AGREEMENT AND PLAN OF MERGER By and Among ALTA MESA HOLDINGS, LP, ALTA MESA ACQUISITION SUB, LLC and THE MERIDIAN RESOURCE CORPORATION Dated December 22, 2009Merger Agreement • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas • Texas
This Agreement and Plan of Merger (this “Agreement”) dated December 22, 2009, is entered into by and among ALTA MESA HOLDINGS, LP, a Texas limited partnership (“Parent”), ALTA MESA ACQUISITION SUB, LLC, a Texas limited liability company (“Merger Sub,” and, together with Parent, the “Parent Parties”), and THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (“Target”).
TENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas • Texas
THIS TENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (the “Amendment”) is made as of December 21, 2009, by and among THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (the “Borrower”), the undersigned Guarantors (the “Guarantors”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (as defined below) (collectively, the “Lenders”), and FORTIS CAPITAL CORP. (“Fortis” or the “Administrative Agent”), as administrative agent for the Lenders.
ELEVENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas • Texas
THIS ELEVENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (the “Amendment”) is made as of December 22, 2009, by and among THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (the “Borrower”), the undersigned Guarantors (the “Guarantors”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (as defined below) (collectively, the “Lenders”), and FORTIS CAPITAL CORP. (“Fortis” or the “Administrative Agent”), as administrative agent for the Lenders.
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT (the “Amendment”) is made as of December 16, 2009, by and among FORTIS CAPITAL CORP., a Connecticut corporation (“FCC”), FORTIS ENERGY MARKETING & TRADING GP, a Delaware general partnership (formerly known as Fortis Energy LLC, a Delaware limited liability company, “FEMT”), THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (“Meridian”), and the undersigned Guarantors (the “Guarantors”).
FOURTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this “Fourth Amendment”) is made as of December 22, 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).
Agreement with Cross-ReleaseAgreement With Cross-Release • December 29th, 2009 • Meridian Resource Corp • Crude petroleum & natural gas
This Agreement with Cross-Release (this “Agreement”) is made effective the 17th day of December 2009 (the “Effective Date”) by and among Michael J. Mayell (“Mayell”), a person of full age of majority with a mailing address at 4600 Post Oak Place, Suite 306, Houston, Texas 77027; Sydson Energy, Inc. (“Sydson”), a Texas corporation with the same mailing address; The Meridian Resource Corporation (“TMR”), a Texas corporation with a mailing address at 1401 Enclave Parkway, Suite 300, Houston, Texas 77077; The Meridian Resource & Exploration LLC (“TMRX”), a Delaware limited liability company with the same mailing address; Louisiana Onshore Properties LLC (“LOPI”), a Delaware limited liability company with the same mailing address and formerly known as Louisiana Onshore Properties Inc. before its conversion from a Delaware corporation to a Delaware limited liability company; and Cairn Energy USA, Inc. (“Cairn”), a Delaware corporation with the same mailing address.
