EXHIBIT 10.37
AMENDMENT NO. 3
TO CREDIT AGREEMENT
This Amendment No. 3 (this "Amendment") dated as of __________________,
1997, to the Credit Agreement (as hereinafter defined) is hereby entered into
among Triton Colombia, Inc., Triton Energy Corporation, NationsBank N.A.
(Carolinas) ("Lender"), and the Export-Import Bank of the United States
("Eximbank").
WHEREAS, that certain Agreement and Plan of Merger ("Merger Agreement")
dated as of February 8, 1996, was entered into by and among Triton Energy
Corporation, a Delaware corporation ("Triton Delaware"), Triton Energy
Limited, a Cayman Island company and a wholly-owned subsidiary of Triton
Delaware ("Triton Cayman") and TEL Merger Corporation, a Delaware corporation
and a newly formed wholly-owned subsidiary of Triton Cayman;
WHEREAS, the Merger Agreement provides for the reorganization of Triton
Delaware, Triton Cayman and TEL Merger Corporation (the "Reorganization"), in
which TEL Merger Corporation merges into Triton Delaware, with Triton Delaware
as the surviving corporation, and whereby Triton Cayman becomes the parent
holding company of Triton Delaware;
WHEREAS, the Board of Directors of Triton Delaware called a Special
Meeting of Stockholders on March 25, 1996, at which the stockholders of
Triton Delaware adopted and approved the Reorganization proposed by the Board
of Directors pursuant to the terms of the Merger Agreement;
WHEREAS, under Section 9.05(b) of the Credit Agreement (as hereinafter
defined), Triton Delaware covenanted and agreed to provide Eximbank and Lender
a copy of its annual consolidated financial statements, including its balance
sheet, statement of income, and statement of cash flow, all to be audited by
an independent accounting firm acceptable to Eximbank.
THEREFORE, in consideration of the premises and the noted agreement
contained herein, and for other good and valuable consideration, the receipt
and sufficiency which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Capitalized Terms. All capitalized terms shall have the
meaning set forth in the credit agreement among Triton Colombia, Inc., Triton
Energy Corporation, Lender and Eximbank (the "Credit Agreement").
Section 2. Amendments to the Credit Agreement. Subject to, and
effective upon the occurrence of the conditions set forth in Section 3 below,
each of the parties hereto agree that the Credit Agreement shall be amended as
follows:
The first and second sentences of Section 9.05(b) of the Credit Agreement
shall be deleted and the following sentences shall be inserted:
"Beginning with the 1997 fiscal year and continuing until all amounts
owing under this Agreement and the Note(s) have been paid in full, furnish to
the Lender and Eximbank, within 180 days after the end of its fiscal year, a
copy of the annual consolidated financial statements of its parent holding
company, Triton Energy Limited, a Cayman Islands company ("Triton Cayman"),
including its balance sheet, statement of income, and statement of cash flow,
for that fiscal year, all of which shall have been audited by an independent
accounting firm acceptable to Eximbank. All financial reports of Triton
Cayman to be submitted to the Lender or Eximbank shall be prepared in
accordance with generally accepted accounting principles in the United States
consistently applied ("GAAP"), shall be in the English language (or
accompanied by an accurate English translation), shall include the auditor's
opinion and any accompanying notes and shall fairly present the financial
condition of Triton Cayman and the results of its operations for the periods
covered. Beginning with the 1997 fiscal year and continuing until all amounts
owing under this Agreement and the Note(s) have been paid in full, furnish to
the Lender and Eximbank, within 180 days after the end of its fiscal year, a
copy of its internally generated unaudited annual financial statements,
including its balance sheet, statement of income, and statement of cash flow,
for that fiscal year, all of which shall be prepared in accordance with GAAP
(subject to the absence of footnotes).
Section 3. Condition to Effectiveness. The Amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon the satisfaction of the following condition to effectiveness:
Amendment No. 3. Eximbank shall have received this Amendment, duly
executed and delivered by Triton Colombia, Inc., Triton Energy Corporation,
the Lender and Eximbank.
Section 4. Documents Otherwise Unchanged. Except as herein provided and
as provided in Amendment Nos. 1 and 2 to Credit Agreement, the Credit
Agreement shall remain unchanged and in full force and effect.
Section 5. Counterparts. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
Section 6. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
Section 7. Governing Law. This Amendment shall be deemed to be a
contract made under the law of the State of New York, United States of
America, applicable to contracts entered into and to be performed entirely
within such State, and for all purposes shall be governed by, and construed in
accordance with the law of such State.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the date first above written.
TRITON COLOMBIA, INC. NATIONSBANK, N.A. (CAROLINAS)
By:_________________________________ By:__________________________
(Signature) Kathleen M. Gibson
Senior Vice President
Name:____________________________
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Title:____________________________
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EXPORT-IMPORT BANK OF THE TRITON ENERGY CORPORATION
UNITED STATES
By:_______________________________ By: __________________________
(Signature) (Signature)
Name:____________________________ Name:_________________________
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Title:___________________________ Title:_______________________
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