EXHIBIT 10.73
AMENDMENT NO. 1
TO SHAREHOLDERS AGREEMENT
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (the "Amendment") is
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executed effective as of January 20, 1999, by and between Triton Energy Limited,
a Cayman Islands company (the "Company"), and HM4 Triton, L.P., a Cayman Islands
exempted limited partnership (the "Purchaser"), to amend that certain
Shareholders Agreement, dated as of September 30, 1998 (the "Shareholders
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Agreement"), by and between the Company and Purchaser.
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1. DEFINITIONS. Unless the context indicates otherwise, capitalized
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terms used but not defined in this Amendment and defined in the Shareholders
Agreement shall have the meanings ascribed to them in the Purchase Agreement.
2. SECTION 4.1.7. Section 4.1.7 is hereby amended to read in its
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entirety as follow:
4.1.7 Fees; Costs and Expenses. Except as provided in the following
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sentence, Holder Designees shall not receive an annual retainer, meeting fees or
other consideration for serving on the Board (or committees thereof) or any
Board of Directors of any Subsidiary of the Company. The Company will pay or
reimburse each Holder Designee for all reasonable out-of-pocket expenses
incurred by such Holder Designee in connection with its participation in
meetings of the Board (and committees thereof) and the Boards of Directors (and
committees thereof) of the Subsidiaries of the Company. Notwithstanding the
foregoing, any Holder Designee who is not an employee, principal or director of
the Purchaser or Hicks, Muse, Xxxx & Xxxxx Incorporated shall be entitled to
receive any annual retainer, meeting fees or other consideration for serving on
the Board (or committees thereof) or any Board of Directors of any Subsidiary of
the Company as are provided to any director of the Company who is not also an
employee of the Company or any Subsidiary of the Company.
3. REMAINING PROVISIONS IN FULL FORCE AND EFFECT. As hereby amended,
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the Purchase Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed by its duly authorized officer effective as of January 20, 1999.
TRITON ENERGY LIMITED
By:______________________________
Xxxxx X. Xxxxxxxxx, President and Chief
Executive Officer
HM4 TRITON, L.P.
By: HM4/GP Partners Cayman, L.P.,
its General Partner
By: HM GP Partners IV Cayman, L.P.,
its General Partner
By: HM Triton G.P., LLC,
its General Partner
By:____________________
Xxxxxx X. Xxxxx
Senior Vice President
