EXHIBIT 10.69
FIRST AMENDMENT
TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 29, 2001 (the
"First Amendment"), among TRITON ENERGY LIMITED, a Cayman Islands company (the
----------------
"Borrower"), the lenders party hereto (the "Lenders"), and THE CHASE MANHATTAN
-------- -------
BANK, individually, as Administrative Agent (the "Administrative Agent") and as
--------------------
Issuing Bank.
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Lenders, and the Administrative Agent are
parties to that certain Credit Agreement dated as of February 29, 2000 (the
"Credit Agreement"), whereby, pursuant to the terms and conditions contained
-----------------
therein, the Lenders agreed to make loans to and extensions on behalf of the
Borrower under a $150,000,000 revolving credit facility; and
WHEREAS, the parties to the Credit Agreement intend to amend the
Credit Agreement in the particulars hereinafter provided;
NOW, THEREFORE, the parties to the Credit Agreement hereby agree as
follows:
SECTION 1. Amendments to Credit Agreement.
---------------------------------
(a) Section 1.01 of the Credit Agreement hereby is amended by inserting
------------
the following definitions in their appropriate alphabetical order:
"Agreement" means this Credit Agreement dated as of February 29,
---------
2000, among the Borrower, the Lenders, the Administrative Agent and the Issuing
Bank, as amended by the First Amendment, and as the same may be further
amended, waived or otherwise modified from time to time in accordance
herewith.
"First Amendment" means that certain First Amendment to Credit
----------------
Agreement dated as of June 29, 2001, among the Borrower, the Lenders party
thereto, the Administrative Agent and the Issuing Bank.
(b) To reflect the change in the senior debt rating of the Borrower,
the grid in the definition of "Applicable Rate" appearing in Section 1.01 of the
------------
Credit Agreement hereby is amended in its entirety to read as follows:
<s> <c> <c> <c>
Equal to or greater
Borrowing Base than 33% but less
Utilization Less than 33% than or equal to 66% Greater than 66%
----------- ------------------ ---------------------- --------------------
Eurodollar Spread Category Category Category Category Category Category
I II I II I II
2.15% 2.40% 2.40% 2.65% 2.65% 2.90%
- ----------------------------------------------------------------------------------------------
ABR Spread 1.15% 1.40% 1.40% 1.65% 1.65% 1.90%
- ----------------------------------------------------------------------------------------------
Commitment Fee 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
- ----------------------------------------------------------------------------------------------
Performance Letter of
Credit Fee 1.35% 1.50% 1.50% 1.65% 1.65% 1.80%
- ----------------------------------------------------------------------------------------------
Financial Letter of
Credit Fee 2.15% 2.40% 2.40% 2.65% 2.65% 2.90%
- ----------------------------------------------------------------------------------------------
(c) The definition of "FPSO Obligations" appearing in Section 1.01 of
------------
the Credit Agreement is hereby amended in its entirety to read as follows:
"'FPSO Obligation' means obligations of the Borrower or any Subsidiary
----------------
under a charter lease agreement for a floating production, storage and
off-loading tanker facility for the purpose of developing Borrower's
Hydrocarbons in Equatorial Guinea if (a) payments thereunder do not exceed
$55,000,000 in any calendar year and (b) the Lease Term is less than 5 years.
"Lease Term" means any fixed term (exclusive of any period in which no lease
payments are required thereunder, which period will not exceed 15 months) and
any period or periods covered by an option to renew at a sufficiently low rental
or sufficiently high penalty that the exercise of the option is reasonably
assured, as amended, waived or modified, unless such amendment, waiver or
modification thereto materially changes the amounts payable thereunder or its
Lease Term as determined by the Administrative Agent in its reasonable
discretion."
(d) The definition of "Maturity Date" appearing in Section 1.01 of the
------------
Credit Agreement is hereby amended in its entirety to read as follows:
"'Maturity Date' means June 29, 2003."
---------------
(e) The definition of "Outside LC Exposure" appearing in Section 1.01
------------
of the Credit Agreement is hereby amended in its entirety to read as follows:
"'Outside LC Exposure' means the amount, if any that (a) the sum of
----------------------
(i) the aggregate undrawn amount of all Outside Letters of Credit plus (ii) all
payments made by issuers of Outside Letters of Credit made under such Outside
Letters of Credit for which such issuer has not been reimbursed by the Borrower
in accordance with the terms thereunder exceeds (b) $15,000,000."
(f) Section 2.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 2.01 Commitments.
-----------
(a) Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower from time to time during
the Availability Period in an aggregate principal amount that will not result in
(a) such Lender's Revolving Credit Exposure plus such Lender's Applicable
Percentage of Outside LC Exposure exceeding the lesser of (i) such Lender's
Applicable Percentage of the Borrowing Base and (ii) such Lender's Commitment
and (b) the sum of the total Revolving Credit Exposures plus Outside LC Exposure
for all Lenders exceeding the lesser of (i) Borrowing Base and (ii) the total
Commitment of all Lenders. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.
(b) The Borrower shall have the right, without the consent of the
Lenders but with the prior approval of the Administrative Agent, not to be
unreasonably withheld, to cause from time to time an increase in the total
Commitments of the Lenders by adding to this Agreement one or more additional
Lenders or by allowing one or more Lenders to increase their respective
Commitments; provided however (i) no Event of Default shall have occurred
hereunder which is continuing, (ii) no such increase shall cause the aggregate
Commitments hereunder to exceed $200,000,000, (iii) no Lender's Commitment shall
be increased without such Lender's consent, and (iv) on the effective date of
any such increase, there shall be no outstanding Eurodollar Loans hereunder or,
if any Eurodollar Loans would be outstanding on the effective date of any such
increase, the Borrower shall either (x) convert such Eurodollar Loans to ABR
Loans, or (y) prepay, in accordance with the provisions of Section 2.09, such
Eurodollar Loans immediately prior to such increase becoming effective (subject,
in either case, to the payment provisions of Section 2.14). The Borrower may
request that a Borrowing be made as a Eurodollar Borrowing immediately after
such increase becomes effective by delivering to the Administrative Agent a
Borrowing Request in accordance with the provisions of Section 2.03."
(g) Section 2.03 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving
---------------------------------
Borrowing, the Borrower shall notify the Administrative Agent of such request
("Borrowing Request") by telephone (a) in the case of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.04(e) may be given not later than 10:00 a.m., New York City time on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in substantially in the form
attached hereto as Exhibit C and signed by the Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.02:
(i) the aggregate amount of the requested Borrowing;
(ii) the date of such Borrowing, which shall be a Business Day;
(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;
(iv) in the case of a Eurodollar Borrowing, the initial Interest Period
to be applicable thereto, which shall be a period contemplated by the definition
of the term "Interest Period";
(v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.05;
(vi) the Borrowing Base Utilization on the date of such Borrowing
(after giving effect to such Borrowing);
(vii) the amount of Outside LC Exposure on the Business Day of the
proposed Borrowing; and
(viii) the Borrower's current Index Debt rating.
If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration, in the case of a Eurodollar Borrowing. Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing."
(h) Section 2.16(c) of the Credit Agreement is hereby amended by adding
thereto the parenthetical "(other than in respect of Section 2.13, 2.14 or
2.15)" after the word "otherwise" and before the comma "," found in the first
line thereof.
(i) Section 3.04 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
-------------------------------------------------
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of operations, shareholders equity and cash flows (i) as of
and for the fiscal year ended December 31, 2000, reported on by independent,
United States-based public accountants of recognized national standing, and (ii)
as of and for the fiscal quarter and the portion of the fiscal year ended March
31, 2001, certified by a Financial Officer (the statements in (i) and (ii) are
referred to as the "Delivered Statements"). The Delivered Statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.
(b) Since March 31, 2001, there have been no events or occurrences
that, in the aggregate, have had a Material Adverse Effect."
(j) Section 3.12 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 3.12 Reserved."
(k) Sections 5.01(b) and (c) of the Credit Agreement are hereby
amended in their entirety to read as follows:
"(b) within 50 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet and
related statements of operations, shareholders' equity and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;"
"(c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.06, 6.09, 6.10 and 6.11,
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate, (iv)
stating any revisions to Schedule 3.14 necessary so such Schedule includes each
Material Subsidiary, and (v) with respect to assignments of accounts receivable
permitted under Section 6.02(f), stating the dollar amount of accounts
receivable so assigned as of the date of such certificate."
(l) Section 5.09(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(a) As soon as practicable, but not later than each April 1 (or such
other date specified in the event of an unscheduled redetermination under
Section 2.18(d)) commencing with the Scheduled Redetermination Date to occur on
April 1, 2002, the Borrower shall furnish to the Lenders a Reserve Report
prepared and certified by (i) DeGolyer and MacNaughton, with respect to the
proved reserves in the Cusiana and Cupiagua fields in the Republic of Colombia,
(ii) Netherland Sewell and Associates, with respect to the proved reserves in
the Ceiba Field in Equatorial Guinea, and (iii) the petroleum engineers of the
Borrower or Carigali-Triton Carigali-Triton Operating Company Sdn. Bhd. with
respect to the proved reserves in Malaysia-Thailand on Block A-18 in the Gulf of
Thailand or, in the case of (i), (ii) or (iii) above, such other certified
independent engineers satisfactory to the Administrative Agent. The Borrower
will also provide the Lenders with any supplemental information or updates to
the information in the Reserve Report as may be reasonably requested by any
Lender through the Administrative Agent ("Additional Reports")."
(m) Section 6.01 of the Credit Agreement is hereby amended as follows:
(i) Section 6.01(e) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(e) Indebtedness of any member of the Consolidated Group incurred to
finance the acquisition, construction or improvement of any fixed or capital
assets of any member of the Consolidated Group, including Capital Lease
Obligations (other than the FPSO Obligation, to the extent the FPSO Obligation
could otherwise be deemed to be Indebtedness) and any Indebtedness (other than
the FPSO Obligation, to the extent the FPSO Obligation could otherwise be deemed
to be Indebtedness) assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof,
and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof; provided that (i) such
--------
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by Section 6.01(e) and (f) shall not
exceed $20,000,000 at any time outstanding;"
(ii) Section 6.01(i) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(i) The FPSO Obligation, to the extent the FPSO Obligation
could otherwise be deemed to be Indebtedness."
(n) Section 6.02 is hereby amended and supplemented as follows:
(i) Section 6.02(e) is hereby amended by deleting the "period" (.)
found at the end thereof and substituting therefor "; and".
(ii) Section 6.02 is hereby further amended by adding thereto
a new subsection, to be subsection (f), reading in its entirety as follows:
"(f) up to $25,000,000 of assignments of accounts receivable for a
term of 30 days or less from individual crude sales, on a sale-by-sale basis,
provided no Event of Default has occurred and is continuing on the date of any
such assignment."
(o) Section 6.04(g) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(g) new investments in Triton International Oil Corporation (a
Cayman Islands company) and its Subsidiaries and in Carigali-Triton Operating
Co. SDN.BHD, a Malaysia corporation, in an aggregate amount not to exceed
$50,000,000 from the date of this Agreement until fiscal year-end 2002, and not
to exceed $25,000,000 per quarter during fiscal year 2003;"
(p) Section 6.06 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 6.06. Restricted Payments. The Borrower will not, and
--------------------
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except (a) the Borrower
may declare and pay dividends and distributions with respect to its capital
stock payable solely in additional shares of its common stock and may purchase
shares of its capital stock with consideration consisting solely of shares of
its common stock, (b) Subsidiaries may declare and pay dividends ratably with
respect to their capital stock, (c) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans for
management or employees of the Borrower and its Subsidiaries, (d) Restricted
Payments on Preferred Stock issued by the Borrower before the date of this
Agreement or additional shares of Preferred Stock issued as dividends after the
date of this Agreement in accordance with the terms of such Preferred Stock, and
(e) the Borrower may repurchase shares of its common stock for an aggregate
consideration not exceeding $5,000,000 in any fiscal year."
(q) Schedule 3.14 attached to the Credit Agreement is hereby amended
--------------
and restated by replacing Schedule 3.14 attached to the Credit Agreement in its
-------------
entirety with Schedule 3.14 attached to this First Amendment. From and after
--------------
the date of this First Amendment, all references contained in the Credit
Agreement to Schedule 3.14 shall be references to Schedule 3.14 attached to this
------------- -------------
First Amendment.
SECTION 2. Conditions Precedent to Effectiveness. In addition to
----------------------------------------
the satisfaction of all applicable conditions precedent contained in the Credit
Agreement, this First Amendment shall become effective as of the date hereof
when the Administrative Agent shall have received:
(a) counterparts hereof duly executed by the Borrower, the Lenders, the
Administrative Agent and the Issuing Bank (or, in the case of any party as to
which an executed counterpart shall not have been received, telegraphic, telex,
or other written confirmation from such party of execution of a counterpart
hereof by such party);
(b) no Default or Event of Default shall have occurred and be
continuing as of the date of this First Amendment.
SECTION 3. Reaffirmation of Representations and Warranties. To induce
------------------------------------------------
the Lenders, the Administrative Agent and the Issuing Bank to enter into this
First Amendment, the Borrower hereby reaffirms, as of the date hereof,
its representations and warranties in their entirety contained in Article III of
-------
the Credit Agreement and in all other documents executed pursuant thereto
(except to the extent such representations and warranties relate solely to an
earlier date) and additionally represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of formation and has all
power and authority and all governmental licenses, authorizations, consents and
approvals required in each case to carry on its business, except to the extent
that the failure to have such power, authority, licenses, authorizations,
consents and approvals could not reasonably be expected to have a Material
Adverse Effect.
(b) The execution, delivery and performance by the Borrower of this
First Amendment are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action of the Borrower, require, in
respect of the Borrower, no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene or constitute
a default under, any provision of law or regulation (including Regulation X
issued by the Federal Reserve Board) applicable to the Borrower or
Regulation U or the articles or certificate of incorporation of the Borrower
or the bylaws of the Borrower or any judgment, injunction, order, decree or
material agreement binding upon the Borrower or result in or require the
creation or imposition of any Lien on any asset of the Borrower.
(c) This First Amendment has been duly executed and delivered by
the Borrower. This First Amendment, the Credit Agreement, as amended by this
First Amendment, and each other Loan Document to which the Borrower is a
party are legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, except as the
enforceability thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and by general principles of equity.
(d) Since March 31, 2001, no event or circumstance has occurred that
has resulted in or could reasonably be expected to have a Material Adverse
Effect. No Event of Default has occurred and is continuing as of the date
hereof.
(e) Other than the Disclosed Matters, there is no action, suit or
proceeding pending against the Borrower, or to the knowledge of the Borrower
threatened against the Borrower, before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which could reasonably be expected to have a
Material Adverse Effect or which in any manner draws into question the
legality, validity, binding effect or enforceability of this First Amendment,
the Credit Agreement, as amended hereby, or any other Loan Document.
SECTION 4. Defined Terms. Except as amended hereby, terms used herein
-------------
when defined in the Credit Agreement shall have the same meanings herein unless
the context otherwise requires.
SECTION 5. Reaffirmation of Credit Agreement. This First Amendment
---------------------------------
shall be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended hereby, is hereby ratified, approved and confirmed in
each and every respect. All references to the Credit Agreement herein
and in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Credit Agreement as amended hereby.
SECTION 6. Governing Law; Entire Agreement. This First Amendment
---------------------------------
and the Notes shall be governed by, and construed in accordance with, the
laws of the State of New York. The Credit Agreement as amended by this First
Amendment, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.
SECTION 7. Severability of Provisions. Any provision in this First
----------------------------
Amendment that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of this First Amendment are
declared to be severable.
SECTION 8. Counterparts. This First Amendment may be executed in any
------------
number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this First Amendment by
signing any such counterpart.
SECTION 9. Headings. Article and section headings in this First
--------
Amendment are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of this First Amendment.
SECTION 10. Successors and Assigns. This First Amendment shall be
-----------------------
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent and
the Issuing Bank have executed this First Amendment as of the date first above
written.
TRITON ENERGY LIMITED
By:
Name:
Title:
[First Amendment to Credit Agreement - Signature Page 1]
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans and
Address for Notice:
The Chase Manhattan Bank
One Chase Manhattan Plaza,
8th Floor
New York, New York 10081
Telecopier No.212/552-2261
Attention: Muniram Appanna
[First Amendment to Credit Agreement - Signature Page 2]
BNP PARIBAS
By:
Name:
Title:
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans:
BNP Paribas
1200 Smith Street, Suite 3100
Houston, Texas 77002
Address for Notice:
Business/Credit:
1200 Smith Street, Suite 3100
Houston, Texas 77002
Telephone No.: 713/659-4811
Telecopier No.: 713/659-6915
Attention: Brian Malone
Administrative:
1200 Smith Street, Suite 3100
Houston, Texas 77002
Telephone No.: 713/982-1126
Telecopier No.: 713/659-5305
Attention: Leah Evans Hughes
[First Amendment to Credit Agreement - Signature Page 3]
BANKERS TRUST COMPANY
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans:
Bankers Trust Company
Attn:
Address for Notice:
Business/Credit:
Bankers Trust Company
Telephone No.:
Telecopier No.:
Attn.:
Administrative:
Bankers Trust Company
Telephone No.:
Telecopier No.:
Attn.:
[First Amendment to Credit Agreement - Signature Page 4]
FORTIS CAPITAL CORP.
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans:
Fortis Capital Corp.
Address for Notice:
Business/Credit:
Fortis Capital Corp.
Telephone No.:
Telecopier No.:
Attention:
Administrative:
Fortis Capital Corp.
Telephone No.:
Telecopier No.:
Attention:
[First Amendment to Credit Agreement - Signature Page 5]
BANK OF AMERICA, N.A.
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans:
Bank of America, N.A.
Address for Notice:
Business/Credit:
Bank of America, N.A.
Telephone No.:
Telecopier No.:
Attention:
Administrative:
Bank of America, N.A.
Telephone No.:
Telecopier No.:
Attention:
[First Amendment to Credit Agreement - Signature Page 6]
BARCLAYS BANK PLC
By:
Name:
Title:
Lending Office for ABR Loans
and Eurodollar Loans:
Barclays Bank plc
Address for Notice:
Business/Credit:
Barclays Bank plc
Telephone No.:
Telecopier No.:
Attention:
Administrative:
Barclays Bank plc
Telephone No.:
Telecopier No.:
Attention:
[First Amendment to Credit Agreement - Signature Page 7]
[Schedule 3.14 - Page 2]
SCHEDULE 3.14
SECTION 3.14 - LIST OF SUBSIDIARIES
-----------------------------------
THE FOLLOWING ARE THE SUBSIDIARIES OF THE COMPANY AS OF THE DATE OF THIS
AGREEMENT:
<s> <c> <c>
JURISDICTION OF JURISDICTION WHERE
--------------- ------------------
NAME ORGANIZATION QUALIFIED
- ---- ------------ ---------
Inlet North Sea Corporation Delaware
Inlet Oil & Mineral Company (U.K.) Limited U.K.
North Central Aviation, nc. Delaware
Oil & Gas Colombia GmbH Germany Colombia
Servion, Inc. Delaware
TriBlora Indonesia B.V. Netherlands
Triton Air Holdings, Inc. Delaware
Triton Algeria, Inc. Cayman Islands
Triton Angola, Inc. Cayman Islands
Triton Asia Holdings, Inc. Cayman Islands
Triton Australia, Inc. Cayman Islands Australia
Triton Brazil, Inc. Cayman Islands
Triton Cambodia, Inc. Cayman Islands
Triton China Resources, Inc. Cayman Islands
Triton China, Inc. LLC Cayman Islands
Triton Colombia, Inc. Cayman Islands Colombia
Triton Domestic Oil & Gas Corp. Nevada
Triton Ecuador, Inc. LLC Cayman Islands
Triton Energy Corporation Delaware Texas
Triton Equatorial Guinea Inc. Cayman Islands [Equatorial Guinea
in process]
Triton Exploration (Malaysia) Sdn. Bhd. Malaysia
Triton Exploration Services, Inc. Delaware Texas
Triton Financial Services, Inc. Cayman Islands
Triton Gabon (Tolo) Inc. Cayman Islands
Triton Guatemala S.A. B.V.I.
Triton Hellas Exploration and Exploitation
of Hydrocarbons Anonymous Industrial
Technical and Commercial Company Greece
Triton Holdings (U.K.) Limited U.K.
Triton Indonesia Resources, Inc. Cayman Islands
Triton Indonesia, Inc. Delaware
Triton International Finance, Inc. Cayman Islands
Triton International Oil Corporation, a
Delaware corporation Delaware
Triton International Petroleum, Inc. Cayman Islands
Triton Italy, Inc. Cayman Islands Italy
Triton Madagascar, Inc. Cayman Islands Madagascar
Triton Mediterranean Oil & Gas N.V. Netherlands
Triton Oil (GB) Limited U.K.
Triton Oil & Gas GmbH Germany
Triton Oman Resources, Inc. Cayman Islands Oman
Triton Oman, Inc. Cayman Islands
Triton Pipeline Colombia, Inc. Cayman Islands
Triton Resources (UK) Limited U.K.
Triton Resources Argentina, Inc. Cayman Islands
Triton Tunisia, Inc. Cayman Islands
Triton Ventures, Inc. Cayman Islands
Also own 50% of Triton International Oil Corporation, a Cayman
Islands company, which owns 100% of:
Triton Oil Company of Thailand (JDA) Limited, incorporated in Cayman
Islands and qualified in Malaysia, Thailand, and
Triton Oil Company of Thailand Ltd. Co., incorporated in Texas and
qualified in Thailand, which owns 50% of :
Carigali-Triton Operating Co. SDN.BHD, a Malaysia corporation