EXHIBIT 10.60
AMENDED AND RESTATED SECOND SUPPLEMENTAL INDENTURE
AMENDED AND RESTATED SECOND SUPPLEMENTAL INDENTURE, dated as of July
25, 1997 (this "Supplemental Indenture"), between Triton Energy Limited, a
Cayman Islands company (the "Issuer"), and The Chase Manhattan Bank, a New
York banking corporation, as trustee (the "Trustee"), amending and restating
in its entirety the Second Supplemental Indenture dated as of April 10, 1997
(the "Original Second Supplemental Indenture"), among the Issuer, Triton
Energy Corporation, a Delaware corporation and a wholly owned subsidiary of
the Issuer ("TEC"), and the Trustee.
W I T N E S S E T H:
WHEREAS, the Issuer, TEC, and the Trustee duly executed the Senior
Indenture dated as of April 10, 1997 (the "Original Indenture") in connection
with the issuance from time to time, on a joint and several basis, of the
Issuer's and TEC's unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series;
WHEREAS, the Issuer, TEC and the Trustee duly executed the Original
Second Supplemental Indenture, which Original Second Supplemental Indenture
amended and supplemented the Original Indenture in connection with the
issuance by the Issuer and TEC, on a joint and several basis, of $200,000,000
aggregate principal amount of 9 1/4% Senior Notes due 2005 (the "Notes");
WHEREAS, the Original Second Supplemental Indenture provided for the
release of TEC from its obligations under the Original Indenture and the
Notes, without the consent of the Holders of the Notes, if (i) (A) no more
than $25,000,000 in aggregate principal amount of TEC's Senior Subordinated
Discount Notes due 1997 (the "1997 Notes") and TEC's 9-3/4% Senior
Subordinated Discount Notes due 2000 (the "9 3/4% Notes"), taken together,
were no longer outstanding or (B) the Issuer or any successor to the Issuer
assumed the obligations of TEC under the 1997 Notes and the 9 3/4% Notes and
(ii) the Issuer or any successor of the Issuer assumed the obligations of TEC
under the Notes;
WHEREAS, as of the date hereof, no 1997 Notes and $854,000 aggregate
principal amount of the 9 3/4% Notes remain outstanding;
WHEREAS, TEC and the Issuer desire that TEC be released from its
obligations under the Original Indenture and the Notes and the Issuer assume
such obligations;
WHEREAS, in connection with the release of TEC from its obligations under
the Notes and the execution by the Issuer and the Trustee on the date hereof
of an Amended and Restated Senior Indenture dated as of the date hereof,
amending and restating the Original Indenture in its entirety (such amended
and restated senior indenture referred to herein as the "Indenture"), the
Issuer has requested the Trustee and the Trustee has agreed to join in the
execution of this Supplemental Indenture in accordance with the terms of
Section 8.1 of the Indenture and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained, the Issuer and the Trustee mutually covenant and
agree for the equal and proportionate benefit of the Holders from time to time
of the Notes as follows:
SECTION 1. Amendments to the Indenture Relating to the Notes.
1.1 Amendments to Article One of the Indenture
(Definitions). Article One of the Indenture is hereby amended in respect of
the Notes and only in respect of the Notes as follows:
(a) by adding thereto the following new definitions in their
appropriate alphabetical order:
"Additional Amounts" has the meaning set forth in Section 13.1
"Attributable Indebtedness" means, with respect to any particular
lease under which any Person is at the time liable and at any date as of which
the amount thereof is to be determined, the present value of the total net
amount of rent required to be paid by such Person under the lease during the
primary term thereof, without giving effect to any renewals at the option of
the lessee, discounted from the respective due dates thereof to such date at
the rate of interest per annum implicit in the terms of the lease. As used in
the preceding sentence, the net amount of rent under any lease for any such
period shall mean the sum of rental and other payments required to be paid
with respect to such period by the lessee thereunder excluding any amounts
required to be paid by such lessee on account of maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges. In the case of
any lease which is terminable by the lessee upon payment of a penalty, such
net amount ofrent shall also include the amount of such penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated.
"Currency Hedge Obligations" means, at any time as to any Person,
the obligations of such Person at such time that were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its Subsidiaries' exposure
to fluctuations in foreign currency exchange rates.
"Funded Indebtedness" means all the Indebtedness (including
Indebtedness incurred under any revolving credit, letter of credit or working
capital facility) that matures by its terms, or that is renewable at the
option of any obligor thereon to a date, more than one year after the date on
which such Indebtedness is originally incurred.
"Interest Rate Hedging Agreements" means, with respect to any
Person, the obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements
and (ii) other agreements or arrangements designed to protect such Person or
any of its Subsidiaries against fluctuations in interest rates.
"Non-U.S. Restricted Subsidiary" has the meaning set forth in
Section 5(e).
"Notes" means the Issuer's 9 1/4% Senior Notes due 2005, which Notes
shall be substantially in the form of Exhibit A hereto.
"Oil and Gas Hedging Contracts" means any oil and gas purchase or
hedging agreement, and other agreement or arrangement, in each case, that is
designed to provide protection against oil and gas price fluctuations.
"Ordinary Course Lien" means:
(a) Liens for taxes, assessments or governmental charges or
levies on the property of the Issuer or any Restricted Subsidiary if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith by appropriate proceedings;
(b) Liens imposed by law, such as carriers', warehousemen's,
landlords' and mechanics' liens and other similar liens arising in the
ordinary course of business which secure obligations not morethan 60 days past
due or which are being contested in good faith by appropriate proceedings;
(c) Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation;
(d) Utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material way affect the marketability of the same or interfere with the
use thereof in the ordinary course of business of the Issuer and the
Restricted Subsidiaries;
(e) Liens arising under operating agreements or similar
agreements in respect of obligations which are not yet due or which are being
contested in good faith by appropriate proceedings;
(f) Liens reserved in oil, gas and/or mineral leases, production
sharing contracts and petroleum concession agreements and licenses for bonus
or rental payments and for compliance with the terms of such leases,
contracts, agreements and licenses;
(g) Liens pursuant to partnership agreements, oil, gas and/or
mineral leases, production sharing contracts, petroleum concession agreements
and licenses, farm-out agreements, division orders, contracts for the sale,
purchase, exchange, processing or transportation of oil, gas and/or other
hydrocarbons, unitization and pooling declarations and agreements, operating
agreements, development agreements, area of mutual interest agreements, and
other agreements which are customary in the oil, gas and other mineral
exploration, development and production business and in the business of
processing of gas and gas condensate production for the extraction of products
therefrom;
(h) Liens on personal property (excluding the capital stock of
any Restricted Subsidiary) securing Indebtedness of the Issuer or any
Restricted Subsidiary other than Funded Indebtedness; and
(i) Liens imposed by law or order as a result of any proceeding
before any court or regulatory body that is being contested in good faith, and
Liens which secure a judgment or other court-ordered award or settlement as to
which the Issuer has not exhausted its appellate rights.
"Redemption Date" when used with respect to any Note to be redeemed
pursuant to Article Twelve of the Indenture, means the date fixed for such
redemption by or pursuant to such Article.
"Redemption Price" when used with respect to any Note to be redeemed
pursuant to Article Twelve of the Indenture, means the price at which such
Note is to be redeemed pursuant to such Article.
"Restricted Subsidiary" means (i) any Subsidiary of the Issuer which
owns or leases (as lessor or lessee) (A) any property owned or leased by the
Issuer or any Subsidiary, or any interest of the Issuer or any Subsidiary in
property which is considered by the Issuer to be capable of producing oil or
gas or minerals in commercial quantities or (B) any processing or
manufacturing plant or pipeline owned or leased by the Issuer or any
Subsidiary except any processing or manufacturing plant or pipeline, or
portion thereof, which the Board of Directors in its good faith judgment
determines in a Board Resolution is not material to the business of the Issuer
and its Subsidiaries taken as a whole, or (ii) any Subsidiary designated as a
Restricted Subsidiary by the Board of Directors.
"Sale/Leaseback Transaction" means with respect to the Issuer or any
of its Restricted Subsidiaries, any arrangement with any Person providing for
the leasing by the Issuer or any of its Restricted Subsidiaries of any
principal property, acquired or placed into service more than 180 days prior
to such arrangement, whereby such property has been or is to be sold or
transferred by the Issuer or any of its Restricted Subsidiaries to such
Person.
"U.S. Restricted Subsidiary" has the meaning set forth in Section
5.1(e).
(b) by deleting therefrom the definitions of the following
defined terms in their respective entireties :
"Restricted Subsidiary"
"Unrestricted Subsidiary"
1.2 Amendments to Article Three of the Indenture (Covenants of
the Issuer). Article Three of the Indenture is hereby amended in respect of
the Notes and only in respect of the Notes by deleting therefrom Sections 3.6
and 3.7 and adding thereto the following new Sections 3.6 and 3.7 in their
appropriate numerical order:
SECTION 3.6 Limitations on Liens. The Issuer will not, and will not
permit any Restricted Subsidiary to, issue, assume or guarantee any
Indebtedness for borrowed money secured by any Lien on any property or asset
now owned or hereafter acquired by the Issuer or any Restricted Subsidiary
without making effective provision whereby any and all Notes then or
thereafter outstanding will be secured by a Lien equally and ratably with any
and all other obligations thereby secured for so long as any such obligations
shall be so secured.
The foregoing restriction will not, however, apply to:
(a) Liens existing on the date on which the Notes are originally issued
or provided for under the terms of agreements existing on such date;
(b) Liens on property securing (i) all or any portion of the cost of
exploration, drilling or development of such property; (ii) all or any portion
of the cost of acquiring, constructing, altering, improving or repairing any
property or assets, real or personal, or improvements used or to be used in
connection with such property or (iii) Indebtedness incurred by the Restricted
Subsidiary to provide funds for the activities set forth in clauses (i) and
(ii) above;
(c) Liens securing Indebtedness owed by a Restricted Subsidiary to the
Issuer or to any other Restricted Subsidiary;
(d) Liens on property existing at the time of acquisition of such
property by the Issuer or a Subsidiary or Liens on the property of any
corporation or other entity existing at the time such corporation or other
entity becoming a Restricted Subsidiary or is merged with the Issuer in
compliance with the Indenture and in either case not incurred as a result of
(or in connection with or in anticipation of) the acquisition of such property
or such corporation or other entity becoming a Restricted Subsidiary or being
merged with the Issuer, provided that such Liens do not extend to or cover any
property or assets of the Issuer or any Restricted Subsidiaries other than the
property so acquired;
(e) Liens on any property securing (i) Indebtedness incurred in
connection with the construction, installation or financing of pollution
control or abatement facilities or other forms of industrial revenue bond
financing or (ii) Indebtedness issued or guaranteed by the United States or
any State thereof or any department, agency or instrumentality of either;
(f) any Lien extending, renewing or replacing (or successive extensions,
renewals or replacements of) any Lien of any type permitted under clauses (a)
through (e) above, provided that such Lien extends to or covers only the
property that is subject to the Lien being extended, renewed or replaced;
(g) Ordinary Course Liens;
(h) any Lien resulting from the deposit of moneys or evidence of
indebtedness in trust for the purpose of defeasing Indebtedness of the Issuer
or any Subsidiary; or
(i) Liens (exclusive of any Lien of any type otherwise permitted under
clauses (a) through (h) above) securing Indebtedness of the Issuer or any
Restricted Subsidiary in an aggregate principal amount which, together with
the aggregate amount of Attributable Indebtedness deemed to be outstanding in
respect of all Sale/Leaseback Transactions entered into pursuant to clause (a)
of Section 3.7 (exclusive of any such Sale/Leaseback Transactions otherwise
permitted under clauses (a) through (h) above), does not at the time such
Indebtedness is incurred exceed 15% of Consolidated Net Tangible Assets (as
shown in the most recent consolidated balance sheet of the Issuer and its
Subsidiaries).
The following types of transactions will not be prohibited or otherwise
limited by the foregoing: (i) the sale, granting of Liens with respect to, or
other transfer of, crude oil, natural gas or other petroleum hydrocarbons in
place for a period of time until, or in an amount such that, the transferee
will realize therefrom a specified amount (however determined) of money or of
such crude oil, natural gas or other petroleum hydrocarbons; (ii) the sale or
other transfer of any other interest in property of the character commonly
referred to as a production payment, overriding royalty, forward sale or
similar interest; (iii) the entering into of Currency Hedge Obligations,
Interest Rate Hedging Agreements or Oil and Gas Hedging Contracts although
Liens securing any Indebtedness for borrowed money that is the subject of any
such obligation shall not be permitted hereby unless permitted under clauses
(a) through (i) above; and (iv) the granting of Liens required by any contract
or statute in order to permit the Issuer or any Restricted Subsidiary to
perform any contract or subcontract made by it with or at the request of the
United States or any State thereof or any department, agency or
instrumentality of either, or to secure partial, progress, advance or other
payments to the Issuer or any Restricted Subsidiary by such governmental unit
pursuant to the provisions of any contract or statute.
SECTION 3.7 Limitation of Sale/Leaseback Transactions. The Issuer
will not, and will not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with any Person (other than the Issuer or a
Restricted Subsidiary) unless:
(a) the Issuer or such Restricted Subsidiary would be entitled to incur
Indebtedness, in a principal amount equal to the Attributable Indebtedness
with respect to such Sale/Leaseback Transaction, secured by a Lien on the
property subject to such Sale/Leaseback Transaction pursuant to the covenant
described in Section 3.6 without equally and ratably securing the Notes
pursuant to such covenant;
(b) after the date on which the Notes are originally issued and within a
period commencing six months prior to the consummation of such Sale/Leaseback
Transaction and ending six months after the consummation thereof, the Issuer
or such Restricted Subsidiary shall have expended for property used or to be
used in the ordinary course of business of the Issuer and the Restricted
Subsidiaries (including amounts expended for the exploration, drilling or
development thereof, and for additions, alterations, repairs and improvements
thereto) an amount equal to all or a portion of the net proceeds of such
Sale/Leaseback Transaction and the Issuer shall have elected to designate such
amount as a credit against such Sale/Leaseback Transaction (with any such
amount not being so designated to be applied as set forth in clause (c)
below); or
(c) the Issuer during the twelve-month period after the effective date
of such Sale/Leaseback Transaction, shall have applied to the voluntary
repurchase, repayment, defeasance or retirement of all or a portion of the
Notes or any pari passu Indebtedness an amount equal to the greater of the net
proceeds of the sale or transfer of the property leased in such Sale/Leaseback
Transaction and the fair value, as determined by the Board of Directors of the
Issuer, of such property at the time of entering into such Sale/Leaseback
Transaction (in either case adjusted to reflect the remaining term of the
lease and any amount expended by the Issuer as set forth in clause (b) above),
less an amount equal to the principal amount of Notes and pari passu
Indebtedness voluntarily repurchased, repaid, defeased or retired by the
Issuer within such twelve-month period and not designated as a credit against
any other Sale/Leaseback Transaction entered into by the Issuer or any
Restricted Subsidiary during such period.
1.3 Amendments to Article Five of the Indenture (Remedies of
the Trustee and Security Holders on an Event of Default. Article Five of
theIndenture is hereby amended in respect of the Notes and only in respect of
the Notes as follows:
(a) by deleting the text of clause 5.1(c) in its entirety and
inserting in lieu thereof the phrase "[intentionally omitted]".
(b) by deleting the phrase "period of 90 days" from the third
line of Section 5.1(d) and replacing it with the phrase "period of 60 days";
(c) by deleting the phrase "90 consecutive days" from the eighth
line of Section 5.1(e) and replacing it with the phrase "60 consecutive days";
(d) by deleting therefrom clauses 5.1(e) and 5.1(f) and adding
thereto the following new sections 5.1(e) and 5.1(f) in their appropriate
numerical order:
(e) without the consent of the Issuer a court having jurisdiction shall
enter an order for relief, (x) in the case of the Issuer or any Restricted
Subsidiary organized under the laws of any jurisdiction other than the laws of
the United States of America, any state thereof or the District of Columbia
(each such Restricted Subsidiary a "Non-U.S. Restricted Subsidiary"), under
any applicable bankruptcy, insolvency or other similar law of the Cayman
Islands or (y) in the case of any Restricted Subsidiary organized under the
laws of the United States of America, any state thereof or the District of
Columbia (each such Restricted Subsidiary a "U.S. Restricted Subsidiary"),
under the Bankruptcy Code, or without the consent of the Issuer a court having
jurisdiction shall enter a judgment, order or decree adjudging the Issuer or
TEC a bankrupt or insolvent, or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of (x) the Issuer or
any Non-U.S. Restricted Subsidiary under any applicable bankruptcy, insolvency
or other similar law of the Cayman Islands or (y) in respect of any U.S.
Restricted Subsidiary, under the Bankruptcy Code or applicable state
insolvency law, and the continuance of any such judgment, order or decree is
unstayed and in effect for a period of 90 consecutive days; or
(f) the Issuer shall institute proceedings for entry of an order for
relief with respect to (x) the Issuer or any Non-U.S. Restricted Subsidiary
under any applicablebankruptcy, insolvency or other similar law of the Cayman
Islands or (y) any U.S. Restricted Subsidiary, under the Bankruptcy Code, or
for an adjudication of insolvency, or shall consent to the institution of
bankruptcy or insolvency proceedings against it, or shall file a petition
seeking, or seek or consent to reorganization, arrangement, composition or
relief under (x) with respect to the Issuer or any Non-U.S. Restricted
Subsidiary, any applicable bankruptcy, insolvency or other similar law of the
Cayman Islands or (y) with respect to any U.S. Restricted Subsidiary, the
Bankruptcy Code or any applicable state law, or shall consent to the filing of
such petition or to the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator or similar official of the Issuer or of
substantially all of the Issuer's property, or the Issuer shall make a general
assignment for the benefit of creditors as recognized under (x) with respect
to the Issuer or any Non-U.S. Restricted Subsidiary, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands or (y) with
respect to any U.S Restricted Subsidiary, the Bankruptcy Code or any
applicable state law; or
(e) by deleting the amount "$20,000,000" from the tenth line of
Section 5.1(g) and replacing it with the amount "$10,000,000"; and
(f) by adding the phrase "or any Restricted Subsidiary" to the
second line and the third line of Section 5.1(g), in each case after the
phrase "the Issuer".
1.4 Amendments to Article Ten of the Indenture (Satisfaction
and Discharge of Indenture; Covenant Defeasance; Unclaimed Moneys). Article
Ten of the Indenture is hereby amended in respect of the Notes and only in
respect of the Notes as follows:
(a) by adding the phrase "(provided that no Default shall have
occurred and be continuing on the date of such deposit or, insofar as Sections
5.1(e) or (f) are concerned, at any time ending on the 91st day after such
deposit)" to the seventh line of Section 10.1(C) and the sixth line of Section
10.1(D), in each case after the phrase "subparagraph (a) below"; and
(b) by adding the phrase "and Section 3.7" to the sixth and
seventh lines of Section 10.1(D), in each case after the phrase "Section 3.6".
1.5 Amendments to Article Twelve of the Indenture (Redemption
of Securities and Sinking Funds). Article Twelve of the Indenture is hereby
amended in respect of the Notes and only in respect of the Notes by
deletingSections 12.1 through 12.5 therefrom in their entirety and
substituting in lieu thereof the following new Sections 12.1 through 12.8:
"SECTION 12.1 Right of Redemption. The Notes may be redeemed at any
time, at the election of the Issuer, as a whole or from time to time in part,
at the Redemption Price specified in the form of Note.
SECTION 12.2 Applicability of Article. Redemption of Notes at the
election of the Issuer, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article
Twelve.
SECTION 12.3 Election to Redeem; Notice to Trustee. The election of the
Issuer to redeem any Notes pursuant to Section 12.1 shall be evidenced by a
Board Resolution, a certified copy of which is delivered to the Trustee. In
case of any redemption at the election of the Issuer, the Issuer shall, at
least 60 days prior to the Redemption Date fixed by it (unless a shorter
notice period shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the aggregate principal amount of Notes to be
redeemed.
SECTION 12.4 Selection by Trustee of Notes to Be Redeemed. If less than
all the Notes are to be redeemed, the particular Notes or portions thereof to
be redeemed shall be selected not more than 60 days and not less than 30 days
prior to the Redemption Date by the Trustee from the outstanding Notes not
previously called for redemption, either pro rata, by lot or by another method
the Trustee shall deem fair and reasonable, and the aggregate principal
amounts to be redeemed may be equal to $1,000 or any integral multiple
thereof.
The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the aggregate principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Notes shall relate, in the
case of any Note redeemed or to be redeemed only in part, to the portion of
the aggregate principal amount of such Note which has been or is to be
redeemed.
SECTION 12.5 Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30nor more than 60
days prior to the Redemption Date, to each Holder of Notes to be redeemed, at
its address appearing in the Note register.
All notices of redemption shall state:
(a) the Redemption Date;
(b) the Redemption Price;
(c) if less than all outstanding Notes are to be redeemed, the
identification (and, in the case of a Note to be redeemed in part, the
aggregate principal amount to be redeemed) of the particular Notes to be
redeemed;
(d) that on the Redemption Date the Redemption Price will become due and
payable upon each such Note or portion thereof, and that unless the Issuer
shall default in payment of the Redemption Price, interest thereon shall cease
to accrue on and after said date;
(e) the place or places where such Notes are to be surrendered for
payment of the Redemption Price;
(f) that Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;
(g) the CUSIP number, if any, relating to such Notes; and
(h) in the case of a Note to be redeemed in part, the aggregate
principal amount of such Note to be redeemed and that after the Redemption
Date upon surrender of such Note, new Note or Notes in the aggregate principal
amount equal to the unredeemed portion thereof will be issued.
Notice of redemption of Notes to be redeemed at the election of the
Issuer shall be given by the Issuer or, at its request, by the Trustee in the
name and at the expense of the Issuer.
SECTION 12.6 Deposit of Redemption Price. On or prior to 11:00 a.m.,
New York City time, on any Redemption Date, the Issuer shall deposit with the
Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying
Agent, segregate and hold in trust) an amount of money in same day funds (or
New York Clearing House funds if suchdeposit is made prior to the applicable
Redemption Date) sufficient to pay the Redemption Price of all the Notes or
portions thereof which are to be redeemed on that Redemption Date.
SECTION 12.7 Notes Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Issuer shall default in the
payment of the Redemption Price) such Notes shall cease to accrue interest.
Upon surrender of any such Note for redemption in accordance with said notice,
such Note shall be paid by the Issuer at the Redemption Price.
If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the Redemption Price thereof shall accrue interest at
the rate of 9 1/4% per annum.
SECTION 12.8 Notes Redeemed in Part. Any Note that is to be redeemed
only in part shall be surrendered at the office or agency of the Issuer
maintained for such purpose pursuant to Section 3.2 (with, if the Issuer or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuer or the Trustee duly executed by,
the Holder thereof or its attorney duly authorized in writing), and the Issuer
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal amount of the
Note so surrendered."
1.6 Addition of Article Thirteen to the Indenture (Additional
Amounts). The Indenture is hereby amended in respect of the Notes and only
in respect of the Notes by adding the following thereto:
"ARTICLE THIRTEEN
ADDITIONAL AMOUNTS
SECTION 13.1 Additional Amounts. The Issuer hereby agrees that any
amounts to be paid by the Issuer hereunder with respect to any Note shall be
paid without deduction or withholding for any and all present and future
withholding taxes, levies, imposts and charges whatsoever imposed by or for
the account of the Cayman Islands or any political subdivision or taxing
authority thereof or therein, or if deduction or withholding of any such
taxes, levies, imposts or charges shall at any time be required by the Cayman
Islands or anysuch subdivision or authority thereof or therein, the Issuer
will (subject to compliance by the Holder of such Note with any relevant
administrative requirements) pay such additional amounts ("Additional
Amounts") in respect of principal amount, premium (if any), Redemption Price,
and interest (if any), in accordance with the terms of the Notes and this
Indenture, as may be necessary in order that the net amounts paid to such
Holder or the Trustee, as the case may be, after such deduction or
withholding, shall equal the respective amounts of principal amount, premium
(if any), Redemption Price, and interest (if any), in accordance with the
terms of the Notes and this Indenture, as specified in such Notes to which
such Holder is entitled; provided, however, that the foregoing shall not apply
to:
(i) any such tax, levy, impost or charge which would not be payable or
due but for the fact that (A) the Holder of such Note (or a fiduciary,
settlor, beneficiary of, member or shareholder of, such Holder, if such Holder
is an estate, trust, partnership or corporation) is a domiciliary, national or
resident of, or engaging in business or maintaining a permanent establishment
or being physically present in, the Cayman Islands or such political
subdivision or otherwise having some present or former connection with the
Cayman Islands other than the holding or ownership of such Note or the
collection of principal amount, premium (if any), Redemption Price, and
interest (if any), in accordance with the terms of the Notes and this
Indenture, or the enforcement of such Note or (B) where presentation is
required, such Note was presented more than 30 days after the date such
payment became due or was provided for, whichever is later;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal
property or similar tax, levy, impost or charge;
(iii) any tax, levy, impost or charge which is payable otherwise than by
withholding from payment of principal amount, premium (if any), Redemption
Price, and interest (if any);
(iv) any tax, levy, impost or charge which would not have been imposed
but for the failure to comply with certification, information, documentation
or other reporting requirements concerning the nationality, residence,
identity or connections with the relevant tax authority of the Holder or
beneficial owner of such Note, if such compliance is required by statute or by
regulation as a precondition to relief or exemption from such tax, levy,
impost or charge;
(v) any combination of (i) through (iv);
nor shall any Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such Note to the
extentthat a beneficiary or settlor with respect to such fiduciary, or a
member or such partnership or a beneficial owner thereof would not have been
entitled to the payment of such Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of the Note."
SECTION 2. MISCELLANEOUS.
2.1 The Trustee. The recitals contained herein shall be taken
as the statements of the Issuer and the Trustee shall not assume
responsibility for, or be liable in respect of, the correctness thereof. The
Trustee makes no representation as to, and shall not be liable or responsible
for, the validity or sufficiency of this Supplemental Indenture.
2.2 Limited Effect. Except as expressly amended hereby, all
of the provisions, covenants, terms and conditions of the Indenture are
ratified and confirmed, and shall remain in full force.
2.3 Counterparts. This Supplemental Indenture may be executed
by one or more parties hereto on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
2.4 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
TRITON ENERGY LIMITED, as
Issuer
Attest:____________________ By:___________________________
Title: Title:
THE CHASE MANHATTAN BANK, as Trustee
Attest:____________________ By:___________________________
Title: Title:
EXHIBIT A
[FORM OF NOTE]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS REGISTERED GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
TRITON ENERGY LIMITED
9 1/4% SENIOR NOTES DUE 2005
No. G-2
CUSIP No. ▇▇▇▇▇▇▇▇▇
Issue Date: July 25, 1997
Triton Energy Limited, a Cayman Islands company (the "Issuer")
promises to pay to CEDE & CO. or its registered assigns, the principal amount
of TWO HUNDRED MILLION DOLLARS ($200,000,000) on April 15, 2005. This Note
shall not bear interest except as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this
Note.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its facsimile corporate seal.
TRITON ENERGY LIMITED, as
Issuer
By:___________________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Dated: April __, 1997 THE CHASE MANHATTAN BANK, as Trustee
By:___________________________
Authorized Signatory
[FORM OF REVERSE SIDE OF NOTE]
9 1/4% SENIOR NOTE DUE 2005
1. INTEREST. Commencing April 10, 1997, interest on this Note
will accrue at the rate of 9 1/4% per annum and will be payable in cash
semiannually on each April 15 and October 15, commencing October 15, 1997, to
Holders of record on the close of business on the immediately preceding April
1 and October 1; provided that if the principal amount hereof or any portion
of such principal amount is not paid when due, then in each such case the
overdue amount shall bear interest at the rate of 9 1/4% per annum, compounded
semiannually (to the extent that the payment of such interest shall be legally
enforceable), which interest shall accrue from the date such overdue amount
was due to the date payment of such amount, including interest thereon, has
been made or duly provided for. All such interest shall be payable on demand.
2. METHOD OF PAYMENT. Subject to the terms and conditions of the
Indenture, payments in respect of the Notes shall be made at the office or
agency of the Issuer maintained for that purpose in the City and State of New
York. The Issuer will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, The Chase Manhattan
Bank (the "Trustee"), will act as paying agent and registrar. The Issuer may
appoint and change any paying agent or registrar without notice, other than
notice to the Trustee. The Issuer or any of its Subsidiaries or any of its
Affiliates may act as paying agent or registrar.
4. INDENTURE. The Issuer issued the Notes under an Amended and
Restated Indenture, dated as of July __, 1997, between the Issuer and the
Trustee, as supplemented by an Amended and Restated First Supplemental
Indenture, dated as of July __, 1997 (collectively, the "Indenture"). The
terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act of 1939"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Holders are referred to the Indenture and
the Trust Indenture Act of 1939 for a statement of those terms.
The Notes are general unsecured obligations of the Issuer, limited
to $200 million aggregate principal amount.
5. REDEMPTION AT THE OPTION OF THE ISSUER. No sinking fund is
provided for the Notes. The Notes will be subject to redemption at the option
of the Issuer, in whole or in part, at any time and from time to time, upon
not less than 30 nor more than 60 days' notice, at a redemption price equal to
the sum of:(i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the redemption date; and (ii) the Make-Whole Amount (as
defined below), if any, with respect to such Notes (the "Redemption Price").
If notice of redemption has been given as provided in Article Twelve
of the Indenture and funds for the redemption of any Notes called for
redemption shall have been made available on the redemption date referred to
in such notice, such Notes will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the Holders of
the Notes from and after the redemption date will be to receive payment of the
Redemption Price upon surrender of such Notes in accordance with such notice.
As used herein:
"Make-Whole Amount" means, in connection with any optional
redemption of any Notes by the Issuer pursuant to Article Twelve of the
Indenture, the excess, if any, of: (a) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed and the
amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semi-annual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date notice of such redemption is given) from the
respective dates on which such principal and interest would have been payable
if such redemption had not been made, to the date of redemption; over (b) the
aggregate principal amount of the Notes being redeemed.
"Reinvestment Rate" means the yield on Treasury securities at a
constant maturity corresponding to the remaining life (as of the date of
redemption, rounded to the nearest month) to the stated maturity of the
principal being redeemed (the "Treasury Yield") plus .20%. For purposes
hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields
published in the Statistical Release (as defined below) under the heading
"Week Ending" for "U.S. Government Securities-Treasury Constant Maturities"
with a maturity equal to such remaining life; provided, that if no published
maturity exactly corresponds with such remaining life, then the Treasury Yield
shall be interpolated or extrapolated on a straight-line basis from the
arithmetic means of the yields for the next shortest and next longest
published maturities. For purposes of calculating the Reinvestment Rate, the
most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used. If the format or content of the
Statistical Release changes in a manner that precludes determination of the
Treasury Yield in the above manner, then the Treasury Yield shall be
determined in the manner that most closely approximates the above manner, as
reasonably determined by the Issuer.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which reports yields on actively
traded United States government securities adjusted to constant maturities,
or, if such statistical release is not published at the time of any
determination under the Indenture, then such other reasonably comparable index
which shall be designated by the Issuer.
If less than all the Notes are to be redeemed, the particular Notes
or portions thereof to be redeemed shall be selected not more than 60 days and
not less than 30 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption, either pro rata, by
lot or by another method the Trustee shall deem fair and reasonable, and the
aggregate principal amounts to be redeemed must be equal to $1,000 or any
integral multiple thereof.
6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at the Holder's registered address. If money
sufficient to pay the Redemption Price of all Notes to be redeemed on the
Redemption Date, together with accrued interest thereon to the Redemption
Date, is deposited with the Trustee or any paying agent prior to or on the
Redemption Date, on and after such date interest shall cease to accrue on such
Notes or portions thereof.
7. DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered
form, without coupons, in denominations of $1,000 of principal amount and
integral multiples of $1,000. A Holder may register the transfer of or
exchange Notes in accordance with the Indenture. The registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Issuer shall not be required to exchange or register a
transfer of (a) any Notes for a period of 15 days next preceding the first
mailing or publication of notice of redemption of Notes to be redeemed, (b)
any Notes selected, called or being called for redemption, in whole or in
part, except, in the case of any Note to be redeemed in part, the portion
thereof not so to be redeemed or (c) any Note if the Holder thereof has
exercised its right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased.
8. PERSONS DEEMED OWNERS. The registered Holder of this Note may
be treated as the owner of this Note for all purposes.
9. UNCLAIMED MONEY. The Trustee and each paying agent shall each
return to the Issuer upon written request any money held by them for the
payment of any amount with respect to the Notes that remains unclaimed for two
years. After return to the Issuer, Holders entitled to the money must look to
the Issuerfor payment as general creditors unless an applicable abandoned
property law designates another person.
10. AMENDMENT; WAIVER. Subject to certain exceptions set forth in
the Indenture, (i) the Indenture or the Notes may be amended with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes at the time outstanding and (ii) certain defaults or noncompliance
with certain provisions may be waived with the written consent of the Holders
of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to
comply with Article Nine of the Indenture, or to make any change that does not
adversely affect the rights of any Holder of Notes.
11. DEFAULTS AND REMEDIES. Under the Indenture, Events of Default
include, among others, (a) default in the payment of principal or premium, if
any, when due; (b) default in the payment of any installment of interest when
due, continued for 30 days; (c) default in the performance of any other
covenant of the Issuer applicable to the Notes, continued for 60 days after
written notice to the Issuer by the Trustee or to the Issuer and the Trustee,
by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding requiring the same to be remedied; (d) certain events of
bankruptcy, insolvency or reorganization of the Issuer or any Restricted
Subsidiary; and (e) default under any bond, debenture, note or other evidence
of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary
or under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for money
borrowed of the Issuer or any Restricted Subsidiary resulting in the
acceleration of such indebtedness, or any default in payment of such
indebtedness (after expiration of any applicable grace periods and
presentation of any debt instruments, if required), if the aggregate amount of
all such indebtedness that has been so accelerated and with respect to which
there has been such a default in payment shall exceed $10,000,000 and there
has been a failure to obtain rescission or annulment of all such accelerations
or to discharge all such defaulted indebtedness within 20 days after written
notice of the type specified below.
If any Event of Default shall occur and be continuing, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the Notes
then outstanding, by notice in writing to the Issuer (and to the Trustee, if
given by the Holders), may declare the principal of all of the Notes and the
interest, if any, accrued thereon to be due and payable immediately; provided,
however, that the Holders of a majority in aggregate principal amount of the
Notes then outstanding, by notice in writing to the Issuer and the Trustee,
may rescind andannul such declaration and its consequences if all defaults
under such Indenture are cured or waived.
No Holder of Notes then outstanding may institute any suit, action or
proceeding with respect to, or otherwise attempt to enforce, such Indenture,
unless (i) such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, (ii) the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding shall
have made written request to the Trustee to institute such suit, action or
proceeding and shall have offered to the Trustee such reasonable indemnity as
it may require with respect thereto and (iii) the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding;
provided that, the right of any Holder of any Note to receive payment of the
principal of, premium, if any, or interest, if any, on such Note, on or after
the respective due dates, or to institute suit for the enforcement of any such
payment shall not be impaired or affected without the consent of such Holder.
The Holders of a majority in aggregate principal amount of the Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes, provided that the Trustee
may decline to follow such direction if the Trustee determines that such
action or proceeding is unlawful or would involve the Trustee in personal
liability.
The Issuer is required to furnish to the Trustee annually a certificate
as to compliance by the Issuer with all conditions and covenants under the
Indenture.
12. TRUSTEE DEALINGS WITH THE ISSUER. Subject to certain
limitations imposed by the Trust Indenture Act of 1939, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to
it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee.
13. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Issuer shall not have any liability for any
obligations of the Issuer under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation.
By accepting a Note, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Notes.
14. AUTHENTICATION. This Note shall not be valid until an
authorized signatory of the Trustee manually signs the Trustee's Certificate
of Authentication on the other side of this Note.
15. DEFEASANCE, COVENANT DEFEASANCE. The Notes are subject to
defeasance and covenant defeasance as provided in the Indenture.
16. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder of Notes or an assignee, such as TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gift to Minors Act).
17. GOVERNING LAW. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
The Issuer will furnish to any Holder of Notes upon written request
and without charge a copy of the Indenture. Requests may be made to: Triton
Energy Limited, care of Triton Energy Corporation, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention of Corporate Secretary.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address, including postal zip code,
of assignee)
_____________________________________________________________________________
this Note and all rights hereunder, hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated: ____________________ ____________________________________________
Notice: The signature(s) on this Assignment must
correspond with the name(s) as written upon
the face of this Note in every
particular, without alteration or
enlargement or any change whatsoever.