Exhibit 10.54
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "First Amendment") is
entered into as of the 4th day of April, 1997, by and among Triton Energy
Limited, a Cayman Islands corporation ("TEL"), Triton Energy Corporation, a
Delaware corporation ("TEC"), NationsBank of Texas, N.A., as Administrative
Agent ("Administrative Agent"), Barclays Bank PLC, as Documentary Agent,
("Documentary Agent"), MeesPierson, N.V. and The Chase Manhattan Bank as
Co-Agents ("Co-Agents"), and NationsBank of Texas, N.A., Barclays Bank PLC,
MeesPierson, N.V., The Chase Manhattan Bank and Societe Generale, Southwest
Agency as Banks (the "Banks").
W I T N E S E T H:
WHEREAS, TEL, TEC, Administrative Agent, Documentary Agent, Co-Agents and
the Banks are parties to that certain Credit Agreement dated as of August 30,
1996 (as amended, the "Credit Agreement") (unless otherwise defined herein,
all terms used herein with their initial letter capitalized shall have the
meaning given such terms in the Credit Agreement); and
WHEREAS, pursuant to the Credit Agreement the Banks have made a Loan to
Borrowers, and certain Issuers have issued certain Letters of Credit on behalf
of Borrowers; and
WHEREAS, Borrowers have requested that the Credit Agreement be amended in
certain respects.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrower, each Agent and each Bank hereby agree as follows:
Section 1. Amendments. In reliance on the representations,
warranties, covenants and agreements contained in this First Amendment, the
Credit Agreement is amended effective as of April 4, 1997 in the manner
provided in this Section 1.
1.1. Amendment to Definitions. The definitions of "Consolidated
Current Assets" and "Loan Papers", contained in Section 1.1 of the Credit
Agreement are hereby amended to read in full as follows:
"Consolidated Current Assets" means, for any Person at any time, the sum
of (a) the consolidated current assets of such Person and its Consolidated
Subsidiaries including accounts or notes receivable (if properly reserved in
accordance with GAAP), but excluding (i) prepaid expenses, (ii) assets held
for resale (other than marketable securities and Hydrocarbons), and (iii)
Restricted Cash, plus (b) in the case of TEL and its Consolidated
Subsidiaries, Availability at such time.
"Loan Papers" means this Agreement, the First Amendment, the Notes and
all other certificates, documents or instruments delivered in connection with
this Agreement, as the foregoing may be amended from time to time.
1.2 Additional Definitions. Section 1.1 of the Credit Agreement is
hereby amended to add (in alphabetical order) the following defined terms:
"1997 Debt Offering" means the offering by Borrowers of $400,000,000
principal amount of senior notes expected to be completed in April 1997 (a)
$200,000,000 of which shall have a maturity date no earlier than five (5)
years from the issue date, (b) $200,000,000 of which shall have a maturity
date no earlier than eight (8) years from the issue date, (c) none of which
shall require amortization of principal or any mandatory redemption,
repurchase or defeasance prior to the earlier of maturity or eight (8) years
from the issue date, and (d) which shall be substantially on the terms set
forth in the 1997 Debt Offering Preliminary Prospectus, provided that (e) such
offering may be increased by up to $80,000,000 in the aggregate on
substantially similar terms as set forth in clause (a) through (d) above,
where the proceeds of such increase would be applied solely to the repayment
of the Loan.
"1997 Debt Offering Preliminary Prospectus" means that certain
Preliminary Prospectus of TEL and TEC dated on or about March 28, 1997
relating to the issuance of $400,000,000 of debt securities.
"Permitted Redemption of 1997 Notes and 9 3/4% Notes" means the
redemption by Borrowers of 1997 Notes and 9 3/4% Notes with proceeds of the
1997 Debt Offering which shall include the tender for or other purchase of the
1997 Notes and the 9 3/4% Notes and or the defeasance of such notes; provided,
that such redemption shall constitute a "Permitted Redemption of 1997 Notes
and 9 3/4% Notes" to the extent that (a) the 1997 Debt Offering is completed
prior to April 30, 1997, and (b) such redemption is completed prior to January
31, 1998.
"Restricted Cash" means cash held by or on behalf of TEC or TEL which (a)
constitutes proceeds from the 1997 Debt Offering, (b) is being held by TEC or
TEL to fund the Permitted Redemption of 1997 Notes and 9 3/4% Notes, and (c)
until utilized to fund such Permitted Redemption of 1997 Notes and 9 3/4%
Notes, is either (i) deposited with and held by the paying agent for such
Permitted Redemption of 1997 Notes and 9 3/4% Notes, or (ii) maintained in an
account on deposit with Administrative Agent established for such purpose and
segregated from Borrowers' and their Subsidiaries' other funds.
1.3 Additional Affirmative Covenant. Article VII of the Credit
Agreement is hereby amended to add the following Section 7.11.
SECTION 7.11. Proceeds of 1997 Debt Offering. The proceeds from
the 1997 Debt Offering shall be used to (i) first, establish Restricted Cash
in a sufficient amount to redeem all 1997 Notes and 9 3/4% Notes, (ii) second,
to prepay the Loan pursuant to Section 2.6, and (iii) third, to the extent
of any remaining proceeds after application in accordance with clause (i) and
(ii) preceding, for any other proper purposes consistent with this Agreement.
All Restricted Cash established pursuant to this Section 7.11 shall be
applied to redeem all 1997 Notes and 9 3/4% Notes before January 31, 1998.
1.4 Amendment to Section 8.1. Section 8.1 is hereby amended to add
a new subsection (h) thereto which shall read in full as follows:
"(h) Notwithstanding anything contained inSubsections 8.1(a), (b)
or(c) above, Debt outstanding under the 1997 Notes and the 9 3/4% Notes
will not be considered "Debt" solely for purposes of computing compliance with
such Subsections 8.1(a), (b) and (c) to the extent that (a) Borrowers have
completed the 1997 Debt Offering, (b) Borrowers intend to redeem all of such
1997 Notes and 9 3/4% Notes pursuant to a Permitted Redemption of 1997 Notes
and 9 3/4% Notes, and (c) Borrowers hold Restricted Cash in an amount
sufficient to fully fund such redemption."
1.5 Amendment to Section 8.2. Section 8.2 of the Credit Agreement
shall be amended to read in full as follows:
"SECTION 8.2.Restricted Payments . Neither Borrower will, nor will
either Borrower permit any of its Subsidiaries to, make any Restricted Payment
or enter into any agreement which obligates any such Persons to make any such
Restricted Payment; provided, that so long as no Default or Event of Default
has occurred which is continuing or will result therefrom, (a) TEL may pay
dividends on the TEL Preferred Stock in an amount not to exceed $1,000,000 in
any Fiscal Year, (b) TEL may repurchase shares of its common stock from
individual shareholders holding less than 100 shares for an aggregate
consideration not exceeding $25,000 in any Fiscal Year, (c) subject
toSection 8.1 TEL and its Subsidiaries may complete the Permitted
Redemption of 1997 Notes and 9 3/4% Notes and may otherwise purchase,
repurchase, redeem, retire or defease any Debt with respect to which TEL or
any of its Subsidiaries is the obligor within eighteen (18) months of the
scheduled maturity thereof (i) with proceeds of Debt securities (other than
the Obligations) issued to Persons other than TEL and its Subsidiaries after
the Closing Date or with proceeds of equity securities issued to Persons other
than TEL and its Subsidiaries after the Closing Date (such Restricted Payments
to be made substantially simultaneously with the receipt of such proceeds
except with respect to the Permitted Redemption of 1997 Notes and 9 3/4%
Notes), and (ii) with proceeds of the Loan and from other available cash;
provided, that the aggregate amount of all Restricted Payments made pursuant
to this clause (c) (ii) shall not exceed the Restricted Payment Limit. As
used herein, "Restricted Payment Limit" means (w) $50,000,000 minus (x) the
aggregate amount of the Restricted Payments made pursuant to clause (ii)
ofSection 8.2(c) on or after the Closing Date, (y) minus $9,005,000 in
respect of repurchases of 1997 Notes prior to the Closing Date, plus (z) net
proceeds to TEL and its Subsidiaries of Debt and equity securities (other than
the Obligations) issued to Persons other than TEL and its Subsidiaries after
the Closing Date and not utilized to make Restricted Payments pursuant to
clause (i) ofSection 8.2(c); provided, that (i) in no event shall this
clause (z) operate to increase the Restricted Payment Limit to an amount
greater than $50,000,000 at any time, and (ii) proceeds of any issue of Debt
or equity securities in excess of the amount necessary to replenish the
Restricted Payment Limit to $50,000,000 shall not be carried forward and
utilized to replenish the Restricted Payment Limit at any date subsequent to
the date of receipt of such proceeds."
Section 2. Representations and Warranties of Borrower. To
induce the Banks and Agents to enter into this First Amendment, each Borrower
hereby jointly and severally represents and warrants to each Bank and each
Agent as follows:
(a) Each representation and warranty of each Borrower contained in
the Credit Agreement and the other Loan Papers is true and correct on the date
hereof and will be true and correct after giving effect to the amendments set
forth inSection 1 hereof.
(b) The execution, delivery and performance by each Borrower of this
First Amendment are within such Borrower's corporate powers, have been duly
authorized by necessary action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not violate or
constitute a default under any provision of applicable law or any agreement
binding upon either Borrower, or any of the Subsidiaries of either Borrower or
result in the creation or imposition of any Lien upon any of the assets of
Borrower or the Subsidiaries of either Borrower other Permitted Encumbrances.
(c) This First Amendment constitutes the valid and binding obligation
of each Borrower enforceable against each Borrower in accordance with its
terms, except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general application.
(d) Neither Borrower has any defenses to payment, counterclaim or
right of set-off with respect to the Obligations existing on the date hereof.
Section 3. Miscellaneous.
3.1 Reaffirmation of Loan Papers. Any and all of the terms and
provisions of the Credit Agreement and the Loan Papers shall, except as
amended and modified hereby, remain in full force and effect.
3.2 Parties in Interest. All of the terms and provisions of this
First Amendment shall bind and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
3.3 Legal Expenses. Borrowers hereby agree to pay on demand all
reasonable fees and expenses of counsel to Administrative Agent incurred by
Administrative Agent in connection with the preparation, negotiation and
execution of this First Amendment and all related documents.
3.4 Counterparts. This First Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however,
no party shall be bound by this First Amendment until all parties have
executed a counterpart. Facsimiles shall be effective as originals.
3.5 Complete Agreement. THIS FIRST AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
3.6 Headings. The headings, captions and arrangements used in
this First Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this First
Amendment, nor affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their respective authorized officers on the date and
year first above written.
BORROWERS:
TRITON ENERGY LIMITED,
a Cayman Islands company
By: /s/
Peter Rugg,
Senior Vice President and Chief
Financial Officer
TRITON ENERGY CORPORATION,
a Delaware corporation
By: /s/
Peter Rugg,
Vice President
BANKS:
NATIONSBANK OF TEXAS, N.A.
By: /s/
Name:
Title:
BARCLAYS BANK PLC
By: /s/
Name:
Title:
THE CHASE MANHATTAN BANK
By: /s/
Name:
Title:
MEESPIERSON N.V.
By: /s/
Name:
Title:
SOCIETE GENERALE SOUTHWEST
AGENCY
By: /s/
Name:
Title:
ADMINISTRATIVE AGENT:
NATIONSBANK OF TEXAS, N.A.
By: /s/
Name:
Title:
DOCUMENTARY AGENT:
BARCLAYS BANK PLC
By: /s/
Name:
Title:
CO-AGENTS:
MEESPIERSON N.V.
By: /s/
Name:
Title:
THE CHASE MANHATTAN BANK
By: /s/
Name:
Title: