Exhibit 10.61
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "Third Amendment") is
entered into as of the 30th day of September, 1997, by and among Triton Energy
Limited, a Cayman Islands corporation ("TEL"), 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 S E T H:
WHEREAS, TEL, Triton Energy Corporation, a Delaware corporation ("TEC"),
Administrative Agent, Documentary Agent, Co-Agents and the Banks entered into
that certain Credit Agreement dated as of August 30, 1996 (as amended by a
First Amendment to Credit Agreement dated as of April 4, 1997 and an Agreement
to Release Triton Energy Corporation and Second Amendment to Credit Agreement
dated as of July 21, 1997, each by and among TEL, TEC, Administrative Agent,
Documentary Agent, Co-Agents and the Banks, 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 as
amended hereby); and
WHEREAS, pursuant to the Credit Agreement the Banks made a Loan to TEL
and TEC, and certain Issuers issued certain Letters of Credit on behalf of TEL
and TEC; and
WHEREAS, pursuant to a Release dated August 1, 1997, executed by each
Agent and each Bank, TEC was released from its obligations as a Borrower under
the Credit Agreement; and
WHEREAS, TEL has 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, TEL,
each Agent and each Bank hereby agree as follows:
Section 1. Amendments. Subject to the satisfaction of the condition
precedent set forth in Section 3 hereof and in reliance on the
representations, warranties, covenants and agreements contained in this Third
Amendment, the Credit Agreement shall be amended, in the manner provided in
this Section 1 effective as of September 30, 1997; provided, that, the
amendment to the definition of "Consolidated Current Liabilities" set forth in
Section 1.1 hereof shall be effective as of July 1, 1997.
1.1 Amendment to Definitions. The definition of "Consolidated
Current Liabilities" and "Loan Papers," contained in Section 1.1 of the Credit
Agreement shall be amended to read in full as follows:
"Consolidated Current Liabilities" means, for any Person at any time, (a)
the current liabilities of such Person and its Consolidated Subsidiaries at
such time, minus, (b) in the case of TEL and its Subsidiaries (I) the current
portion of Debt of any such Person described under clause (a) of the
definition of "Debt") herein contained, and (ii) liabilities under the
Existing Advance Payment Contract which are not past due.
"Loan Papers" means this Agreement, the First Amendment, the
certificates, documents or instruments delivered in connection with this
Agreement, as the foregoing may be amended from time to time.
1.2 Amendment to Section 8.1(a). Section 8.1(a) of thee Credit Agreement
shall be amended to read in full as follows:
"(a) During the period from and including the Closing Date to but
excluding March 31, 1998, TEL, will not, nor will TEL permit any of its
Subsidiaries to, incur, become or remain liable for any Debt or Advance
Payment Contract Liabilities which causes the sum of (i) the aggregate total
Debt of TEL and its Subsidiaries and (ii) the aggregate total Advance Payment
Contract Liabilities of TEL and its Subsidiaries, in each case on a
consolidated basis, to exceed $650,000,000."
1.3. Amendment to Section 8.1(b). Section 8.1(b) of the Credit Agreement
shall be amended to read in full as follows:
(Intentionally Omitted)
1.4 Amendment to Section 8.1(c). Section 8.1(c) of the Credit Agreement
shall be amended to delete the words "Production Milestone Date" in the first
line thereof and to insert in place thereof "March 31, 1998".
1.5 Amendment to Section 8.1(d). Section 8.1(d) of the Credit Agreement
shall be amended to read in full as follows:
"(d) TEL will not permit TEC or any Subsidiary of TEC to incur,
become or remain liable for any Debt other than (i) Permitted ECA Debt, (ii)
Debt under Hedge Transactions provided that the Net Hedge Transaction Exposure
for all Hedge Transactions to which TEC and Subsidiaries of TEC are parties
shall not exceed $5,000,000 at any time, (iii) other Debt incurred prior to
September 24, 1997 or after September 24, 1997, but pursuant to binding
commitments entered into prior to September 24, 1997, not to exceed
$10,000,000 outstanding at any time in the aggregate, and (iv) Debt owed to
TEL or any of its Subsidiaries."
1.6 Amendment to Section 8.1(e). Section 8.1(e) of the Credit Agreement
shall be amended to revise clause (iii) thereof to read in full as follows:
"(iii) other Debt incurred prior to September 24, 1997, or after
September 24, 1997, but pursuant to binding commitments entered into before
September 24, 1997, not to exceed, $10,000,000 outstanding at any time in the
aggregate."
1.7 Amendment to Section 8.1(g). Section 8.1(g) of the Credit Agreement
shall be amended to read in full as follows:
"(g) From and after the Closing Date, neither Borrower will incur or
become liable for any Debt (other than the Obligations), or permit any
Subsidiary of either Borrower to incur or become liable for any Debt which
requires any mandatory payment, prepayment, retirement, redemption, defeasance
or repurchase of principal of such Debt (including any Debt payable upon
demand) to be made at any time prior to April 30, 1998 other than (i)
Refinancing Debt, (ii) subject to clause (f) above, Debt of TEL or any of its
Subsidiaries owed to TEL or any other of its Subsidiaries, (iii) Preceding,
Debt entered into before September 24, 1997, or after September 24, 1997 but
pursuant to binding commitments entered into before September 24, 1997 in an
aggregate principal amount outstanding at any time not exceeding $10,000,000."
1.8 Amendment to Section 8.1 to add Subsections (i) and (j). Section 8.1
shall be amended to add new subsections (i) and (j) thereto which shall read
as follows:
"(i) From and after September 24, 1997 TEL will not, and TEL will not
permit any of its Subsidiaries to incur any Debt, pursuant to any loan
agreement, credit agreement, promissory notes, indenture or other agreement
evidencing, governing or otherwise pertaining to Debt of TEL or any of its
Subsidiaries (any "Debt Instrument") if (a) the financial covenants or events
of default contained in such Debt Instrument (or other provisions which,
although characterized differently have the effect of being a financial
covenant or event of default) are less favorable (individually and not in the
aggregate) to TEL and its Subsidiaries than the financial covenants and events
of default set forth herein and in the other Loan Papers, or (b) such Debt
Instrument includes financial covenants or events of default (or other
provision which, although characterized differently, have the effect of being
a financial covenant or event of default) which are not contained in this
Agreement, unless such different financial covenants, events of default or
other provisions, by their express terms, are not operative until this
Agreement has been terminated and the Obligations have been paid in full."
"(j) Promptly following execution of the Third Amendment TEL will
provide true and correct copies of all Debt Instruments to which it or any of
its Subsidiaries is a party to each Bank. Thereafter, promptly following its
execution of any Debt Instrument by TEL or any of its Subsidiaries, TEL will
provide a true and correct copy of such Debt Instrument to each Bank."
Section 2. Representations and Warranties of Borrower. To induce the
Banks and Agents to enter into this Third Amendment, TEL hereby represents and
warrants to each Bank and each Agent as follows:
(a) Each representation and warranty of TEL contained in the Credit
Agreement and the other Loan Papers will be true and correct after giving
effect to the amendments set forth in Section 1 hereof.
(b) The execution, delivery and performance by TEL of this Third
Amendment are within TEL's corporate powers, have been duly authorized by
necessary corporate action, require no action by or in respect of, or filing
with, any Governmental Authority, do not violate or constitute a default under
any provision of Law or any agreement binding upon TEL or any of its Material
Subsidiaries or result in the creation or imposition of any Lien upon any of
the assets of TEL or any of its Subsidiaries other than Permitted
Encumbrances.
(c) This Third Amendment constitutes the valid and binding obligation
of TEL enforceable against TEL 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) TEL has no defense to payment, counterclaim or right of set-off
with respect to the Obligations existing on the date hereof.
Section 3. Conditions Precedent to Amendment. The effectiveness of
the amendments to the Credit Agreement contained in Section 1of this Third
Amendment are subject to the payment by TEL to Administrative Agent for the
ratable benefit of the Banks of an Amendment Fee in the amount of $156,250.
TEL acknowledges that such fee is payable to compensate the Banks for
evaluating and underwriting this Third Amendment and does not constitute
consideration for the use, forbearance or detention of money.
Section 4. Miscellaneous.
4.1 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.
4.2 Parties in Interest. All of the terms and provisions of this
Third Amendment shall bind and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
4.3 Legal Expenses. TEL hereby agrees 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 Third Amendment and all related documents.
4.4 Counterparts. This Third Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however,
no party shall be bound by this Third Amendment until all parties have
executed a counterpart. Facsimiles shall be effective as originals.
4.5 Complete Agreement. THIS THIRD 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 SUBSEQUEN
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
4.6 Headings. The headings, captions and arrangements used in this
Third Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Third
Amendment, nor affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed by their respective authorized officers as of the date and
year first above written.
TRITON ENERGY LIMITED,
a Cayman Islands company
By: __________________________
Its: __________________________
ADMINISTRATIVE AGENT:
NATIONSBANK OF TEXAS, N.A.
By: __________________________
Its: __________________________
DOCUMENTARY AGENT:
BARCLAYS BANK PLC
By: __________________________
Its: __________________________
CO-AGENTS:
MEESPIERSON N.V.
By: __________________________
Name: ________________________
Title: _________________________
THE CHASEMANHATTAN BANK
By: __________________________
Name: ________________________
Title: _________________________
BANKS:
NATIONSBANK OF TEXAS, N.A.
By: __________________________
Name: ________________________
Title: _________________________
BARCLAYS BANK PLC
By: __________________________
Name: ________________________
Title: _________________________
THE CHASE MANHATTAN BANK
By: __________________________
Name: ________________________
Title: _________________________
MEESPIERSON N.V.
By: __________________________
Name: ________________________
Title: _________________________
SOCIETE GENERALE
SOUTHWEST AGENCY
By: __________________________
Name: ________________________
Title: _________________________