April 15, 1998; PROVIDED that the
Administrative Agent shall have received (i) counterparts of this Amendment,
duly executed by the Borrower and the Lenders listed in the signature pages
hereof, (ii) a legal opinion of counsel to the borrower in form and substance
satisfactory to the Administrative Agent and (iii) resolutions, in form and
substance satisfactory to the Administrative Agent, of the Board of Directors of
the Borrower authorizing the execution and delivery of the Amendment and the
increase in the borrowing contemplated hereunder.
4. REPRESENTATIONS AND WARRANTIES. The borrower as of the date hereof and
after giving effect to the amendments contained herein, hereby confirms,
reaffirms and restates that (a) representations and warranties made by it in
Section 5 of the Credit Agreement are true and correct on and as of the date
hereof (except to the extent such representations and warranties are stated to
relate to a specific earlier date) and (b) no Default or Event of Default has
occurred and is continuing on the date hereof; PROVIDED, that each reference to
the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.
5. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the Amendment, and other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 3 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants, of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
7. ADDITIONAL REVOLVING CREDIT COMMITMENT AND BORROWING BASE INCREASES.
The Chase Manhattan Bank ("CHASE") and BTCo by their signature below hereby
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confirm that they have executed a commitment letter with the Borrower providing
for, among other things, the establishment of a Borrowing Base of $150,000,000
effective on May 15, 1998, an increase in the Revolving Credit Commitment to
$250,000,000 upon consummation of the acquisition of assets from Shell Oil
Company (the"SHELL TRANSACTION") and an increase in the Borrowing Base to
$200,000,000 upon consummation of the Shell Transaction. Chase has committed
$150,000,000 and BTCo has committed $100,000,000 in connection with such
increases. All of the foregoing are subject to the terms and conditions of such
commitment letter, the term sheet annexed thereto and the related fee letter.
8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
9. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By: /S/P. RICHARD GESSINGER
P. Richard Gessinger
Title: P. RICHARD GESSENGER
Executive Vice President
Chief Financial Officer
THE CHASE MANHATTAN BANK,
As Administrative Agent and as Lender
By: /S/ MARY J. WOODFORD
Title: VICE PRESIDENT
BANKERS TRUST COMPANY
By: /S/ CALLI S. HAYES
Title: MANAGING DIRECTOR
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
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HIBERNIA NATIONAL BANK
By: /S/ COLLEEN MCEVOY
Title: HIBERNIA NATIONAL BANK
MEESPIERSON CAPITAL CORPORATION
By: /S/ DARRELL W. HOLLEY
Title: SENIOR VICE PRESIDENT
THE SANWA BANK, LIMITED
By: /S/ KENTARO YAMAGISHI
Title: ASSISTANT VICE PRESIDENT
TORONTO DOMINION (TEXAS), INC.
By: /S/ DEBBIE GREENE
Title: VICE PRESIDENT
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THIRD AMENDMENT
THIRD AMENDMENT, dated as of may 15, 1998 (this "AMENDMENT"), to the
Credit Agreement (as amended, supplemented or otherwise modified from time to
time), dated as of November 5, 1997, the ("CREDIT AGREEMENT"), among The
Meridian Resource Corporation, a Texas corporation (the "BORROWER"), the several
lenders from time to time parties thereto (the "LENDERS") and The Chase
Manhattan Bank, as the Administrative Agent for the Lenders (in such capacity,
the "ADMINISTRATIVE AGENT").
W I T N E S S E T H
WHEREAS, the parties hereto wish to amend certain provisions of the Credit
Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
3. DEFINED TERMS Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
4. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement is hereby
amended by deleting therefrom the definition of the following defined term in
its entirety and substituting in lieu thereof the following definition thereto:
"INITIAL PERIOD": the period commencing on the Closing Date and
ending on May 22, 1998.
5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
and as of the date that the Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Borrower and the
Supermajority Lenders.
6. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendment contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
5 of the Credit Agreement; PROVIDED, that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Agreement.
7. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred
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in connection with the Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
8. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 3 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
9. ADDITIONAL REVOLVING CREDIT COMMITMENT AND BORROWING BASE INCREASES.
The Chase Manhattan Bank ("CHASE") and Bankers Trust Company ("BTCO") by their
signature below hereby confirm that they have executed a commitment letter with
the Borrower providing for, among other things, the establishment of a Borrowing
Base of $150,000,000 effective on May 15, 1998 (which date is hereby
acknowledged and agreed by Chase and BTCo to be extended to May 22, 1998), an
increase in the Revolving Credit Commitment to $250,000,000 upon consummation of
the acquisition of assets from Shell Oil Company (the "SHELL TRANSACTION") and
an increase in the Borrowing Base to $200,000,000 upon consummation of the Shell
Transaction. Chase has committed to $150,000,000 and BTCo has committed
$100,000,000 in connection with such increases. All of the foregoing are subject
to the terms and conditions of such commitment letter, the term sheet annexed
thereto and the related fee letter.
10. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
11. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective property and duly authorized
officers as of the day and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as Lender
By:
Title:
BANKERS TRUST COMPANY
By:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
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HIBERNIA NATIONAL BANK
By:
Title:
MEESPIERSON CAPITAL CORPORATION
By:
Title:
THE SANWA BANK, LIMITED
By:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
Title:
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