EXHIBIT 10.46
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("this Amendment") is made
and entered into effective as of September 29, 1995 (the "Effective Date") by
and among TRITON ENERGY CORPORATION, a Texas corporation ("Borrower"), and the
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (individually
referred to herein as a "Lender" and collectively as "Lenders") and BANQUE
PARIBAS HOUSTON AGENCY, as agent for the Lenders (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, Borrower and Banque Paribas Houston Agency ("Paribas"),
with the Agent as Agent thereunder are parties to a Credit Agreement, dated as
of March 28, 1995 (the "Original Credit Agreement");
WHEREAS, pursuant to the First Amendment to Credit Agreement ("First
Amendment"), dated as of May 16, 1995, Union Bank ("Union Bank"), MeesPierson
N.V. ("MeesPierson") and Chemical Bank ("Chemical") purchased from Paribas,
and Paribas sold to Union Bank, MeesPierson and Chemical (sometimes referred
to herein collectively as "Assignees"), a portion of the Revolving Credit
Loans held by Paribas pursuant to, and which were outstanding under, the
Original Credit Agreement, and participated in a portion of the Letter of
Credit Reimbursement Obligations held by Paribas pursuant to, and which were
outstanding under, the Original Credit Agreement, in each case on the terms
and conditions and for the consideration therein set forth, and thereby the
Assignees became parties to the Original Credit Agreement as Lenders
thereunder, and the Original Credit Agreement was further amended in the
manner therein set forth;
WHEREAS, pursuant to the Second Amendment to Credit Agreement and
First Amendment to Security Agreement ("Second Amendment"), dated as of August
11, 1995, Borrower requested and the Lenders agreed to replace United States
Trust Company of New York as the custody agent for certain of its money
market instruments, securities and cash in the manner therein set forth
(the Original Credit Agreement, as amended by the First Amendment and the
Second Amendment, being referred to herein as the "Credit Agreement");
WHEREAS, Borrower has requested that the Lenders consent to an
extension of the Final Maturity Date under the Credit Agreement to October 1,
1997; and
WHEREAS, the Lenders and the Agent are willing to grant such request
on the terms provided for in this Amendment;
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and affirmed, Borrower, the Lenders and the Agent, each intending
to be legally bound, hereby mutually agree as follows:
1. Capitalized Terms. All capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms in
the Credit Agreement.
2. New Replacement Notes. In furtherance of the foregoing
transactions, Borrower shall execute and deliver to each of the Lenders its
replacement promissory notes dated the Effective Date in the form of Exhibits
"A-1" through "A-4" hereto attached ("New Replacement Notes"). The principal
amount of each New Replacement Note delivered to each Lender shall equal such
Lender's Commitment. The New Replacement Notes shall, upon acceptance by the
Lenders, as of the Effective Date constitute replacements and substitutions
for the four Revolving Credit Notes(Replacement Notes) dated May 16, 1995 (as
defined in and delivered pursuant to the First Amendment) (the "Existing
Notes"). All references in the Credit Agreement to the Revolving Credit Notes
shall, from and after the Effective Date, be deemed to refer to the New
Replacement Notes, the same as if such New Replacement Notes were the
Revolving Credit Notes defined, described and referred to in the Credit
Agreement. Upon acceptance of the New Replacement Notes, each of the Lenders,
respectively, agrees to return to Borrower its respective Existing Note marked
"Renewed and Extended as of September 29, 1995", being the Effective Date of
this Amendment.
3. Definition. Article I is hereby amended to amend and restate
the following Definition in its entirety:
"'Final Maturity Date' means October 1, 1997."
4. Representations of Borrower.
(a) The execution, delivery and performance by Borrower of this
Amendment and the consummation of the transactions contemplated hereby:
(i) are within Borrower's corporate powers;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of stockholders where
required;
(iii) do not and will not (A) contravene Borrower's certificate
of incorporation or by-laws or other comparable governing documents, (B)
violate any other applicable Requirement of Law (including, without
limitation, Regulations G, T, U and X of the Board of Governors of the Federal
Reserve System), or any order or decree of any Governmental Authority or
arbitrator, (C) conflict with or result in the breach of, or constitute a
default under, or result in or permit the termination or acceleration of, any
Contractual Obligation of any Loan Party or any of the Material Subsidiaries,
or (D) result in the creation or imposition of any Lien upon any of the
property of any Loan Party or any of its Material Subsidiaries, other than
those in favor of the Agent pursuant to the Collateral Securities; and
(iv) do not require the consent of, authorization by, approval
of, notice to, or filing or registration with, any Governmental Authority or
any other Person, other than those which have been or will be, prior to the
Effective Date, obtained or made and copies of which in the case of those
involving a Governmental Authority have been or will be delivered to the
Agent, and each of which on the Effective Date will be in full force and
effect.
(b) This Amendment has been duly executed and delivered by
Borrower. This Amendment is the legal, valid and binding obligation of
Borrower, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar law
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding of law or in equity).
(c) Borrower further represents and warrants that (i) all of the
representations and warranties made by Borrower in Article IV of the Credit
Agreement and in each other Loan Document are true and correct on and as of
the date hereof, as though made on the date hereof; (ii) Borrower has complied
with all terms and conditions setforth in the Credit Agreement and in each
other Loan Document as of the date hereof; and (iii) there has not occurred,
and currently there exists no, Default or Event of Default.
5. Conditions. The obligations of the Lenders and the Agent under this
Amendment are subject to the following conditions precedent:
(a) Execution and Delivery. This Amendment and the New Replacement
Notes shall have been duly executed by Borrower and delivered to the Lenders,
and each Lender and the Agent shall have executed a counterpart hereof.
(b) Legal Opinion. Each Lender and the Agent shall have received a
favorable opinion of Xxxxxxx & Xxxxxx, L.L.P., in substantially the form of
Exhibit B attached hereto.
(c) Australian Matters. The Agent shall have received the
following:
(i) Acknowledgement and Consent executed by Trident Oil
(Holdings) Pty Limited ACN 000 695 492, in substantially the form of Exhibit C
attached hereto; and
(ii) satisfactory searches in respect of the Australian
Securities Commission records pertaining to Trident Oil (Holdings) Pty Limited
and Crusader Limited ACN 009 785 326.
6. Ratification of Credit Agreement. All terms and provisions of the
Credit Agreement not expressly amended hereby are hereby ratified and
reaffirmed and shall remain in full force and effect without interruption,
change, or impairment of any kind.
7. General.
(a) Applicable Law. This Amendment has been delivered and accepted
in, and shall be a contract made under and governed by the laws of the State
of New York.
(b) Binding Effect. This Amendment shall be binding upon and
inure to the benefit of Borrower and the Lenders and their respective
successors and assigns.
(c) Payment of Expenses. Borrower agrees to reimburse the
Lenders for out-of-pocket expenses and will pay fees of counsel on behalf of
the Lenders reasonably incurred in the preparation, and subsequent enforcement
of this Amendment and the New Replacement Notes.
(d) Headings. The Section and subsection headings of this
Amendment are for convenience and shall not affect, limit or expand any term
or provision hereof.
(e) Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and each counterpart
shall be deemed an original. No one counterpart need be signed by all parties
hereto, but all such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Credit Agreement to be executed and delivered at Dallas, Texas by
their duly authorized officers, to be deemed effective as of the Effective
Date.
TRITON ENERGY CORPORATION
By:/s/Xxxxx Xxxx
Xxxxx Xxxx
Senior Vice President and
Chief Financial Officer
BANQUE PARIBAS HOUSTON AGENCY,
as the Agent and as a Lender
By:/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Vice President
By:/s/Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
Vice President
UNION BANK
By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title:Vice President
By: /s/Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
MEESPIERSON N.V.
By: /s/Xxxxxx X. Xxxxxx and
/s/ Xxxxx Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Name: Xxxxx Xxxxxx
Title: Vice President
CHEMICAL BANK
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
EXHIBIT "A-1"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $20,000,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Banque Paribas Houston Agency (the "Lender") the principal sum of Twenty
Million United States Dollars ($20,000,000), or, if less, the aggregate unpaid
principal amount of all Revolving Credit Loans (as defined in the Credit
Agreement referred to below) of the Lender to the Borrower, payable at such
times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit
Agreement dated effective August 11, 1995 (the "Second Amendment") and the
Third Amendment to Credit Agreement dated effective September 29, 1995 (the
"Third Amendment") (said Agreement, as amended by the First Amendment, the
Second Amendment and the Third Amendment, and as it may be amended or
otherwise modified thereafter from time to time, being the "Credit Agreement"),
among the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$20,000,000 made payable to the order of Banque Paribas Houston Agency.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT "A-2"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $17,500,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
MeesPierson N.V. (the "Lender") the principal sum of Seventeen Million Five
Hundred Thousand United States Dollars ($17,500,000), or, if less, the
aggregate unpaid principal amount of all Revolving Credit Loans (as defined in
the Credit Agreement referred to below) of the Lender to the Borrower, payable
at such times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third Amendment
to Credit Agreement dated effective September 29, 1995 (the "Third Amendment")
(said Agreement, as amended by the First Amendment, the Second Amendment and
the Third Amendment, and as it may be amended or otherwise modified thereafter
from time to time, being the "Credit Agreement"), among the Borrower, the
Lender,the other financial institutions referred to therein and Banque Paribas
Houston Agency, as agent for the Lender and such other financial institutions,
and the other Loan Documents referred to therein and entered into pursuant
thereto. The Credit Agreement, among other things, (i) provides for the making
of Revolving Credit Loans by the Lender to the Borrower in an aggregate amount
not to exceed at any time outstanding the United States dollar amount first
above mentioned, the indebtedness of the Borrower resulting from such Revolving
Credit Loans being evidenced by this Note, and (ii) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon
the happening of certain stated events and also for prepayments on account of
the principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$17,500,000 made payable to the order of MeesPierson N.V.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT "A-3"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $17,500,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Union Bank (the "Lender") the principal sum of Seventeen Million Five Hundred
Thousand United States Dollars ($17,500,000), or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans (as defined in the
Credit Agreement referred to below) of the Lender to the Borrower, payable at
such times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third
Amendment to Credit Agreement dated effective September 29, 1995 (the "Third
Amendment") (said Agreement, as amended by the First Amendment, the Second
Amendment and the Third Amendment, and as it may be amended or otherwise
modified thereafter from time to time, being the "Credit Agreement"), among
the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$17,500,000 made payable to the order of Union Bank.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT A-4"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $10,000,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Chemical Bank (the "Lender") the principal sum of Ten Million United States
Dollars ($10,000,000), or, if less, the aggregate unpaid principal amount of
all Revolving Credit Loans (as defined in the Credit Agreement referred to
below) of the Lender to the Borrower, payable at such times, and in such
amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third
Amendment to Credit Agreement dated effective September 29, 1995 (the "Third
Amendment") (said Agreement, as amended by the First Amendment, the Second
Amendment and the Third Amendment, and as it may be amended or otherwise
modified thereafter from time to time, being the "Credit Agreement"), among
the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior
to the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$10,000,000 made payable to the order of Chemical Bank.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
