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EXHIBIT 10.7
AMENDMENT NO. 1
TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the "Amendment") is made
as of November 22, 1998, by and among Triton Energy Limited, a Cayman Islands
company (the "Company"), and HM4 Triton, L.P., a Cayman Islands exempted
limited partnership (together with its permitted assigns, "Purchaser"), to
amend that certain Stock Purchase Agreement, dated as of August 31, 1998
("Purchase Agreement"), by and among the Company and Purchaser.
1. DEFINITIONS. Unless the context indicates otherwise, capitalized
terms used but not defined in this Amendment and defined in the Purchase
Agreement shall have the meanings ascribed to them in the Purchase Agreement.
2. SECTION 7.1(b)(iv).
Section 7.1(b)(iv) of the Purchase Agreement hereby is amended to read in
its entirety as follows:
"(iv) if the Second Closing shall not have occurred by the later of
(A) January 4, 1999, as such date may be extended by Purchaser pursuant to
Section 6.1(a), and (B) the date to which the Second Closing Date is
extended pursuant to Section 6.1; provided, however, that the right to
terminate this Agreement under this clause (iv) shall not be available to
any party whose breach of this Agreement has been the cause of, or resulted
in, the failure of the Second Closing to occur on or before such date;"
3. INCORPORATION BY REFERENCE. Sections 9.8, 9.10 and 9.14 of the
Purchase Agreement are incorporated herein by reference.
As hereby amended, 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 as of the date first written above.
TRITON ENERGY LIMITED
By: /s/ Xxxxx X. Xxxxxxxxx
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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 Fund IV Cayman, LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President
