EXHIBIT 10.37
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment No. 3, dated as of September 2, 1997, is made by and among
TRITON COLOMBIA, INC., a corporation duly existing under the laws of the
Cayman Islands, as Borrower, TRITON ENERGY CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware, TRITON ENERGY
LIMITED, a holding company duly organized and existing under the laws of the
Cayman Islands, NATIONSBANK, N.A., as successor in interest to NationsBank, N.
A. (Carolinas), as Lender, and the EXPORT-IMPORT BANK OF THE UNITED STATES, an
agency of the United States of America ("Eximbank").
WHEREAS:
(A) the Borrower, the Lender, Triton Energy Corporation ("TEC") and
Eximbank are parties to the Credit Agreement, dated as of November 21, 1995
(together with exhibits, schedules, attachments and appendices thereto, the
"Credit Agreement");
(B) TEC, Triton Energy Limited ("TEL") and TEL Merger Corporation
entered into an Agreement and Plan of Merger, dated as of February 8, 1996,
(the "Merger Agreement") providing for the merger of TEL Merger Corporation
into TEC as the surviving corporation and establishing TEL as the parent
holding company; and
(C) the Borrower, the Lender, TEC, TEL and Eximbank desire to amend
the Credit Agreement to substitute TEL for TEC as the guarantor and to make
other amendments to the Credit Agreement;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions and References.Capitalized terms not otherwise
-----------------------------
defined herein shall have the meanings attributed thereto in the Credit
Agreement.
Section 2. Amendments.
-----------
(a) The definition of "Borrower" in the Preamble shall be amended to read
"Triton Colombia, Inc., a corporation existing under the laws of the Cayman
Islands".
(b) The definition of "Guarantor" in the Preamble shall be amended to
read "Triton Energy Limited".
(c) The definition of "Governmental Authority" shall be amended and
restated in its entirety as follows:
"Governmental Authority" shall mean the Government of Colombia, the
Government of the Cayman Islands, the Government of the United States, any
agency, department or any other administrative authority or instrumentality of
the Government of Colombia, the Government of the Cayman Islands or the
Government of the United States, and any local or other governmental authority
with Colombia, the Cayman Islands or the United States."
(d) Section 6.01(b) is hereby amended and restated in its entirety as
follows:
"(i) Evidence that the Borrower is duly and validly existing under the
laws of the Cayman islands with full power, authority and legal right to own
its property and carry on its business as now conducted. (ii) Evidence that
the Guarantor is duly organized and validly existing under the laws of the
Cayman Islands with full power, authority and legal right to own its property
and carry on its business as now conducted "
(e) Section 9.01(a) is hereby amended and restated in its entirety as
follows:
"The Borrower is duly and validly existing under the laws of the Cayman
Islands, with full power, authority and legal right to own its property and
carry on its business as now conducted. The Borrower has taken all actions
necessary or advisable to authorize it to execute, deliver, perform and
observe the terms and conditions of this Agreement and the Note(s)."
(f) Section 9.04(a) is hereby amended and restated in its entirety as
follows:
"The Guarantor is duly organized and validly existing under the laws of
the Cayman islands, with full power, authority and legal right to own its
property and carry on its business as now conducted. The Guarantor has taken
all actions necessary or advisable to authorize it to execute, deliver,
perform and observe the terms and conditions of this Agreement and the
Note(s)."
(g) Section 9.060d is hereby amended and restated in its entirety as
follows:
"Except as permitted by the Amended and Restated Senior Indenture dated
as of July 25, 1997, as amended and supplemented by Amended and Restated
Second Supplemental Indenture dated as of July 25, 1997, between the Borrower
and The Chase Manhattan Bank, as trustee, merge or consolidate with any other
entity; dissolve or terminate its legal existence, sell, lease, transfer or
otherwise dispose of any substantial part of its properties or any of its
properties essential to the conduct of its business or operations, as now or
hereafter conducted; or enter into any agreement to do any of the foregoing,
without the prior written consent of the Lender and Eximbank."
Section 3. Assumption. TEL hereby assumes each and every obligation and
-----------
covenant of TEC under the Credit Agreement as if it were the original party
thereto and agrees that it will fully, promptly and faithfully perform its
obligations thereunder.
Section 4. Borrower Representations True; No Default. The Borrower
---------------------------------------------
represents and warrants that:
(a) The representations and warranties contained in Section 9.01 are
correct on and as of the date of this Amendment No. 3 as though made on and as
of the date hereof
(b) No event has occurred and is continuing, or would result from the
execution and delivery of this Amendment No. 3, which constitutes an Event of
Default or which, with the giving of notice and/or the passage of time, would
constitute an Event of Default.
Section 5. TEL Representations True. No Default. (a) TEL represents and
------------------------------------
warrants that:
(a) The representations and warranties contained in Section 9.04 are
correct on and as of the date of this Amendment No. 3 as though made on and as
of the date hereof.
(b) No event has occurred and is continuing, or would result from the
execution and delivery of this Amendment No. 3, which constitutes an Event of
Default or which, with the giving of notice and/or the passage of time, would
constitute an Event of Default.
Section 6. Legal Obligation.Each of the Borrower, TEC and TEL represents
-----------------
and warrants to the Lender and Eximbank that this Amendment No. 3 has been
duly authorized, executed and delivered on its behalf, and that the Credit
Agreement, as amended hereby, constitutes a legal, valid and binding
obligation of the Borrower, TEC and TEL in accordance with its terms.
Section 7. Conditions Precedent.This Amendment No. 3 shall be effective
---------------------
upon the satisfaction of the following conditions:
(a) This Amendment No. 3 shall have been duly executed by the authorized
representatives of the parties hereto.
(b) Eximbank shall have received evidence that each of the Borrower and
TEL is duly existing under the laws of the Cayman Islands, with full power,
authority and legal right to own its property and carry on its business as now
conducted.
(c) Eximbank shall have received evidence of the authority of the
Borrower, TEL and TEC to enter into this Amendment No. 3, and the names of,
and specimen signatures and evidence of authority for, the persons who will
execute this Amendment No. 3, sign or endorse the Note(s), as the case may be,
or otherwise act as the Borrower's or TEL's representative in the operation of
the Credit.
(d) Delivery of an opinion of legal counsel to the Borrower and TEL in
substantially the form of Annex C and Annex D, respectively, to the Credit
Agreement.
(e) Eximbank shall have received evidence that TEL has irrevocably
appointed as its agent for service of process the Person or Persons so
specified in Section 11.03(a) of the Credit Agreement, and that such agent has
accepted the appointment and has agreed to forward forthwith to TEL all legal
process addressed to TEL received by such agent.
(f) The original Note shall have been canceled by the Lender and a new
Note in the principal amount of the Credit shall have been fully executed by
the Borrower, endorsed by the Guarantor, and delivered to the Lender, with a
copy to Eximbank.
Section 8. Ratification.Except as expressly amended hereby, the Credit
-------------
Agreement and all other documents executed in connection therewith shall
remain in full force and effect. The Credit Agreement, as amended hereby, and
all rights and powers created thereby or thereunder and under the other
documents executed in connection therewith are in all respects ratified and
confirmed.
Section 9. Miscellaneous.
--------------
(a) The Credit Agreement and this Amendment No. 3 shall be read, taken
and construed as one and the same instrument.
(b) This Amendment No. 3 shall be governed by, and construed in
accordance with, the laws of the State of New York.
(c) Any references in the Credit Agreement to "this Agreement",
"hereunder", "herein" or words of like import referring to the Credit
Agreement, and each reference in any other document executed in connection
with the Credit Agreement (including the Credit Guarantee Agreement and each
Note), to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.
(d) This Amendment No. 3 may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
IN WITNESSETH WHEREOF, the parties hereto have caused this Amendment No.
3 to be duly executed and delivered by as of the date first above written.
TRITON COLOMBIA, INC.
By: _____________________
Name:___________________
Title: ____________________
TRITON ENERGY CORPORATION
By: _____________________
Name:___________________
Title: ____________________
TRITON ENERGY LIMITED
By: _____________________
Name:___________________
Title: ____________________
NATIONSBANK N.A., as successor in interest to NATIONSBANK, N.A. (CAROLINAS)
By: _____________________
Name:___________________
Title: ____________________
EXPORT-IMPORT BANK OF THE UNITED STATES
By: _____________________
Name:___________________
Title: ____________________
