EXIBIT 10.57
AGREEMENT TO RELEASE TRITON ENERGY CORPORATION
AND
SECOND AMENDMENT TO CREDIT AGREEMENT
This Agreement to Release Triton Energy Corporation and Second Amendment
to Credit Agreement (this "Second Amendment") is entered into as of the 21st
day of July, 1997, by and among Triton Energy Limited, a Cayman Islands
corporation ("TEL"), Triton Energy Corporation, a Delaware corporation
("TEC"), NationsBank of Texas, N.A., as Administrative Agent
("Administrative Agent"), Barclays Bank PLC, as Documentary Agent,
("Documentary Agent"), MeesPierson, N.V. and The Chase Manhattan Bank as
Co-Agents ("Co-Agents"), and NationsBank of Texas, N.A., Barclays Bank PLC,
MeesPierson, N.V., The Chase Manhattan Bank and Societe Generale, Southwest
Agency as Banks (the "Banks").
W I T N E S S E T H:
WHEREAS, TEL, TEC, Administrative Agent, Documentary Agent, Co-Agents and
the Banks are parties to that certain Credit Agreement dated as of August 30,
1996 (as amended by a First Amendment to Credit Agreement dated as of April 4,
1997 by and among TEL, TEC, Administrative Agent, Documentary Agent, Co-Agents
and the Banks, the "Credit Agreement") (unless otherwise defined herein, all
terms used herein with their initial letter capitalized shall have the meaning
given such terms in the Credit Agreement as amended hereby); and
WHEREAS, pursuant to the Credit Agreement the Banks have made a Loan to
TEL and TEC, and certain Issuers have issued certain Letters of Credit on
behalf of TEL and TEC; and
WHEREAS, TEL and TEC have requested that TEC be released from its
obligations under the Credit Agreement; and
WHEREAS, TEL and TEC have requested that the Credit Agreement be amended
in certain respects.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, TEL,
TEC, each Agent and each Bank hereby agree as follows:
Section 1. Release. Each Agent and each Bank hereby agree
that, upon the satisfaction of each condition precedent set forth in Section 4
hereof and in reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, each Agent and each Bank shall
execute and deliver to TEC a Release (herein so called) in the form of Exhibit
"A" attached hereto, pursuant to which TEC shall be released from and shall
have no further liability for the payment or performance of any of the
Obligations under the Credit Agreement or any of the other Loan Papers.
Section 2. Amendments. Subject to the satisfaction of each
condition precedent set forth in Section 4 hereof and in reliance on the
representations, warranties, covenants and agreements contained in this Second
Amendment, the Credit Agreement shall be amended, simultaneously with the
execution and delivery of the Release, and without the requirement of any
other act by either Borrower, any Agent or any Bank, in the manner provided
in this Section 2.
2.1. Amendment to Definitions. The definitions of "Borrower",
"Borrowers" and "Loan Papers", contained in Section 2.1 of the Credit
Agreement shall be amended to read in full as follows:
"Borrower" means TEL and "Borrowers" means TEL.
"Loan Papers" means this Agreement, the First Amendment, the Second
Amendment, the Notes and all other certificates, documents or instruments
delivered in connection with this Agreement, as the foregoing may be amended
from time to time.
"Material Subsidiaries" means TEC, TCI, TIOC, TOCT, TOCT (JDA), Triton
Pipeline Colombia, Inc., TIOC-Cayman, CTOC, and Triton International
Petroleum, Inc. Notwithstanding the foregoing, CTOC shall not be considered a
"Material Subsidiary" for purposes of Section 7.5(b) or 7.7.
"Restricted Payment" means (a) any Distribution by TEL or any of its
Subsidiaries to any Person other than TEL or any wholly owned Subsidiary of
TEL, or (b) any retirement, redemption, purchase, repurchase, payment or
defeasance by TEL or any of its Subsidiaries of Debt of TEL or any of its
Subsidiaries other than the Obligations (including, without limitation, the
retirement, redemption, purchase, repurchase, payment or defeasance of the
1997 Notes, the 9 % Notes, the 2002 Notes or the 2005 Notes); provided, that
"Restricted Payment" shall not include (i) the payment at scheduled maturity
of Debt permitted to be outstanding hereunder by the Persons obligated to
repay such Debt to the extent such payment is not prohibited under the
subordination provisions, if any, applicable to such Debt, or (ii) the payment
or prepayment of Debt owed by TEL or any of its Subsidiaries to any other
Subsidiary of TEL or to TEL which is not prohibited pursuant to the terms of
the Subordination Agreement applicable to such Debt, if any.
2.2 Additional Definitions. Section 1.1 of the Credit
Agreement shall be amended to add (in alphabetical order) the following
defined terms:
"2002 Notes" means TEL's and TEC's 8 3/4% Senior Notes due April 15, 2002
in an aggregate stated principal amount of $200,000,000.
"2005 Notes" means TEL's and TEC's 9 1/4% Senior Notes due April 15, 2005
in an aggregate stated principal amount of $200,000,000.
"2002 Notes Indenture" means the Senior Indenture dated as of April 10,
1997 as amended and supplemented by a First Supplemental Indenture dated as of
April 10, 1997 by and among TEL, TEC and The Chase Manhattan Bank, as trustee
which sets forth certain terms and conditions applicable to the 2002 Notes.
"2005 Notes Indenture" means the Senior Indenture dated as of April 10,
1997 as amended and supplemented by a Second Supplemental Indenture dated as
of April 10, 1997 by and among TEL, TEC and The Chase Manhattan Bank, as
trustee which sets forth certain terms and conditions applicable to the 2005
Notes.
2.3 Amendment to Section 8.1(c). The first sentence of Section
8.1(c) of the Credit Agreement shall be amended to read in full as follows:
During the period from and including the Production Milestone Date to the
Termination Date (the "Final Leverage Test Period") TEL will not, and will
not permit any of its Subsidiaries to, incur, become or remain liable for any
Debt or Advance Payment Contract Liabilities which causes the sum of (i)
the aggregate total Debt of TEL and its Subsidiaries, and (ii) the aggregate
total Advance Payment Contract Liabilities of TEL and its Subsidiaries, in
each case on a consolidated basis, to exceed the lesser of (A) $700,000,000,
or (B) an amount which would cause the Final Leverage Ratio to exceed 4.0 to
1 as of any date during the Final Leverage Test Period.
2.4 Amendment to Section 8.1(d). Section 8.1(d) of the Credit
Agreement shall be amended to read in full as follows:
(d) TEL will not permit TEC or any Subsidiary of TEC to incur, become
or remain liable for any Debt other than (i) Permitted ECA Debt, (ii) Debt
under Hedge Transactions provided that the Net Hedge Transaction Exposure for
all Hedge Transactions to which TEC and Subsidiaries of TEC are parties shall
not exceed $5,000,000 at any time, (iii) other Debt not to exceed $10,000,000
outstanding at any time in the aggregate, and (iv) Debt owed to TEL or any of
its Subsidiaries.
2.5 Amendment to Section 8.6. Section 8.6 of the Credit Agreement
shall be amended to read in full as follows:
SECTION 8.6. Amendments to Material Documents. TEL will not,
nor will TEL permit any of its Subsidiaries to enter into or permit any
modification or amendment of, or waive any material right or obligation of any
Person under (a) its articles of association, certificate of incorporation,
bylaws, partnership agreement, regulations or other organizational documents
other than amendments, modifications and waivers which could not reasonably be
expected to have a Material Adverse Effect, (b) the 2002 Notes Indenture or
the 2005 Notes Indenture if the effect of any such modification, amendment or
waiver (i) is to accelerate the maturity of the 2002 Notes or the 2005 Notes
or the date on which any payment is due thereunder, (ii) is to increase the
interest rate applicable to the 2002 Notes or the 2005 Notes, or (iii) is to
add representations, warranties, covenants or events of default or otherwise
cause the 2002 Notes Indenture or the 2005 Notes Indenture to be more
restrictive or burdensome to TEL or any of its Subsidiaries, (c) the Existing
Advance Payment Contract, (d) the License Agreements, or (e) the Joint
Operating Agreement (other than in the case of clauses (d) and (e) hereof,
modifications, amendments and waivers which have no material adverse effect on
the rights, interests or obligations [economic or otherwise] of TEL and its
Subsidiaries arising under such agreements).
Section 3. Representations and Warranties of Borrower. To
induce the Banks and Agents to enter into this Second Amendment, TEL and TEC
hereby jointly and severally represent and warrant to each Bank and each Agent
as follows:
(a) Each representation and warranty of each Borrower contained in
the Credit Agreement and the other Loan Papers is true and correct on the date
hereof and will be true and correct after giving effect to the release
contemplated by Section 1 hereof and the amendments set forth in Section 2
hereof.
(b) The execution, delivery and performance by TEL and TEC of this
Second Amendment are within such Person's corporate powers, have been duly
authorized by necessary corporate action, require no action by or in respect
of, or filing with, any Governmental Authority do not violate or constitute a
default under any provision of Law or any agreement binding upon TEL or any of
its Material Subsidiaries or result in the creation or imposition of any
Lien upon any of the assets of TEL or any of its Subsidiaries other than
Permitted Encumbrances.
(c) This Second Amendment constitutes the valid and binding
obligation of TEL and TEC enforceable against each such Person in accordance
with its terms, except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditor's rights generally,
and (ii) the availability of equitable remedies may be limited by equitable
principles of general application.
(d) Neither Borrower has any defense to payment, counterclaim or
right of set-off with respect to the Obligations existing on the date hereof.
TEL further represents and warrants that after giving effect to the execution
and delivery of the Release, TEL shall remain fully and unconditionally
obligated for the payment and performance in full of all of the Obligations,
and the Credit Agreement, the Notes and the other Loan Papers constitute the
valid and binding obligation of TEL enforceable in accordance with their terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general application.
(e) The 1997 Notes have been paid in full, the 1997 Notes Indenture
has been terminated and neither TEL nor TEC has any obligation or liability
thereunder. Not more than $1,000,000 is outstanding under the 9 3/4% Notes.
Section 4. Conditions Precedent to Release and Amendments. The
agreement of the Agents and the Banks to execute and deliver the Release in
accordance with Section 1 hereof and the effectiveness of the amendments to
the Credit Agreement contained in Section 2 of this Second Amendment are
subject to the satisfaction of each of the conditions set forth in this
Section 4.
4.1 Release of TEC. TEL, TEC and the Trustee under the 2002 Notes
Indenture and the 2005 Notes Indenture shall have entered into a supplement to
each such Indenture contemplated by Section 8.1 of the 2002 Notes Indenture
and Section 8.1 of the 2005 Notes Indenture evidencing the release of TEC from
the obligations under the 2002 Notes, the 2002 Notes Indenture, the 2005 Notes
and the 2005 Notes Indenture.
4.2 Representations and Warranties. Each representation and
warranty of Borrowers contained in the Credit Agreement and the other Loan
Papers is true and correct on the date hereof and will be true and correct
after the execution of the Release pursuant to Section 1 and after giving
effect to the amendments set forth in Section 2.
4.3 No Default. Each Borrower represents and warrants that no
Default or Event of Default exists on the date hereof and will not exist after
the execution of the Release pursuant to Section 1 and after giving effect
to the amendments set forth in Section 2.
4.4 Certificate of Officer. TEL and TEC shall have delivered to
Administrative Agent a certificate of an authorized officer of TEL and TEC
certifying that the conditions in Section 4.1, 4.2 and 4.3 hereof have
been satisfied, and shall furnish Administrative Agent with an executed copy
of the supplements to the 2002 Notes Indenture and 2005 Notes Indenture
referred to in Section 4.1.
Section 5. Miscellaneous.
5.1 Reaffirmation of Loan Papers. Any and all of the terms and
provisions of the Credit Agreement and the Loan Papers shall, except as
amended and modified hereby, remain in full force and effect.
5.2 Parties in Interest. All of the terms and provisions of this
Second Amendment shall bind and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
5.3 Legal Expenses. TEL hereby agrees to pay on demand all
reasonable fees and expenses of counsel to Administrative Agent incurred by
Administrative Agent in connection with the preparation, negotiation and
execution of this Second Amendment and all related documents.
5.4 Counterparts. This Second Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however,
no party shall be bound by this Second Amendment until all parties have
executed a counterpart. Facsimiles shall be effective as originals.
5.5 Complete Agreement. THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
5.6 Headings. The headings, captions and arrangements used in
this Second Amendment are, unless specified otherwise, for convenience only
and shall not be deemed to limit, amplify or modify the terms of this Second
Amendment, nor affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be duly executed by their respective authorized officers on the date and
year first above written.
TRITON ENERGY LIMITED,
a Cayman Islands company
By:
Its:
TRITON ENERGY CORPORATION,
a Delaware corporation
By:
Its:
BANKS:
NATIONSBANK OF TEXAS, N.A.
By:
Name:
Title:
BARCLAYS BANK PLC
By:
Name:
Title:
THE CHASE MANHATTAN BANK
By:
Name:
Title:
MEESPIERSON N.V.
By:
Name:
Title:
SOCIETE GENERALE SOUTHWEST
AGENCY
By:
Name:
Title:
ADMINISTRATIVE AGENT:
NATIONSBANK OF TEXAS, N.A.
By:
Name:
Title:
DOCUMENTARY AGENT:
BARCLAYS BANK PLC
By:
Name:
Title:
CO-AGENTS:
MEESPIERSON N.V.
By:
Name:
Title:
THE CHASE MANHATTAN BANK
By:
Name:
Title: