Exhibit 10.49
SUPPLEMENTAL INDENTURE, dated as of April 17, 1997, by and between
Triton Energy Corporation, a Delaware corporation (the "TEL"), Triton Energy
Limited, a Cayman Islands company ("TEL", and together with TEC, the
"Companies"), as Guarantor, and The Chase Manhattan Bank, as trustee (the
"Trustee").
W I T N E S S E T H :
WHEREAS, the Companies and the Trustee have heretofore executed and
delivered an Indenture, dated as of November 13, 1992, as amended and restated
as of July 1, 1993 and March 25, 1996 (the "Indenture"), providing for the
issuance of Senior Subordinated Discount Notes due 1997 (the "Securities") of
TEC;
WHEREAS, there is currently outstanding under the Indenture
approximately $210 million aggregate principal amount of the Securities;
WHEREAS, Section 9.02 of the Indenture provides that the Companies
and the Trustee may, with the consent of the Holders of a majority of the
aggregate principal amount of the outstanding Securities, enter into a
supplemental indenture for the purpose of amending the Indenture;
WHEREAS, the Companies have offered to purchase for cash any and all
of the outstanding Securities upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement dated April
3, 1997, as the same may be amended, supplemented or modified (the "Offer");
WHEREAS, the Offer is conditioned upon, among other things, certain
proposed amendments to the Indenture (the "Proposed Amendments") having been
approved by a majority in aggregate principal amount of the outstanding
Securities (and a supplemental indenture in respect thereof having been
executed and delivered) with the effectiveness of such Proposed Amendments
with respect to the Securities being subject only to the acceptance for
payment by the Companies of the Securities representing a majority in
aggregate principal amount at maturity of the outstanding Securities pursuant
to the Offer (the "Acceptance");
WHEREAS, the Companies have received and delivered to the Trustee
the requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, each of TEC and TEL has been authorized by a resolution of
its Board of Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the
Indenture and by the certificate of incorporation and by-laws of TEC and the
memorandum and articles of association of TEL to make this Supplemental
Indenture a valid and binding agreement for the purposes expressed herein, in
accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and for other good and valuable consideration
the receipt of which is hereby acknowledged, and for the equal and
proportionate benefit of the Holders of the Securities, the Companies and the
Trustee hereby agree as follows:
ARTICLE ONE
Section 1.01. Definitions.
Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.
ARTICLE TWO
Section 2.01. Amendment of Section 1.01. Effective upon, and subject
only to, the Acceptance, the provisions of Section 1.01 of the Indenture are
amended by deleting the following definitions: "Acquired Indebtedness";
"Asset Sale"; "Average Quoted Price"; "Consolidated Net Income"; "Consolidated
Net Worth"; "Currency Agreement"; "Intercompany Agreement"; "Investment";
"Permitted Indebtedness"; "Permitted Investments"; and "Quoted Price".
Section 2.02 Amendment of Section 5.01. Effective upon, and subject
only to, the Acceptance, the provisions of Section 5.01 of the Indenture are
amended by deleting the text of clause (c) thereto in its entirety and
inserting in lieu thereof the phrase "[intentionally omitted]".
Section 2.03. Amendment of Section 8.01. Effective upon, and subject
only to, the Acceptance, the provisions of Section 8.01 of the Indenture are
amended by:
(a) deleting the text of clause (3) thereto in its entirety and inserting
in lieu thereof the phrase "[intentionally omitted]"; and
(b) deleting the text of clause (4) thereto in its entirety and inserting
in lieu thereof the phrase "[intentionally omitted]".
Section 2.04. Amendment of Section 10.07. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.07 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.05. Amendment of Section 10.08. Effective upon, and subject
only to, the Acceptance, the provisions of Section 10.08 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.06. Amendment of Section 10.09. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.09 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.07. Amendment of Section 10.10. Effective upon, and subject
only to, the Acceptance, the provisions of Section 10.10 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.08. Amendment of Section 10.11. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.11 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.09. Amendment of Section 10.12. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.12 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.10. Amendment of Section 10.15. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.15 of the Indenture are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.11. Amendment of Section 10.16. Effective upon, and subject only
to, the Acceptance, the provisions of Section 10.16 of the Indenture are
amended by deleting the text of clause (a) of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
Section 2.12 Amendment to Section 12.04. Effective upon, and subject
only to, the Acceptance, the provisions of Section 12.04 of the Indenture are
amended by deleting the text of clause (3) thereto in its entirety and
inserting in lieu thereof the phrase "[intentionally omitted]".
ARTICLE THREE
Section 3.01. Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions
and conditions of the Indenture and the Securities outstanding thereunder
shall remain in full force and effect.
Section 3.02. Construction of Supplemental Indenture.
The Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New
York.
Section 3.03. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of this Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939
as in force at the date as of which this Supplemental Indenture is executed,
the provision required by said Act shall control.
Section 3.04. Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken
as the statements of the Companies, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture.
Section 3.05. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
TRITON ENERGY LIMITED, as Guarantor
By: /s/
Name:
Title:
TRITON ENERGY CORPORATION, as
Issuer
By: /s/
Name:
Title:
THE CHASE MANHATTAN BANK, as
Trustee
By: /s/
Name:
Title:
STATE OF ________ )
) SS.:
COUNTY OF _______ )
On the 17th day of April, 1997, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and
say that he/she is _____________________ of Triton Energy Limited, the company
described in and which executed the foregoing instrument; and that he/she
signed his/her name thereto by like authority.
__________________________________
Notary Public, State of __________
STATE OF ___________ )
) SS.:
COUNTY OF ___________ )
On the 17th day of April, 1997, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and
say that he/she is _____________________ of Triton Energy Corporation, a
corporation described in and which executed the foregoing instrument; and that
he/she signed his/her name thereto by like authority.
__________________________________
Notary Public, State of __________
STATE OF ___________ )
) SS.:
COUNTY OF ___________ )
On the 17th day of April, 1997, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and
say that he/she is _____________________ of The Chase Manhattan Bank, a
corporation described in and which executed the foregoing instrument; and that
he/she signed his/her name thereto by like authority.
__________________________________
Notary Public, State of __________