Exhibit 10.53
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of April 10, 1997 (this
"Supplemental Indenture"), among Triton Energy Limited, a Cayman Islands
company ("TEL"), Triton Energy Corporation, a Delaware corporation ("TEC",
and together with TEL, the "Issuers"), and The Chase Manhattan Bank, a New
York banking corporation, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers and the Trustee are parties to the Indenture
dated as of April 10, 1997 (as amended, supplemented or otherwise modified
from time to time, the "Indenture");
WHEREAS, the Board of Directors of each of the Issuers has adopted a
Board Resolution authorizing such Issuer (i) to issue $200,000,000 in
aggregate principal amount of 9 1/4% Senior Notes due 2005 in the form
attached hereto as Exhibit A, which notes shall be joint and several
obligations of TEL and TEC (the "Notes"), which Notes shall
constitute a series of Securities under the Indenture and (ii) in connection
with issuance of the Notes and in accordance with the terms of Section 8.1 of
the Indenture, to enter into this Supplemental Indenture without the consent
of the Holders of Securities; and
WHEREAS, the Issuers have 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 Issuers 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 of rent 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.
"Notes" means the Issuers' 9 1/4% Senior Notes due 2005.
"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 an 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 more than 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 TEL 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 an 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 an 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 TEL which owns
or leases (as lessor or lessee) (A) any property owned or leased by TEL or any
Subsidiary, or any interest of TEL or any Subsidiary in property which is
considered by TEL 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 TEL 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 TEL 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 Issuers or
any of its Restricted Subsidiaries, any arrangement with any Person providing
for the leasing by the Issuers 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 Issuers or any of its Restricted Subsidiaries to such
Person.
(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
Issuers). 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, 3.7 and 3.8 in their
appropriate numerical order:
SECTION 3.6 Limitations on Liens. The Issuers 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 an 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 an
Issuer or to any other Restricted Subsidiary;
(d) Liens on property existing at the time of acquisition of such
property by an 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 an 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 an Issuer, provided that such Liens do not extend to or cover any
property or assets of the Issuers 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 Issuers
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 Issuers 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 TEL 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 Issuers 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 Issuers 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 Issuers
will not, and will not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with any Person (other than the Issuers or a
Restricted Subsidiary) unless:
(a) the Issuers 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 Issuers
or such Restricted Subsidiary shall have expended for property used or to be
used in the ordinary course of business of the Issuers 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 Issuers 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 Issuers 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 an
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 an 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
Issuers within such twelve-month period and not designated as a credit against
any other Sale/Leaseback Transaction entered into by the Issuers or any
Restricted Subsidiary during such period.
SECTION 3.8 Condition for Release of TEC. TEC may be released from
its obligations under this 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 the Senior Subordinated Discount Notes due 1997 (the "1997
Notes") and the 9-3/4% Senior Subordinated Discount Notes due 2000 (the "9
3/4% Notes") issued by TEC, taken together, are no longer outstanding or (B)
TEL or any successor to TEL has assumed the obligations of TEC under the 1997
Notes and the 9 3/4% Notes and (ii) TEL or any successor to TEL has assumed
the obligations of TEC under the Notes."
1.3 Amendments to Article Five of the Indenture (Remedies of the
Trustee and Security Holders on an Event of Default. Article Five of the
Indenture 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 (i) adding the phrase "or any Restricted Subsidiary
organized under the laws of the United States of America, any state thereof or
the District of Columbia" to (i) the second line and the sixth line of Section
5.1(e) and to the second line, the sixth line and tenth line of Section
5.1(f), in each case after the word "TEC" and (ii) adding the phrase "or any
Restricted Subsidiary organized under the laws of any jurisdiction other than
the United States of America, any state thereof or the District of Columbia"
to the second line and the sixth line of Section 5.1(e) and to the second
line, the sixth line and eleventh line of Section 5.1(f), in each case after
the word "TEL" ;
(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 fourth line of Section 5.1(g), in each case after the
phrase "either of the Issuers".
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 deleting
Sections 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 Issuers, 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 Issuers, 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
Issuers 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 Issuers, the Issuers 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 Issuers 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 30 nor 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 Issuers
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
Issuers shall be given by the Issuers or, at its request, by the Trustee in
the name and at the expense of the Issuers.
SECTION 12.6 Deposit of Redemption Price. On or prior to 11:00 a.m.,
New York City time, on any Redemption Date, the Issuers shall deposit with the
Trustee or with a Paying Agent (or, if the Issuers are acting as their own
Paying Agent, segregate and hold in trust) an amount of money in same day
funds (or New York Clearing House funds if such deposit 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 Issuers 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 Issuers 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 Issuers
maintained for such purpose pursuant to Section 3.2 (with, if the Issuers or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuers or the Trustee duly executed by,
the Holder thereof or its attorney duly authorized in writing), and the
Issuers 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. TEL hereby agrees that any amounts
to be paid by TEL 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 any such
subdivision or authority thereof or therein, TEL 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 extent
that 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 Issuers 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: /s/
Title: Title:
TRITON ENERGY CORPORATION, as
Issuer
Attest:____________________ By: /s/
Title: Title:
THE CHASE MANHATTAN BANK, as
Trustee
Attest:____________________ By: /s/
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
TRITON ENERGY CORPORATION
9 1/4% SENIOR NOTES DUE 2005
No. G-1
CUSIP No. ▇▇▇▇▇▇▇▇▇
Issue Date: April 10, 1997
Triton Energy Limited, a Cayman Islands company ("TEL"), and Triton
Energy Corporation, a Delaware corporation ("TEC", and together with TEL, the
"Issuers"), jointly and severally promise 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 Issuers have caused this instrument to be
duly executed under its facsimile corporate seal.
TRITON ENERGY LIMITED, as
Issuer
By:___________________________
Title:
TRITON ENERGY CORPORATION, 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 Issuers maintained for that purpose in the City and State of New
York. The Issuers 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 Issuers may
appoint and change any paying agent or registrar without notice, other than
notice to the Trustee. TEL or any of its Subsidiaries or any of their
Affiliates may act as paying agent or registrar.
4. INDENTURE. The Issuers issued the Notes under an Indenture,
dated as of April 10, 1997, among TEL, TEC and the Trustee, as supplemented by
a First Supplemental Indenture, dated as of April 10, 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 Issuers, limited
to $200 million aggregate principal amount.
5. REDEMPTION AT THE OPTION OF THE ISSUERS. No sinking fund is
provided for the Notes. The Notes will be subject to redemption at the option
of the Issuers, 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 Issuers 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 .25%. 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 Issuers.
"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 Issuers.
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 Issuer for 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 either of the Issuers applicable to the Notes, continued for 60
days after written notice to the Issuers by the Trustee or to the Issuers 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 either of the Issuers or
any Restricted Subsidiary; and (e) default under any bond, debenture, note or
other evidence of indebtedness for money borrowed by either of the Issuers 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 either of the Issuers 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 Issuers (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 Issuers and the Trustee,
may rescind and annul 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 Issuers are required to furnish to the Trustee annually a certificate
as to compliance by the Issuers with all conditions and covenants under the
Indenture.
12. TRUSTEE DEALINGS WITH THE ISSUERS. 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 Issuers or their Affiliates and may otherwise deal with the Issuers
or their 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 each Issuer shall not have any liability for any
obligations of such 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 Issuers 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 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.