EXHIBIT 10.19
MODIFICATION AGREEMENT
This agreement (the "Modification Agreement") is made and entered into
effective January 2, 1999, by and among TEXAS OIL DISTRIBUTION AND DEVELOPMENT,
INC. ("Borrower") and THE MERIDIAN RESOURCE CORPORATION ("the Company").
RECITALS
Borrower is legally indebted to the Company for the payment of the
indebtedness, both outstanding principal and accrued, unpaid interest, evidenced
by a promissory note (the "Note") dated December 31, 1997, in the original
principal amount of $1,510,698.98, executed by Borrower, bearing interest and
being payable as therein set out to the Company.
Borrower desires to modify the amount and manner of payment of the Note. The
Company, the legal owner and holder of the Note, in consideration of the
premises and at the request of Borrower, has agreed to modify the manner of
payment of the Note as herein provided and confirm the outstanding balance of
the Note.
AGREEMENT
In consideration of the modification of the manner of payment of the Note as
herein set forth by the Company, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Borrower and the
Company agree as follows:
1. Borrower acknowledges and agrees that as of the execution date of this
Modification Agreement:
A. The outstanding principal balance of the Note is $1,210,698.98;
B. The Note is in full force and effect as therein written and as
herein modified; and,
C. Borrower does not have any defenses to the performance of Note or
this Modification Agreement.
2. Borrower renews the Note and the indebtedness evidenced thereby and
promises to pay to the order of the Company, in the City of Houston,
Harris County, Texas, the sum of $1,210,698.98, as follows:
The principal of the note shall be due and payable on January 1,
2000 when the outstanding principal on the Note shall be payable
in full. Interest computed on the unpaid principal balance hereof
shall be due and payable annually as it accrues on the same dates
as, but in addition to, said principal installments.
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3. Borrower hereby reaffirms:
A. The Note and agrees to pay both principal and interest as same
become due and payable under the Note, as modified hereby; and,
B. Borrower's agreement that the modification, evidenced hereby
shall, in no manner, affect or impair the Note, the purposes
hereof being to modify the time and manner of payment of the Note
all of which are acknowledged by Borrower to be valid and
subsisting.
4. Borrower hereby expressly warrants, covenants and agrees with the
Company, that no Event of Default has occurred under the terms of the
Note.
5. Notwithstanding anything to the contrary contained herein or in any
other instrument executed by Borrower or the Company and any other
action or conduct undertaken by Borrower and/or the Company on or
before the date hereof, the agreements, covenants and provisions
contained herein shall constitute the only evidence of the Company's
consent to modify the terms and provisions of the Note in the manner
set forth herein. Accordingly, no express or implied consent to any
further modifications of the Note, whether any such modifications
involve any of the matters set forth in this Modification Agreement or
otherwise, shall be inferred or implied from the Company's execution of
this Modification Agreement. Further, the Company's execution of this
Modification Agreement shall not constitute a waiver, either express or
implied, of the requirement that any further modification of the Note
shall require the express written approval of the Company and no such
approval, either express or implied, has been given as of the date
hereof.
6. The parties hereto acknowledge the following matters:
A. They have carefully reviewed this Modification Agreement.
B. They understand the meaning and effect hereof and have willingly
entered into and executed this Modification Agreement for the
herein stated consideration which is contractual and not merely
recital.
C. This Modification Agreement states the entire agreement of the
parties and supersedes any and all prior and contemporaneous
negotiations and agreements, and all prior and contemporaneous
negotiations, oral or written, are incorporated herein or, if not
so incorporated herein, are deemed to have been abandoned.
D. This Modification Agreement may be amended only by written
instrument signed by all of the parties hereto and a breach hereof
may be waived only by written waiver signed by the party granting
the waiver and the waiver of any breach hereof shall not operate
or be construed as a waiver of any other similar or prior or
subsequent breach hereof.
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7. Except as amended and modified herein, the Note shall remain in full
force and effect.
Executed effective the day and year first above written.
TEXAS OIL DISTRIBUTION AND
DEVELOPMENT, INC.
BY:/s/JOSEPH A. REEVES, JR.
JOSEPH A. REEVES, JR., President
"BORROWER"
THE MERIDIAN RESOURCE
CORPORATION
By:/s/MICHAEL J. MAYELL,
MICHAEL J. MAYELL, President
"THE COMPANY"
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