TRITON ENERGY LTD, SC 13D, 1998-10-13

TRITON ENERGY LTD
SC 13D, 1998-10-13
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

TRITON ENERGY LIMITED
(Name of Issuer)

COMMON STOCK (ORDINARY SHARES), $0.01 PAR VALUE
(Title of Class of Securities)

G90751101
(CUSIP NUMBER)

LAWRENCE D. STUART, JR.
HM4 TRITON, L.P.
C/O HICKS, MUSE, TATE & FURST INCORPORATED
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

Copy to:

MICHAEL D. WORTLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7732

SEPTEMBER 30, 1998
(Date of Event which Requires Filing of this Statement on Schedule 13D)

================================================================================

<PAGE> 2

CUSIP NO. G90751101 Schedule 13D Page 2 of 12

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
1 Name of Reporting Person, S.S. or I.R.S. Identification No. of
Above Person

HM4 Triton, L.P.
- ----------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3 SEC Use Only

- ----------------------------------------------------------------------------------------------------------------------
4 Source of Funds
WC, BK
- ----------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Cayman Islands
----------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
0
----------------------------------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned 7,643,200
----------------------------------------------------------------------------------------------
by Each Reporting 9 Sole Dispositive Power
0
----------------------------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
17.4%
- ----------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 3

CUSIP NO. G90751101 Schedule 13D Page 3 of 12

HM4/GP Partners Cayman, L.P.
- ----------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3 SEC Use Only

- ----------------------------------------------------------------------------------------------------------------------
4 Source of Funds
WC
- ----------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
0
----------------------------------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned 7,643,200
----------------------------------------------------------------------------------------------
by Each Reporting 9 Sole Dispositive Power
0
----------------------------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
17.4%
- ----------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 4

CUSIP NO. G90751101 Schedule 13D Page 4 of 12

HM GP Partners IV Cayman, L.P.
- ----------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3 SEC Use Only

<PAGE> 5

CUSIP NO. G90751101 Schedule 13D Page 5 of 12

HM Fund IV Cayman, LLC
- ----------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3 SEC Use Only

- ----------------------------------------------------------------------------------------------------------------------
4 Source of Funds
WC
- ----------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
0
----------------------------------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned 7,643,200
----------------------------------------------------------------------------------------------
by Each Reporting 9 Sole Dispositive Power
0
----------------------------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
17.4%
- ----------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
OO (Cayman Islands limited liability company)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 6

CUSIP NO. G90751101 Schedule 13D Page 6 of 12

Thomas O. Hicks
- ----------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3 SEC Use Only

- ----------------------------------------------------------------------------------------------------------------------
4 Source of Funds
PF
- ----------------------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
0
----------------------------------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned 7,643,200
----------------------------------------------------------------------------------------------
by Each Reporting 9 Sole Dispositive Power
0
----------------------------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
7,643,200
- ----------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
17.4%
- ----------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 7

Schedule 13D Page 7 of 12

ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this statement on Schedule 13D
relates is the Ordinary Shares, par value $0.01 per share ("Ordinary Shares"),
of Triton Energy Limited, a Cayman Islands company (the "Company"). The
Reporting Persons beneficially own such equity securities as a result of HM4
Triton, L.P.'s, record ownership of 353,200 Ordinary Shares and 1,822,500 8%
Convertible Preference Shares, par value $0.01 per share, of the Company
("Preference Shares"). Each Preference Share currently is convertible at any
time at the option of the holder, prior to redemption by the Company, into four
Ordinary Shares, subject to customary antidilution protections. The Preference
Shares first become redeemable by the Company, at its option in whole but not in
part, on September 30, 2001, provided the Ordinary Shares have traded at certain
specified levels prior to redemption.

The address of the Company's principal executive offices is Caledonian
House, Mary Street, P. O. Box 1043, George Town, Grand Cayman, Cayman Islands.

ITEM 2. IDENTITY AND BACKGROUND

(a) through (f)

This Schedule 13D is being filed by HM4 Triton, L.P., a Cayman Islands
exempted limited partnership (the "Purchaser"); HM4/GP Partners Cayman, L.P., a
Cayman Islands exempted limited partnership ("HM4/GP"); HM GP Partners IV
Cayman, L.P., a Cayman Islands exempted limited partnership ("HM GP"); HM Fund
IV Cayman, LLC, a Cayman Islands company (the "General Partner"); and Thomas O.
Hicks, a United States citizen ("Hicks;" Purchaser, HM4/GP, HM GP, General
Partner, and Hicks sometimes collectively referred to herein as the "Reporting
Persons").

The Purchaser is a newly formed limited partnership whose principal
business is purchasing, acquiring, holding, voting, and selling or otherwise
disposing of shares and share equivalents of the Company (see Item 4). HM4/GP is
the general partner of the Purchaser; HM GP is the general partner of HM4/GP;
General Partner is the general partner of HM GP; and Hicks is the sole
shareholder of General Partner. Hicks also is a controlling person, the Chairman
of the Board and Chief Executive Officer of Hicks, Muse, Tate & Furst
Incorporated ("HMT&F"), a private investment firm specializing in acquisitions,
recapitalizations and other principal investing activities.

The principal business and office address of each Reporting Person is
200 Crescent Court, Suite 1600, Dallas, Texas 75201.

None of the Reporting Persons, during the last five years, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Purchaser utilized $127,575,000 of its working capital to purchase
1,822,500 Preference Shares on September 30, 1998, at $70.00 per share. This
working capital was provided by capital contributions to the Purchaser from
HM4/GP and the limited partners of the Purchaser. HM4/GP obtained the funds
contributed to Purchaser by capital contributions from HM GP and the limited
partners of HM4/GP; HM GP obtained the funds contributed to HM4/GP by capital
contributions from General Partner and the limited partners of General Partner;
General Partner obtained the funds contributed to HM GP by capital contributions
from Hicks; and Hicks obtained the funds contributed to General Partner from
personal funds.

The Purchaser utilized $6,139,889 borrowed pursuant to a $30 million
line of credit facility to purchase an aggregate of 708,000 Ordinary Shares in
open market purchases on October 8, 9 and 12, 1998. See Item 5(c) below.

<PAGE> 8

Schedule 13D Page 8 of 12

Bankers Trust Company provided the line of credit facility for the sole purpose
of providing interim financing to enable Purchaser to purchase Ordinary Shares
prior to the receipt by Purchaser of additional capital contributions from its
partners. Purchaser intends to repay the borrowings under the line of credit
facility within the next several days with capital contributions from its
partners. The terms of the line of credit facility are set forth in the Line
Letter and Base Rate Promissory Note attached hereto as Exhibits 10.5 and 10.6,
respectively, and incorporated herein by reference.

ITEM 4. PURPOSE OF THE TRANSACTION

The purpose of the acquisition of the Preference Shares and Ordinary
Shares was to implement the Purchaser's plan to obtain a substantial interest in
the Company for investment purposes.

(a) On August 31, 1998, the Company entered into a Stock Purchase
Agreement (the "Purchase Agreement") with the Purchaser. Pursuant to the
Purchase Agreement, on September 30, 1998, Purchaser acquired from the Company
1,822,500 Preference Shares (the "First Closing").

Promptly following the First Closing, the Company is required by the
Purchase Agreement to conduct a rights offering (the "Rights Offering") in which
the Company will distribute to each holder of record of Ordinary Shares, 5%
Convertible Preferred Shares and Preference Shares (including the Purchaser), as
of a date to be specified by the Board of Directors, transferable rights to
purchase, at $70.00 per share, a pro rata portion (proportional to each such
holder's ownership of Ordinary Shares on an "as-converted" basis) of
approximately 3,177,500 Preference Shares (the "Rights"). Pursuant to the
Purchase Agreement, each Right will carry the right to subscribe, at the $70.00
subscription price, for additional Preference Shares for which the other holders
of Rights did not subscribe through the exercise of the basic subscription
privileges. The Purchaser has agreed, subject to certain conditions, (i) to
exercise in the Rights Offering the basic subscription privileges pursuant to
all Rights that it will hold, (ii) not to exercise any oversubscription
privileges in the Rights Offering and (iii) to acquire upon consummation of the
Rights Offering all Preference Shares not subscribed for by other holders
pursuant to either their basic or oversubscription privileges. The primary terms
of the Rights Offering are described in Section 4.2 of the Purchase Agreement
filed as Exhibit 10.1 hereto.

The Preference Shares that were issued to the Purchaser in the First
Closing currently are convertible into an aggregate of 7,290,000 Ordinary
Shares, representing approximately 16.6% of the Ordinary Shares outstanding
after giving effect to such conversion, and the total amount of Preference
Shares to be issued pursuant to the Purchase Agreement will be convertible (at
the current conversion price) into an aggregate of 20 million Ordinary Shares,
representing approximately 35.3% of the Ordinary Shares outstanding after giving
effect to such conversion.

The Purchaser may elect to purchase Rights distributed in the Rights
Offering in addition to the Rights distributed to Purchaser and, as described
above, Purchaser will acquire additional Preference Shares pursuant to any
Rights so purchased. In addition, Purchaser may elect to purchase additional
Ordinary Shares in open market or private transactions from shareholders of the
Company. As previously announced by the Company, Purchaser may purchase up to 5
million Ordinary Shares in such transactions.

The Preference Shares will accumulate dividends at the rate of 8% per
annum, payable semi-annually in cash or in additional Preference Shares (at the
rate of one additional Preference Share for every $70 of accumulated dividends).
To the extent dividends on the Preference Shares are not paid in cash, such
dividends are required to be paid in additional Preference Shares, to the extent
legally available for such purpose. The Company has reserved 6,000,000
additional Preference Shares which may be utilized to pay such dividends.
Therefore, the Reporting Persons will acquire additional Preference Shares, and
beneficial ownership of additional Ordinary Shares, to the extent the dividends
on Preference Shares are paid in additional Preference Shares.

(b) and (c) Pursuant to the Purchase Agreement, the Company and the
Purchaser entered into a Shareholders Agreement (the "Shareholders Agreement")
at the time of the First Closing which, among other things, requires the consent
of Purchaser (and its designated transferees, if any) to (i) any merger,
reorganization or similar extraordinary transaction of the Company or its
subsidiaries or (ii) any sale of assets comprising in excess of 50% of

<PAGE> 9

Schedule 13D Page 9 of 12

the market value of the assets of the Company and its subsidiaries or any
dissolution or liquidation of the Company or any subsidiary, in each case for so
long as Purchaser and its affiliates continue to own securities of the issuer
representing at least 50% of Purchaser's investment pursuant to the Purchase
Agreement or 10% of the fully-diluted outstanding Ordinary Shares. See Section
4.3 of the Shareholders Agreement filed as Exhibit 10.2 hereto, which Section
4.3 is incorporated herein by reference.

Except as set forth in Section 4.3 of the Shareholders Agreement, the
Reporting Persons have no current plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation or sale or transfer of a material amount of assets
by the Company or any of its subsidiaries.

(d) Pursuant to the Shareholders Agreement, at the First Closing the
size of the Company's Board of Directors was set at ten and the Purchaser was
given the right to designate for nomination for election to the Company's Board
of Directors four out of such ten directors. If the number of members on the
Company's Board decreases or increases, the Purchaser and its transferees will
be entitled to designate for nomination for election a number of Board members
to maintain its percentage representation on the Board. This right to designate
directors will be reduced in the event the Purchaser's and its affiliates'
aggregate beneficial ownership of Ordinary Shares falls below certain thresholds
set forth in the Shareholders Agreement. The rights of Purchaser to designate
members for nomination to the Company's Board of Directors are set forth in
Section 4.1 of the Shareholders Agreement filed as Exhibit 10.2 hereto, which
Section 4.1 is incorporated herein by reference. On September 30, 1998, as of
the First Closing, the following designees of Purchaser were appointed to the
Company's Board of Directors to fill existing vacancies: Thomas O. Hicks, Jack
D. Furst, C. Richard Vermillion and J. Otis Winters.

(e), (f), (g), (h), (i) and (j) The Reporting Persons have no current
plans or proposals which relate to or would result in (i) any other material
change to the Company's business or corporate structure, (ii) any changes in the
Company's articles of incorporation or bylaws, or, subject to the matters
discussed in paragraph (d) of this Item 4, other actions that may impede the
acquisition or control of the Company by any person, (iii) a class of securities
of the Company being delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (iv) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Act of 1933, as amended; or (v) any action similar to
any of the foregoing.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) The Purchaser is the record and beneficial owner of 353,200
Ordinary Shares, which represent approximately 0.8% of the Company's outstanding
Ordinary Shares (giving effect to the conversion of Preference Shares held by
Purchaser at the current conversion rate). The Purchaser also is the record
owner of 1,822,500 Preference Shares, or 100% of the issued and outstanding
Preference Shares. The 1,822,500 Preference Shares currently are convertible
into an aggregate of 7,290,000 Ordinary Shares, which Ordinary Shares are
beneficially owned by Purchaser and represent approximately 16.6% of the
Company's pro forma Ordinary Shares outstanding. The 7,643,200 Ordinary Shares
beneficially owned by the Purchaser as described above represent approximately
17.4% of the Company's Ordinary Shares outstanding, giving effect to the
conversion of Preference Shares held by Purchaser.

As a result of the relationship of Hicks to the General Partner, the
General Partner to HM GP, HM GP to HM 4/GP, and HM4/GP to the Purchaser, each
Reporting Person may be deemed to have shared power to vote, or direct the vote
of, and to dispose, or direct the disposition of, the Ordinary Shares and
Preference Shares owned by Purchaser.

(c) On September 30, 1998, the Purchaser acquired 1,822,500
Preference Shares, at a price of $70.00 per share, from the Company pursuant to
the Purchase Agreement, which Preference Shares currently are convertible into
7,290,000 Ordinary Shares. On October 8, 9 and 12, 1998, Purchaser acquired a
total of 708,000 Ordinary Shares in open market purchases as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES DATE ACQUIRED PRICE PER SHARE MANNER
- ---------------- ------------- --------------- ------
<S> <C> <C> <C>
290,700 October 8, 1998 $8.25 open market purchase
2,500 October 9, 1998 $8.375 open market purchase
10,000 October 9, 1998 $8.50 open market purchase
6,000 October 9, 1998 $8.5625 open market purchase
3,000 October 9, 1998 $8.625 open market purchase
22,500 October 9, 1998 $8.75 open market purchase
12,500 October 9, 1998 $8.9375 open market purchase
6,000 October 9, 1998 $9.00 open market purchase
354,800 October 12, 1998 $9.00 open market purchase
</TABLE>
<PAGE> 10

Schedule 13D Page 10 of 12

(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Preference Shares or Ordinary Shares held of record or beneficially by
Purchaser.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

The following summaries of the Stock Purchase Agreement, Shareholders
Agreement, Monitoring and Oversight Agreement, and Financial Advisory Agreement
are qualified in their entirety by reference to such agreements, copies of which
are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and
incorporated herein by reference.

Stock Purchase Agreement. See response to Item 4(a) incorporated
herein by reference.

Shareholders Agreement. Pursuant to the terms of the Purchase
Agreement, on September 30, 1998, the Company and the Purchaser entered into the
Shareholders Agreement. The Shareholders Agreement provides the Purchaser and
certain designated transferees with certain piggyback and, at any time after
September 30, 1999, demand registration rights. The Company will pay all costs
of registration except for underwriting discounts and commissions and transfer
taxes.

During the one-year period following the date of the Shareholders
Agreement, subject to certain exceptions, the Purchaser may not transfer any
Preference Shares or Ordinary Shares held by Purchaser without the Company's
prior written consent. In addition, until the earlier of September 30, 2003, or
the date on which the Purchaser and its affiliates own less than 10% of the
Company's then outstanding Ordinary Shares (assuming conversion of all Ordinary
Share equivalents, including all Preference Shares, then held by Purchaser and
its affiliates) the Company has a right of first refusal with respect to any
such shares intended to be transferred.

See also responses to Items 4(b), (c) and (d), incorporated herein by
reference.

Monitoring and Oversight Agreement. On September 30, 1998, the Company
and Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HMCo"),
entered into a Monitoring and Oversight Agreement (the "Monitoring and Oversight
Agreement"). HM Partners Inc., in which Hicks owns a majority interest, is the
general partner of HMCo. Hicks also is a limited partner of HMCo. Pursuant to
the Monitoring and Oversight Agreement, the Company has retained HMCo to
provide, and HMCo has agreed to provide, financial oversight and monitoring
services to the Company as requested for the term of the Monitoring and
Oversight Agreement. The term of the Monitoring and Oversight Agreement
continues until the earlier to occur of September 30, 2008, or the date on which
the Purchaser and its affiliates cease to own beneficially, directly or
indirectly, at least 5% of the Company's outstanding Ordinary Shares (determined
after giving effect to the conversion of all Preference Shares held by Purchaser
and its affiliates at the conversion rate thereof in effect as of any date of
termination). As compensation for HMCo's services under the Monitoring and
Oversight Agreement, the Company shall pay to HMCo, in addition to reasonable
expenses, an annual fee of $500,000.

Financial Advisory Agreement. On August 31, 1998, the Company and HMCo
entered into a Financial Advisory Agreement (the "Financial Advisory
Agreement"). Pursuant to the Financial Advisory Agreement, HMCo has been engaged
to render financial advisory services to the Company and its subsidiaries in
connection with the negotiation of the Purchaser's purchase of the Preference
Shares and also to render financial advisory, investment banking and other
similar services to the Company and its subsidiaries with respect to any future
proposals for certain transactions that may be engaged in by the Company. The
term of the Financial Advisory Agreement continues until the earlier to occur of
August 31, 2008, or the date on which the Purchaser and its affiliates cease to
own beneficially,

<PAGE> 11
Schedule 13D Page 11 of 12

directly or indirectly, at least 5% of the outstanding Ordinary Shares
(determined after giving effect to the conversion of all Preference Shares held
by the Purchaser and its affiliates at the conversion rate thereof in effect as
of any date of determination).

As compensation for HMCo's services as financial advisor to the Company
and its subsidiaries in connection with the Purchaser's purchase of the
Preference Shares, upon the First Closing, the Company paid HMCo a fee in the
amount of $9,551,500. Under the Financial Advisory Agreement, HMCo is entitled
to receive additional compensation at the lesser of current market fees or 1.5%
of the transaction value for financial advisory, investment banking, and other
similar services rendered to the Company in connection with certain
transactions, unless the Company elects not to engage a financial advisor in
connection with such transactions; provided that such fees will be divided
equally between HMCo and any additional financial advisor that may be engaged by
the Company with respect to any such transaction.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

10.1 Stock Purchase Agreement, dated August 31, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.(1)*

10.2 Shareholders Agreement, dated September 30, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.*

10.3 Monitoring and Oversight Agreement, dated September 30, 1998,
by and between Triton Energy Limited and Hicks, Muse & Co.
Partners, L.P.*

10.4 Financial Advisory Agreement, dated August 31, 1998, by and
between Triton Energy Limited and Hicks, Muse & Co. Partners,
L.P.*

10.5 Line Letter dated October 9, 1998, by and between Bankers
Trust Company and HM4 Triton, L.P.*

10.6 Base Rate Promissory Note dated October 9, 1998, in the
original principal amount of $30,000,000, executed by HM4
Triton, L.P., and payable to Bankers Trust Company.*

24.1 Power of Attorney for Thomas O. Hicks (filed as Exhibit 2 to
Schedule 13D regarding Coho Energy, Inc., filed with the
Securities and Exchange Commission on May 20, 1998, and
incorporated herein by reference).

24.2 Power of Attorney for HM4/GP Partners Cayman, L.P.*

24.3 Power of Attorney for HM GP Partners IV Cayman, L.P.*

24.4 Power of Attorney for HM Fund IV Cayman, LLC.*

24.5 Power of Attorney for HM4 Triton, L.P.*

99.1 Joint Filing Agreement dated October 9, 1998, among HM4
Triton, L.P., HM Fund IV Cayman, LLC, HM GP Partners IV
Cayman, L.P., HM4/GP Partners Cayman, L.P. and Thomas O.
Hicks.*
- ------------------------------
* Filed herewith.

(1) The Stock Purchase Agreement is filed herewith without attached
exhibits and schedules, but such omitted exhibits and schedules will be
provided by the Purchaser upon written request.

<PAGE> 12
Schedule 13D Page 12 of 12

SIGNATURES

After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated October 12, 1998 HM4 TRITON, L.P.

By: /s/ MICHAEL D. SALIM
------------------------------
Michael D. Salim
Attorney-in-Fact

Dated October 12, 1998 THOMAS O. HICKS

/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact

Dated October 12, 1998 HM4/GP PARTNERS CAYMAN, L.P.

/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact

Dated October 12, 1998 HM GP PARTNERS IV CAYMAN, L.P.

/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact

Dated October 12, 1998 HM FUND IV CAYMAN, LLC

/s/ MICHAEL D. SALIM
---------------------------------------
By: Michael D. Salim, Attorney-in-Fact

<PAGE> 13

CUSIP NO. G90751101 Schedule 13D/A

EXHIBIT INDEX

<TABLE>
<S> <C>
10.1 Stock Purchase Agreement, dated August 31, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.(1)*

10.2 Shareholders Agreement, dated September 30, 1998, by and
between Triton Energy Limited and HM4 Triton, L.P.*

10.3 Monitoring and Oversight Agreement, dated September 30, 1998,
by and between Triton Energy Limited and Hicks, Muse & Co.
Partners, L.P.*

10.4 Financial Advisory Agreement, dated AUGUST 31, 1998, by and
between Triton Energy Limited and Hicks, Muse & Co. Partners,
L.P.*

10.5 Line Letter dated October 9, 1998, by and between Bankers
Trust Company and HM4 Triton, L.P.(2)*

10.6 Base Rate Promissory Note dated October 9, 1998, in the
original principal amount of $30,000,000, executed by HM4
Triton, L.P., and payable to Bankers Trust Company.*

24.2 Power of Attorney for HM4/GP Partners Cayman, L.P.*

24.3 Power of Attorney for HM GP Partners IV Cayman, L.P.*

24.4 Power of Attorney for HM Fund IV Cayman, LLC.*

24.5 Power of Attorney for HM4 Triton, L.P.*

99.1 Joint Filing Agreement dated October 9, 1998, among HM4
Triton, L.P., HM Fund IV Cayman, LLC, HM GP Partners IV
Cayman, L.P., HM4/GP Partners Cayman, L.P. and Thomas O.
Hicks.*
</TABLE>

- ------------------------------

* Filed herewith.

(1) The Stock Purchase Agreement is filed herewith without attached
exhibits and schedules, but such omitted exhibits and schedules will be
provided by the Purchaser upon written request.

(2) The Line Letter is filed herewith without attached exhibits, but such
omitted exhibits will be provided by the Purchaser upon written
request.

<PAGE> 1
EXHIBIT 10.1

EXECUTION COPY

- --------------------------------------------------------------------------------

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

TRITON ENERGY LIMITED

AND

HM4 TRITON, L.P.

8% CONVERTIBLE PREFERENCE SHARES
(PAR VALUE $.01 PER SHARE)

AUGUST 31, 1998

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<PAGE> 2
TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 References and Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE II

PURCHASE OF 8% PREFERENCE SHARES

Section 2.1 Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.2 Representations and Warranties of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE IV

COVENANTS

Section 4.1 Furnishing of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.2 Rights Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.3 Stock Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.4 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.5 Affirmative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.6 Negative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.7 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.8 Shareholders Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.9 Preferred Stock Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.10 HSR Act Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.11 Indemnification of Directors and Officers; Insurance . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.13 Notification of Certain Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 4.14 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 4.15 Financial Advisory Agreement; Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

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ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

Section 5.1 Conditions Precedent to Each Party's Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.2 Conditions Precedent to Obligation of Purchaser at the First Closing . . . . . . . . . . . . . . . . 41
Section 5.3 Conditions Precedent to Obligations of Company at the First Closing . . . . . . . . . . . . . . . . 43
Section 5.4 Conditions Precedent to Obligation of Purchaser at the Second Closing . . . . . . . . . . . . . . . 43
Section 5.5 Conditions Precedent to Obligations of Company at the Second Closing . . . . . . . . . . . . . . . . 45

ARTICLE VI

CLOSINGS

Section 6.1 Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 6.2 Actions to Occur at the First Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 6.3 Actions to Occur at the Second Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE VII

TERMINATION

Section 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 7.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.2 Indemnification of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.3 Defense of Third-Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.4 Direct Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.6 Tax Related Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IX

MISCELLANEOUS

Section 9.1 Survival of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.2 No Waiver; Modification in Writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.3 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
</TABLE>

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Section 9.5 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.6 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 9.9 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 9.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 9.11 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.12 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.13 Director and Officer Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.14 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
</TABLE>

EXHIBITS

Exhibit A Form of Financial Advisory Agreement
Exhibit B Form of Monitoring and Oversight Agreement
Exhibit C Form of Preferred Stock Authorization
Exhibit D Form of Shareholders Agreement
Exhibit E Form of Indemnification Agreement
Exhibit F-1 Form of Legal Opinion of Robert Holland, General Counsel to
the Company
Exhibit F-2 Form of Legal Opinion of W. S. Walker & Co.
Exhibit F-3 Form of Legal Opinion of Hunter & Hunter

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<PAGE> 5
STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of August 31, 1998, by and between
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").

In consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, and unless
the context requires a different meaning, the following terms have the meanings
indicated:

"5% Preference Shares" has the meaning set forth in Section 3.1(c)(i).

"5% Preference Shares Authorization" has the meaning set forth in
Section 3.1(c)(iii).

"8% Preference Shares" means the Company's 8% Convertible Preference
Shares, par value $.01 per share.

"Additional D&O Policies" has the meaning set forth in Section
4.11(b).

"Affiliate" means, with respect to any Person, any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with such Person. For purposes of this
definition and this Agreement, the term "control" (and correlative terms) means
the power, whether by contract, equity ownership or otherwise, to direct the
policies or management of a Person.

"Agreement" means this Stock Purchase Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the
terms hereof.

"Approval" means any approval, authorization, grant of authority,
consent, order, qualification, permit, license, variance, exemption, franchise,
concession, certificate, filing or registration or any waiver of the foregoing,
or any notice, statement or other communication required to be filed with,
delivered to or obtained from any Governmental Entity or any other Person.

"Articles of Association" means the Company's Articles of Association,
as amended from time to time.

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<PAGE> 6
"Asset Value" shall mean the consideration to be paid for such asset
by the acquiring Person in a bona fide arms-length transaction with a
non-Affiliate third party, including all debt assumed as part of such
transaction or to which the assets subject to such transaction remain subject
and which remains outstanding immediately following such transaction; provided,
however, that if the consideration is payable in whole or in part in property
(which term shall include the securities of any issuer other than the Company)
other than cash, the fair market value of such property shall be determined as
follows: (i) if such property consists of securities, such value shall be the
Current Market Price of such securities and (ii) such value of property other
than securities shall be determined by the Company and HMCo in good faith or,
if the Company and HMCo do not agree on the fair market value of such property
within five (5) Business Days after HMCo's receipt of a copy of the written
offer to purchase such assets describing and quantifying the non-cash
consideration to be paid for such assets, then the Company and HMCo shall
select one nationally recognized independent appraiser (with each of the
Company and HMCo bearing one-half of the expense of such appraiser) to
determine the fair market value of that property and the appraised fair market
value of that property as determined by such appraiser shall be deemed the fair
market value of that property.

"Authorized Preferred Stock" has the meaning set forth in Section
3.1(c)(i).

"Benefit Plan" has the meaning set forth in Section 3.1(o).

"Board" means the Board of Directors of the Company.

"Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York,
New York or Dallas, Texas generally are authorized or required by law or other
government actions to close.

"Capital Stock" means (i) with respect to any Person that is a
corporation or company, any and all shares, interests, participations or other
equivalents (however designated) of capital or capital stock of such Person and
(ii) with respect to any Person that is not a corporation or company, any and
all partnership or other equity interests of such Person.

"Closings" has the meaning provided therefor in Section 6.1.

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder as in effect on the date hereof.

"Common Stock" means the Company's ordinary shares, par value $.01 per
share, and any Capital Stock for or into which such Common Stock hereafter is
exchanged, converted, reclassified or recapitalized by the Company or pursuant
to an agreement to which the Company is a party.

"Company" has the meaning set forth in the introductory paragraph
hereof.

"Company Disclosure Schedule" has the meaning set forth in Section
3.1.

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<PAGE> 7
"Company Indemnified Costs" means (i) any and all damages, losses,
claims, liabilities, demands, charges, suits, penalties, costs and expenses
(including court costs and reasonable legal fees and expenses incurred in
investigating and preparing for any litigation or proceeding) that any of the
Company Indemnified Parties incurs and that arise out of or result from any
breach or default by Purchaser of any of the representations or warranties
under this Agreement or any other Transaction Documents and (ii) any and all
damages, losses, claims, liabilities, demands, charges, suits, penalties, costs
and expenses (including court costs and reasonable legal fees and expenses
incurred in investigating and preparing for any litigation or proceeding) that
any of the Company Indemnified Parties incurs and that arise out of or result
from any breach by Purchaser of any of the covenants or agreements under this
Agreement or any other Transaction Documents.

"Company Interests" means:

(a) all rights, titles, interests, tenements,
hereditaments, appurtenances, benefits and privileges of the Company
or any of its Subsidiaries in, to and under the Concession Area, the
Material Oil and Gas Contracts, the other Contract Interests and all
material personal property, improvements, lease and well equipment,
easements, permits, servitudes, rights of way and surface rights
associated therewith, if any; and

(b) all material files, records and data owned
by, or in the actual or constructive possession of, the Company or any
of its Subsidiaries relating to the Company, any of its Subsidiaries,
the Concession Area, the Material Oil and Gas Contracts, the Contract
Interests or any other Company Interest, including all material title
records, geological, geophysical and seismic records, data and
information, production records, electric logs, core data, pressure
data and other related matters of a non-interpretive nature associated
therewith.

"Company Options" has the meaning set forth in Section 3.1(c)(iv).

"Company SEC Documents" has the meaning set forth in Section
3.1(e)(i).

"Concession Area" means the geographic areas or regions covered by or
subject to the Material Oil and Gas Contracts.

"Contract Interests" means the Material Oil and Gas Contracts and any
and all existing oil and gas processing contracts, casinghead gas contracts,
joint venture agreements, seismic exploration agreements, area of mutual
interest agreements, saltwater disposal agreements, commingling agreements,
sales agreements, transportation agreements, pipeline agreements, and other
contracts, agreements and instruments (including the penalty provisions thereof
and future interests, reversionary rights and deferred interests) and orders
relating thereto, to which the Company or any Subsidiary is a party or
otherwise bound which relate to the Concession Area or to the exploration for
or development, production or transportation of oil, gas or petroleum from or
attributable to the Concession Area.

3
<PAGE> 8
"Contracts" means all agreements, contracts, or other binding
commitments, arrangements or plans, written or oral (including any amendments
and other modifications thereto), to which the Company or any of its
Subsidiaries is a party or is otherwise bound.

"Credit Agreements" means, collectively, (i) that certain Credit
Agreement between the Company and Societe Generale, Southwest Agency, dated
October 8, 1997, as amended, (ii) that certain Credit Agreement between the
Company and Barclays Bank PLC, dated November 26, 1997, as amended, (iii) that
certain Credit Agreement between the Company and Toronto Dominion (Texas),
Inc., dated November 26, 1997, as amended, (iv) that certain Credit Agreement
between the Company and Union Bank of California, N.A., dated December 31,
1997, as amended, (v) that certain Credit Agreement between the Company and
Credit Suisse First Boston, dated February 9, 1998, as amended, and (vi) that
certain Demand Promissory Note with Banque Paribas dated September 15, 1997.

"Cure Period" has the meaning set forth in Section 7.1(b)(i).

"Current Market Price" of Common Stock or any other class of stock or
other security of the Company or any other issuer for any day shall mean the
last reported sales price, regular way on such day, or, if no sale takes place
on such day, the average of the reported closing bid and asked prices on such
day, regular way, in either case as reported on the New York Stock Exchange
("NYSE") or, if such security is not listed or admitted for trading on the
NYSE, on the principal national securities exchange on which such security is
listed or admitted for trading or, if not listed or admitted for trading on any
national securities exchange, on The Nasdaq Stock Market or, if such security
is not quoted on The Nasdaq Stock Market, the average of the closing bid and
asked prices on such day in the over-the-counter market as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or, if bid and asked prices for such security on such day shall not
have been reported through NASDAQ, the average of the bid and asked prices on
such day as furnished by any NYSE member firm regularly making a market in such
security selected for such purpose by the Board of Directors or, if no such
market is regularly made, as determined by a majority of the Board of Directors
based on advice of an independent appraiser selected by a majority of the Board
of Directors.

"Debt", without duplication, means (a) all indebtedness (including the
principal amount thereof or, if applicable, the accreted amount thereof and the
amount of accrued and unpaid interest thereon) of the Company or its
Subsidiaries, whether or not represented by bonds, debentures, notes or other
securities, for the repayment of money borrowed, (b) all deferred indebtedness
of the Company or its Subsidiaries for the payment of the purchase price of
property or assets purchased, (c) all obligations of the Company or its
Subsidiaries to pay rent or other payment amounts under a lease of real or
personal property which is required to be classified as a capital lease or a
liability on the face of a balance sheet prepared in accordance with GAAP, (d)
any outstanding reimbursement obligation of the Company or its Subsidiaries
with respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of the Company or its Subsidiaries, (e) any payment
obligation of the Company or its Subsidiaries under any interest rate swap
agreement, forward rate agreement, interest rate cap or collar agreement or
other financial agreement

4
<PAGE> 9
or arrangement entered into for the purpose of limiting or managing interest
rate risks, (f) all indebtedness for borrowed money secured by any Lien
existing on property owned by the Company or its Subsidiaries, whether or not
indebtedness secured thereby shall have been assumed, (g) all guaranties,
endorsements, assumptions and other contingent obligations of the Company or
its Subsidiaries in respect of, or to purchase or to otherwise acquire,
indebtedness for borrowed money of others, (h) all other short-term and
long-term liabilities of the Company or its Subsidiaries of any nature and (i)
all premiums, penalties and change of control payments required to be paid or
offered in respect of any of the foregoing as a result of the consummation of
the transactions contemplated by the Transaction Documents regardless if any of
such are actually paid.

"Environmental Laws" has the meaning set forth in Section 3.1(r)(A).

"ERISA" has the meaning set forth in Section 3.1(o).

"Excess Shares" has the meaning set forth in Section 4.2.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

"Financial Advisory Agreement" means that certain Financial Advisory
Agreement between the Company and HMCo in the form of Exhibit A hereto.

"First Closing" has the meaning set forth in Section 6.1.

"First Closing Date" has the meaning set forth in Section 6.1.

"GAAP" has the meaning set forth in Section 3.1(e)(ii).

"Governmental Entity" means any agency, bureau, commission, court,
authority, department, official, political subdivision, tribunal or other
instrumentality of any government, whether (i) regulatory, administrative or
otherwise, (ii) federal, state or local, or (iii) domestic or foreign.

"Hazardous Materials" has the meaning set forth in Section 3.1(r)(B).

"HMCo" has the meaning set forth in Section 4.16.

"HSR Act" has the meaning set forth in Section 3.1(d)(iii) of this
Agreement.

"Indemnification Agreement" has the meaning set forth in Section
4.11(a).

"Indemnified Parties" means the Purchaser Indemnified Parties or the
Company Indemnified Parties, as the case may be.

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<PAGE> 10
"Indemnifying Party" means any person who is obligated to provide
indemnification hereunder.

"Indenture" means that certain Amended and Restated Senior Indenture
between the Company and The Chase Manhattan Bank, as Trustee, dated as of July
25, 1997, together with the Amended and Restated First Supplemental Indenture,
dated as of July 25, 1997, with respect to $200,000,000 aggregate principal
amount of 8 3/4% Senior Notes due 2002, and the Amended and Restated Second
Supplemental Indenture, dated as of July 25, 1997, with respect to $200,000,000
aggregate principal amount of 9 1/4% Senior Notes due 2005.

"Initial Shares" means the 1,822,500 Shares to be purchased and sold
at the First Closing.

"Intangible Property" has the meaning set forth in Section 3.1(q).

"knowledge" has the meaning set forth in Section 3.1(j)(v).

"Law" means any constitutional provision, statute or other law,
ordinance, rule, regulation or interpretation of any thereof and any Order of
any Governmental Entity (including environmental laws).

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
encumbrance, charge or security interest of any kind in or on such asset or the
revenues or income thereon or therefrom.

"Litigation" has the meaning set forth in Section 3.1(k).

"Material Adverse Effect" or "Material Adverse Change" means any
effect, change, event or occurrence that is materially adverse to the business,
operations, properties, condition (financial or otherwise), results of
operations, assets, liabilities or prospects of the Company and its
Subsidiaries taken as a whole , but excluding any such effect, change, event or
occurrence resulting from or relating to (i) changes in general economic
conditions or (ii) effects, changes, events or occurrences in the Company's
industry generally (including without limitation any regulatory changes or
changes in prices for oil or gas), in each case which do not have a materially
disproportionate effect on the business, operations or properties of the
Company or its Subsidiaries as compared to general economic conditions or the
Company's industry as a whole, respectively.

"Material Contracts" has the meaning given it in Section 3.1(l)(ii).

"Material Oil and Gas Contracts" means the following agreements as in
effect on the date hereof and as the same may hereafter be modified, amended,
supplemented or restated: (A) Contract for Exploration and Exploitation for
Santiago de Atalayas I with an effective date of July 1, 1982, between Triton
Columbia, Inc. ("TCI") and Empressa Colombiana De Petroleos; (B) Contract for
Exploration and Exploitation for Tauramena with an effective date of July 4,
1988, between TCI and Empressa Colombiana De Petroleos; (C) Rio Chitamena
Association Contract between Empressa Colombiana De Petroleos and Total
Exploration En Produktie Maatschappij B.V., dated

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<PAGE> 11
December 3, 1990; (D) Contract between Malaysia-Thailand Joint Authority and
Petronas Carigali (JDA) SDN. BHD. and Triton Oil Company of Thailand dated as
of April 21, 1994, relating to Exploration and Exploitation of Petroleum for
Malaysia-Thailand Joint Development Area Block A-18; and (E) the joint
operating agreements relating to the foregoing (A) through (D).

"Memorandum of Association" means the Company's Memorandum of
Association, as amended from time to time.

"Monitoring Agreement" means that certain Monitoring and Oversight
Agreement to be entered into between the Company and HMCo in the form of
Exhibit B hereto.

"NYSE" means the New York Stock Exchange.

"NYSE Approval" has the meaning set forth in Section 4.3.

"Oil and Gas Properties" means leasehold and other interests in oil,
gas and other mineral properties owned or otherwise held in the name of the
Company or any of its Subsidiaries.

"Order" means any decree, injunction, judgment, order, ruling,
assessment or writ.

"Permitted Liens" has the meaning set forth in Section 3.1(n).

"Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

"Preferred Stock Authorization" means the unanimous written consent of
the Board creating, authorizing and providing for the issuance of the 8%
Preference Shares, in the form of Exhibit C.

"Purchase Price" has the meaning set forth in Section 2.1(b).

"Purchaser" has the meaning set forth in the introductory paragraph
hereto.

"Purchaser Designees" has the meaning set forth in Section 4.11(a).

"Purchaser Indemnified Costs" means any and all damages, losses,
claims, liabilities, demands, charges, suits, penalties, costs and expenses
(including court costs and reasonable legal fees and expenses incurred in
investigating and preparing for any litigation or proceeding) that any of the
Purchaser Indemnified Parties incurs and that arise out of or result from (i)
any breach or default by the Company of any of the representations or
warranties under this Agreement or any other Transaction Documents, (ii) any
breach by the Company of any of the covenants or agreements (other than
breaches of covenants to be performed by the Company after the Closing) of the
Company under this Agreement or any other Transaction Documents or (iii) any
litigation or proceedings brought by any shareholder of the Company (whether
such action is brought in such

7
<PAGE> 12
shareholder's name or derivatively on behalf of the Company) in respect of the
transactions contemplated by this Agreement or any other Transaction Documents.

"Purchaser Indemnified Parties" means Purchaser and each officer,
director, employee, stockholder, partner, member and Affiliate of Purchaser.

"Purchaser's Expenses" means all reasonable out-of-pocket fees, costs
and expenses incurred by Purchaser in connection with its due diligence efforts
or the transactions contemplated by this Agreement and the other Transaction
Documents, including (i) fees, costs and expenses of its accountants, counsel,
financial advisors and other similar advisors and (ii) fees paid to any
Governmental Entity but excluding any commitment, underwriting fee or similar
fees paid by Purchaser to any third party lender or underwriter in connection
with any debt financing obtained by Purchaser with respect to the transactions
contemplated by this Agreement.

"Registration Statement" has the meaning set forth in Section 4.4.

"Release" has the meaning set forth in Section 3.1(r)(C).

"Remaining Shares" means the Shares purchased and sold at the Second
Closing, including 8% Preference Shares purchased by Purchaser pursuant to
Rights held by Purchaser.

"Remedial Action" has the meaning set forth in Section 3.1(r)(D).

"Reserve Report" means the Appraisal Report as of December 31, 1997 on
Certain Properties owned by Triton Colombia Incorporated in Colombia prepared
by DeGolyer and MacNaughton with respect to the Cusiana and Cupiagua Fields in
Colombia and the End-1997 Reserves Report of Carigali-Triton Operating Company
with respect to Block A-18 in the Malaysia-Thailand Joint Development Area
estimating the proved reserves attributable to the Cakirawala, Suriya, Bulan,
Bumi East, Senja, Samudra and Wira fields as of December 31, 1997 and described
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997.

"Rights" has the meaning set forth in Section 4.2(a).

"Rights Agreement" has the meaning set forth in Section 3.1(u).

"Rights Offering" has the meaning set forth in Section 4.2(a).

"Rights Offering Documents" has the meaning set forth in Section
4.2(b).

"Rule 144" means Rule 144 under the Securities Act of 1933, as
amended, and any successor rule thereto.

"Sale Transaction" means (a) the acquisition (by direct issuance from
the Company, from existing securityholders or otherwise) by any Person or group
of Persons deemed a "person" under

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<PAGE> 13
Section 13(a)(3) of the Exchange Act of beneficial ownership of securities
representing a majority of the combined voting power of the outstanding
securities of the Company entitled to vote , generally or as a separate class
or series or together with one or more class or series of shares or stock, in
the election of directors of the Company, the result of which would result in
such Person or Persons (or group) having the ability to elect a majority of the
Board of Directors, (b) a reorganization, recapitalization, merger,
consolidation or similar business combination or transaction involving the
Company (unless the holders of the outstanding securities of the Company
entitled to vote in the election of directors prior to such transaction
continue to own securities of the entity resulting from or surviving such
transaction (a "Surviving Entity") entitled to vote in the election of
directors sufficient to allow holders to elect a majority of the board of
directors of the Surviving Entity upon the completion of such transaction) or
(c) a sale or other disposition (in a single transaction or a series of related
transactions) of assets with an Asset Value in excess of 50% of the market
value of the assets of the Company and its Subsidiaries as a whole; provided,
however, such term shall not include the transactions contemplated by this
Agreement or any other Transaction Documents.

"SEC" means the Securities and Exchange Commission.

"Second Closing" has the meaning set forth in Section 6.1.

"Second Closing Date" has the meaning set forth in Section 6.1.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

"Senior Notes" means, collectively, (i) $200,000,000 in aggregate
principal amount of 8 3/4% Senior Notes due 2002, and (ii) $200,000,000 in
aggregate principal amount of 9 1/4% Senior Notes due 2005.

"Shareholder Litigation" means each of the pending class action
proceedings styled as Birdie Capital Corporation and Jonathan Schwartz v.
Triton Energy, Limited., et al., Ken Bortner v. Triton Energy, Limited., et
al., D. H. Lee, Jr. v. Triton Energy, Limited, et al., North River Trading Co.
L.L.C. v. Triton Energy, Limited, et al., Richard Strauss and Michael Brown v.
Triton Energy, Limited., et al., Richard L. Zorn v. Triton Energy, Limited., et
al., and any and all additional claims, actions, suits or proceedings relating
to the same set of facts or circumstances, or otherwise containing
substantially the same allegations, as such proceedings.

"Shareholders Agreement" means the Shareholders Agreement between the
Company and Purchaser, substantially in the form attached hereto as Exhibit D.

"Shares" means the shares of 8% Preference Shares purchased by
Purchaser pursuant to this Agreement.

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<PAGE> 14
"Stock Plans" means the Company's (i) 1981 Employee Non-Qualified
Stock Option Plan, as amended, (ii) 1985 Stock Option Plan, as amended, (iii)
1988 Stock Appreciation Rights Plan, (iv) 1989 Stock Option Plan, as amended,
(v) Second Amended and Restated 1992 Stock Option Plan, (vi) Amended and
Restated 1985 Restricted Stock Plan, as amended, (vii) 1997 Share Compensation
Plan and (viii) Triton Resources (UK) Limited Share Option Scheme.

"Subsidiary" means, (i) a corporation, a majority of whose stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by the Company, by a Subsidiary of the Company or
by the Company and another Subsidiary, or (ii) any other Person (other than a
corporation) in which the Company, a Subsidiary or the Company and a
Subsidiary, directly or indirectly, at the date of determination thereof has at
least a majority ownership interest. For purposes of this Agreement, Triton
International Oil Corporation shall be deemed a Subsidiary of the Company.

"Tax" or "Taxes" has the meaning set forth in Section 3.1(n).

"Tax Return" has the meaning set forth in Section 3.1(n) hereof.

"Termination Fee" has the meaning set forth in Section 9.5(c).

"Transaction Documents" means this Agreement, the Preferred Stock
Authorization, the Shareholders Agreement and any other documents executed in
connection herewith or therewith.

"Transfer" has the meaning set forth in Section 3.2(e).

"Underlying Shares" means the shares of Common Stock issuable upon
conversion or exchange of the Shares.

"Unsubscribed Shares" shall mean the number of shares of 8% Preference
Shares for which the holders of Rights shall not have subscribed, either
pursuant to their basic or oversubscription privileges, during the period of
time in which holders of Rights may exercise Rights to purchase 8% Preference
Shares in the Rights Offering.

Section 1.2 References and Titles. All references in this
Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other
subdivisions refer to the corresponding Exhibits, Schedules, Articles,
Sections, subsections, and other subdivisions of this Agreement unless
expressly provided otherwise. Titles appearing at the beginning of any
Articles, Sections, subsections, or other subdivisions of this Agreement are
for convenience only, do not constitute any part of such Articles, Sections,
subsections or other subdivisions, and shall be disregarded in construing the
language contained therein. The words "this Agreement," "herein," "hereby,"
"hereunder," and "hereof," and words of similar import, refer to this Agreement
as a whole and not to any particular subdivision unless expressly so limited.
The words "this Section," "this subsection," and words of similar import, refer
only to the Sections or subsections hereof in which such words occur. The word
"including" (in its various forms) means "including without limitation."

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<PAGE> 15
Pronouns in masculine, feminine, or neuter genders shall be construed to state
and include any other gender and words, terms, and titles (including terms
defined herein) in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise expressly requires. Unless the
context otherwise requires, all defined terms contained herein shall include
the singular and plural and the conjunctive and disjunctive forms of such
defined terms.

ARTICLE II

PURCHASE OF 8% PREFERENCE SHARES

Section 2.1 Purchase of Shares.

(a) Subject to the terms and conditions herein set forth,
the Company will sell to Purchaser, and Purchaser will purchase from the
Company, at the times indicated below, a number of shares of 8% Preference
Shares equal to the sum of the following:

(i) at the First Closing, 1,822,500 Shares; and

(ii) at the Second Closing, a number of 8%
Preference Shares equal to the sum of (A) Purchaser's pro rata
portion of 8% Preference Shares offered in the Rights Offering
and (B) all Unsubscribed Shares; provided that Purchaser shall
not be required to purchase more than 3,177,500 8% Preference
Shares at the Second Closing.

(b) The aggregate purchase price payable for the 8%
Preference Shares at each Closing shall be equal to $70.00 multiplied by the
total number of 8% Preference Shares purchased by the Purchaser at such Closing
(the "Purchase Price").

(c) Delivery of the Shares shall be made at each Closing
by delivery to Purchaser, against payment of the Purchase Price therefor as
provided herein, of a share certificate representing the total number of Shares
to be purchased at such Closing by Purchaser hereunder.

(d) Payment of the Purchase Price for the Shares to be
purchased hereunder shall be made by or on behalf of Purchaser by wire transfer
of immediately available funds to an account of the Company (the number for
which account shall have been furnished to Purchaser at least two Business Days
prior to the applicable Closing Date).

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<PAGE> 16
ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company. The
Company represents and warrants to Purchaser as follows (in each case as
qualified by matters reflected on the disclosure schedule dated as of the date
of this Agreement and delivered by the Company to Purchaser on or prior to the
date of this Agreement (the "Company Disclosure Schedule") and made a part
hereof by reference):

(a) Organization, Standing and Power. Each of the
Company and each of its Subsidiaries is a corporation or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized and has the requisite
corporate or other such entity power and authority to carry on its business as
now being conducted. Each of the Company and each of its Subsidiaries is duly
qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification or licensing necessary, other than in
such jurisdictions where the failure to be so qualified or licensed or to be in
good standing, individually or in the aggregate, has not had and could not
reasonably be expected to have a Material Adverse Effect. The Company has
delivered (or, in the case of the Company's Subsidiaries, made available) to
Purchaser prior to the execution of this Agreement complete and correct copies
of its Memorandum of Association and Articles of Association, as in effect on
the date of this Agreement.

(b) Subsidiaries. Schedule 3.1(b)(i) of the Company
Disclosure Schedule sets forth a true and complete list, as of the date hereof,
of each Subsidiary of the Company, together with the jurisdiction of
incorporation or organization and the percentage of each Subsidiary's
outstanding share capital (or other voting or equity securities or interests,
as applicable) owned by the Company or another Subsidiary of the Company.
Except as set forth in Schedule 3.1(b)(ii) of the Company Disclosure Schedule,
all the outstanding shares of share capital (or other voting or equity
securities or interests, as applicable) of each Subsidiary of the Company have
been validly issued and (with respect to corporate Subsidiaries) are fully paid
and nonassessable and are owned directly or indirectly by the Company, free and
clear of all Liens except for Permitted liens. Except for the shares or
capital stock of its Subsidiaries and the partnership interests listed in
Schedule 3.1(b)(iii) of the Company Disclosure Schedule, as of the date hereof,
the Company does not own, directly or indirectly, any share or capital stock
(or other voting or equity securities or interests, as applicable) of any
corporation, limited liability company, partnership, joint venture or other
entity which is material to the business of the Company and its Subsidiaries
taken as a whole.

(i) The authorized shares of Company consists of
200,000,000 shares of Common Stock and 20,000,000 shares of other
classes to be determined upon the creation thereof by the Board (the
"Authorized Preferred Stock"), of which, as of the date of this
Agreement, (A) 36,636,452 shares of Common Stock are issued and
outstanding,

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<PAGE> 17
(B) 420,000 shares of Authorized Preferred Stock are designated as 5%
Convertible Preference Shares, par value $.01 per share (the "5%
Preference Shares"), each of which is convertible into one share of
Common Stock, 209,639 shares of which are issued and outstanding, (C)
200,000 shares of the Authorized Preferred Stock are designated as
Series A Junior Participating Preference Shares, no shares of which
are issued and outstanding, (D) 91 shares of Common Stock are held by
the Company in its treasury and (E) no shares of Common Stock are held
by any of the Company's Subsidiaries. Except as described above in
this Section 3.1(c)(i), the Company has no authorized, issued or
outstanding shares or Capital Stock.

(ii) As of the date hereof, there are no bonds,
debentures, notes or other indebtedness issued or outstanding having
the right to vote on any matters on which holders of Common Stock or
Authorized Preferred Stock may vote, including without limitation the
transactions contemplated by this Agreement and the other Transaction
Documents.

(iii) Giving effect to the applicable provisions of
the Articles of Association, the Preferred Stock Authorization, the
unanimous written consent of the Board authorizing the 5% Preference
Shares (the "5% Preference Shares Authorization") and all other
instruments affecting the rights of holders of shares or capital stock
of the Company to which the Company is a party or is bound (which, if
any, other than the Articles of Association, the Preferred Stock
Authorization. the 5% Preference Shares Authorization and the other
Transaction Documents, are set forth in Schedule 3.1(c)(iii) or
Schedule 3.1(c)(vi) of the Company Disclosure Schedule), upon issuance
each outstanding Share will be convertible into four shares of Common
Stock; there are no restrictions or limitations, contractual or
otherwise, binding upon the Company or to which the Company is subject
that prohibit or limit the enforceability of the terms and provisions
of the Preferred Stock Authorization or, except as set forth in the
Preferred Stock Authorization, will prohibit or limit the right of a
holder of Shares to convert Shares into shares of Common Stock; and
the conversion of any Shares into shares of Common Stock will not
violate or result in or constitute a default under any loan or credit
agreement, note, bond, mortgage, indenture, lease, permit, concession,
franchise, license or any other contract, agreement, arrangement or
understanding to which the Company is a party or by which it or any of
its properties or assets are bound;

(iv) There are no outstanding warrants, share or
stock options, share or stock appreciation rights or other rights to
receive any shares or capital stock of the Company or any of its
Subsidiaries granted under the Stock Plans or otherwise, except as set
forth in Schedule 3.1(c)(iv) of the Company Disclosure Schedule (such
warrants, share or stock options, shares or stock appreciation rights
or other rights disclosed thereon, collectively, the "Company
Options"). Except for the Company Options and 5% Preference Shares
(as to which no more than 209,639 shares of Common Stock and no shares
or stock of any other class or series of the Company are issuable upon
exercise or conversion thereof) and, except as set forth above or in
Schedule 3.1(c)(iv) of the Company Disclosure Schedule, there are no
outstanding securities, options, warrants, calls, rights, commitments,
agreements,

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<PAGE> 18
arrangements or undertakings of any kind to which the Company or any
of its Subsidiaries is a party or by which any of them is bound
obligating the Company or any of its Subsidiaries to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares or
stock (or other voting or equity securities or interests, as
applicable) of the Company or of any of its Subsidiaries or obligating
the Company or any of its Subsidiaries to issue, grant, extend or
enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking. Except as set
forth in the 5% Preference Shares Authorization and in Schedule
3.1(c)(iv) of the Company Disclosure Schedule, there are no
outstanding contractual obligations of the Company or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any shares or
stock (or other voting or equity securities or interests, as
applicable) of the Company or any of its Subsidiaries.

(v) All outstanding shares (or other voting or
equity securities or interests, as applicable) of the Company and its
Subsidiaries are, and all shares which may be issued upon conversion
of the 8% Preference Shares will be, when issued, duly authorized,
validly issued, fully paid and nonassessable and not subject to
preemptive or similar rights.

(vi) Except as contemplated hereby or in the other
Transaction Documents or as set forth in Schedule 3.1(c)(vi) of the
Company Disclosure Schedule, there are not as of the date hereof and
there will not be at the time of either Closing any shareholder
agreements, voting agreements or trusts, proxies or other agreements
or contractual obligations to which the Company or any Subsidiary is a
party or bound with respect to the voting or disposition of any shares
or stock (or other voting or equity securities or interests, as
applicable) of the Company or any of its Subsidiaries and, to the
Company's knowledge, as of the date hereof, there are no other
shareholder agreements, voting agreements or trusts, proxies or other
agreements or contractual obligations among the shareholders of the
Company with respect to the voting or disposition of any shares or
stock (or other voting or equity securities or interests, as
applicable) of the Company or any of its Subsidiaries.

(d) Authority; No Violations; Approvals.

(i) The Board of Directors has approved this
Agreement, the other Transaction Documents and the transactions
contemplated hereby and thereby, and declared this Agreement, the
other Transaction Documents and the transactions contemplated hereby
and thereby to be in the best interests of the Company. The Company
has all requisite corporate power and authority to enter into this
Agreement and each of the other Transaction Documents and to
consummate each of the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and each of the other
Transaction Documents and the consummation of each of the transactions
contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of the Company. This Agreement
and each of the other Transaction Documents has been duly executed and
delivered by the Company and the Preferred Stock Authorization has
been duly adopted by the Board of Directors in accordance with
applicable law. Each of the Preferred Stock Authorization and,
assuming this Agreement and each of the other Transaction Documents

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<PAGE> 19
to which Purchaser is a party constitute the valid and binding
obligations of Purchaser, this Agreement and each of the other
Transaction Documents constitutes a valid and binding obligation of
Company enforceable in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium
and other laws of general applicability relating to or affecting
creditors' rights and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or
at law).

(ii) Except as set forth in Schedule 3.1(d)(ii) of
the Company Disclosure Schedule, the execution and delivery of this
Agreement and each of the other Transaction Documents does not, and
the consummation of the transactions contemplated hereby and thereby
and compliance with the provisions hereof and thereof will not,
conflict with, require the consent of any other party to or result in
any violation of, or default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, cancellation
or acceleration of any material obligation or to the loss of a
material benefit under, or give rise to a right of purchase under,
result in the creation of any Lien upon any of the properties or
assets of the Company or any of its Subsidiaries under, or otherwise
result in a material detriment to the Company or any of its
Subsidiaries under, any provision of (A) the Memorandum of Association
and Articles of Association or any provision of the comparable charter
or organizational documents of any of its Subsidiaries, (B) any loan
or credit agreement, note, bond, mortgage, indenture, lease, or other
agreement (including the Material Oil and Gas Contracts) to which the
Company or any of its Subsidiaries is a party or otherwise is bound or
by which any of them or their respective properties are bound or any
Approval applicable to the Company or any of its Subsidiaries, (C) any
joint venture or other ownership arrangement to which the Company or
any of its Subsidiaries is a party or otherwise is bound or by which
any of them or their respective properties are bound or (D) assuming
the Approvals referred to in Section 3.1(d)(iii) are duly and timely
obtained or made, any Law or Order applicable to the Company or any of
its Subsidiaries or any of their respective properties or assets,
other than, in the case of clause (B) (other than with respect to any
material loan or credit agreement, note, bond, mortgage or indenture
or any Material Oil and Gas Contract), (C) or (D), any such conflicts,
violations, defaults, rights, Liens, detriments, Laws or Orders that,
individually or in the aggregate, (x) have not had and could not
reasonably be expected to have a Material Adverse Effect, (y) have not
impaired and could not reasonably be expected to impair the ability of
the Company to perform its obligations under any of the Transaction
Documents in any material respect, or (z) could not reasonably be
expected to delay in any material respect or prevent the consummation
of any of the transactions contemplated by any of the Transaction
Documents.

(iii) No Approval from any Governmental Entity is
required by or with respect to the Company or any of its Subsidiaries
in connection with the execution and delivery of this Agreement or any
other Transaction Document by the Company or the consummation by the
Company of the transactions contemplated hereby or thereby, except
for: (A) if applicable, the filing of a notification report by
Company under the Hart- Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the expiration or termination of
the applicable waiting period with respect thereto; (B) the filing

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<PAGE> 20
with the SEC of (x) the Registration Statement and the declaration of
the effectiveness of the Registration Statement by the SEC, (y) such
reports under Section 13(a) of the Exchange Act and such other
compliance with the Exchange Act and the rules and regulations
thereunder, as may be required in connection with this Agreement, the
other Transaction Documents and the transactions contemplated hereby
and thereby; (C) such Approvals as may be required by any applicable
state securities or "blue sky" laws; (D) such Approvals as may be
required by any foreign securities, corporate or other Laws; and (E)
any such Approval the failure of which to be made or obtained (1) has
not had and could not reasonably be expected to have a Material
Adverse Effect, (2) has not impaired and could not reasonably be
expected to impair the ability of the Company to perform its
obligations under any of the Transaction Documents in any material
respect and (3) could not reasonably be expected to delay in any
material respect or prevent the consummation of any of the
transactions contemplated by any of the Transaction Documents.

(e) SEC Documents.

(i) The Company has made available to Purchaser a
true and complete copy of each report, schedule, registration
statement and definitive proxy statement filed by the Company with the
SEC since December 31, 1996 and prior to or on the date of this
Agreement (the "Company SEC Documents"), which are all the documents
(other than preliminary materials) that the Company was required to
file with the SEC between December 31, 1996 and the date of this
Agreement. As of their respective dates, the Company SEC Documents
complied in all material respects with the requirements of the
Securities Act, or the Exchange Act, as the case may be, and the rules
and regulations of the SEC thereunder applicable to such Company SEC
Documents, and none of the Company SEC Documents contained when filed
any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

(ii) The financial statements of the Company
included in the Company SEC Documents, including the notes and
schedules thereto, complied as to form in all material respects with
the published rules and regulations of the SEC with respect thereto,
were prepared in accordance with United States generally accepted
accounting principles ("GAAP") applied on a consistent basis during
the periods involved (except as may be indicated in the notes thereto
or, in the case of the unaudited statements, as permitted by Rule
10-01 of Regulation S-X of the SEC) and fairly present in accordance
with applicable requirements of GAAP (subject, in the case of the
unaudited statements, to normal, recurring adjustments, none of which
are material) the consolidated financial position of the Company and
its consolidated Subsidiaries as of their respective dates and the
consolidated results of operations and the consolidated cash flows of
the Company and its consolidated Subsidiaries for the periods
presented therein.

(iii) Except as disclosed in the Company SEC
Documents, there are no agreements, arrangements or understandings
between the Company and any party who is or

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<PAGE> 21
was at any time prior to the date hereof but after December 31, 1996
an Affiliate of the Company that are required to be disclosed in the
Company SEC Documents.

(f) Information Supplied. None of the information
included or incorporated by reference in the Registration Statement will, at
the date such Registration Statement is declared effective by the SEC or any
time from and after such date through and including the date of the Second
Closing, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading. Notwithstanding the foregoing, no representation is made by
the Company in this Section 3.1(f) with respect to statements made or
incorporated by reference in the Registration Statement in conformity with
information supplied by or on behalf of Purchaser specifically for use in the
Registration Statement.

(g) Absence of Certain Changes or Events.

(i) Except as disclosed in, or reflected in
Schedule 3.1(g) or the Company SEC Documents filed with the SEC after
December 31, 1997, and prior to the date of this Agreement, or except
as contemplated by this Agreement, since December 31, 1997, to the
date of this Agreement each of the Company and its Subsidiaries have
conducted their business only in the ordinary course consistent with
past practice, and there has not been: (i) any declaration, setting
aside or payment of any dividend or other distribution (whether in
cash, stock or property) with respect to any shares or stock (or other
voting or equity securities or interests, as applicable) of the
Company or any of its Subsidiaries (other than the declaration and
payment of (A) regular cash dividends with respect to the Company's
first and third fiscal quarters at the required annual 5% rate per
share on the 5% Preferences Shares, with usual record and payment
dates and (B) any dividends or distributions by wholly owned
Subsidiaries); (ii) any split, combinations, reclassification or
amendment of any material term of any outstanding equity security of
the Company or any Subsidiary of the Company or (other than issuance
of Common Stock upon the exercise of any Company Options and/or
issuances of Common Stock upon conversion after the date hereof of 5%
Preference Shares outstanding on December 31, 1997) any issuance or
the authorization of the issuance of any other securities in respect
of, or in lieu of or in substitution for shares or stock (or other
voting or equity securities or interests, as applicable) of the
Company or any of its Subsidiaries, other than in connection with the
transactions contemplated hereby; (iii) any repurchase, redemption or
other acquisition by the Company or any Subsidiary of the Company of
any outstanding shares or stock (or other voting or equity securities
or interests, as applicable) of the Company or any Subsidiary of the
Company, except as contemplated by the Stock Plans; (iv) (A) any
granting by the Company or any of its Subsidiaries to any executive
officer of the Company or any of its Subsidiaries of any increase in
compensation, except for increases in the ordinary course of business
consistent with past practice or as required under employment or other
agreements or benefit arrangements in effect as of December 31, 1997,
or (B) any granting by the Company or any of its Subsidiaries to any
such executive officer of any increase in severance or termination
pay, except as was required under any employment, severance,
termination or other agreements or benefit

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<PAGE> 22
arrangements in effect as of December 31, 1997; (v) except as required
by a change in GAAP, any change in accounting methods, principles or
practices by the Company or any of its Subsidiaries materially
affecting its assets, liabilities or business; or (vi) any material
casualties affecting the Company and its Subsidiaries, taken as a
whole, or any material loss, damage or destruction to any of their
properties or assets, including the Company Interests (other than to
the extent covered by insurance, subject to applicable deductible
thresholds).

(ii) Except as disclosed in, or reflected in
Schedule 3.1(g) of the Company Disclosure Schedule or the Company's
consolidated financial statements included in the Company's Quarterly
Report on Form 10-Q for the six months ended June 30, 1998, and the
notes thereto, or except as contemplated by this Agreement, since
December 31, 1997, there has not been any event, circumstance or fact
that (x) has had or could reasonably be expected to have a Material
Adverse Effect, (y) has impaired or could reasonably be expected to
impair the ability of the Company to perform its obligations under any
of the Transaction Documents in any material respect, or (z) could
reasonably be expected to delay in any material respect or prevent the
consummation of any of the transactions contemplated by any of the
Transaction Documents.

(h) No Undisclosed Material Liabilities. Except as
disclosed in Schedule 3.1(h) of the Company Disclosure Schedule or the
Company's financial statements included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, and the notes thereto, there are no
material liabilities or obligations of the Company or any of its Subsidiaries
of any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, other than: (i) liabilities adequately provided for
on the balance sheet of the Company dated as of June 30, 1998 (including the
notes thereto) contained in the Company's Quarterly Report on Form 10-Q for the
six months ended June 30, 1998; (ii) liabilities incurred in the ordinary
course of business consistent with past practice since December 31, 1997, which
liabilities, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect; (iii) liabilities arising under or in
connection with the Transaction Documents; (iv) liabilities reflected in the
pro forma financial statements included in the Company's Current Report on Form
8-K dated August 17, 1998, and (v) liabilities not required by GAAP to be
recognized or disclosed on a consolidated balance sheet of the Company and its
consolidated Subsidiaries or in the notes thereto, which liabilities,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

(i) No Default. Neither the Company nor any of its
Subsidiaries is in default or violation (and no event has occurred which, with
notice or the lapse of time or both, would constitute a default or violation)
of any term, condition or provision of (i) the Memorandum of Association or
Articles of Association of the Company or the comparable charter or
organizational documents of any of its Subsidiaries, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease, instrument, permit,
concession, franchise, license or any other contract, agreement, arrangement or
understanding to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries or any of their respective
properties or assets is bound, or (iii) any Order or Law applicable to the
Company or any of its Subsidiaries, except in the case of clause (ii) and

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<PAGE> 23
(iii), for violations or defaults that, individually or in the aggregate, (x)
have not had and could not reasonably be expected to have a Material Adverse
Effect, (y) have not impaired and could not reasonably be expected to impair
the ability of the Company to perform its obligations under any of the
Transaction Documents in any material respect, or (z) could not reasonably be
expected to delay in any material respect or prevent the consummation of any of
the transactions contemplated by any of the Transaction Documents. The Company
(i) is not in breach of or default under any financial covenant under the
Credit Agreements, the Indentures or the Senior Notes and (ii) except as
disclosed in Schedule 3.1(i) of the Company Disclosure Schedule, does not
believe that it is reasonably likely that it will be in breach of or default
under any financial covenant under the Credit Agreement or the Indentures as of
the next date on which the Company is required to be in compliance with any
such financial covenants.

(j) Compliance with Applicable Laws.

(i) The Company and each of its Subsidiaries has
in effect all Approvals of all Governmental Entities necessary for the
lawful conduct of their respective businesses, and there has occurred
no default or violation (and no event has occurred which, with notice
or the lapse of time or both, would constitute a default or violation)
under any such Approval, except for failures to obtain, or for
defaults or violations under, Approvals which failures, defaults or
violations, individually or in the aggregate, (i) have not had and
could not reasonably be expected to have a Material Adverse Effect,
(ii) have not impaired and could not reasonably be expected to impair
the ability of the Company to perform its obligations under any of the
Transaction Documents in any material respect, or (iii) could not
reasonably be expected to delay in any material respect or prevent the
consummation of any of the transactions contemplated by any of the
Transaction Documents.

(ii) Except as disclosed in the Company SEC
Documents, the businesses of the Company and its Subsidiaries are in
compliance with all applicable Laws and Orders, except for possible
noncompliance, which, individually or in the aggregate, (i) have not
had and could not reasonably be expected to have a Material Adverse
Effect, (ii) have not impaired and could not reasonably be expected to
impair the ability of the Company to perform its obligations under any
of the Transaction Documents in any material respect, or (iii) could
not reasonably be expected to delay in any material respect or prevent
the consummation of any of the transactions contemplated by any of the
Transaction Documents.

(iii) No investigation or review by any
Governmental Entity with respect to the Company, any of its
Subsidiaries, the transactions contemplated by this Agreement and the
other Transaction Documents, or the Contract Interest, to the
knowledge of the Company, is pending or threatened, nor has any
Governmental Entity notified the Company or any of its Subsidiaries in
writing or, to the Company's knowledge, otherwise of any intention to
conduct the same, other than those the outcome of which, individually
or in the aggregate, (i) have not had and could not reasonably be
expected to have a Material Adverse Effect, (ii) have not impaired and
could not reasonably be expected to impair the ability of the Company
to perform its obligations under any of the Transaction Documents in
any

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<PAGE> 24
material respect, or (iii) could not reasonably be expected to delay
in any material respect or prevent the consummation of any of the
transactions contemplated by any of the Transaction Documents.

(iv) Each operator under the Material Oil and Gas
Contracts which is the Company or a Subsidiary of the Company, and, to
the Company's knowledge, each other operator under the Material Oil
and Gas Contracts, has complied in all material respects with any
applicable Laws and Orders of Governmental Entities in respect to its
operation in the Concession Area and its performance under the
Material Oil and Gas Contracts.

(v) For purposes of this Agreement, the terms
"knowledge of the Company," "to the Company's knowledge" and other
references qualified by knowledge of the Company and/or its executive
officers means the actual knowledge of the executive officers and
directors of the Company and each of the individuals listed on
Schedule 3.1(j)(v) of the Company Disclosure Schedule after reasonable
inquiry.

(k) Litigation.

(i) Except as disclosed in the Company SEC
Documents or Schedule 3.1(k) of the Company Disclosure Schedule, there
is no suit, action, proceeding or indemnification claim, at law or in
equity, pending before any Governmental Entity, or, to the knowledge
of the Company, threatened, against or affecting the Company, any
Subsidiary of the Company, or the Contract Interests ("Litigation"),
and the Company is not a party to any Litigation, and the Company and
its Subsidiaries have no knowledge of any facts that could reasonably
be expected to give rise to any Litigation, that (in any case) (i) has
had or could reasonably be expected to have a Material Adverse Effect,
(ii) has impaired or reasonably could be expected to impair the
ability of the Company to perform its obligations under any of the
Transaction Documents in any material respect, or (iii) reasonably
could be expected to delay in any material respect or prevent the
consummation of any of the transactions contemplated by any of the
Transaction Documents, nor is there any Order of any Governmental
Entity or arbitrator outstanding against or, to the Company's
knowledge, binding upon the Company, any Subsidiary of the Company or
the Contract Interests which (i) has had or could reasonably be
expected to have a Material Adverse Effect, (ii) has impaired or
reasonably could be expected to impair the ability of the Company to
perform its obligations under any of the Transaction Documents in any
material respect, or (iii) reasonably could be expected to delay in
any material respect or prevent the consummation of any of the
transactions contemplated by any of the Transaction Documents.

(ii) Schedule 3.1(k) of the Company Disclosure
Schedule contains an accurate and complete list of all Orders
restricting or limiting in any material respect, the business or
operations of the Company or any of its Subsidiaries, in each case
that is not disclosed in the Company SEC Documents, to which the
Company or any of its Subsidiaries is a party or, to the Company's
knowledge, by which the Company or any of its Subsidiaries or any of
their respective assets or properties are bound.

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<PAGE> 25
(l) Certain Agreements; Contract Interests.

(i) Material Oil and Gas Contracts.

(a) With respect to the Material Oil and
Gas Contracts, (i) all such Material Oil and Gas Contracts are
in full force and effect and are the valid and legally binding
obligations of the Company and each of its Subsidiaries to the
extent a party thereto and, to the Company's knowledge, each
other party thereto and are enforceable in accordance with
their respective terms; (ii) neither the Company nor, to the
knowledge of the Company, any other party to any such Material
Oil and Gas Contract is in material breach or default with
respect to its obligations thereunder; and (iii) no party to
any such Material Oil and Gas Contract has given notice of any
action to terminate, cancel, rescind or procure a judicial or
arbitral reformation thereof.

(b) There are no material outstanding
calls for payments by the Company or any of its Subsidiaries
under the Material Oil and Gas Contracts that are due that
have not been made, and all royalties, rentals and other
payments due under any of the Contract Interests or otherwise
due and relating to any Material Oil and Gas Contract have
been paid to the proper person in the proper amount.

(c) Except for the Material Oil and Gas
Contracts, there are no Contract Interests to which the
Company or any Subsidiary is a party pursuant to which the
Company and its Subsidiaries received or were entitled to
receive revenues of $1,000,000 or more in any one of the three
years ending December 31, 1996, 1997 or 1998, or that
otherwise is material to the business, operations or financial
condition of the Company and its Subsidiaries as a whole.

(ii) Except for the Material Oil and Gas Contracts
and except as disclosed in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, the Company's Quarterly Report
on Form 10-Q for the six months ended June 30, 1998 and Schedule
3.1(l)(ii) of the Company Disclosure Schedule, there are no (A)
employment or consulting Contracts (unless such employment or
consulting Contracts are terminable without liability or penalty on 30
days or less notice) under or pursuant to which the Company is
obligated to make payments in excess of $200,000 per annum, (B) other
Contracts that are material to the Company and its Subsidiaries, taken
as a whole, or their respective business, (C) Contracts relating to
material leasehold interests or (D) Contracts with Affiliates under or
pursuant to which the Company is obligated to make payments in excess
of $60,000 per annum (excluding agreements solely by and among the
Company and one or more of its Subsidiaries), in any such case, to
which the Company or any Subsidiary is a party or to which the Company
or any Subsidiary or their respective assets is bound (such Contracts
disclosed or required to be disclosed, the "Material Contracts").
Each Material Contract is a valid and binding obligation of the
Company or one of its Subsidiaries

21
<PAGE> 26
and, to the knowledge of the Company, of each party thereto other than
the Company or its respective Subsidiary and is in full force and
effect.

(iii) The Company or the relevant Subsidiary and,
to the knowledge of the Company, each other party to the Material
Contracts, has performed in all material respects the obligations
required to be performed by it under the Material Contracts and is not
(with or without lapse of time or the giving of notice, or both) in
breach or default thereunder.

(iv) A complete copy of each Material Oil and Gas
Contract and each written Material Contract and a written description
of each oral Material Contract has been made available to Purchaser
prior to the date of this Agreement.

(v) Except as disclosed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, or in any
other Company SEC Document filed with the SEC after December 31, 1997,
and prior to the date of this Agreement or in Schedule 3.1(l)(v) of
the Company Disclosure Schedule, none of the Company or of its
Subsidiaries is a party to any oral or written agreement, plan or
arrangement with any employee (whether an employee, consultant or an
independent contractor) of the Company or its Subsidiary (A) the
benefits of which are contingent, or the terms of which are materially
altered, upon, or result from, the occurrence of a transaction
involving the Company or its Subsidiary of the nature of any of the
transactions contemplated by this Agreement or (B) any of the benefits
of which will be increased, or the vesting of benefits of which will
be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement or any other Transaction Documents or
the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement.
Schedule 3.1(l)(v) of the Company Disclosure Schedule lists each oral
and written agreement, plan or arrangement with any employee (whether
an employee, consultant or an independent contractor) of the Company
or any of its Subsidiaries which provides for aggregate benefits or
other amounts payable by the Company or any of its Subsidiaries in
excess of $200,000 which are contingent upon, or will be accelerated
by, or which otherwise will become payable upon the termination of any
such employee's employment by or any other service with the Company or
any of its Subsidiaries after, the occurrence of the transactions
contemplated by this Agreement or any of the other Transaction
Documents.

(vi) The Company has made available to Purchaser
(A) true and correct copies of all material loan or credit agreements
(including the Credit Agreements), notes, bonds, mortgages, indentures
and other agreements and instruments pursuant to which any Debt of the
Company or any of its Subsidiaries is outstanding or may be incurred
and (B) accurate information regarding the respective principal
amounts currently outstanding thereunder to the extent materially
different than as set forth in the financial statements included in
the Company's quarterly report on Form 10-Q for the six months ended
June 30, 1998.

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<PAGE> 27
(m) Status of Shares. The issuance and sale of the
Shares and the reservation and issuance of the Underlying Shares have been duly
authorized by all necessary corporate action on the part of the Company and
such Shares, when delivered to Purchaser at the Closing against payment
therefor as provided herein, will be validly issued, fully paid and
non-assessable and the issuance and sale of the Shares and the issuance of the
Underlying Shares is not and will not be subject to preemptive rights of any
other shareholder of the Company.

(n) Tax Returns and Tax Payments. The Company, each of
its Subsidiaries and any affiliated, consolidated, combined, unitary or similar
group of which the Company or any of its Subsidiaries is or was a member has
timely filed all material returns, reports or statements required to be filed
with any Governmental Entity with respect to Taxes ("Tax Returns") required to
be filed by it, and all such Tax Returns are true, correct and complete in all
material respects, and all Taxes shown thereon to be due have been paid, except
where the failure to so have timely filed, to be true, correct or complete or
to have paid such Taxes has not had and could not reasonably be expected to
have a Material Adverse Effect. The Company has established reserves, to the
extent required by GAAP, with respect to the payment of all material Taxes not
yet due and payable with respect to the result of operations of the Company and
its Subsidiaries through the date hereof. No claim for unpaid Taxes has been
asserted in writing by a tax authority or has become a Lien (except for
Permitted Liens) against the property of the Company or any of its
Subsidiaries, which claim or Lien has had or reasonably could be expected to
have a Material Adverse Effect. No audit of any Tax Return of the Company or
any of its Subsidiaries or any affiliated, consolidated, combined, unitary or
similar group in which the Company or any of its Subsidiaries is or has been a
member is being conducted by a tax authority, which audit reasonably could be
expected to have a Material Adverse Effect, and no extension of the statute of
limitations on the assessment of any material Taxes has been granted by the
Company or any of its Subsidiaries and currently is in effect. Neither the
Company nor any of its Subsidiaries is a party to, is bound by, or has any
obligation under any tax sharing or allocation agreement or similar agreement
or arrangement (other than among the Company and its Subsidiaries). For
purposes of this Agreement "Tax" means any federal, state, local or foreign
income, gross receipts, property, sales, use, license, excise, franchise,
employment, payroll, premium, withholding, alternative or added minimum, ad
valorem, transfer or excise tax, or any other tax, custom, duty, governmental
fee or other like assessment or charge of any kind whatsoever, together with
any interest or penalty, imposed by any Governmental Entity. For purposes of
this Agreement "Permitted Lien" means (a) liens, pledges, security interests,
claims or other encumbrances ("Encumbrances") securing Taxes, assessments,
governmental charges or levies, all of which are not yet due and payable or as
to which adequate reserves have been established in the Company's financial
statements and that may thereafter be paid without penalty, (b) mechanics',
carriers', workmen's, repairmen's, and other similar Encumbrances incurred in
the ordinary course of business consistent with past practice, or (c) such
other liens which, individually and in the aggregate, do not and will not
materially detract from the value of any of the property or assets of the
Company or its Subsidiaries or materially interfere with the use thereof.

(o) Employee Benefit Plans. All employee benefit plans
covering employees of the Company and its Subsidiaries (collectively, the
"Benefit Plans") are listed in the Company SEC Documents or the Company
Disclosure Schedule and complete copies of all material Benefit Plans,

23
<PAGE> 28
including all amendments, have been made available to Purchaser. To the extent
applicable, the Benefit Plans comply, in all material respects, with the
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the Code, and any Benefit Plan intended to be qualified under
Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified and has not, since such determination, been amended or, to
the knowledge of the Company, operated in a way which would adversely affect
such qualified status. Other than the Triton Exploration Services, Inc.
Retirement Income Plan, neither the Company nor any corporation, trade,
business or entity under common control with the Company within the meaning of
Section 414(b), (c) or (m) of the Code maintains, sponsors or contributes to or
has, within the six years prior to the First Closing Date, maintained,
sponsored or contributed to any employee benefit plan that is covered by Title
IV of ERISA or is subject to the funding requirements of Section 412 of the
Code or Section 302 of ERISA, or a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA. Neither a Benefit Plan nor the Company has incurred any
liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA.
Each Benefit Plan has been maintained and administered in all material respects
in compliance with its terms and with ERISA and the Code to the extent
applicable thereto. There are no pending nor, to the knowledge of the
executive officers of the Company, any threatened material claims against or
otherwise involving any Benefit Plan and no suit, action or other litigation
(excluding claims for benefits incurred in the ordinary course of Benefit Plan
activities) has been brought against or with respect to any Benefit Plan. All
contributions required to be made as of the date hereof to the Benefit Plans
have been made. No employees of the Company or any of its Subsidiaries are
covered by any severance plan or similar arrangement, other than payments
pursuant to foreign law. Except as disclosed in Schedule 3.1(o) of the Company
Disclosure Schedule, the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not (1) require the
Company to make a larger contribution to, or pay greater benefits under, any
Benefit Plan than it otherwise would, (2) create or give rise to additional
vested rights or service credits under any Benefit Plan, or (3) result in all
or any part of any payments made, or that may become payable as a result of the
transactions contemplated by the Agreement, by the Company not to be deductible
by the payor under sections 280G or 162(m) of the Code. Except as disclosed in
Schedule 3.1(o) of the Company Disclosure Schedule, no Benefit Plan provides
retiree medical or retiree life insurance benefits to any person and the
Company is not contractually obligated to provide any person with medical
benefits or life insurance upon retirement or termination of employment, except
as required by sections 601 through 608 of ERISA and section 4980B of the Code.

(p) Labor Matters. Except as set forth in Schedule
3.1(p) of the Company Disclosure Schedule or in the Company SEC Documents:

(i) there is no unfair labor practice charge or
grievance arising out of a collective bargaining agreement or other
grievance procedure against the Company or any of its Subsidiaries
pending, or, to the knowledge of the Company or any of its
Subsidiaries, threatened, that, individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect;

24
<PAGE> 29
(ii) there is no strike, dispute, slowdown, work
stoppage or lockout pending, or, to the knowledge of the Company or
any of its Subsidiaries, threatened, against or involving the Company
or any of its Subsidiaries that, individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect;
or

(iii) To the knowledge of the Company, there is no
proceeding, claim, suit, action or governmental investigation pending
or threatened, in respect to which any current or former director,
officer, employee or agent of the Company or any of its Subsidiaries
is or may be entitled to claim indemnification from the Company or any
of its Subsidiaries pursuant to (a) the Memorandum of Association and
Articles of Association of the Company, (b) any provision of the
comparable charter or organizational documents of any of its
Subsidiaries, (c) any indemnification agreement to which the Company
or any Subsidiary of the Company is a party or (d) applicable Law.

(q) Intangible Property. The Company and its
Subsidiaries possess or have adequate rights to use all material trademarks,
trade names, patents, service marks, brand marks, brand names, computer
programs, databases, industrial designs and copyrights necessary for the
operation of the businesses of each of the Company and its Subsidiaries
(collectively, the "Intangible Property"), except where the failure to possess
or have adequate rights to use such properties, individually or in the
aggregate, has not had and could not reasonably be expected to have a Material
Adverse Effect. All of the Intangible Property is owned or licensed by the
Company or its Subsidiaries free and clear of any and all Liens, except those
that, individually or in the aggregate, have not had and could not reasonably
be expected to have a Material Adverse Effect, and neither the Company nor any
such Subsidiary has forfeited or otherwise relinquished any Intangible Property
which forfeiture, individually or in the aggregate, has had or could reasonably
be expected to have a Material Adverse Effect. To the knowledge of the
Company, the use of the Intangible Property by the Company or its Subsidiaries
does not, in any material respect, conflict with, infringe upon, violate or
interfere with or constitute an appropriation of any right, title, interest or
goodwill, including any intellectual property right, trademark, trade name,
patent, service mark, brand mark, brand name, computer program, database,
industrial design, copyright or any pending application therefor of any other
person and there have been no claims made and neither the Company nor any of
its Subsidiaries has received any notice of any claim or otherwise knows that
any of the Intangible Property is invalid or conflicts with the asserted rights
of any other person or has not been used or enforced or has failed to have been
used or enforced in a manner that would result in the abandonment, cancellation
or unenforceability of any of the Intangible Property, except for any such
conflict, infringement, violation, interference, claim, invalidity,
abandonment, cancellation or unenforceability that, individually or in the
aggregate, has not had and could not reasonably be expected to have a Material
Adverse Effect.

(r) Environmental Matters.

For purposes of this Agreement:

25
<PAGE> 30
(A) "Environmental Laws" means all federal, state
and local laws, rules, regulations, ordinances, orders and decrees of
any Governmental Entity, whether now in existence or hereafter enacted
and in effect at the time of either Closing, relating to pollution or
the protection of human health, safety or the environment of any
jurisdiction in which the applicable party hereto owns or operates
assets or conducts business or owned or operated assets or conducted
business (whether or not through a predecessor entity) (including
ambient air, surface water, groundwater, land surface, subsurface
strata, natural resources or wildlife), including laws and regulations
relating to Releases or threatened Releases of Hazardous Materials or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of solid waste or
Hazardous Materials, and any similar laws, rules, regulations,
ordinances, orders and decrees of any foreign jurisdiction in which
the applicable party hereto owns or operates assets or conducts
business;

(B) "Hazardous Materials" means (x) any petroleum
or petroleum products, radioactive materials (including naturally
occurring radioactive materials), asbestos in any form that is or
could become friable, urea formaldehyde foam insulation,
polychlorinated biphenyls or transformers or other equipment that
contain dielectric fluid containing polychlorinated biphenyls, (y) any
chemicals, materials or substances which are now defined as or
included in the definition of "solid wastes," "hazardous substances,"
"hazardous wastes," "hazardous materials," "extremely hazardous
substances," "restricted hazardous wastes," "toxic substances" or
"toxic pollutants," or words of similar import, under any
Environmental Law and (z) any other chemical, material, substance or
waste, exposure to which is now prohibited, limited or regulated under
any Environmental Law in a jurisdiction in which the Company or any of
its Subsidiaries operates (for purposes of this Section 3.1(t)).

(C) "Release" means any spill, effluent,
emission, leaking, pumping, pouring, emptying, escaping, dumping,
injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, or into or out of
any property owned, operated or leased by the Company or its
Subsidiaries; and

(D) "Remedial Action" means all actions,
including any capital expenditures, required by a Governmental Entity
or required under any Environmental Law, or voluntarily undertaken to
(w) clean up, remove, treat, or in any other way ameliorate or address
any Hazardous Materials or other substance in the indoor or outdoor
environment; (x) prevent the Release or threat of Release, or minimize
the further Release of any Hazardous Material so it does not endanger
or threaten to endanger the public or employee health or welfare of
the indoor or outdoor environment; (y) perform pre-remedial studies
and investigations or post-remedial monitoring and care pertaining or
relating to a Release; or (z) bring the Company or its Subsidiaries
into compliance with any Environmental Law.

Except as disclosed in the Company SEC Documents or on
Schedule 3.1(r) of the Company Disclosure Schedule:

26
<PAGE> 31
(i) The operations of the Company and its
Subsidiaries have been conducted are, and as of each Closing Date will
be, in compliance with all Environmental Laws, except where the
failure to so comply, individually or in the aggregate, has not had
and could not reasonably be expected to have a Material Adverse
Effect;

(ii) Neither the Company nor any of its
Subsidiaries has caused the generation, treatment, manufacture,
processing, distribution, use, storage, discharge, Release, transport
or handling of any Hazardous Materials at any of its properties or
facilities, except as has not had and could not reasonably be expected
to have a Material Adverse Effect;

(iii) Neither the Company nor any of its
Subsidiaries has received any written notice from any Governmental
Entity or other third party alleging any violation by the Company or
any of its Subsidiaries of, or responsibility or liability of the
Company or any of its Subsidiaries under, any Environmental Law or for
personal injuries, Remedial Action or property damages, which has had
or could reasonably be expected to have a Material Adverse Effect;

(iv) The Company and its Subsidiaries are not
subject to any outstanding written orders issued by, or contracts
with, any Governmental Entity or other person respecting (A)
Environmental Laws, (B) Remedial Action, (C) any Release or threatened
Release of a Hazardous Material or (D) an assumption of responsibility
for environmental liabilities of another person, except such orders or
contracts the compliance with which, individually or in the aggregate,
has not had and could not reasonably be expected to have a Material
Adverse Effect;

(v) Neither the Company nor any of its
Subsidiaries has any contingent liability in connection with the
Release of any Hazardous Material into the indoor or outdoor
environment (whether on-site or off-site) or employee or third party
exposure to Hazardous Materials that, individually or in the
aggregate, has had or could reasonably be expected to have a Material
Adverse Effect.

(s) Insurance. Schedule 3.1(s) of the Company Disclosure
Schedule sets forth an insurance schedule of the Company's and each of its
Subsidiaries' directors' and officers' liability insurance. The Company
maintains insurance in such amounts and covering such risks as are in
accordance with normal industry practice for companies engaged in businesses
similar to those of the Company and each of its Subsidiaries (taking into
account the cost and availability of such insurance).

(t) Vote. There are no approvals required of the holders
of any class or series of shares or stock of the Company necessary to approve
this Agreement or any other Transaction Documents and the transactions
contemplated hereby or thereby.

(u) Amendment to Rights Agreement. The Board has taken
all necessary action to amend the Rights Agreement, dated as of March 25, 1996,
as amended (the "Rights Agreement"),

27
<PAGE> 32
between the Company and Chemical Bank, as Rights Agent, so that none of the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will cause (i) the rights issued pursuant to
the Rights Agreement to become exercisable under the Rights Agreement or (ii)
the distribution of Rights Certificates (as defined in the Rights Agreement).

(v) Prepayments. Neither the Company nor any Subsidiary
is obligated, by virtue of a prepayment arrangement, make-up right under a
production sales Contract containing a "take or pay" or similar provision,
production payment or any other arrangement, to deliver hydrocarbons, or
proceeds from the sale thereof, attributable to any of its properties at some
future time without then or thereafter being entitled to received payment of
the contract price therefor, except where any such arrangement could not
reasonably be expected to have a Material Adverse Effect.

(w) Gas Imbalances. Except as disclosed in the Company
SEC Documents, neither the Company nor any Subsidiary has (i) any obligation to
deliver gas from the Oil and Gas Properties (or cash in lieu thereof) to other
owners of interests in those properties as a result of past production by the
Company, any Subsidiary or any of their predecessors in excess of the share to
which they were entitled nor (ii) any right to receive deliveries of gas from
the Oil and Gas Properties (or cash in lieu thereof) from other owners of
interests in those properties as a result of past production by the company,
any Subsidiary or any of their predecessors of less than the share to which
they were entitled in either case where any such gas imbalance could reasonably
be expected to have a Material Adverse Effect.

(x) Reserve Report. A true, correct and complete copy of
the Reserve Report has been provided to Purchaser. The Company's and each
Subsidiary's ownership of the Oil and Gas Properties described in the Reserve
Report entitle the respective owner to receive a percentage of the oil, gas and
other hydrocarbons produced from each well or unit equal to not less than the
percentage set forth in the Reserve Report as the "Net Revenue Interest" for
such well or unit and cause the respective owner to be obligated to bear a
percentage of the cost of operation of such well or unit not greater than the
percentage set forth in the Reserve Report as the "Working Interest" for such
well or unit, and to the extent such percentages of production which the
respective owner is entitled to receive, and shares of expenses which the
respective owner is obligate to bear, may change after the date of such report,
such changes were properly reflected (based on reasonable assumptions) in
preparing such report. The underlying historical information used for
preparation of the Reserve Report was, at the time of delivery, true and
correct in all material respects.

(y) Nonconsent Operations. Except as set forth in
Schedule 3.1(y) of the Company Disclosure Schedule, there are no operations on
the Oil and Gas Properties in which the Company's or any Subsidiary's
commitment would have exceeded $5,000,000, being conducted as of January 1,
1998, or any time thereafter, in which the Company or any Subsidiary was
entitled to participate and did not participate.

(z) Information Provided. Neither this Agreement, the
Schedules and Exhibits hereto, the other Transaction Documents, nor any other
document provided by the Company to

28
<PAGE> 33
Purchaser contain any untrue statement of a material fact or omit any material
fact necessary to make the statements herein or therein, as the case may be,
not misleading.

(aa) No Brokers or Finders. No agent, broker, finder or
investment or commercial banker, or other Person or firm engaged by or acting
on behalf of the Company or its Subsidiaries in connection with the
negotiation, execution or performance of this Agreement is or will be entitled
to any brokerage or finder's or similar fee or other commission as a result of
this Agreement, the other Transaction Documents or the transactions
contemplated hereby or thereby, other than any such fees or commissions that
have been disclosed to Purchaser and as to which the Company shall have full
responsibility.

Section 3.2 Representations and Warranties of Purchaser.

(a) Organization, Standing and Power. Purchaser is a
Cayman Islands exempted limited partnership duly organized, validly existing,
and in good standing under the laws of the Cayman Islands and has all requisite
partnership power and authority to own, lease, and operate its properties and
to carry on its business as now being conducted and to execute and deliver this
Agreement and the other Transaction Documents to which Purchaser is a party and
consummate the transactions contemplated hereby and thereby.

(b) Authority; Approvals.

(i) Purchaser represents and warrants to the
Company that (a) the execution and delivery of this Agreement and the
other Transaction Documents to which it is a party and the purchase of
the Shares to be purchased by it have been duly and properly
authorized, (b) this Agreement and the other Transaction Documents to
which it is a party have been duly executed and delivered by it or on
its behalf and, assuming the accuracy of the representations and
warranties of the Company in Section 3.1(d) hereof, constitute the
valid and legally binding obligations of Purchaser, enforceable
against it in accordance with their respective terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights generally and to general principles of
equity; (c) the purchase of the Shares to be purchased by it does not
conflict with or violate (1) its partnership agreement or (2) any law
applicable to it in a manner that could materially hinder or impair
the completion of any of the transactions contemplated hereby; and (d)
the purchase of Shares to be purchased by it does not impose any
penalty or other onerous condition on Purchaser that could materially
hinder or impact the completion of any of the transactions
contemplated hereby.

(ii) No Approval from any Governmental Entity is
required by or with respect to Purchaser in connection with the
execution and delivery by Purchaser of this Agreement or any other
Transaction Document to which it is a party or the consummation by
Purchaser of the transactions contemplated hereby or thereby, except
for: (A) if applicable, the filing of a notification report by
Purchaser under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the expiration or

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<PAGE> 34
termination of the applicable waiting period with respect thereto; (B)
such Approvals as may be required by any foreign securities, corporate
or other Laws; and (C) any such Approval the failure of which to be
made or obtained (1) has not impaired and could not reasonably be
expected to impair the ability of Purchaser to perform its obligations
under any of the Transaction Documents in any material respect or (2)
could not reasonably be expected to delay in any material respect or
prevent the consummation of any of the transactions contemplated by
any of the Transaction Documents.

(c) Litigation. As of the time of execution of this
Agreement, there is no claim, action, suit, inquiry, judicial or administrative
proceeding pending or, to the knowledge of Purchaser, threatened against it
relating to any of the transactions contemplated by this Agreement or any other
Transaction Document.

(d) Investment Intent. Purchaser represents and warrants
to the Company that the Shares to be acquired by it hereunder and any
Underlying Shares to be acquired upon the conversion or exchange of such Shares
are being acquired for its own account for investment and with no intention of
distributing or reselling such Shares or Underlying Shares or any part thereof
or interest therein in any transaction which would be in violation of the
securities Laws of the United States of America or any state or any foreign
country or jurisdiction.

(e) Transfer Restrictions. If Purchaser should decide to
dispose of any of the Shares to be purchased by it or any Underlying Shares to
be issued to it upon the conversion or exchange of such Shares, Purchaser
understands and agrees that it may do so only subject to the transfer
restrictions set forth in the Shareholders Agreement and pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from registration under the Securities Act. In connection with any
offer, resale, pledge or other transfer (individually and collectively, a
"Transfer") of any Shares or Underlying Shares other than pursuant to an
effective registration statement, the Company may require that the transferor
of such Shares or Underlying Shares provide to the Company an opinion of
counsel which opinion shall be reasonably satisfactory in form and substance to
the Company, to the effect that such Transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any State or foreign securities Laws.
Purchaser agrees to the imprinting, so long as appropriate, of substantially
the following legend on certificates representing the Shares and any Underlying
Shares:

THE [8% CONVERTIBLE PREFERENCE SHARES/ORDINARY
SHARES] (THE "SHARES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT
IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY
AND COLLECTIVELY, A "TRANSFER") THE SHARES EVIDENCED HEREBY, EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT SUCH

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<PAGE> 35
AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN
PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES
LAW.

THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A SHAREHOLDERS AGREEMENT DATED _______________, 1998,
WHICH CONTAINS CERTAIN RESTRICTIONS ON THE TRANSFER OF THE SHARES. A
COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE AT THE REGISTERED
OFFICE OF THE COMPANY.

The legends set forth above may be removed if and when the Shares or
Underlying Shares, as the case may be, represented by such certificate are no
longer subject to the transfer restrictions set forth in the Shareholders
Agreement and are disposed of pursuant to an effective registration statement
under the Securities Act or the opinion of counsel referred to above has been
provided to the Company. The share certificates shall also bear any additional
legends required by applicable federal, state or foreign securities Laws, which
legends may be removed when, in the opinion of counsel to the Company, the same
are no longer required under the Memorandum of Association, the Articles of
Association or the applicable requirements of such securities Laws. Purchaser
agrees that, in connection with any Transfer of Shares by it pursuant to an
effective registration statement under the Securities Act, Purchaser will
comply with all prospectus delivery requirements of the Securities Act. The
Company makes no representation, warranty or agreement as to the availability
of any exemption from registration under the Securities Act with respect to any
resale of Shares or Underlying Shares.

(f) Purchaser Status. Purchaser represents and warrants
to, and covenants and agrees with the Company that (i) at the time it was
offered the Shares, it was, (ii) at the date hereof, it is, and (iii) at each
Closing Date, it will be, an accredited investor as defined in Rule 501(a)
under the Securities Act, and has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the Company
and an investment in the Shares, and is able to bear the economic risk of such
investment.

(g) Information Supplied. None of the information, if
any, supplied by or on behalf of Purchaser specifically for inclusion in the
Registration Statement and which is included or incorporated by reference in
the Registration Statement will, at the date such Registration Statement is
declared effective by the SEC or any time from and after such date through and
including the date of the Second Closing, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. No representation

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<PAGE> 36
is made by Purchaser in connection with any of the foregoing except with
respect to statements made or incorporated by reference in the Registration
Statement in conformity with information supplied by or on behalf of Purchaser
specifically for use in the Registration Statement.

(h) No Brokers or Finders. No agent, broker, finder or
investment or commercial banker, or other Person or firm engaged by or acting
on behalf of Purchaser in connection with the negotiation, execution or
performance of this Agreement is or will be entitled to any brokerage or
finder's or similar fee or other commission as a result of this Agreement,
other than any such fees or commissions that have been disclosed to the Company
and as to which Purchaser shall have full responsibility.

(i) Ownership of Shares. Neither the Purchaser nor any
of its Affiliates is the beneficial owner of any shares of or stock of the
Company.

(j) Financing. Upon the terms and subject to the
conditions of this Agreement, the Purchaser has available to it and at the
Closings will have all funds necessary to satisfy its obligations to purchase
Shares hereunder.

ARTICLE IV

COVENANTS

Section 4.1 Furnishing of Information. As long as Purchaser owns
Shares or Underlying Shares representing at least 5% of the aggregate number of
shares of Common Stock then outstanding (determined after giving effect to the
full conversion of all outstanding Shares owned by Purchaser at the conversion
price then in effect), from and after the First Closing Date the Company will
promptly furnish to Purchaser all reports filed by it pursuant to Section 13(a)
or 15(d) of the Exchange Act (or if the Company is not at the time required to
file reports pursuant to said Section 13(a) or 15(d), annual and quarterly
reports comparable to those required by Sections 13(a) or 15(d) of the Exchange
Act).

Section 4.2 Rights Offering.

(a) Promptly following the First Closing, the Company
shall conduct a distribution to each record holder of Common Stock, 5%
Preference Shares and 8% Preference Shares, as of a record date after the First
Closing to be set by the Company, of the transferable right (the "Rights") to
purchase, at $70.00 per share, a pro-rata portion (with the pro rata portion
relating to outstanding 5% Preference Shares and 8% Preference Shares
determined based on the number of shares of Common Stock into which such shares
are convertible as of such record date) of 3,177,500 shares (subject to
rounding as set forth below) of 8% Preference Shares (the "Rights Offering").
Based on the current outstanding shares of the Company, in the Rights Offering
(i) the Company will distribute .072 transferrable Rights with respect to each
share of Common Stock and 5% Preference Shares and .288 transferable Rights
with respect to each 8% Preference Share outstanding as of the

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<PAGE> 37
record date for the Rights Offering, at no cost to the record holders; (ii) one
Right plus $70.00 in cash will entitle the holder to purchase one share of 8%
Preference Shares; (iii) the Rights will be evidenced by transferable
subscription certificates; (iv) no fractional Rights or cash in lieu thereof
will be issued or paid, and the number of Rights distributed to each holder of
Common Stock, 5% Preference Shares and 8% Preference Shares will be rounded up
to the nearest whole number of Rights; (v) brokers, dealers and other nominees
holding shares of Common Stock, 5% Preference Shares or 8% Preference Shares on
the record date for more than one beneficial owner will be entitled to obtain
separate subscription certificates for their beneficial owners so that they may
each receive the benefit of rounding; and (vi) each Right will also carry the
right to subscribe at the $70.00 subscription price for additional shares of 8%
Preference Shares for which the other holders of Rights did not subscribe
through the exercise of the basic subscription privileges (the "Excess
Shares"), provided that (A) only Rights holders who exercise their basic
subscription privilege in full will be entitled to exercise the
oversubscription privilege, (B) if the Excess Shares are not sufficient to
satisfy all oversubscriptions, the Excess Shares will be allocated pro rata
(subject to the elimination of fractional shares) among those Rights holders
exercising the oversubscription privilege and (C) Purchaser shall not purchase
any 8% Preference Shares pursuant to its oversubscription privilege under
Rights held by Purchaser.

(b) The Company shall promptly prepare and submit to
Purchaser for review, a form of subscription agreement, subscription
certificate and all other documents and instruments required in connection with
the Rights Offering, all of which shall be in form and substance reasonably
satisfactory to Purchaser (the "Rights Offering Documents"). The Rights
Offering Documents shall provide, among other things, that the Rights Offering
shall be generally conducted in the manner described in Section 4.2(a).

Section 4.3 Stock Exchange Listing. The Company shall submit a
listing application to the NYSE with respect to the 8% Preference Shares, the
Underlying Shares and the Rights within ten business days after the date hereof
and Purchaser shall be entitled to review and reasonably comment on such
listing application and the submission of any other materials to the NYSE in
connection with the listing of the 8% Preference Shares, the Underlying Shares
and the Rights. The Company shall use all commercially reasonable efforts to
cause, prior to the First Closing Date, the 8% Preference Shares, the
Underlying Shares and the Rights to be approved for listing on the NYSE,
subject to official notice of issuance, upon issuance in accordance with the
terms of this Agreement (including as provided in Section 2.1(a)) and the
Rights Offering Documents (and, in the case of the 8% Preference Shares,
generally, satisfactory distribution and, in the case of the Rights, the 8%
Preference Shares to be issued in the Rights Offering and the Underlying Shares
to be issued pursuant to such 8% Preference Shares, the effectiveness of the
Registration Statement) (collectively, the "NYSE Approval").

Section 4.4 Registration Statement. As promptly as practicable
after the date hereof, the Company shall prepare and file with the SEC a
registration statement on Form S-3, or shall file a post-effective amendment to
an existing shelf registration statement of the Company currently effective
under the Securities Act and in proper form to effect the Rights Offering
(including the issuance of the 8% Preference Shares to be issued pursuant
thereto and the Underlying Shares to be

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<PAGE> 38
issued upon conversion of such 8% Preference Shares), for the purpose of
registering under the Securities Act the offering, sale and delivery of the
securities issuable in the Rights Offering, including the Underlying Shares
with respect to the shares of 8% Preference Shares offered thereby. The term
"Registration Statement," as used herein, means such registration statement and
all amendments and supplements thereto, if any. The Company shall use all
commercially reasonable efforts to have the Registration Statement declared
effective under the Securities Act as promptly as practicable after the First
Closing. The Company shall notify Purchaser promptly of the receipt of any
comments on, or any requests for amendments or supplements to, the Registration
Statement by the SEC, and the Company shall supply Purchaser with copies of all
correspondence between it and its representatives, on the one hand, and the SEC
or members of its staff, on the other, with respect to the Registration
Statement. The Company, after consultation with Purchaser, shall use
commercially reasonable efforts to respond promptly to any comments made by the
SEC with respect to the Registration Statement. The Company and Purchaser each
agrees promptly to correct any information provided by it for use in the
Registration Statement if and to the extent that such information shall have
become false or misleading in any material respect, and the Company further
agrees to take all steps necessary to cause the Registration Statement (or the
prospectus contained therein) as so corrected to be filed with the SEC and to
be disseminated to the extent required by applicable Law. The Company shall
also take any action (other than qualifying to do business in any jurisdiction
in which it is not now so qualified) reasonably required to be taken under any
applicable state securities Laws in connection with the issuance of securities
pursuant to the Registration Statement.

Section 4.5 Affirmative Covenants of the Company. The Company
hereby covenants and agrees that, until the earlier of the Second Closing or
the termination of this Agreement, unless otherwise expressly contemplated by
this Agreement or consented to in writing by Purchaser (such consent not to be
unreasonably withheld), the Company will and will cause each of its
Subsidiaries to:

(a) operate its business in the usual and ordinary course
consistent with past practices except as contemplated by this Agreement or as
provided in or contemplated by the Company Disclosure Schedule, consistent with
the Company's restructuring as announced or disclosed in the Company SEC
Documents filed prior to the date of this Agreement or disclosed in press
releases released prior to the date of this Agreement (the "Announced
Restructuring");

(b) use commercially reasonable efforts to maintain and
keep its properties and assets in as good a repair and condition as at present,
ordinary wear and tear excepted; and

(c) use all reasonable efforts to keep in full force and
effect insurance and bonds comparable in amount and scope of coverage to that
currently maintained, consistent with the Announced Restructuring.

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Section 4.6 Negative Covenants of the Company.

(a) Except as expressly contemplated by this Agreement or
otherwise consented to in writing by Purchaser, from the date of this Agreement
until earlier of the First Closing or the termination of this Agreement, the
Company shall not do, and shall not permit any of its Subsidiaries to do, any
of the following:

(i) except as set forth in Schedule 4.6(a)(i) of
the Company Disclosure Schedule, acquire or agree to acquire (whether
pursuant to a definitive agreement, a non-binding letter of intent or
otherwise), by merging or consolidating with, by purchasing an equity
interest in or a portion of the assets of (including by a "farm-in" of
any properties or interests), or by any other manner, any business or
any corporation, partnership, association or other business
organization or division thereof, or otherwise acquire or agree to
acquire any assets of any other Person (other than from a Subsidiary
of the Company or the purchase of assets from suppliers or vendors in
the ordinary course of business and other than assets which,
individually or in the aggregate, are not material to the business or
operations of the Company or any of its Subsidiaries);

(ii) except as set forth in Schedule 4.6(a)(ii) of
the Company Disclosure Schedule or as permitted under Section 4.12,
sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose
of, or agree to sell, lease, exchange, mortgage, pledge, transfer or
otherwise dispose of (including by a "farm-out" of any properties or
interests), any of its assets or any assets of any of its
Subsidiaries, except for pledges or dispositions of assets in the
ordinary course of business or consistent with the Announced
Restructuring and except for assets which, individually or in the
aggregate, are not material to the business or operations of the
Company or any of its Subsidiaries;

(iii) except as set forth in Schedule 4.6(a)(iii)
of the Company Disclosure Schedule, adopt or propose to adopt any
amendments to the Company's Memorandum of Association or Articles of
Association or similar charter documents; other than transactions
between the Company and one or more of its Subsidiaries or among one
or more of its Subsidiaries, adopt resolutions authorizing a
liquidation, dissolution, merger, consolidation, restructuring,
recapitalization, or other reorganization of the Company or any
Subsidiary; or make any other material changes in the Company's
capital structure;

(iv) (i) except as set forth in Schedule
4.7(a)(iv) of the Company Disclosure Schedule change any of its
significant accounting methods, principles, practices or policies or
(ii) make or rescind any express or deemed election relating to Taxes,
settle or compromise any claim, action, suit, Litigation, audit or
controversy relating to Taxes, or change any of its methods of
reporting income or deductions for federal or other income Tax
purposes from those employed in the preparation of the federal or
other income Tax Returns or other Tax Returns for the taxable year
ending December 31, 1997, except, in the case of either clause (i) or
clause (ii), as may be required by Law or GAAP;

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<PAGE> 40
(v) other than borrowings in the ordinary course
under the Credit Facilities, incur any obligation for borrowed money
or purchase money indebtedness, whether or not evidenced by a note,
bond, debenture or similar instrument or under any financing lease,
whether pursuant to a sale-and-leaseback transaction or otherwise;

(vi) except as set forth in Schedule 4.6(a)(vi) of
the Company Disclosure Schedule, make any loans or advances to any
Person, other than (i) advances to employees in the ordinary and usual
course of business and (ii) transactions among or between the Company
and its Subsidiaries in the ordinary and usual course of the Company's
business;

(vii) declare or pay any dividend or make any other
distribution with respect to its shares or capital stock, other than
dividends paid by any Subsidiary to the Company or another Subsidiary
in the ordinary and usual course of the Company's business and regular
dividends on the 5% Preference Shares in accordance with the terms as
in effect on the date hereof;

(viii) except as set forth in Schedule 4.6(a)(viii)
of the Company Disclosure Schedule, enter into, adopt, or (except as
may be required by law) amend or terminate any Benefit Plan; approve
or implement any employment severance arrangements (other than
payments made under the Company's severance policy in accordance with
past practice) or discharge or, except to replace any officer or
executive management personnel who have departed on substantially the
same or lesser terms as the departed Person, hire any officers or
executive management personnel; authorize or enter into any
employment, severance, consulting services or other agreement with any
officers or executive management personnel; or except as set forth in
Section 4.6(a)(viii) of the Company Disclosure Schedule, change the
compensation or benefits provided to any director, officer, or
employee as of June 30, 1998; or

(ix) agree in writing or otherwise to do any of
the foregoing.

(b) Except as expressly contemplated by this Agreement or
otherwise consented to in writing by Purchaser, from the date of this Agreement
until earlier of the Second Closing or the termination of this Agreement, the
Company shall not do, and shall not permit any of its Subsidiaries to do, any
of the following:

(i) materially amend, terminate or fail to use
all commercially reasonable efforts to maintain in full force and
effect and, if applicable, renew any Material Oil and Gas Contract or
any Material Contract (provided that the Company and its Subsidiaries
shall not be required to renew any Material Contract on terms that are
less favorable to the Company or its Subsidiaries), or fail to use all
commercially reasonable efforts to prevent a default in any material
respect (or take or omit to take any action that, with or without the
giving of notice or passage of time, would constitute a material
default) under any Material Oil and Gas Contract or any Material
Contract;

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<PAGE> 41
(ii) split, combine, reclassify or amend any term
of any of its shares or capital stock; or

(iii) Except as set forth in Schedule 4.6(b)(iii)
of the Company Disclosure Schedule, (A) issue, sell or deliver
(whether through the issuance or granting of options, warrants,
commitments, subscriptions, rights to purchase, or otherwise) any of
its shares or capital stock or other securities other than (1) as
contemplated herein or (2) pursuant to awards issued and outstanding
as of the date hereof under the Stock Plans or as required under the
terms of any other security of the Company outstanding as in effect as
of the date of this Agreement, or (B) purchase or otherwise acquire
any of its shares or capital stock, employee or director stock
options, warrants or other equity securities or debt securities other
than pursuant to the terms thereof as in effect as of the date of this
Agreement.

Section 4.7 Approvals. The Company and Purchaser each agree to
cooperate and use all commercially reasonable efforts to obtain (and will
promptly prepare all registrations, filings and applications, requests and
notices preliminary to all) Approvals that may be necessary or which may be
reasonably requested by the Company or Purchaser to consummate the transactions
contemplated by this Agreement and the other Transaction Documents.

Section 4.8 Shareholders Agreement. On or before the First
Closing Date, the Company and Purchaser shall enter into the Shareholders
Agreement.

Section 4.9 Preferred Stock Authorization. On or before the
First Closing Date, the Company shall take, or cause to be taken, all action
necessary to authorize and approve the Preferred Stock Authorization in
accordance with the relevant provisions of the Companies Law of the Cayman
Islands.

Section 4.10 HSR Act Notification. To the extent the HSR Act will
be applicable to the acquisition of the Shares by Purchaser, each of the
parties hereto shall (a) file or cause to be filed, as promptly as practicable
after the execution and delivery of this Agreement and in no event later than
ten Business Days after the date of this Agreement, with the Federal Trade
Commission and the United States Department of Justice, all reports and other
documents required to be filed by such party under the HSR Act concerning the
transactions contemplated hereby and (b) promptly comply with or cause to be
complied with any requests by the Federal Trade Commission or the United States
Department of Justice for additional information concerning the Transaction, in
each case so that the waiting period applicable to this Agreement and the
Transaction contemplated hereby under the HSR Act shall expire as soon as
practicable after the execution and delivery of this Agreement. Each party
hereto agrees to request, and to cooperate with the other party or parties in
requesting, early termination of any applicable waiting period under the HSR
Act.

Section 4.11 Indemnification of Directors and Officers; Insurance.

(a) At the later of (i) the First Closing or (ii) such
date on which such individuals are elected to the Board of Directors, the
Company shall enter into indemnification agreements with

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<PAGE> 42
each of the directors designated by the Purchaser pursuant to the Shareholders
Agreement ("Purchaser Designees") substantially in the form of Exhibit E hereto
with such changes thereto as may be agreed upon by Purchaser and the Company
(each an "Indemnification Agreement").

(b) At or prior to the First Closing Date, the Company
shall obtain directors' and officers' liability insurance policies providing an
aggregate of $25,000,000 in additional coverage to the coverage provided by the
Company's current directors' and officers' insurance policy (the "Additional
D&O Policies"). The Company shall use all commercially reasonable efforts to
ensure that the Additional D&O Policies shall, in addition to customary
coverage, provide coverage for Purchaser and any of its Affiliates with respect
to any claims brought against Purchaser or any of its Affiliates arising out of
or relating to any act or omission of any director of the Company in his or her
capacity as a director of the Company; provided, however, that in the event the
Additional D&O Policies are not available to provide coverage as described in
this sentence, the Company shall use commercially reasonable efforts to obtain
a separate insurance policy (the "Alternative Policy") providing such coverage
in such amounts as can be obtained by the Company upon the payment of annual
premiums that, when aggregated with the annual premiums paid for the Additional
D&O Policies, do not exceed 200% of the annual premiums related to the
Company's existing director and officer liability policies aggregating
$30,000,000 in coverage. The Company shall maintain in effect the Additional
D&O Policies and the Alternative Policy for so long as Purchaser is entitled to
nominate members to the Board of Directors pursuant to the Shareholders
Agreement.

(c) The Company shall, from and after the date of this
Agreement and until the later of (i) four years from the First Closing Date or
(ii) the final resolution of all Shareholder Litigation, maintain in effect the
current directors' and officers' liability insurance policies maintained by the
Company (provided that the Company may substitute therefor policies no less
favorable in terms and amounts of coverage so long as substitution does not
result in gaps of lapses in coverage) with respect to matters occurring prior
to the Second Closing Date; provided, however, that in no event shall the
Company be required to expend pursuant to this Section more than an amount per
year equal to 150% of current annual premiums paid by the Company for such
insurance.

(d) The Company shall amend its existing insurance
coverage under the Company's current policies of directors' and officers'
liability insurance, or obtain comparable replacement policies on terms no less
favorable in terms of coverage and amounts than those in effect on the date
hereof, so that Purchaser's purchase of the Shares pursuant to this Agreement
shall not constitute a "change of control" of the Company or otherwise cause
any of the Purchaser Designees or any of persons who become officers, directors
or employees of the Company on or after the First Closing Date to be excluded
from the coverage provided by such insurance policies.

(e) In the event the Company or any of its successors or
assigns (i) consolidates with or merges into any other Person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and assets
to any Person, then, and in each such case, proper provision shall be made so
that the successors and assigns of the Company shall assume the obligations set
forth in this Section 4.11. The provisions of this Section are intended to be
for the benefit of, and shall be enforceable by, the

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parties hereto and each person entitled to indemnification or insurance
coverage pursuant to this Section, his heirs, and his representatives. The
rights provided such persons under this Section shall be in addition to, and
not in lieu of, any rights to indemnity that such persons may have under the
Articles of Association of the Company or any other provisions herein or in
other agreements.

Section 4.12 No Solicitation.

(a) From and after the date hereof until the earlier of
the Second Closing Date or the termination of this Agreement, neither the
Company nor any of its Subsidiaries, nor any of their respective officers,
directors, representatives, agents or Affiliates (including, without
limitation, any investment banker, attorney or accountant retained by the
Company or any of its Subsidiaries) (collectively, "Representatives") will, and
the Company will cause the employees and Representatives of the Company and its
Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage
the submission of any proposal for a Sale Transaction, (ii) enter into any
agreement with respect to any Sale Transaction or give any approval with
respect to any Sale Transaction, (iii) participate in any discussions or
negotiations regarding, or furnish to any Person any information with respect
to, or take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any Sale
Transaction or any proposal for a Sale Transaction or (iv) release any third
party from its obligations under any existing standstill agreement or
arrangement relating to a proposed Sale Transaction or otherwise under any
confidentiality or other similar agreement relating to information material to
the Company or any of its Subsidiaries; provided, however, that if at any time
prior to the First Closing, the Board of Directors of the Company determines in
good faith, based on the advice of outside counsel, that it is necessary to do
so in order to comply with its fiduciary duties to the Company's shareholders
under applicable law, the Company (and its Representatives) may, in response to
a proposal for a Sale Transaction not solicited on or after the date hereof,
subject to compliance with Section 4.12(c), (x) furnish information with
respect to the Company pursuant to a customary confidentiality agreement to any
Person making such proposal and (y) participate in negotiations regarding such
proposal. The Company shall immediately cease and cause to be terminated any
existing solicitation, initiation, encouragement, activity, discussion or
negotiation with any parties conducted heretofore by the Company or any
Representatives with respect to any Sale Transaction existing on the date
hereof. Without limiting the foregoing, it is understood that any violation of
the restrictions set forth in the preceding sentence by any Representative of
the Company or any of its Subsidiaries, whether or not such Person is
purporting to act on behalf of the Company or any of its Subsidiaries or
otherwise, shall be deemed to be a breach of this Section 4.12(a) by the
Company.

(b) Neither the Board of Directors of the Company nor any
committee thereof shall (x) withdraw or modify, or propose to withdraw or
modify, in a manner adverse to Purchaser, the approval (including, without
limitation, the Board of Directors' resolution providing for such approval) of
this Agreement, the Preference Share Authorization or the transactions
contemplated hereby or thereby or (y) approve or recommend, or propose to
approve or recommend, any Sale Transaction, except in the case of clause (x) or
(y), if the Board of Directors of the Company determines in good faith, based
on the advice of outside counsel, that it is necessary to do so in order

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to comply with its fiduciary duties under applicable law and then only at or
after the termination of this Agreement pursuant to Section 7.1(c).

(c) In addition to the obligations of the Company set
forth in paragraphs (a) and (b) of this Section 4.12, the Company promptly
shall advise Purchaser orally and in writing of any request for information or
of any proposed Sale Transaction or any inquiry with respect to or which could
reasonably be expected to lead to any proposed Sale Transaction, the identity
of the Person making any such request, proposed Sale Transaction or inquiry and
all the terms and conditions thereof. The Company will keep Purchaser fully
informed of the status and details (including amendments or proposed
amendments) of any such request, proposed Sale Transaction or inquiry, and
Purchaser shall keep confidential such information provided to it by the
Company pursuant to this Section 4.12(c), subject to any judicial or other
legal order, directions or obligation to disclose such information.

(d) Nothing contained in this Section 4.12 shall prohibit
the Company from taking and disclosing to its stockholders a position
contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act;
provided, however, neither the Company nor its Board of Directors nor any
committee thereof shall, except as permitted by Section 4.12(b), withdraw or
modify, or propose to withdraw or modify, its approval or recommendation with
respect to this Agreement, the Preference Share Authorization or the
transactions contemplated hereby or thereby (including, without limitation, the
Board of Directors' resolution providing for such approval) or approve or
recommend, or propose to approve or recommend, a Sale Transaction.

Section 4.13 Notification of Certain Matters. The Company shall
give prompt notice to Purchaser, and Purchaser shall give prompt notice to the
Company, of (a) the occurrence, or failure to occur, of any event that causes
any representation or warranty contained in any Transaction Document to be
untrue or inaccurate in any material respect at any time from the date of this
Agreement to either Closing Date and (b) any failure of the Company or
Purchaser to comply with or satisfy, in any material respect, any covenant,
condition or agreement to be complied with or satisfied by it under any
Transaction Document.

Section 4.14 Board of Directors. The Company shall take, or cause
to be taken, such action as may be necessary or advisable to ensure that
simultaneously with the First Closing the Board shall consist of ten
directorships, six of which shall be held by the individuals listed in Schedule
4.14 of the Company's Disclosure Schedule and four of which shall be vacant
pending designation by Purchaser of four individuals to serve as members of the
Board of Directors pursuant to the Shareholders Agreement and, as of the First
Closing Date, the Company will comply with its obligations under Section 4.1 of
the Shareholders Agreement. The Company shall take, or cause to be taken, such
action as may be necessary or advisable to ensure that simultaneously with the
First Closing each of the audit and compensation committees and the executive
committee, if any, of the Board of Directors shall include one of the directors
designated by Purchaser. The right of Purchaser to continue to designate
nominees for election to the Board of Directors shall be subject to the
conditions set forth in the Shareholders Agreement.

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Section 4.15 Financial Advisory Agreement; Commitment Fee.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall execute and deliver to Hicks, Muse & Co. Partners,
L.P. ("HMCo") counterparts of the Financial Advisory Agreement and Purchaser
shall cause HMCo to execute and deliver to the Company counterparts of the
Financial Advisory Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

Section 5.1 Conditions Precedent to Each Party's Obligation. The
respective obligations of Purchaser and the Company to effect the transactions
contemplated hereby are subject to the satisfaction on or prior to each Closing
Date of the following conditions:

(a) Approvals. All Approvals of, or expirations of
waiting periods imposed by, any Governmental Entity necessary for the
consummation of the transactions contemplated by this Agreement shall have been
filed, occurred, or been obtained, including the expiration or termination of
any applicable waiting period under the HSR Act.

(b) No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction, or other order issued
by any court of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the transactions contemplated hereby shall be in
effect.

(c) No Action. No action shall have been taken nor any
statute, rule, or regulation shall have been enacted by any Governmental Entity
that makes the consummation of the transactions contemplated hereby illegal.

(d) NYSE Listing. The Company shall have obtained the
NYSE Approval.

Section 5.2 Conditions Precedent to Obligation of Purchaser at
the First Closing. The obligation of Purchaser to effect the transactions
contemplated by this Agreement to be consummated at the First Closing is
subject to the satisfaction of the following conditions unless waived, in whole
or in part, by Purchaser:

(a) Representations and Warranties. The representations
and warranties of the Company set forth in this Agreement shall be true and
correct in all respects (provided that, for purposes of this Section 5.2(a),
any representation or warranty of the Company contained herein that is
qualified by a materiality standard or a Material Adverse Effect qualification
shall be read without regard to any such qualifications as if such
qualifications were not contained therein) as of the date of this Agreement and
as of the First Closing Date as though made on and as of the First Closing Date
except for such failures which, individually or in the aggregate, have not had
and could not reasonably be expected to have a Material Adverse Effect, and
Purchaser shall have received a

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<PAGE> 46
certificate to the foregoing effect signed on behalf of the Company and its
Subsidiaries by the chief executive officer or by the chief financial officer
of the Company.

(b) Performance of Obligations. The Company shall have
performed in all respects (provided that, for purposes of this Section 5.2(b),
any covenant or agreement that is qualified by a materiality standard or
Material Adverse Effect qualification shall be read without regard to any such
qualification as if such qualification was not contained therein) all
obligations required to be performed by it or them under this Agreement prior
to the First Closing Date (it being understood that the Registration Statement
need not have become effective as of such date) except for such failures which,
individually or in the aggregate, have not had and could not reasonably be
expected to have a Material Adverse Effect, and Purchaser shall have received a
certificate to such effect signed on behalf of the Company and its Subsidiaries
by the chief executive officer or by the chief financial officer of the
Company.

(c) Consents Under Agreements. Purchaser shall have been
furnished with evidence of (i) the consent or approval of each person that is a
party to a Material Oil and Gas Contract (including evidence of the payment or
any required payment) and whose consent or approval shall be required in order
to permit the consummation of each of the transactions contemplated by this
Agreement or to prevent a breach of such Contract or the creation of a right to
terminate such Contract, (ii) all consents or approvals required under the
Credit Agreements, the Indenture and the Senior Notes with respect to the
consummation of each of the transactions contemplated by this Agreement or
necessary to prevent a breach of any such Contracts or instruments and (iii)
all other consents or approvals required to be obtained by the Company or any
of its Subsidiaries with respect to the consummation of each of the
transactions contemplated by this Agreement the failure of which to obtain
reasonably could be expected to result in a Material Adverse Effect, and each
such consent or approval shall be unconditioned.

(d) Legal Opinions. Purchaser shall have received (i)
from Robert Holland, general counsel of the Company and its Subsidiaries, an
opinion dated the First Closing Date, in substantially the form attached as
Exhibit F-1 hereto, (ii) from W. S. Walker & Co., Cayman counsel to the Company
and its Subsidiaries, or other counsel to the Company and its Subsidiaries
reasonably acceptable to Purchaser an opinion dated the First Closing Date, in
substantially the form attached as Exhibit F-2 hereto, (iii) from Vinson &
Elkins L.L.P., corporate counsel to the Purchaser, or other counsel to
Purchaser reasonably acceptable to Purchaser an opinion dated the First Closing
Date, as to the enforceability of this Agreement and the Shareholders
Agreement, in form and substance reasonably satisfactory to Purchaser and (iv)
from Hunter & Hunter, Cayman counsel to Purchaser, an opinion dated the First
Closing Date, in substantially the form attached as Exhibit F-3 hereto, each of
which opinions, if requested by Purchaser, shall expressly provide that they
may be relied upon by Purchaser's lenders, underwriters, or other sources of
financing with respect to the transactions contemplated hereby.

(e) Closing Deliveries. All documents, instruments,
certificates or other items required to be delivered by the Company pursuant to
Section 6.2(b) shall have been delivered.

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(f) No Issuance of Securities. The Company shall have
complied in all respects with the covenants set forth in Section 4.6(b)(iii).

(g) Preferred Stock Authorization. The Board shall have
adopted and approved the Preferred Stock Authorization in accordance with the
Companies Laws of the Cayman Islands.

Section 5.3 Conditions Precedent to Obligations of Company at the
First Closing. The obligation of the Company to effect the transactions
contemplated by this Agreement to be consummated at the First Closing is
subject to the satisfaction of the following conditions unless waived, in whole
or in part, by the Company:

(a) Representations and Warranties. The representations
and warranties of Purchaser set forth in this Agreement shall be true and
correct in all respects (provided that, for purposes of this Section 5.3(a),
any representation or warranty of Purchaser contained herein that is qualified
by a materiality standard or a Material Adverse Effect qualification shall be
read without regard to any such qualifications as if such qualifications were
not contained therein) as of the date of this Agreement and as of the First
Closing Date as though made on and as of the First Closing Date except for such
failures which, individually or in the aggregate, have not had and could not
reasonably be expected to have a Material Adverse Effect, and the Company shall
have received a certificate to the foregoing effect signed on behalf of
Purchaser by the chief executive officer or by the chief financial officer of
Purchaser.

(b) Performance of Obligations of Purchaser. Purchaser
shall have performed in all respects (provided that, for purposes of this
Section 5.3(b), any covenant or agreement that is qualified by a materiality
standard shall be read without regard to any such qualification as if such
qualification was not contained therein) the obligations required to be
performed by it under this Agreement prior to the First Closing Date except for
such failures which, individually or in the aggregate, have not had and could
not reasonably be expected to have a Material Adverse Effect, and the Company
shall have received a certificate to such effect signed on behalf of Purchaser
by the chief executive officer or by the chief financial officer of Purchaser.

(c) Closing Deliveries. All documents, instruments,
certificates or other items required to be delivered by Purchaser pursuant to
Section 6.2(a) shall have been delivered.

Section 5.4 Conditions Precedent to Obligation of Purchaser at
the Second Closing. The obligation of Purchaser to effect the transaction
contemplated by this Agreement to be consummated at the Second Closing is
subject to the following conditions unless waived, in whole or in part, by
Purchaser:

(a) Consummation of First Closing. The First Closing
shall have occurred prior to the Second Closing Date.

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<PAGE> 48
(b) Completion of Rights Offering. The Rights Offering
shall have commenced and the time periods for basic and oversubscription rights
shall have expired and the number of Unsubscribed Shares shall have been
determined.

(c) Representations and Warranties. The representations
and warranties of the Company set forth in this Agreement shall be true and
correct in all respects (provided that, for purposes of this Section 5.4(c),
any representation or warranty of the Company contained herein that is
qualified by a materiality standard or a Material Adverse Effect qualification
shall be read without regard to any such qualifications as if such
qualifications were not contained therein) as of the date of this Agreement and
as of the Second Closing Date as though made on and as of the Second Closing
Date except for such failures which, individually or in the aggregate, have not
had and could not reasonably be expected to have a Material Adverse Effect, and
Purchaser shall have received a certificate to the foregoing effect signed on
behalf of the Company and its Subsidiaries by the chief executive officer or by
the chief financial officer of the Company.

(d) Performance of Obligations. The Company shall have
performed in all respects (provided that, for purposes of this Section 5.4(d),
any covenant or agreement that is qualified by a materiality standard or
Material Adverse Effect qualification shall be read without regard to any such
qualification as if such qualification was not contained therein) all
obligations required to be performed by it or them under this Agreement prior
to the Second Closing Date except for such failures which, individually or in
the aggregate, have not had and could not reasonably be expected to have a
Material Adverse Effect, and Purchaser shall have received a certificate to
such effect signed on behalf of the Company and its Subsidiaries by the chief
executive officer or by the chief financial officer of the Company.

(e) Legal Opinions. Purchaser shall have received (i)
from Robert Holland, general counsel of the Company and its Subsidiaries, an
opinion dated the Second Closing Date, in substantially the form attached as
Exhibit F-1 hereto and (ii) from W. S. Walker & Co., Cayman counsel to the
Company and its Subsidiaries, or other counsel to the Company reasonably
acceptable to Purchaser, an opinion dated the Second Closing Date, in
substantially the form attached as Exhibit F-2 hereto, (iii) from Vinson &
Elkins L.L.P., corporate counsel to the Company, or other counsel to Purchaser
reasonably acceptable to Purchaser, an opinion dated the Second Closing Date,
as to the enforceability of this Agreement and the Shareholders Agreement, in
form and substance reasonably satisfactory to Purchaser and (iv) from Hunter &
Hunter, Cayman counsel to Purchaser, an opinion dated the Second Closing Date,
in substantially the form attached as Exhibit F-3 hereto, each of which
opinions, if requested by Purchaser, shall expressly provide that they may be
relied upon by Purchaser's lenders, underwriters, or other sources of financing
with respect to the transactions contemplated hereby.

(f) Closing Deliveries. All documents, instruments,
certificates or other items required to be delivered by the Company pursuant to
Section 6.3(b) shall have been delivered.

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(g) Board Designees. Four individuals designated by
Purchaser pursuant to Section 4.1 of the Shareholders Agreement to serve as
members of the Board of Directors shall have been duly elected or appointed to
the Board of Directors and shall not have been removed other than at the
direction of Purchaser.

Section 5.5 Conditions Precedent to Obligations of Company at the
Second Closing. The obligation of the Company to effect the transactions
contemplated by this Agreement to be consummated at the Second Closing is
subject to the satisfaction of the following conditions unless waived, in whole
or in part, by the Company.

(a) Consummation of First Closing. The First Closing
shall have occurred prior to the Second Closing Date.

(b) Completion of Rights Offering. The Rights Offering
shall have commenced and expired and the number of Unsubscribed Shares shall
have been determined.

(c) Representations and Warranties. The representations
and warranties of Purchaser set forth in this Agreement shall be true and
correct in all material respects (provided that, for purposes of this Section
5.5(c), any representation or warranty of Purchaser contained herein that is
qualified by a materiality standard or a Material Adverse Effect qualification
shall be read without regard to any such qualification as if such
qualifications were not contained therein) as of the date of this Agreement and
as of the Second Closing Date as though made on and as of the Second Closing
Date except for such failures which, individually or in the aggregate, have not
had and could not reasonably be expected to have a Material Adverse Effect, and
the Company shall have received a certificate to the foregoing effect signed on
behalf of Purchaser by the chief executive officer or by the chief financial
officer of Purchaser.

(d) Performance of Obligations of Purchaser. Purchaser
shall have performed in all material respects (provided that, for purposes of
this Section 5.5(d), any covenant or agreement that is qualified by a
materiality standard shall be read without regard to any such qualifications as
if such qualification was not contained therein) the obligations required to be
performed by it under this Agreement prior to the Second Closing Date except
for such failures which, individually or in the aggregate, have not had and
could not reasonably be expected to have a Material Adverse Effect, and the
Company shall have received a certificate to such effect signed on behalf of
Purchaser by the chief executive officer or by the chief financial officer of
Purchaser.

(e) Closing Deliveries. All documents, instruments,
certificates or other items required to be delivered by Purchaser pursuant to
Section 6.3(a) shall have been delivered.

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ARTICLE VI

CLOSINGS

Section 6.1 Closings. Subject to the satisfaction or waiver of
the conditions set forth in Article V, the purchase and sale of the Shares to
be purchased by Purchaser hereunder will take place at two closings (the
"Closings"). The closing of the purchase and sale of the Initial Shares
pursuant to Section 2.1(a)(i) (the "First Closing") and the closing of the
purchase and sale of the Remaining Shares pursuant to Section 2.1(a)(ii) and
the Rights Offering (the "Second Closing") shall occur (a) at the offices of
Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, at
10:00 a.m., local time, on the third Business Day following the satisfaction or
waiver (subject to applicable Law) of each of the conditions to the obligations
of the parties to effect the transactions to occur at each such Closing as set
forth in Sections 5.1, 5.2, 5.3, 5.4 and 5.5, respectively; provided that
Purchaser may, at Purchaser's option, extend either of the Closing Dates up to
thirteen (13) Business Days after such date or (b) at such other location and
time as may be mutually agreed upon by the parties hereto. The date on which
the First Closing is required to take place is herein referred to as the "First
Closing Date" and the date on which the Second Closing is required to take
place is herein referred to as the "Second Closing Date." All closing
transactions at the First Closing shall be deemed to have occurred
simultaneously, and all closing transactions at the Second Closing shall be
deemed to have occurred simultaneously.

Section 6.2 Actions to Occur at the First Closing.

(a) At the First Closing, Purchaser shall deliver to the
Company the following:

(i) Purchase Price. An amount equal to the
Purchase Price for the Initial Shares in accordance with Article II
hereof;

(ii) Shareholders Agreement. Counterparts of the
Shareholders Agreement executed by Purchaser;

(iii) Monitoring Agreement. Counterparts of the
Monitoring Agreement executed by HMCo; and

(iv) Certificates. The certificates described in
Sections 5.3(a) and 5.3(b).

(b) At the First Closing, the Company shall pay to HMCo
the amount of $7,000,000 payable pursuant to the Financial Advisory Agreement
as referred to in Section 9.5(d) and shall deliver to Purchaser (or to its
designee as indicated otherwise) the following:

(i) Share Certificates. Certificates
representing the Initial Shares, duly endorsed in blank or accompanied
by stock powers duly endorsed in blank, and otherwise in proper form
for transfer;

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(ii) Shareholders Agreement. Counterparts of the
Shareholders Agreement executed by the Company;

(iii) Monitoring Agreement. Counterparts of the
Monitoring Agreement executed by the Company;

(iv) Funding Fee. The amount of $2,551,500
payable pursuant to Section 9.5(d), paid to HMCo by wire transfer of
immediately available funds to an account of HMCo (the number for
which account shall have been furnished to the Company at least two
Business Days prior to the Closing Date);

(v) Purchaser's Expenses. An amount equal to
Purchaser's Expenses incurred through the First Closing Date in
connection with the transactions contemplated hereby as provided in
Section 9.5(a), by wire transfer of immediately available funds to an
account of Purchaser (the amount of such costs and expenses and the
number for which account shall have been furnished to the Company at
least two Business Days prior to the Closing Date);

(vi) Certificates. The certificates described in
Sections 5.2(a) and 5.2(b);

(vii) Consents Under Agreements. The original of
each consent or approval, if any, pursuant to Section 5.2(c); and

(viii) Legal Opinions. The opinions of counsel
referred to in Section 5.2(d).

Section 6.3 Actions to Occur at the Second Closing.

(a) At the Second Closing, Purchaser shall deliver to the
Company the following:

(i) Purchase Price. An amount equal to the
Purchase Price for the Remaining Shares in accordance with Article II
hereof; and

(ii) Certificates. The certificates described in
Sections 5.5(a) and 5.5(b).

(b) At the Second Closing, the Company shall deliver to
Purchaser (or to its designee as indicated otherwise) the following:

(i) Share Certificates. Certificates
representing the Remaining Shares, duly endorsed in blank or
accompanied by stock powers duly endorsed in blank, and otherwise in
proper form for transfer;

(ii) Funding Fee. The amount of 2% multiplied by
the product of (A) $70.00 and (B) the number of Remaining Shares, as
provided in Section 9.5(d), paid to HMCo by wire transfer of
immediately available funds to an account of HMCo (the number

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<PAGE> 52
for which account shall have been furnished to the Company at least
two Business Days prior to the Closing Date);

(iii) Purchaser's Expenses. An amount equal to
Purchaser's Expenses incurred between the First Closing Date and the
Second Closing Date as provided in Section 9.5(a), by wire transfer of
immediately available funds to an account of Purchaser (the amount of
such costs and expenses and the number for which account shall have
been furnished to the Company at least two Business Days prior to the
Closing Date);

(iv) Certificates. The certificates described in
Sections 5.4(c) and 5.4(d); and

(v) Legal Opinions. The opinions of counsel
referred to in Section 5.4(e).

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated prior
to either Closing:

(a) by mutual consent of Purchaser and the Company;

(b) by either Purchaser or the Company:

(i) in the event of a breach by the other party
of any representation, warranty, covenant or agreement contained in
this Agreement which (A) would give rise to the failure of a condition
set forth in Section 5.2(a) or 5.2(b), with respect to the First
Closing, or Section 5.3(a) or 5.3(b), with respect to the Second
Closing, as applicable, and (B) cannot be cured or, if curable, has
not been cured within 20 days (the "Cure Period") following receipt by
the breaching party of written notice of such breach (it being
acknowledged and agreed that there shall not be a Cure Period for
breaches of the covenants set forth in Section 4.12);

(ii) if a court of competent jurisdiction or other
Governmental Entity shall have issued an order, decree, or ruling or
taken any other action (which order, decree, or ruling Purchaser and
the Company shall use all commercially reasonable efforts to lift), in
each case permanently restraining, enjoining, or otherwise prohibiting
the transactions contemplated by this Agreement, and such order,
decree, ruling, or other action shall have become final and
nonappealable; provided, however, that the right to terminate this
Agreement under this clause (ii) shall not be available to any party
whose breach of this Agreement has been the cause of, or resulted in,
such order, decree, ruling or other action;

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(iii) if the First Closing shall not have occurred
by the later of (A) October 31, 1998, as such date may be extended by
Purchaser pursuant to Section 6.1(a), and (B) the date to which the
First Closing Date is extended pursuant to Section 6.1(b); provided,
however, that the right to terminate this Agreement under this clause
(iii) shall not be available to any party whose breach of this
Agreement has been the cause of, or resulted in, the failure of the
First Closing to occur on or before such date; or

(iv) if the Second Closing shall not have occurred
by the later of (A) 50 Business Days after the date on which the
Registration Statement is declared effective under the Securities Act,
but in no event later than February 1, 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;

(c) by the Company if (i) the Board of Directors of the
Company shall have determined in good faith, based on the advice of outside
counsel, that it is necessary, in order to comply with its fiduciary duties to
the Company's shareholders under applicable law, to terminate this Agreement
and to enter into an agreement with respect to or to consummate a transaction
constituting a Sale Transaction, and (ii) the Company shall have given at least
five Business Days prior written notice to Purchaser advising Purchaser that
the Company has received a bona fide proposal for a Sale Transaction from a
third party, specifying the material terms and conditions of such proposal
(including the identity of the third party) and the material terms and
conditions of any agreements or arrangements to be entered into in connection
with a Sale Transaction and that the Company intends to terminate this
Agreement in accordance with this Section 7.1(c); provided that the Company may
not effect such termination pursuant to this Section 7.1(c) unless (i) the
Company shall not have breached Section 4.12 and (ii) the Company has
contemporaneously with such termination tendered payment to Purchaser, or its
designee, of the Termination Fee and the reimbursement of Purchaser's Expenses
(if and to the extent that Purchaser has provided to the Company documentation
reasonably acceptable to the Company in support of the amounts claimed) that is
due Purchaser or its designee pursuant to Section 9.5; or

(d) by Purchaser if:

(i) the Board shall have recommended to the
shareholders of the Company any Sale Transaction, other than a
proposal or offer by Purchaser or any of its Affiliates, or shall have
resolved to do so; or

(ii) a tender offer or exchange offer for 50% or
more of the outstanding shares of Common Stock or voting securities
representing 50% or more of the voting power of the outstanding
capital stock of the Company (giving effect to the conversion of
outstanding 8% Preference Shares to Common Stock at the rate which the
8% Preference Shares are then convertible into shares of Common Stock)
is commenced (other than by the

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<PAGE> 54
Company or its Affiliates) and the Board of Directors of the Company
fails to timely recommend against the stockholders of the Company
tendering their shares into such tender offer or exchange offer.

provided that Purchaser in exercising its termination rights hereunder may
condition the effectiveness of such termination upon receipt of the Termination
Fee and reimbursement of Purchaser's Expenses (if and to the extent that
Purchaser has provided to the Company documentation reasonably acceptable to
the Company in support of the amounts claimed) that are due Purchaser or its
designee pursuant to Section 9.5.

The right of any party hereto to terminate this Agreement pursuant to
this Section 7.1 shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any party hereto, any person
controlling any such party or any of their respective officers, directors,
employees, accountants, consultants, legal counsel, agents, or other
representatives whether prior to or after the execution of this Agreement.

Section 7.2 Effect of Termination. In the event of the
termination of this Agreement, written notice thereof shall forthwith be given
to the other party specifying the provision hereof pursuant to which such
termination is made, and this Agreement (except for the provisions of this
Section 7.2, Article VIII and Sections 9.4, 9.5, 9.6, 9.9, 9.10, 9.12 and 9.13,
which shall survive such termination) shall forthwith become null and void.
Subject to the provisions of Section 9.5, in the event of a termination of this
Agreement by either the Company or Purchaser as provided above, there shall be
no liability on the part of the Company or Purchaser, except for liability
arising out of a wilful breach of, or misrepresentation under, this Agreement
(but in no event shall any party hereto be entitled to recover punitive
damages).

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification of Purchaser. Subject to the provisions of
this Article VIII, from and after the First Closing Date the Company agrees to
indemnify and hold harmless the Purchaser Indemnified Parties from and against
any and all Purchaser Indemnified Costs.

8.2 Indemnification of Company. Subject to the provisions of this
Article VIII, from and after the First Closing Date Purchaser agrees to
indemnify and hold harmless the Company from and against any and all Company
Indemnified Costs.

8.3 Defense of Third-Party Claims. An Indemnified Party shall
give prompt written notice to any person who is obligated to provide
indemnification hereunder (an "Indemnifying Party") of the commencement or
assertion of any action, proceeding, demand, or claim by a third party
(collectively, a "third-party action") in respect of which such Indemnified
Party shall seek indemnification hereunder. Any failure so to notify an
Indemnifying Party shall not relieve such

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Indemnifying Party from any liability that it, he, or she may have to such
Indemnified Party under this Section 8.3 unless the failure to give such notice
materially and adversely prejudices such Indemnifying Party. The Indemnifying
Party shall have the right to assume control of the defense of, settle, or
otherwise dispose of such third-party action on such terms as it deems
appropriate; provided, however, that:

(a) The Indemnified Party shall be entitled, at its own
expense, to participate in the defense of such third-party action (provided,
however, that the Indemnifying Party shall pay the attorneys' fees of one
counsel (provided that if any such third-party action is brought in a
jurisdiction other than Texas, the Indemnifying Party shall also pay the
attorney's fees of one local counsel) to the Indemnified Party if (i) the
employment of separate counsel shall have been authorized in writing by any
such Indemnifying Party in connection with the defense of such third-party
action, (ii) the Indemnifying Parties shall not have employed counsel
reasonably satisfactory to the Indemnified Party to have charge of such
third-party action, (iii) counsel to the Indemnified Party shall have advised
the Indemnified Party that there are defenses available to the Indemnified
Party that are different from or additional to those available to the
Indemnifying Party and that it is advisable to have those defenses asserted on
behalf of Indemnified Party by separate counsel, (iv) counsel to the
Indemnified Party and the Indemnifying Party shall have advised their
respective clients in writing, with a copy delivered to the other party, that
there is a conflict of interest that could make it inappropriate under
applicable standards of professional conduct to have common counsel), or (v)
the third-party action is a proceeding brought by a shareholder of the Company
(in such shareholder's name or derivatively on behalf of the Company) in
respect of the transactions contemplated by this Agreement;

(b) The Indemnifying Party shall obtain the prior written
approval of the Indemnified Party (not to be unreasonably withheld) before
entering into or making any settlement, compromise, admission, or
acknowledgment of the validity of such third-party action or any liability in
respect thereof if, pursuant to or as a result of such settlement, compromise,
admission, or acknowledgment, injunctive or other equitable relief would be
imposed against the Indemnified Party or if, in the reasonable opinion of the
Indemnified Party, such settlement, compromise, admission, or acknowledgment
could reasonably be expected to have a material adverse effect on its business;

(c) No Indemnifying Party shall, without the consent of
each Indemnified Party (which consent shall not be unreasonably withheld),
consent to the entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by each claimant or
plaintiff to each Indemnified Party of a release from all liability in respect
of such third-party action; and

(d) The Indemnifying Party shall not be entitled to
control (but shall be entitled to participate at its own expense in the defense
of), and the Indemnified Party shall be entitled to have sole control over, the
defense or settlement, compromise, admission, or acknowledgment of any
third-party action (i) as to which the Indemnifying Party fails to assume the
defense within a reasonable length of time; or (ii) to the extent the
third-party action seeks an order, injunction, or other equitable relief
against the Indemnified Party which could reasonably be expected to materially

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adversely affect the business, operations, assets, or financial condition of
the Indemnified Party; provided, however, that the Indemnified Party shall make
no settlement, compromise, admission, or acknowledgment that would give rise to
liability on the part of any Indemnifying Party without the prior written
consent of such Indemnifying Party.

The parties hereto shall extend reasonable cooperation in connection with the
defense of any third-party action pursuant to this Article VIII and, in
connection therewith, shall furnish such records, information, and testimony
and attend such conferences, discovery proceedings, hearings, trials, and
appeals as may be reasonably requested.

8.4 Direct Claims. In any case in which an Indemnified Party
seeks indemnification hereunder which is not subject to Section 8.3 because no
third-party action is involved, the Indemnified Party shall notify the
Indemnifying Party in writing of any Indemnified Costs which such Indemnified
Party claims are subject to indemnification under the terms hereof. The
failure of the Indemnified Party to exercise promptness in such notification
shall not amount to a waiver of such claim unless the resulting delay
materially prejudices the position of the Indemnifying Party with respect to
such claim.

8.5 Special provisions Regarding Indemnity. Notwithstanding the
other terms of this Agreement:

(a) Purchaser shall not be entitled to recover any
Purchaser Indemnified Costs and the Company shall not be entitled to recover
any Company Indemnified Costs as a result of any breach of any representation
or warranty by the other party unless, in either such case, the aggregate
amount thereof exceeds $2,500,000, in which event the party entitled to
indemnification with respect thereto shall be entitled to recover only the
amount in excess of $2,500,000; and provided, however, that the limitations of
this Section 8.5(a) shall not apply to any Purchaser Indemnified Cost resulting
from or relating to (i) any misrepresentation or breach of the representations
and warranties contained in Section 3.1(c) or (ii) the Company's knowing or
willful misrepresentations or breaches of representations or warranties made as
a part of or contained in this Agreement.

(b) For purposes of determining if there has been any
inaccuracy or breach of a representation or warranty for purposes of
calculating Purchaser Indemnified Costs or Company Indemnified Costs, the
representations and warranties contained herein that are qualified by a
materiality standard or a Material Adverse Effect or Material Adverse Change
qualification shall be read without regard to any such qualifications as if
such qualifications were not contained therein.

8.6 Tax Related Adjustments. The Company and Purchaser agree that
any payment of Indemnified Costs made hereunder will be treated by the parties
on their Tax Returns as an adjustment to the Purchase Price. If,
notwithstanding such treatment by the parties, any payment of Indemnified Costs
is determined to be taxable income rather than adjustment to Purchase Price,

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<PAGE> 57
then the Indemnifying Party shall indemnify the Indemnified Party for any Taxes
payable by the Indemnified Party or any subsidiary by reason of the receipt of
such payment (including any payments under this Section 8.5), determined at an
assumed marginal tax rate equal to the highest marginal tax rate then in effect
for corporate taxpayers in the relevant jurisdiction.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Survival of Provisions.

(a) The representations and warranties of the Company and
Purchaser made herein or in any other Transaction Document and the covenants of
the Company and Purchaser to be complied with on or prior to either Closing
Date shall remain operative and in full force and effect pursuant to their
terms, regardless of (x) any investigation made by or on behalf of Purchaser or
the Company, as the case may be, or (y) acceptance of any of the Shares and
payment by Purchaser therefor, until the first anniversary of the Second
Closing Date.

(b) The covenants and agreements of the Company and
Purchaser contained in this Agreement to the extent that, by their terms, they
are to be performed or complied with after either of the Closing Dates,
including without limitation the Indemnification Agreement set forth in Article
VIII hereof, will survive until the later of (i) the first anniversary of the
Second Closing Date or (ii) the expiration of all applicable statute of
limitations (including all periods of extension, whether automatic or
permissive) affecting or applicable to any such covenant or agreement.

(c) Any claim for indemnification for a breach of a
representation, warranty or covenant hereunder shall be brought within the
applicable survival period specified in Section 9.1(a) or Section 9.1(b)
hereof. If a claim for indemnification is made in accordance with Article VIII
hereof before the expiration of the applicable survival period set forth in
Section 9.1(a) or Section 9.1(b), as applicable, then (not withstanding such
survival period) the representation, warranty, covenant or agreement applicable
to such claim will survive for purposes of such claim until the resolution of
such claim by final, nonappealable judgment or settlement, but only with
respect to such claim.

Section 9.2 No Waiver; Modification in Writing. No failure or
delay on the part of the Company or a Purchaser in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
Without limiting the rights that any party may have for fraud under common law,
the remedies provided for herein are cumulative and are the exclusive remedies
available to the Company or Purchaser at law or in equity. The provisions of
this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the written consent of the Company,
on the one hand, and Purchaser

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or its permitted assigns, on the other hand, provided that notice of any such
waiver shall be given to each party hereto as set forth below. Any amendment,
supplement or modification of or to any provision of this Agreement, or any
waiver of any provision of this Agreement, shall be effective only in the
specific instance and for the specific purpose for which made or given. Except
where notice is specifically required by this Agreement, no notice to or demand
on any party hereto in any case shall entitle the other party to any other or
further notice or demand in similar or other circumstances.

Section 9.3 Specific Performance. The parties recognize that in
the event the Company should refuse to perform under the provisions of this
Agreement or any other Transaction Document, monetary damages alone will not be
adequate. Purchaser shall therefore be entitled, in addition to any other
remedies which may be available, including money damages, to obtain specific
performance of the terms of this Agreement. In the event of any action to
enforce this Agreement or any other Transaction Document specifically, the
Company hereby waive the defense that there is an adequate remedy at law.

Section 9.4 Severability. If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any rule of
applicable law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated herein are not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated herein are consummated as originally contemplated to
the fullest extent possible.

Section 9.5 Fees and Expenses.

(a) At each Closing pursuant to Sections 6.2(b)(v) and
6.3(b)(iii), the Company shall pay to Purchaser an amount equal to the
Purchaser's Expenses through the applicable Closing Date in connection with the
transactions contemplated by this Agreement.

(b) Concurrently with a termination of this Agreement by
the Company or Purchaser pursuant to Sections 7.1(b)(ii), 7.1(b)(iii) or
7.1(b)(iv) (and as a condition to any such termination by the Company), by the
Company pursuant to Section 7.1(c) (and as a condition to any such termination
by the Company) or by Purchaser pursuant to Section 7.1(b)(i) or 7.1(d), the
Company shall pay to Purchaser by wire transfer of immediately available funds
an amount equal to the Purchaser's Expenses. If the Company terminates this
Agreement pursuant to Section 7.1(b)(i), then Purchaser shall not be entitled
to reimbursement of the Purchaser's Expenses. The payment of Purchasers
Expenses pursuant to this Section 9.5(b) shall not in any way limit Purchasers
rights against the Company as permitted under Section 7.2 of this Agreement.

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(c) Concurrently with a termination of this Agreement by
the Company pursuant to Section 7.1(c), the Company shall pay to Purchaser by
wire transfer of immediately available funds an amount equal to $30,000,000
(the "Termination Fee").

(d) If this Agreement is terminated by the Company or
Purchaser pursuant to Sections 7.1(b)(ii), 7.1(b)(iii) or 7.1(b)(iv) or by
Purchaser pursuant to Section 7.1(b)(i) as a result of non-willful breach of
this Agreement by the Company or pursuant to Section 7.1(d), and within one
year after such termination date (i) definitive documentation with respect to a
Sale Transaction has been entered into or (ii) 50% or more of the outstanding
Common Stock or voting securities representing 50% or more of the voting power
of the outstanding capital stock of the Company (giving effect to the
conversion of outstanding 8% Preference Shares to Common Stock at the rate at
which the 8% Preference Shares are then convertible into shares of Common
Stock) has been acquired pursuant to a tender or exchange offer in connection
with a proposed Sale Transaction or, if a tender or exchange offer in
connection with a proposed Sale Transaction has been commenced prior to but has
not expired as of such date that is one year after such termination of this
Agreement, 50% or more of the outstanding Common Stock or voting securities
representing 50% or more of the voting power of the outstanding capital stock
of the Company (giving effect to the conversion of outstanding 8% Preference
Shares to Common Stock at the rate at which the 8% Preference Shares are then
convertible into shares of Common Stock) is acquired pursuant to such tender or
exchange offer, then the Company shall pay or shall cause to be paid,
contemporaneously with the consummation of such Sale Transaction, to Purchaser,
or its designee, an amount equal to the Termination Fee by wire transfer of
immediately available funds. Notwithstanding the forgoing, Purchaser shall not
be entitled to the Termination Fee pursuant to this Section 9.5(d) if this
Agreement is terminated pursuant to Section 7.1(b)(iii) and the sole
unsatisfied condition to Purchaser's obligation to close shall have been the
failure of the condition in Section 5.1(a) to have been satisfied as a result
of the failure to obtain approval under the HSR Act or the failure of the
expiration or termination of any applicable waiting period under the HSR Act to
have expired.

(e) Pursuant to the terms of the Financial Advisory
Agreement, the Company will pay to HMCo a transaction fee equal to $7,000,000
by wire transfer of immediately available funds contemporaneously with the
earlier to occur of (i) the First Closing Date or (ii) the termination of this
Agreement for any reason. At the First Closing, the Company also shall pay to
HMCo a transaction fee in the amount of $2,551,500 by wire transfer of
immediately available funds. In addition, at the Second Closing, the Company
shall pay HMCo a transaction fee equal to two percent of the Purchase Price
paid by Purchaser at such Second Closing, including the Purchase Price paid by
Purchaser for any Shares purchased in the Rights Offering.

(f) The payment of Purchaser's Expenses and the
Termination Fee shall be paid by the Company without reservation of rights or
protests and the Company upon making such payment shall be deemed to have
released and waived any and all rights that it may have to recover such
amounts. Nothing contained in this Section 9.5 shall limit Purchasers rights
against the Company in the event of the termination of this Agreement by
Purchaser pursuant to Section 7.1(b)(i) as a result of a willful breach by the
Company of this Agreement.

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Section 9.6 Parties in Interest. This Agreement shall be binding
upon and, except as provided below, inure solely to the benefit of each party
hereto and their successors and assigns, and nothing in this Agreement, except
as set forth in Section 4.11 (which is expressly intended for the benefit of
the parties specified therein and shall be enforceable by any of such parties
or any of their respective heirs and representatives) and Article VIII (which
is intended for the benefit of all Indemnified Parties), express or implied, is
intended to confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement.

Section 9.7 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

(a) If to Purchaser, to:

HM 4 Triton, L.P.
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Facsimile: (214) 740-7313

with a copy to:

Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Michael D. Wortley
Facsimile: (214) 999-7732

(b) If to the Company, to:

Triton Energy Limited
c/o Triton Exploration Services, Inc.
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Attention: Robert Holland
Facsimile: (214) 691-0198

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with a copy to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Robert Friedman
Facsimile: (212) 455-2502

Any of the above addresses may be changed at any time by notice given
as provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, on the date of receipt, if telecopied, three Business Days
after the date of mailing, if mailed by registered or certified mail, return
receipt requested, and one Business Day after the date of sending, if sent by
Federal Express or other recognized overnight courier.

Section 9.8 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.

Section 9.9 Entire Agreement. This Agreement (which term shall
be deemed to include the Exhibits and Schedules hereto and the other
certificates, documents and instruments delivered hereunder) and the other
Transaction Documents constitute the entire agreement of the parties hereto and
supersede all prior agreements, letters of intent and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
There are no representations or warranties, agreements, or covenants other than
those expressly set forth in this Agreement and the other Transaction
Documents.

Section 9.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
EFFECT TO ANY CONFLICTS OF LAW PROVISIONS. Each of the parties hereby (a)
irrevocably submits to the exclusive jurisdiction of the United States Federal
District Court for the Northern District of Texas, sitting in Dallas County,
Texas, the United States of America, in the event such court has jurisdiction
or, if such court does not have jurisdiction, to any district court sitting in
Dallas County, Texas, the United States of America, for the purposes of any
suit, action or proceeding arising out of or relating to this Agreement,
including any claims for indemnity pursuant to Article VIII hereof, (b) waives,
and agrees not to assert in any such suit, acting or proceeding, any claim that
(i) it is not personally subject to the jurisdiction of such court or of any
other court to which proceedings in such court may be appealed, (ii) such suit,
action or proceeding is brought in an inconvenient forum or (iii) the venue of
such suit, action or proceeding is improper and (c) expressly waives any
requirement for the posting of a bond by the party bringing such suit, action
or proceeding. Each of the parties consents to process being served in any
such suit, action or proceeding by mailing, certified mail, return receipt
requested, a copy thereof to such party at the

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address in effect for notices hereunder, and agrees that such services shall
constitute good and sufficient service of process and notice thereof. Nothing
in this Section 9.10 shall affect or limit any right to serve process in any
other manner permitted by law.

Section 9.11 Public Announcements. The Company, on the one hand,
and Purchaser, on the other, shall consult with each other before issuing any
press release or otherwise making any public statements with respect to this
Agreement or the transactions contemplated hereby, except for statements
required by Law or by any listing agreements with or rules of any national
securities exchange or the National Association of Securities Dealers, Inc., or
made in disclosures reasonably determined as required to be filed pursuant to
the Securities Act of 1933 or the Securities Exchange Act of 1934.

Section 9.12 Assignment. Neither this Agreement nor any of the
rights, interests, or obligations hereunder shall be assigned by any of the
parties hereto, whether by operation of Law or otherwise; provided, however,
that upon notice to the Company, (a) Purchaser may assign or delegate any or
all of its rights or obligations under this Agreement to any Affiliate thereof
and (b) nothing in this Agreement shall limit Purchaser's ability to make a
collateral assignment of its rights under this Agreement to any institutional
lender that provides funds to Purchaser without the consent of the Company.
The Company shall execute an acknowledgment of such collateral assignments in
such forms as Purchaser's lenders may from time to time reasonably request;
provided, however, that unless written notice is given to the Company that any
such collateral assignment has been foreclosed upon, the Company shall be
entitled to deal exclusively with Purchaser as to any matters arising under
this Agreement or any of the other agreements delivered pursuant hereto. In
the event of such an assignment, the provisions of this Agreement shall inure
to the benefit of and be binding on Purchaser's assigns. Any attempted
assignment in violation of this Section shall be null and void.

Section 9.13 Director and Officer Liability. The directors,
officers, partners, members and stockholders of Purchaser, the Company and
their respective Affiliates shall not have any personal liability or obligation
arising under this Agreement (including any claims that the Company or
Purchaser may assert) other than as an assignee of this Agreement.

Section 9.14 Headings. The headings of this Agreement are for
convenience of reference only and are not part of the substance of this
Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer as of the date first
written above.

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
-------------------------------------
Robert B. Holland, III
Interim Chief Executive Officer
and General Counsel

HM4 TRITON, L.P.

By: HM Triton G.P., LLC
its General Partner

By: /s/ Daniel S. Dross
--------------------------------
Daniel S. Dross
Senior Vice President

[Signature Page - Stock Purchase Agreement]

<PAGE> 1

EXHIBIT 10.2

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of September
30, 1998, is entered into 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").

In consideration of the obligations of the Company and Purchaser under
the Stock Purchase Agreement (as hereinafter defined), the premises, mutual
covenants and agreements hereinafter contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions.

"8% Preference Shares" means the 8% Convertible Preference Shares of
the Company, par value $.01 per share.

"8% Preference Shares Authorization" means the unanimous written
consent of the Board authorizing the 8% Preference Shares.

"Advice" shall have the meaning provided in Section 2.5 hereof.

"Affiliate means, with respect to any Person, any Person who, directly
or indirectly, controls, is controlled by or is under common control with that
Person.

"Agreement" means this Shareholders Agreement, as such from time to
time may be amended.

"ARCO Shareholders Agreement" shall have the meaning provided in
Section 4.3(ii) hereof.

"Asset Acquisition" shall mean (i) an Investment by the Company or any
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company or shall be consolidated or merged
with the Company or any Subsidiary of the Company or (ii) the acquisition by
the Company or any Subsidiary of the Company of assets of any Person comprising
a division, line of business or substantial portion of the assets of such
Person.

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<PAGE> 2
"Asset Sale" shall mean any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Subsidiaries (excluding any Sale and Leaseback
Transaction or any pledge of assets or stock by the Company or any of its
Subsidiaries) to any Person other than the Company or a wholly owned Subsidiary
of the Company of (i) any Capital Stock of any Subsidiary of the Company or
(ii) any other property or assets of the Company or any Subsidiary of the
Company other than in the ordinary course of business.

"Board" means the board of directors of the Company.

"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York
City, New York or Dallas, Texas are not required to be opened.

"Class Directors" shall have the meaning provided in Section 4.1.8
hereof.

"Commodity Agreement" shall mean any commodity futures contract,
commodity option or other similar agreement or arrangement entered into by the
Company or any of its Subsidiaries designed to protect the Company or any of
its Subsidiaries against fluctuations in the price of commodities actually used
or bought or sold in the ordinary course of business of the Company and its
Subsidiaries.

"Common Stock" means the ordinary shares, $0.01 par value per share,
of the Company, and any shares or capital stock for or into which such Common
Stock hereafter is exchanged, converted, reclassified or recapitalized by the
Company or pursuant to an agreement to which the Company is a party.

"Common Stock Equivalents" means, without duplication with any other
Common Stock or Common Stock Equivalents, any rights, warrants, options,
convertible securities or indebtedness, exchangeable securities or
indebtedness, or other rights, exercisable for or convertible or exchangeable
into, directly or indirectly, Common Stock of the Company and securities
convertible or exchangeable into Common Stock of the Company, whether at the
time of issuance or upon the passage of time or the occurrence of some future
event.

"Company" shall have the meaning set forth in the introductory
paragraph hereof.

"Consolidated EBITDA" shall mean, with respect to any Person, for any
period, the sum (without duplication) of (i) Consolidated Net Income and (ii)
to the extent Consolidated Net Income has been reduced thereby, (A) all income
taxes of such Person and its Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary or
nonrecurring gains or losses), (B) Consolidated Interest Expense and (C)
Consolidated Non-Cash Charges, all as determined on a consolidated basis for
such Person and its Subsidiaries in conformity with GAAP.

-2-
<PAGE> 3
"Consolidated Interest Expense" shall mean, with respect to any Person
for any period, without duplication, the sum of (i) the interest expense of
such Person and its Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount, (b) the net cost under Interest Swap
Obligations (including any amortization of discounts), (c) the interest portion
of any deferred payment obligation, (d) all commissions, discounts and other
fees and charges owed with respect to letters of credit, bankers' acceptance
financing or similar facilities, and (e) all accrued interest and (ii) the
interest component of Capitalized Lease Obligations paid or accrued by such
Person and its Subsidiaries during such period as determined on a consolidated
basis in accordance with GAAP.

"Consolidated Net Income" of any Person shall mean, for any period,
the aggregate net income (or loss) of such Person and its Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided
that there shall be excluded therefrom, without duplication, (a) gains and
losses from Asset Sales or abandonments or reserves relating thereto and the
related tax effects, (b) items classified as extraordinary or nonrecurring
gains and losses, and the related tax effects according to GAAP, (c) the net
income (or loss) of any Person acquired in a pooling of interests transaction
accrued prior to the date it becomes a Subsidiary of such first referred to
Person or is merged or consolidated with it or any of its Subsidiaries, (d) the
net income of any Subsidiary to the extent that the declaration of dividends or
similar distributions by that Subsidiary of that income is restricted by
contract, operation of law or otherwise, (e) the net income of any Person,
other than a Subsidiary, except to the extent of the lesser of (x) dividends or
distributions paid to such first referred to Person or its Subsidiary by such
Person and (y) the net income of such Person (but in no event less than zero),
and the net loss of such Person shall be included only to the extent of the
aggregate Investment of the first referred to Person or a consolidated
Subsidiary of such Person and (f) any non-cash expenses attributable to grants
or exercises of employee stock options.

"Consolidated Non-Cash Charges" shall mean, with respect to any Person
for any period, the aggregate depreciation, amortization and other non-cash
expenses of such Person and its Subsidiaries (excluding any such charges
constituting an extraordinary or nonrecurring item) reducing Consolidated Net
Income of such Person and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

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<PAGE> 4
"Currency Agreement" shall mean any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any of its Subsidiaries against fluctuations in currency
values.

"Current Market Price" of Common Stock or any other class of stock or
other security of the Company or any other issuer for any day shall mean the
last reported sales price, regular way on such day, or, if no sale takes place
on such day, the average of the reported closing bid and asked prices on such
day, regular way, in either case as reported on the New York Stock Exchange
("NYSE") or, if such security is not listed or admitted for trading on the
NYSE, on the principal national securities exchange on which such security is
listed or admitted for trading or, if not listed or admitted for trading on any
national securities exchange, on The Nasdaq Stock Market or, if such security
is not quoted on The Nasdaq Stock Market, the average of the closing bid and
asked prices on such day in the over-the-counter market as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or, if bid and asked prices for such security on such day shall not
have been reported through NASDAQ, the average of the bid and asked prices on
such day as furnished by any NYSE member firm regularly making a market in such
security selected for such purpose by the Board or, if no such market is
regularly made, as determined by a majority of the Board based on advice of an
independent appraiser selected by a majority of the Board.

"Demand Registration" shall have the meaning set forth in Section
2.1.1 hereof.

"Demand Request" shall have the meaning set forth in Section 2.1.1.
hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

"Excluded Registration" means a registration under the Securities Act
of (i) securities registered on Form S-8 or any similar successor form and (ii)
securities registered to effect the acquisition of all or a substantial portion
of the securities of a Person or a substantial portion of its assets or a
merger or other combination with another Person.

"GAAP" shall mean United States generally accepted accounting
principles, applied on a consistent basis for the periods involved.

"Holder" shall mean Purchaser and shall include all direct or indirect
transferees of Purchaser who shall become a party to this Agreement, and each
subsequent transferee of any such Holder who shall become a party to or
otherwise agree to be bound by this Agreement. "Holders" shall mean each
Holder collectively. If at any time there is more than one Holder, except as
otherwise specifically set forth in this Agreement, any notices, designations,
consents, or similar actions to be taken by the Holder or Holders hereunder
shall be taken as provided in Section 4.4.

"Immediate Family" means the spouse of an individual and the
grandparents, parents, siblings and children (and children and spouses of any
of the foregoing) of the individual or his or her spouse. An adopted child
will be treated as the child of his or her adoptive parent or parents if (but
only if) he or she was adopted before he or she reached 21 years of age.

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<PAGE> 5
"Inspectors" shall have the meaning provided in Section 2.5(x) hereof.

"Indebtedness" shall mean with respect to any Person, without
duplication, any liability of such Person (i) for borrowed money, (ii)
evidenced by bonds, debentures, notes or other similar instruments, (iii)
constituting Capitalized Lease Obligations, (iv) incurred or assumed as the
deferred purchase price of property, or pursuant to conditional sale
obligations and title retention agreements (but excluding trade accounts
payable arising in the ordinary course of business), (v) for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) for Indebtedness of others guaranteed by such Person, (vii)
for Interest Swap Obligations, Commodity Agreements and Currency Agreements and
(viii) for Indebtedness of any other Person of the type referred to in clauses
(i) through (vii) which is secured by any Lien on any property or asset of such
first referred to Person, the amount of such Indebtedness being deemed to be
the lesser of the value of such property or asset or the amount of the
Indebtedness so secured. The amount of Indebtedness of any Person at any date
shall be (A) the outstanding principal amount of all unconditional obligations
described above, as such amount would be reflected on a balance sheet prepared
in accordance with GAAP, and (B) with respect to all contingent obligations
described above, the maximum liability as of such date of such Person for any
guarantees of Indebtedness for borrowed money of any other Person and the
amount required under GAAP to be accrued with respect to any other contingent
obligation.

"Interest Swap Obligations" shall mean the obligations of any Person
under any interest rate protection agreement, interest rate future, interest
rate option, interest rate swap, interest rate cap or other interest rate hedge
or arrangement.

"Investment" shall mean (i) any transfer or delivery of cash, stock or
other property of value in exchange for Indebtedness, stock or other security
or ownership interest in any Person by way of loan, advance, capital
contribution, guarantee or otherwise and (ii) an investment deemed to have been
made by the Company at the time any entity which was a Subsidiary of the
Company ceases to be such a Subsidiary in an amount equal to the value of the
loans and advances made, and any remaining ownership interest in, such entity
immediately following such entity ceasing to be a Subsidiary of the Company.
The amount of any non-cash Investment shall be the fair market value of such
Investment, as determined conclusively in good faith by management of the
Company unless the fair market value of such Investment exceeds $1,000,000, in
which case the fair market value shall be determined conclusively in good faith
by the Board of Directors at the time such Investment is made.

"Issue Date" shall have the meaning ascribed to such term under the 8%
Convertible Preference Shares Authorization.

"Junior Shares" has the meaning provided in the 8% Preference Shares
Authorization.

"Leverage Ratio" shall mean the ratio of (i) the aggregate outstanding
amount of Indebtedness of the Company and its Subsidiaries (including Permitted
Indebtedness) as of the date of calculation on a consolidated basis in
accordance with GAAP (subject to the terms described in

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<PAGE> 6
the next paragraph) plus (A) the aggregate liquidation preference on such date
of (1) all outstanding Preferred Stock of the Company's Subsidiaries (except
Preferred Stock issued to the Company or a wholly owned Subsidiary of the
Company and except Preferred Stock issued by Triton International Oil
Corporation in respect of costs to conduct petroleum operations pursuant to
Section 8.3 of the Shareholders Agreement with ARCO JDA Limited), (2) all
Senior Shares, (3) all Parity Liquidation Shares and (4) all other outstanding
shares of Preferred Stock of the Company the terms of which require, or permit
the holder thereof to require, the Company to redeem all or any portion thereof
at a future date, but in the case of clause (4), only with respect to the
present value of such amount as required to be redeemed or with respect to
which the holders thereof could require redemption, calculated at a discount
rate equal to the weighted average of the interest rates under the Credit
Agreements (or any Refinancing Indebtedness related thereto as from time to
time in effect) (excluding in each of cases (2), (3) and (4) such securities
issued to a wholly-owned Subsidiary of the Company) less (B) cash and the
current market value of marketable securities held by the Company and its
Subsidiaries to (ii) the Consolidated EBITDA of the Company for the four full
fiscal quarters (the "Four Quarter Period") ending on or as of the most recent
quarter end prior to the date of determination.

For purposes of this definition, the amount of Indebtedness which is
issued at a discount shall be deemed to be the accreted value of such
Indebtedness at the end of the Four Quarter Period, whether or not such amount
is the amount then reflected on a balance sheet prepared in accordance with
GAAP. In addition to the foregoing, for purposes of this definition,
"Consolidated EBITDA" shall be calculated on a pro forma basis after giving
effect to (i) the incurrence of the Indebtedness of such Person and its
Subsidiaries and the issuance of the Preferred Stock of such Person and its
Subsidiaries (and the application of the proceeds therefrom) giving rise to the
need to make such calculation and any incurrence (and the application of the
proceeds therefrom) or repayment of other Indebtedness, other than the
incurrence or repayment of Indebtedness pursuant to working capital facilities,
at any time subsequent to the beginning of the Four Quarter Period and on or
prior to the date of determination, as if such incurrence or issuance (and the
application of the proceeds thereof), or the repayment, as the case may be,
occurred on the first day of the Four Quarter Period, (ii) any Asset Sales or
Asset Acquisitions (including without limitation any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of
its Subsidiaries (including any Person that becomes a Subsidiary as a result of
such Asset Acquisition) incurring, assuming or otherwise becoming liable for
Indebtedness or issuing Preferred Stock) at any time on or subsequent to the
first day of the Four Quarter Period and on or prior to the date of
determination, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Indebtedness and the issuance
of such Preferred Stock and also including any Consolidated EBITDA associated
with such Asset Acquisition) occurred on the first day of the Four Quarter
Period and (iii) cost savings resulting from employee terminations, facilities
consolidations and closings, standardization of employee benefits and
compensation practices, consolidation of property, casualty and other insurance
coverage and policies, standardization of sales representation commissions and
other contract rates, and reductions in taxes other than income taxes
(collectively "Cost Savings Measures"), which cost savings the Company
reasonably believes in good faith would have been achieved during the Four
Quarter Period as a result of such Asset Acquisitions (regardless of whether
such cost savings could then be reflected in pro forma financial statements
under GAAP, Regulation

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<PAGE> 7
S-X promulgated by the Commission or any other regulation or policy of the
Commission), provided that both (A) such cost savings and Cost Savings Measures
were identified and such cost savings were quantified in an officer's
certificate delivered to the Board of Directors (with a copy delivered to
Purchaser) at the time of the consummation of the Asset Acquisition and such
officer's certificate states that such officer believes in good faith that
actions will be commenced or initiated within 90 days of such Asset Acquisition
to effect such Cost Savings Measures and (B) with respect to each Asset
Acquisition completed prior to the 90th day preceding such date of
determination, actions were commenced or initiated by the Company within 90
days of such Asset Acquisition to effect the Cost Savings Measures identified
in such officer's certificate (regardless, however, of whether the
corresponding cost savings have been achieved).

"Majority Interest" shall have the meaning provided in Section 4.4
hereof.

"Material Adverse Effect" shall have the meaning provided in Section
2.1.5 hereof.

"NASD" shall have the meaning provided in Section 2.5(xiv) hereof.

"Original Number" shall have the meaning provided in Section 4.1.6
hereof.

"Parity Shares" has the meaning provided in the 8% Preference Shares
Authorization.

"Parity Dividend Shares" has the meaning provided in the 8% Preference
Shares Authorization.

"Parity Liquidation Shares" has the meaning provided in the 8%
Preference Shares Authorization.

"Permitted Indebtedness" shall mean, without duplication, (i)
Indebtedness outstanding on the First Closing Date, other than Indebtedness
under the Credit Facilities; (ii) Indebtedness of the Company or a Subsidiary
incurred pursuant to the Credit Agreements in an aggregate principal amount at
any time outstanding not to exceed $135 million; (iii) Interest Swap
Obligations; provided that such Interest Swap Obligations are entered into to
protect the Company from fluctuations in interest rates of its Indebtedness;
(iv) obligations under Commodity Agreements and Currency Agreements, provided
that such Commodity Agreements and Currency Agreements are entered into to
protect the Company from fluctuations in commodity prices and currency values,
respectively; (v) Refinancing Indebtedness; (vi) Indebtedness owed by the
Company to any wholly owned Subsidiary of the Company or by any Subsidiary of
the Company to the Company or any wholly owned Subsidiary of the Company; (vii)
Indebtedness in respect of performance bonds, letters of credit, bankers'
acceptances and surety or appeal bonds provided by the Company or any of its
Subsidiaries to their customers in the ordinary course of their business;
(viii) Indebtedness required to be incurred pursuant to the Shareholders'
Agreement between Triton International Oil Corporation and ARCO JDA Limited;
and (ix) Indebtedness represented by Capitalized Lease Obligations, mortgage
financings or purchase money obligations, in each case incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property

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<PAGE> 8
used in a related business or incurred to refinance any such purchase price or
cost of construction or improvement, in each case incurred no later than 365
days after the date of such acquisition or the date of completion of such
construction or improvement; provided, however, that the principal amount of
any Indebtedness incurred pursuant to this clause (ix) shall not exceed
$10,000,000 at any time outstanding.

"Permitted Transfer" means any Transfer (a) with respect to a Holder
who is an individual, to a member of the Immediate Family of the Holder or a
trust whose sole beneficiaries are the Holder and/or members of the Immediate
Family of the Holder, (b) with respect to a Holder that is a corporation,
partnership or other entity (other than a trust), to an owner of at least 10%
of the equity interest in the corporation, partnership or other legal entity or
to a general partner of any partnership, (c) with respect to a Holder that is a
trust, to any beneficiary of the trust or any member of the Immediate Family of
a beneficiary of the trust, (d) to any Affiliate of a Holder, (e) pursuant to a
pledge to secure indebtedness provided that the pledgee agrees in writing that
the Registrable Shares subject to such Transfer shall be subject to the terms
hereof, (f) to any charitable trust, foundation or other charitable or
non-profit organization or entity, (g) to a Holder pursuant to the provisions
of Section 3.3, (h) pursuant to a merger, consolidation, share exchange, scheme
of arrangement or other similar transaction by the Company or pursuant to an
agreement to which the Company is a party, (i) by a Holder in response to a
tender or exchange offer for all of the outstanding Common Stock of the Company
and (j) by a Holder pursuant to a public offering registered under the
Securities Act or pursuant to Rule 144 promulgated under the Securities Act;
provided that, in each of case (a) through (f), the transferee agrees to be
bound by the terms and provisions of this Agreement.

"Person" or "person" shall mean any individual, firm, partnership,
company or other entity, and shall include any successor (by merger or
otherwise) of such entity.

"Preferred Stock" of any Person shall mean any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

"Records" shall have the meaning provided in Section 2.4(x) hereof.

"Refinancing Indebtedness" shall mean any refinancing by the Company
of Indebtedness of the Company or any of its Subsidiaries that does not (i)
result in an increase in the aggregate principal amount of Indebtedness (such
principal amount to include, for purposes of this definition, any premiums,
penalties or accrued interest paid with the proceeds of the Refinancing
Indebtedness) of such Person or (ii) create Indebtedness with (a) a Weighted
Average Life to Maturity that is less than the Weighted Average Life to
Maturity of the Indebtedness being refinanced or (b) a final maturity earlier
than the final maturity of the Indebtedness being refinanced.

"Registrable Shares" means at any time the 8% Preference Shares of the
Company and Common Stock owned by the Holder or Holders, whether owned on the
date hereof or acquired hereafter, including upon the conversion of 8%
Preference Shares by the Holder thereof or otherwise; provided, however, that
Registrable Shares shall not include any shares (x) the sale of which has been
registered pursuant to the Securities Act and which shares have been sold
pursuant to such

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<PAGE> 9
registration, or (y) which have been sold to the public pursuant to Rule 144
promulgated under the Securities Act.

"Registration Expenses" shall have the meaning provided in Section 2.7
hereof.

"Replacement Shelf Registration Statement" shall have the meaning
provided in Section 2.2.3 hereof.

"Requesting Holder" shall have the meaning provided in Section
2.1.1(a) hereof.

"Required Filing Date" shall have the meaning provided in Section
2.1.1(b) hereof.

"Sale and Leaseback Transaction" shall mean any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Subsidiary of any property, whether owned
by the Company or any Subsidiary at the Issue Date or later acquired, which has
been or is to be sold or transferred by the Company or such Subsidiary to such
Person or to any other Person from whom funds have been or are to be advanced
by such Person on the security of such property.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

"Seller Affiliates" shall have the meaning provided in Section 2.8.1
hereof.

"Senior Shares" shall have the meaning provided in the 8% Convertible
Preference Shares Authorization.

"Stock Purchase Agreement" shall mean the Stock Purchase Agreement
dated August 31, 1998, between the Company and Purchaser.

"Subsidiary" of any Person means (i) a corporation a majority of whose
outstanding shares of capital stock or other equity interests with voting
power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person, and
(ii) any other Person (other than a corporation) in which such Person, a
subsidiary of such Person or such Person and one or more subsidiaries of such
Person, directly or indirectly, at the date of determination thereof, has (x)
at least a majority ownership interest or (y) the power to elect or direct the
election of the directors or other governing body of such Person. For purposes
hereof, Triton International Oil Corporation shall be deemed a Subsidiary of
the Company.

"Suspension Notice" shall have the meaning provided in Section 2.6
hereof.

"Third-Party Sale" means any Transfer other than a Permitted
Transfer.

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"TIOC" shall have the meaning provided in Section 4.3(ii) hereof.

"Trading Day" shall mean any day on which the securities in question
are traded on the NYSE, or if such securities are not listed or admitted for
trading on the NYSE, on the principal national securities exchange on which
such securities are listed or admitted, or if not listed or admitted for
trading on any national securities exchange, on The Nasdaq Stock Market, or if
such securities are not quoted on The Nasdaq Stock Market, in the applicable
securities market in which the securities are traded.

"Transfer" means any direct or indirect sale, transfer, pledge or
other disposition of Registrable Shares.

"Weighted Average Life to Maturity" shall mean, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

Section 1.2 Rules of Construction. Unless the context otherwise
requires:

(1) a term has the meaning assigned to it;

(2) "or" is not exclusive;

(3) words in the singular include the plural, and words
in the plural include the singular;

(4) provisions apply to successive events and
transactions; and

(5) "herein," "thereof" and other words of similar import
refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

ARTICLE 2

REGISTRATION RIGHTS

Section 2.1 Demand Registration.

2.1.1 Request for Registration.

(a) At any time after September 30, 1999, one or more
Holders may request the Company, in writing (a "Demand Request"), to
effect the registration under the Securities Act of all or part of its
or their Registrable Shares (a "Demand Registration"); provided that
the Registrable Shares proposed to be sold by the Holders requesting a
Demand Registration

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<PAGE> 11
(the "Requesting Holders," which term shall include parties deemed
"Requesting Holders" pursuant to Section 2.1.5 hereof) represent, in
the aggregate, more than 20% of the total number of Registrable Shares
held by all Holders (a "Registrable Amount").

(b) Each Demand Request shall specify the number of
Registrable Shares proposed to be sold (which shall represent, in the
aggregate, more than 20% of the total number of Registrable Shares
held by all Holders) and the intended method of disposition thereof.
Subject to Section 2.1.6, the Company shall file the Demand
Registration within 45 days after receiving a Demand Request (the
"Required Filing Date") and shall use all commercially reasonable
efforts to cause the same to be declared effective by the SEC as
promptly as practicable after such filing; provided, that the Company
need effect only five Demand Registrations; provided, further, that if
any Registrable Shares requested to be registered pursuant to a Demand
Request under this Section 2.1 are excluded from a registration
pursuant to Section 2.1.4 below, the Holders shall have the right,
with respect to each such exclusion, to one additional Demand
Registration under this Section 2.1 with respect to such excluded
Registrable Shares; and provided, further, that the Company shall not
be obligated to file a registration statement relating to a
registration request under this Section 2.1 more frequently than once
in any nine month period or within a period of six months after the
effective date of any other registration statement of the Company
other than an Excluded Registration or any registration statement
filed at the request or on behalf of, or for the benefit of, another
securityholder of the Company (other than pursuant to this Section
2.1) in which Holders were not entitled to include all Registrable
Shares requested to be included therein.

2.1.2 Effective Registration and Expenses. A registration will not
count as a Demand Registration until it has become effective (unless (i) (A)
the Requesting Holders shall have made a written request for a registration
which is subsequently withdrawn by the Requesting Holders with respect to a
number of Registrable Securities such that the number of Registrable Securities
requested to be included in such registration statement is less than a
Registrable Amount after the Company has filed a registration statement with
the SEC in connection therewith, (B) the Company has performed its obligations
hereunder in all material respects and (C) there has not been any event, change
or effect which, individually or in the aggregate, has had or would be
reasonably likely to have a material adverse effect on the business,
operations, prospects, assets, condition (financial or otherwise) or results of
operations of the Company, or (ii) such registration statement is not declared
effective solely as a result of the failure of the Requesting Holders to take
all actions reasonably required in order to have the registration and the
related registration statement declared effective by the SEC, in which case
such demand will count as a Demand Registration unless the Requesting Holders
pay all Registration Expenses, as hereinafter defined, in connection with such
withdrawn registration); provided, that if, after it has become effective, an
offering of Registrable Shares pursuant to a registration is interfered with by
any stop order, injunction, or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected and will not count as a Demand Registration, unless such order,
injunction or requirement shall have been imposed solely as a result of the
actions of the Requesting Holders or the failure of the Requesting Holders to
take all actions reasonably required in order to prevent such imposition, in
which case such registration shall be counted as a Demand Registration without
regard

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to whether it is so interfered with. Subject to the following sentence, in
the event that a Demand Request is made by a Holder that is subsequently
withdrawn by that Holder, all Registration Expenses incurred in connection
therewith shall be borne by that Holder and such withdrawn Demand Request shall
not be counted as a Demand Registration in determining the number of Demand
Registrations to which the Holders are entitled pursuant to Section 2.1.1(b).
In the event that a Demand Request is made by a Holder that is subsequently
withdrawn by that Holder, all Registration Expenses shall be borne by the
Company if (i) the Company has not performed its obligations hereunder in all
material respects or (ii) there has been any event, change or effect which,
individually or in the aggregate, has had or would be reasonably likely to have
a material adverse effect on the business, operations, prospects, assets,
condition (financial or otherwise) or results of operations of the Company; and
in such case a withdrawn Demand Request shall not be counted as a Demand
Registration in determining the number of Demand Registrations to which the
Holders are entitled pursuant to Section 2.1.1(b).

2.1.3 Selection of Underwriters. If requested by the Requesting
Holders, the offering of Registrable Shares pursuant to a Demand Registration
shall be in the form of a "firm commitment" underwritten offering. The
Requesting Holders of a majority of the Registrable Shares to be registered in
a Demand Registration shall determine whether the offering shall be in the form
of a firm commitment underwriting and, if so, shall select the investment
banking firm or firms to manage the underwritten offering; provided that such
selection shall be subject to the consent of the Company, which consent shall
not be unreasonably withheld.

2.1.4 Priority on Demand Registrations. No securities to be sold
for the account of any Person (including the Company) other than a Requesting
Holder shall be included in a Demand Registration if the managing underwriter
or underwriters shall advise the Requesting Holders in writing that the
inclusion of such securities will materially and adversely affect the price or
success of the offering (a "Material Adverse Effect"). Furthermore, in the
event the managing underwriter or underwriters shall advise the Requesting
Holders that even after exclusion of all securities of other Persons pursuant
to the immediately preceding sentence, the amount of Registrable Shares
proposed to be included in such Demand Registration by Requesting Holders is
sufficiently large to cause a Material Adverse Effect, the Registrable Shares
of the Requesting Holders to be included in such Demand Registration shall
equal the number of shares which the Requesting Holders are so advised can be
sold in such offering without a Material Adverse Effect and such shares shall
be allocated pro rata among the Requesting Holders on the basis of the number
of Registrable Shares held by the Requesting Holders.

2.1.5 Rights of Nonrequesting Holders. Upon receipt of any Demand
Request, the Company shall promptly (but in any event within 10 days) give
written notice of such proposed Demand Registration to all other Holders, who
shall have the right, exercisable by written notice to the Company within 15
days of their receipt of the Company's notice, to elect to include in such
Demand Registration such portion of their Registrable Securities as they may
request. All Holders requesting to have their Registrable Shares included in a
Demand Registration in accordance with the preceding sentence shall be deemed
to be "Requesting Holders" for purposes of this Section 2.1.

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2.1.6 Deferral of Filing. The Company may defer the filing (but not
the preparation) of a registration statement required by Section 2.1 until a
date not later than 180 days after the Required Filing Date (or, if longer, 180
days after the effective date of the registration statement contemplated by
clause (ii) below) if (i) at the time the Company receives the Demand Request,
the Company or any of its Subsidiaries are engaged in confidential negotiations
or other confidential business activities, disclosure of which would be
required in such registration statement (but would not be required if such
registration statement were not filed), and the Board of the Company determines
in good faith that such disclosure would be materially detrimental to the
Company and its shareholders or would have a material adverse effect on any
such confidential negotiations or other confidential business activities, or
(ii) prior to receiving the Demand Request, the Board had determined to effect
a registered underwritten public offering of the Company's securities for the
Company's account and the Company had taken substantial steps (including, but
not limited to, selecting a managing underwriter for such offering) and is
proceeding with reasonable diligence to effect such offering. A deferral of
the filing of a registration statement pursuant to this Section 2.1.6 shall be
lifted, and the requested registration statement shall be filed forthwith, if,
in the case of a deferral pursuant to clause (i) of the preceding sentence, the
negotiations or other activities are disclosed by the Company or terminated,
or, in the case of a deferral pursuant to clause (ii) of the preceding
sentence, the proposed registration for the Company's account is abandoned. In
order to defer the filing of a registration statement pursuant to this Section
2.1.6, the Company shall promptly (but in any event within 10 days), upon
determining to seek such deferral, deliver to each Requesting Holder a
certificate signed by an executive officer of the Company stating that the
Company is deferring such filing pursuant to this Section 2.1.6 and, subject to
applicable confidentiality agreements, a general statement of the reason for
such deferral and an approximation of the anticipated delay. Within 20 days
after receiving such certificate, the holders of a majority of the Registrable
Shares held by the Requesting Holders and for which registration was previously
requested may withdraw such Demand Request by giving notice to the Company; if
withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement. The Company may defer the filing of a particular
registration statement pursuant to this Section 2.1.6 only once.

Section 2.2 Piggyback Registrations.

2.2.1 Right to Piggyback. Each time the Company proposes to
register any of its equity securities (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the
account of the Company or the account of any securityholder of the Company and
including any registration statement pursuant to Rule 415 under the Securities
Act (such as a "universal shelf" registration statement), including the
Replacement Shelf Registration Statement) or proposes to make such an offering
of equity securities pursuant to a previously filed registration statement
pursuant to Rule 415 under the Securities Act and the form of registration
statement to be used permits the registration of Registrable Shares, the
Company shall give prompt written notice to each Holder of Registrable Shares
(which notice shall be given not less than 30 days prior to the effective date
of the Company's registration statement), which notice shall offer each such
Holder the opportunity to include any or all of its or his Registrable Shares
in such registration statement, subject to the limitations contained in Section
2.2.2 hereof. Each Holder who desires to have its or his Registrable Shares
included in such registration statement shall so advise the Company in writing
(stating the number of shares desired to be registered and the intended method
of disposition) within

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<PAGE> 14
20 days after the date of such notice from the Company. Any Holder shall have
the right to withdraw such Holder's request for inclusion of such Holder's
Registrable Shares in any registration statement pursuant to this Section 2.2.1
by giving written notice to the Company of such withdrawal. Subject to Section
2.2.2 below, the Company shall use all commercially reasonable efforts to
include in such registration statement all such Registrable Shares so requested
to be included therein; provided, however, that the Company may at any time
withdraw or cease proceeding with any such registration if it shall at the same
time withdraw or cease proceeding with the registration of all other equity
securities originally proposed to be registered.

2.2.2 Priority on Registrations. If the Registrable Shares
requested to be included in the registration statement by any Holder differ
from the type of securities proposed to be registered by the Company and the
managing underwriter advises the Company that due to such differences the
inclusion of such Registrable Shares would cause a Material Adverse Effect,
then (i) the number of such Holder's or Holders' Registrable Shares to be
included in the registration statement shall be reduced to an amount which, in
the opinion of the managing underwriter, would eliminate such Material Adverse
Effect or (ii) if no such reduction would, in the opinion of the managing
underwriter, eliminate such Material Adverse Effect, then the Company shall
have the right to exclude all such Registrable Shares from such registration
statement provided no other securities of such type are included and offered
for the account of any other Person in such registration statement. Any
partial reduction in number of Registrable Shares to be included in the
registration statement pursuant to clause (i) of the immediately preceding
sentence shall be effected pro rata based on the ratio which such Holder's
requested shares bears to the total number of shares requested to be included
in such registration statement by all Persons other than the Company who have
requested that their shares be included in such registration statement. If the
Registrable Shares requested to be included in the registration statement are
of the same type as the securities being registered by the Company and the
managing underwriter advises the Company in writing that the inclusion of such
Registrable Shares would cause a Material Adverse Effect, the Company will be
obligated to include in such registration statement, as to each Holder, only a
portion of the shares such Holder has requested be registered equal to the
ratio which such Holder's requested shares bears to the total number of shares
requested to be included in such registration statement by all Persons who have
requested that their shares be included in such registration statement. If the
Company initiated the registration, then the Company may include all of its
securities in such registration statement before any of such Holder's requested
shares are included. If another securityholder initiated the registration,
then the Company may not include any of its securities in such registration
statement unless all Registrable Shares requested to be included in the
registration statement by all Holders are included in such registration
statement. If as a result of the provisions of this Section 2.2.2 any Holder
shall not be entitled to include all Registrable Securities in a registration
that such Holder has requested to be so included, such Holder may withdraw such
Holder's request to include Registrable Shares in such registration statement
prior to its effectiveness. No Holder may participate in any registration
statement hereunder unless such Person (x) agrees to sell such Person's
Registrable Shares on the basis provided in any underwriting arrangements
approved by the Company and (y) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements, and other documents
reasonably required under the terms of such underwriting arrangements;
provided, however, that no such Person shall be required to make any
representations or warranties in connection with any such registration other
than representations and warranties as to (i) such

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<PAGE> 15
Person's ownership of his or its Registrable Shares to be sold or transferred
free and clear of all liens, claims, and encumbrances, (ii) such Person's power
and authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws and other applicable laws and governmental
rules and regulations, if any, as may be reasonably requested; provided
further, however, that the obligation of such Person to indemnify pursuant to
any such underwriting arrangements shall be several, not joint and several,
among such Persons selling securities, and the liability of each such Person
will be in proportion to, and provided further that such liability will be
limited to, the net amount received by such Person from the sale of his or its
Registrable Shares pursuant to such registration.

Section 2.3 Shelf Registration.

2.3.1 Replacement Shelf Registration. Upon the written request of
Purchaser at any time after the Second Closing Date, the Company promptly shall
prepare and file with the SEC a universal shelf registration statement pursuant
to Rule 415 under the Securities Act to supersede and replace the Company's
existing universal shelf registration statement (registration no. 333-11703)
currently effective under the Securities Act and shall include therein such
Registrable Shares as Holder shall request (but in no event less than a
Registrable Amount) (the "Replacement Shelf Registration Statement"). The
Company shall use all commercially reasonable efforts to cause such Replacement
Shelf Registration Statement to become effective under the Securities Act, and
at any time after the effectiveness thereof when the Company elects to effect
an offering of securities pursuant to the Replacement Shelf Registration
Statement, Holder shall be entitled to exercise its rights under Section 2.1
(subject to the first sentence of Section 2.1.1 with respect to any demand for
any offering to be made pursuant thereto) and Section 2.2.1 with respect to
such offering.

2.3.2 Use of Shelf Registration. At any time that Holder requests a
Demand Registration pursuant to Section 2.1 or to include Registrable Shares in
a registration statement pursuant to Section 2.2, in each case with respect to
the Replacement Shelf Registration Statement or any other "shelf" registration
statement, the provisions of Sections 2.1 and 2.2, including references in such
Sections to "file," "register" or "included in," as relating to the rights of
the Holders to request to include Registrable Shares in a registration
statement to be filed with the SEC shall be construed as referring to a request
to have Registrable Shares included in such registration statement pursuant to
Section 2.2 in the case of the initial filing of such registration statement or
to a request to include Registrable Shares in an offering to be effected
pursuant to such registration statement pursuant to Section 2.1 or 2.2, as
applicable, in the case of an offering to be effected pursuant to a
registration statement that previously has been declared effective under the
Securities Act.

Section 2.4 Holdback Agreement. Unless the managing underwriter
otherwise agrees, each of the Company and the Holders agrees, and the Company
agrees, in connection with any underwritten registration, to use its reasonable
efforts to cause its Affiliates to agree, not to effect any public sale or
private offer or distribution of any Common Stock or Common Stock Equivalents
during the ten business days prior to the effectiveness under the Securities
Act or pricing of any underwritten offering pursuant to a registration
statement in which Registrable Securities are included and during such time
period after the effectiveness under the Securities Act of any underwritten
registration or pricing of underwritten securities (not to exceed 90 days)
(except, if

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<PAGE> 16
applicable, as part of such underwritten registration) as the Company and the
managing underwriter may agree.

Section 2.5 Registration Procedures. Whenever any Holder has
requested that any Registrable Shares be registered pursuant to this Agreement,
the Company will use its commercially reasonable efforts to effect the
registration and the sale of such Registrable Shares in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will
as expeditiously as reasonably possible:

(i) prepare and file with the SEC a registration statement on any
appropriate form under the Securities Act with respect to such Registrable
Shares and use all commercially reasonable efforts to cause such registration
statement to become effective;

(ii) prepare and file with the SEC such amendments, post-effective
amendments, and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 120 days (or such lesser
period as is necessary for the underwriters in an underwritten offering to sell
unsold allotments) and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;

(iii) furnish to each seller of Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus), any documents incorporated by reference therein and such other
documents as such seller or underwriters may reasonably request in order to
facilitate the disposition of the Registrable Shares owned by such seller or
the sale of such securities by such underwriters (it being understood that,
subject to Section 2.6 and the requirements of the Securities Act and
applicable state securities laws, the Company consents to the use of the
prospectus and any amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the Registrable Shares
covered by the registration statement of which such prospectus, amendment or
supplement is a part);

(iv) use all commercially reasonable efforts to register or qualify
such Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the managing underwriter reasonably requests; use all
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period in which such registration
statement is required to be kept effective; and do any and all other acts and
things which may be reasonably necessary or advisable to enable each seller to
consummate the disposition of the Registrable Shares owned by such seller in
such jurisdictions (provided, however, that the Company will not be required to
(A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (B) consent to
general service of process in any such jurisdiction);

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<PAGE> 17
(v) promptly notify each seller and each underwriter and (if
requested by any such Person) confirm such notice in writing (A) when a
prospectus or any prospectus supplement or post-effective amendment has been
filed and, with respect to a registration statement or any post-effective
amendment, when the same has become effective, (B) of the issuance by any state
securities or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable Shares
under state securities or "blue sky" laws or the initiation of any proceedings
for that purpose, and (C) of the happening of any event which makes any
statement made in a registration statement or related prospectus untrue in any
material respect or which requires the making of any changes in such
registration statement, prospectus or documents so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and, as promptly as practicable thereafter, prepare and file with
the SEC and furnish a supplement or amendment to such prospectus so that, as
thereafter deliverable to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material fact or omit a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(vi) make generally available to the Company's securityholders an
earnings statement satisfying the provisions of Section 11(a) of the Securities
Act no later than 30 days after the end of the 12-month period beginning with
the first day of the Company's first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall
cover said 12-month period, and which requirement will be deemed to be
satisfied if the Company timely files complete and accurate information on
Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with
Rule 158 under the Securities Act;

(vii) if requested by the managing underwriter or reasonably
requested by any seller promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or any
seller reasonably requests to be included therein, including, without
limitation, with respect to the Registrable Shares being sold by such seller,
the purchase price being paid therefor by the underwriters and with respect to
any other terms of the underwritten offering of the Registrable Shares to be
sold in such offering, and promptly make all required filings of such
prospectus supplement or post-effective amendment;

(viii) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into a registration statement (in
the form in which it was incorporated), deliver a copy of each such document to
each seller;

(ix) cooperate with the sellers and the managing underwriter to
facilitate the timely preparation and delivery of certificates (which shall not
bear any restrictive legends unless required under applicable law) representing
securities sold under any registration statement, and enable such securities to
be in such denominations and registered in such names as the managing
underwriter or such sellers may request and keep available and make available
to the Company's transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;

(x) promptly make available for inspection by any seller, any
underwriter participating in any disposition pursuant to any registration
statement, and any attorney, accountant or other agent

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<PAGE> 18
or representative retained by any such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records"), as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information requested by any such Inspector in connection with such
registration statement; provided, that, unless the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in the registration
statement or the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, the Company shall not be
required to provide any information under this subparagraph (x) if (A) the
Company believes, after consultation with counsel for the Company, that to do
so would cause the Company to forfeit an attorney-client privilege that was
applicable to such information or (B) if either (1) the Company has requested
and been granted from the SEC confidential treatment of such information
contained in any filing with the SEC or documents provided supplementally or
otherwise or (2) the Company reasonably determines in good faith that such
Records are confidential and so notifies the Inspectors in writing unless prior
to furnishing any such information with respect to (A) or (B) such Holder of
Registrable Securities requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary
exceptions; and provided, further that each Holder of Registrable Securities
agrees that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Company and allow the
Company at its expense, to undertake appropriate action and to prevent
disclosure of the Records deemed confidential;

(xi) furnish to each seller and underwriter a signed counterpart of
(A) an opinion or opinions of counsel to the Company, and (B) a comfort letter
or comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the sellers or managing
underwriter reasonably requests;

(xii) use all commercially reasonable efforts to cause the
Registrable Shares included in any registration statement to be (A) listed on
each securities exchange, if any, on which securities of the same type issued
by the Company are then listed, or (B) authorized to be quoted and/or listed
(to the extent applicable) on the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") or The New York Stock Exchange if the
Registrable Shares so qualify and securities of the same type issued by the
Company are so listed or quoted;

(xiii) provide a CUSIP number for the Registrable Shares included in
any registration statement not later than the effective date of such
registration statement;

(xiv) cooperate with each seller and each underwriter participating
in the disposition of such Registrable Shares and their respective counsel in
all reasonable respects in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. ("NASD");

(xv) during the period when the prospectus is required to be
delivered under the Securities Act, file within the required time periods all
documents required to be filed with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act;

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<PAGE> 19
(xvi) notify each seller of Registrable Shares promptly of any
request by the SEC for the amending or supplementing of such registration
statement or prospectus or for additional information;

(xvii) prepare and file with the SEC promptly any amendments or
supplements to such registration statement or prospectus which, in the opinion
of counsel for the Company or the managing underwriter, is required in
connection with the distribution of the Registrable Shares;

(xviii) enter into such agreements (including underwriting agreements
in the managing underwriter's customary form) as are customary in connection
with an underwritten registration; and

(xix) advise each seller of such Registrable Shares, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the SEC suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for such purpose
and promptly use all commercially reasonable efforts to prevent the issuance of
any stop order or to obtain its withdrawal at the earliest possible moment if
such stop order should be issued.

Section 2.6 Suspension of Dispositions. Each Holder agrees by
acquisition of any Registrable Shares that, upon receipt of any notice (a
"Suspension Notice") from the Company of the happening of any event of the kind
described in Section 2.5(v)(C), such Holder will forthwith discontinue
disposition of Registrable Shares until such Holder's receipt of the copies of
the supplemented or amended prospectus, or until it is advised in writing (the
"Advice") by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so directed by the
Company, such Holder will deliver to the Company all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Shares current at the time of receipt of such notice.
In the event the Company shall give any such notice, the time period regarding
the effectiveness of registration statements set forth in Section 2.4(ii)
hereof shall be extended by the number of days during the period from and
including the date of the giving of the Suspension Notice to and including the
date when each seller of Registrable Shares covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus or the Advice. The Company shall use its commercially reasonable
efforts and take such actions as are reasonably necessary to render the Advice
as promptly as practicable.

Section 2.7 Registration Expenses. All expenses incident to the
Company's performance of or compliance with this Article 2 including without
limitation, (i) all registration and filing fees, (ii) all fees and expenses
associated with filings required to be made with the NASD (including, if
applicable, the fees and expenses of any "qualified independent underwriter" as
such term is defined in Schedule E of the By-Laws of the NASD, and of its
counsel), as may be required by the rules and regulations of the NASD, (iii)
fees and expenses of compliance with securities or "blue sky" laws (including
reasonable fees and disbursements of counsel in connection with "blue sky"
qualifications of the Registrable Shares), (iv) rating agency fees, (v)
printing expenses (including expenses of printing certificates for the
Registrable Shares in a form eligible for deposit with Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by a
holder of Registrable Shares), (vi) messenger and delivery expenses, (vii) the
Company's internal expenses

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(including without limitation all salaries and expenses of its officers and
employees performing legal or accounting duties), (viii) the fees and expenses
incurred in connection with any listing of the Registrable Shares, (ix) fees
and expenses of counsel for the Company and its independent certified public
accountants (including the expenses of any special audit or "cold comfort"
letters required by or incident to such performance), (x) securities acts
liability insurance (if the Company elects to obtain such insurance), (xi) the
fees and expenses of any special experts retained by the Company in connection
with such registration, and (xii) the fees and expenses of other persons
retained by the Company, subject to Section 2.1.2., will be borne by the
Company, whether or not any registration statement becomes effective; provided
that in no event shall Registration Expenses include any underwriting discounts
or commissions or transfer taxes or the fees and expenses of counsel for the
Holders.

Section 2.8 Indemnification.

2.8.1 The Company agrees to indemnify and reimburse, to the fullest
extent permitted by law, each seller of Registrable Shares, and each of its
employees, advisors, agents, representatives, partners, members, officers, and
directors and each Person who controls such seller (within the meaning of the
Securities Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by Section
2.8.3) based upon, arising out of or resulting from any untrue or alleged
untrue statement of a material fact contained in any registration statement,
prospectus, or preliminary prospectus relating to the offer and sale of
Registrable Shares or any amendment thereof or supplement thereto, or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, (B) against any and
all loss, liability, claim, damage, and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement (effected with the Company's
consent) of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of or resulting from any such untrue statement or omission or
alleged untrue statement or omission, and (C) against any and all costs and
expenses (including reasonable fees and disbursements of counsel) as may be
reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of or
resulting from any such untrue statement or omission or alleged untrue
statement or omission, to the extent that any such expense or cost is not paid
under subparagraph (A) or (B) above; except insofar as the same are made in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of such seller or any Seller Affiliate specifically for
inclusion in the registration statement or arise from such seller's or any
Seller Affiliate's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such seller or Seller Affiliate with a sufficient number of copies of
the same. The reimbursements required by this Section 2.8.1 will be made by
periodic payments during the course of the investigation or defense, as and
when bills are received or expenses incurred.

2.8.2 In connection with any registration statement in which a
seller of Registrable Shares is participating, each such seller will furnish to
the Company in writing such information and

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affidavits as the Company reasonably requests for use in connection with any
such registration statement or prospectus and, to the fullest extent permitted
by law, each such seller will indemnify and reimburse the Company and its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act or the Exchange Act) against any and all losses,
claims, damages, liabilities, and expenses (including, without limitation,
reasonable attorneys' fees and disbursements except as limited by Section
2.8.3) based upon, arising out of or resulting from any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus, or any preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with any information or affidavit so furnished in writing by such
seller or any of its Seller Affiliates specifically for inclusion in the
registration statement; provided that the obligation to indemnify will be
several, not joint and several, among such sellers of Registrable Shares, and
the liability of each such seller of Registrable Shares will be in proportion
to, and provided further that such liability will be limited to, the net amount
received by such seller from the sale of Registrable Shares pursuant to such
registration statement; provided, however, that such seller of Registrable
Shares shall not be liable in any such case to the extent that prior to the
filing of any such registration statement or prospectus or amendment thereof or
supplement thereto, such seller has furnished in writing to the Company
information expressly for use in such registration statement or prospectus or
any amendment thereof or supplement thereto which corrected or made not
misleading information previously furnished to the Company.

2.8.3 Any Person entitled to indemnification hereunder will (A) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give such notice
shall not limit the rights of such Person except to the extent that the
indemnifying party is materially prejudiced thereby) and (B) unless such
indemnified party has been advised by counsel that a conflict of interest
between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party; provided,
however, that any person entitled to indemnification hereunder shall have the
right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of
such person unless (i) the indemnifying party has agreed to pay such fees or
expenses, (ii) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person, (iii)
the named parties to any such action or proceeding (including any impleaded
parties) include both such indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel in writing that there
is a conflict of interest on the part of counsel employed by the indemnifying
party to represent such indemnified party, or (iv) the indemnified party's
counsel shall have advised the indemnified party that there are defenses
available to the indemnified party that are different from or in addition to
those available to the indemnifying party and that the indemnifying party is
not able to assert on behalf of or in the name of the indemnified party (in
which case of either (iii) or (iv), if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of such
indemnified party but shall have the right to participate

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<PAGE> 22
through its own counsel). If such defense is not assumed by the indemnifying
party as permitted hereunder, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld). If such defense is
assumed by the indemnifying party pursuant to the provisions hereof, such
indemnifying party shall not settle or otherwise compromise the applicable
claim unless (1) such settlement or compromise contains a full and
unconditional release of the indemnified party or (2) the indemnified party
otherwise consents in writing (such consent not to be unreasonably withheld).
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless any indemnified party shall have been advised by
counsel in writing that a conflict of interest exists between such indemnified
party and any other of such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay the reasonable
fees and disbursements of such additional counsel or counsels.

2.8.4 Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 2.8.1 or Section 2.8.2 are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, liabilities, or expenses (or actions in respect thereof) (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect the relative benefits of
the indemnified party and indemnifying party from the offering of the
securities covered by such registration statement as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or indemnified party, and the parties, relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.8.4 were determined by pro
rata allocation (even if the Holders or any underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 2.8.4. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with
investigating or, except as provided in Section 2.8.3, defending any such
action or claim. Notwithstanding the provisions of this Section 2.8.4, no
Holder shall be required to contribute an amount greater than the dollar amount
by which the proceeds received by such Holder with respect to the sale of any
Registrable Shares exceeds the amount of damages which such Holder has
otherwise been required to pay by reason of such statement or omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations in this Section 2.8.4 to contribute shall be several in proportion
to the amount of Registrable Shares registered by them and not joint.

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<PAGE> 23
If sufficient indemnification is available under this Section 2.8, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 2.8.1 and Section 2.8.2 without regard to the relative
fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.8.4.

2.8.5 The indemnification and contribution provided for under this
Stockholders Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director, or controlling Person of such indemnified party and will survive the
transfer of securities.

ARTICLE 3

RESTRICTIONS ON TRANSFER

Section 3.1 General. Any Third-Party Sale shall be subject to
compliance with provisions of this Article 3.

Section 3.2 Transfer Restrictions. During the one year period
following the date hereof, the Holder shall not engage in any Third-Party Sales
without the Company's prior written consent.

Section 3.3 Right of First Offer. (a) Until the earlier of the
fifth annual anniversary of the date hereof or the date on which Purchaser and
its Affiliates own less than 10% of the then outstanding Common Stock (assuming
conversion of all Common Stock Equivalents, including all 8% Preference Shares,
then held by Purchaser and its Affiliates) prior to consummating any
Third-Party Sale in respect of Common Stock, 8% Preference Shares or a
combination of Common Stock and 8% Preference Shares that constitute, in the
aggregate, more than 9.9% of the then outstanding Common Stock (assuming
conversion of all Common Stock Equivalents, including all 8% Preference Shares,
then held by Purchaser and its Affiliates proposed to be sold) to any one buyer
or related group of buyers in a single transaction or a series of related
transactions, Purchaser or any Affiliate of Purchaser (the "Offeror") will
deliver to the Company a written notice (an "Offer Notice") specifying the
aggregate number of Registrable Securities intended to be Transferred and the
minimum consideration (the "Offer Price") for which the Offeror proposes in
good faith to sell the Registrable Securities to be offered in such Third-Party
Sale (the "Offered Shares"). Upon receipt of such notice, the Company shall
have 30 days to notify the Offeror in writing (the "ROFO Notice") of the
identity of one or more designated buyers (collectively, the "Designated
Buyer") of the Offered Shares (which may include the Company). The Designated
Buyer shall then have an additional 30 days from the date the Company notifies
the Offeror to close the acquisition of the Offered Shares.

(b) Rights to Purchase Offered Shares. If the Designated
Buyer delivers to the Offeror a written notice (an "Acceptance Notice") within
30 days following delivery of the ROFO Notice (the "ROFO Acceptance Period"),
stating that such Designated Buyer is willing to purchase all of the Offered
Shares for the Offer Price and on the other terms, if any, as are set forth in
the Offer Notice, the Offeror will sell all (but not less than all) of the
Offered Shares to such Designated Buyer, and such Designated Buyer will
purchase such Offered Shares from the Offeror, on the

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<PAGE> 24
proposed terms and subject to the conditions set forth in the Offer Notice and
below ; provided, however, that if the Offer Price is payable in whole or in
part in property (which term shall include the securities of any issuer other
than the Company) other than cash, the Designated Buyer may pay, in lieu of
such property, a sum of cash equal to the fair market value of such property as
determined by the selling Holder and the Designated Buyer in good faith or, if
the selling Holder and the Designated Buyer do not agree on the fair market
value of such property within five (5) days after the delivery of the
Acceptance Notice, then each of the selling Holder and the Designated Buyer
shall select one nationally recognized independent appraiser (with each of the
selling Holder and the Designated Buyer bearing the expense of the appraiser
selected by it) to determine the fair market value of that property and the
average of the appraised fair market values of that property as determined by
those appraisers shall be deemed the fair market value of that property for
purposes of this Article 3.

(c) The ROFO Closing. The consummation of any purchase
of the Offered Shares by the Designated Buyer pursuant to this Section 3.3 (the
"ROFO Closing") will occur no later than the last day of the ROFO Acceptance
Period, at such time and place as may be agreed upon by the Offeror and the
Designated Buyer or, if such parties fail to agree to such time and place, at
the offices of the Offeror at 200 Crescent Court, Suite 1600, Dallas, Texas
75201 at 10:00 a.m. (Central Time) on the last business day of the ROFO
Acceptance Period. At the ROFO Closing, (1) the Designated Buyer will deliver
to the Offeror by certified or official bank check or wire transfer to an
account designated by the Offeror an amount in immediately available funds
equal to the aggregate Offer Price for the Offered Shares, and (2) the Offeror
will deliver one or more certificates evidencing the Offered Shares, together
with such other duly executed instruments or documents (executed by the
Offeror) as may be reasonably requested by the Designated Buyer to acquire the
Offered Shares.

(d) Right to Consummate Third-Party Sale If no ROFO
Notice or no Acceptance Notice relating to the proposed Third-Party Sale is
delivered to the Offeror prior to the expiration of the applicable period set
forth above, or an Acceptance Notice is so delivered to the Offeror but the
ROFO Closing fails to occur prior to the expiration of the ROFO Closing Period
(unless the Designated Buyer was ready, willing and able prior to the
expiration of the ROFO Closing Period to consummate the transactions to be
consummated by the Designated Buyer at the ROFO Closing), the Offeror may
(without affecting its rights, if any, arising out of such failure) consummate
the Third-Party Sale, but only (1) during the 6-month period immediately
following the expiration of the applicable 30 day period (in the event that no
ROFO Notice or Acceptance Notice, as the case may be, was timely delivered to
the Offering Holder) or the 6- month period immediately following the
expiration of the ROFO Closing Period (in the event that an Acceptance Notice
was timely delivered to the Offeror but the ROFO Closing failed timely to
occur) and, (2) at a price at least equal to 95% of the Offer Price.

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<PAGE> 25
ARTICLE 4

MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES

Section 4.1 Board.

4.1.1 Board Representation. Subject to the provisions of Section
4.1.6 below, Holder shall be entitled to designate individuals for nomination
for election to the Board as follows:

(i) for so long as the Board consists of ten
members, Holder shall be entitled to designate four nominees;

(ii) if the number of members constituting the
entire Board shall be increased or decreased from ten, Holder shall be
entitled to designate a number of nominees so that such nominees, if
elected, would constitute that percentage of the total number of
members of the Board that the number of directors Holder was entitled
to nominate immediately prior to such increase or decrease bears to
the total number of directorships on the entire Board immediately
prior to such increase or decrease, with any fractional directorship
resulting from such calculation being rounded up to the next whole
number.

Members of the Board designated by Holder pursuant to this Section
4.1.1 or elected to fill a vacancy by members designated by Holder as provided
in subsection 4.1.4 herein shall be referred to as the "Holder Designees."
Subject to Section 4.1.6, the Company and the Board shall take such actions as
necessary to cause Holder Designees to be nominated and submitted to the
shareholders for election to the Board as provided in Sections 4.1.2 and 4.1.3.

4.1.2 Initial Board Designees. Simultaneously with the execution
and delivery of this Agreement, the Company and the Board shall take such
actions as necessary to cause the Board to consist of ten members, four
vacancies to exist on the Board, and to cause four Holder Designees to fill
such vacancies on the Board created pursuant to the terms of the Stock Purchase
Agreement.

4.1.3 Annual Meeting.

(a) At each annual meeting of the Company's shareholders
or any extraordinary meeting in lieu thereof at which the term of any Holder
Designee is to expire or prior to which there shall be less than the maximum
number of Holder Designees serving on the Board, Holder shall be entitled to
designate for nomination as a director the number of individuals as necessary
so that, if such designees are elected to the Board at such annual meeting or
any extraordinary meeting in lieu thereof, the maximum number of Holder
Designees shall be serving on the Board. The Company agrees to cause each
Holder Designee so designated by Holder to be nominated for election to the
Board at each annual meeting of the Company's shareholders or any extraordinary
meeting in lieu thereof. To the extent the Company's proxy statement for any
annual meeting of shareholders, or any extraordinary meeting in lieu thereof,
includes a recommendation regarding the election of any other nominees to the
Company's Board, the Company agrees to include a recommendation of its Board
that the shareholders also vote in favor of each Holder Designee standing for
election at such

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<PAGE> 26
meeting. The Company shall take all actions necessary to ensure that the
Articles of Association of the Company as in effect immediately following the
date hereof do not, at any time thereafter, conflict in any respect with the
provisions of this Section 4.1.

(b) If, at any time Holder fails to advise (at least 90
days prior to the next annual meeting) the Board in writing of its intention to
designate the number of directors which Holder is then entitled to designate
for nomination at the next annual meeting of the Company's shareholders or
extraordinary meeting in lieu thereof (other than any such meeting that occurs
within 90 days after the resignation of a director designated by Holder, in
which case such writing shall be delivered within a reasonable amount of time
prior to the mailing of proxy materials for such meeting), then the rights
granted under this Section 4.1 with respect to the designation of Holder
Designees shall be applicable for such meeting only with respect to the number
of nominees as indicated in such writing, if any, that Holder intends to
designate, but shall continue to be fully effective with respect to subsequent
meetings and interim vacancies. At each annual meeting or extraordinary
meeting in lieu thereof for which Holder does not advise the Board of its
intention to nominate the maximum number of directors which it is entitled to
nominate for such meeting, the nominees for election to the Board, other than
those nominated by Holder, shall be determined by the Board and the Company.

4.1.4 Board Committees. For so long as Holder is entitled to
nominate at least one Holder Designee, the Company and the Board shall take
such actions as necessary to cause at least one Holder Designee to be elected
to, and to at all times be a member of, each committee established by the
Board.

4.1.5 Vacancies. If, prior to his election to the Board pursuant to
Section 4.1.1 hereof, any Holder Designee shall be unable or unwilling to serve
as a director of the Company, then the Holder shall be entitled to nominate a
replacement who shall then be a Holder Designee for purposes of this Section 4.
If, following an election or appointment to the Board pursuant to Section 4.1.1
hereof, any Holder Designee shall resign or be removed or be unable to serve
for any reason prior to the expiration of his term as a director of the
Company, then the Holder shall, within 30 days of such event, notify the Board
in writing of a replacement Holder Designee, and the Company and the Board
shall take such action as necessary to cause such replacement Holder Designee
to be appointed to the Board and each applicable committee thereof to fill the
unexpired term of the Holder Designee who such new Holder Designee is
replacing.

4.1.6 Reduction/Termination of Rights. The right of the Holder to
designate directors under this Section 4.1 shall be reduced and terminate as
follows:

If at any time after the Second Closing the number of shares of Common
Stock and 8% Preference Shares (assuming conversion of such shares into Common
Stock) held of record by Purchaser and its Affiliates, collectively, represent
less than the below specified percentage of the number of shares of Common
Stock into which a number of 8% Preference Shares equal to the Original Number
would be convertible as of such time of determination, the number of directors
that Holder shall be entitled to designate shall be reduced to the number
indicated:

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<PAGE> 27
<TABLE>
<CAPTION>
PERCENTAGE HELD HOLDER
BY PURCHASER AND ITS AFFILIATES DIRECTORS
------------------------------- ---------
<S> <C>
Less than 75% but equal to
or more than 50% 3

Less than 50% but equal to
or more than 25% 2

Less than 25% but equal to
or more than 1% 1

Less than 1% 0
</TABLE>

For purposes of this Agreement, "Original Number" shall mean the
aggregate number of 8% Preference Shares purchased by Purchaser pursuant to the
terms of the Stock Purchase Agreement (including 8% Preference Shares
purchased pursuant to the Rights (as defined in the Stock Purchase Agreement)).

Upon written request to Holder at any time that the number of Holder
Designees exceeds the number of directors Holder shall be entitled to designate
pursuant to this Section 4.1.5, Holder shall cause one or more Holder Designees
to resign from the Board as necessary to reduce the number of Holder Designees
to the number Holder is then entitled to designate.

4.1.7 Fees; Costs and Expenses. Except as provided in the following
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.

4.1.8 Class Director Limitation. Notwithstanding the term of this
Section 4.1, if, at any time that Holder holds a majority of the outstanding 8%
Preference Shares and the holders of 8% Preference Shares are entitled, voting
separately as a class, to elect directors pursuant to Section 9(c) of the 8%
Preference Shares Authorization, the number of Holder Designees that Holder is
entitled to designate pursuant to this Section 4.1, when added to the two
directors the holders of 8% Preference Shares are entitled to elect pursuant to
Section 9(c) of the 8% Preference Shares Authorization (the "Class Directors"),
constitutes 50% or more of the members of the Board, the number of directors
Holder is entitled to designate pursuant to this Section 4.1 shall be reduced
to a number so that such Holder Designees and the Class Directors,
collectively, constitute less than 50% of the total Board until the earlier of
the date on which (i) Holder no longer owns a majority of the outstanding 8%
Preference Shares or (ii) the Class Directors and the number of Holder
Designees Holder is entitled to designate pursuant to this Section 4.1,
collectively, constitute less than 50% of the Board.

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<PAGE> 28
Section 4.2 Other Activities of the Holder; Fiduciary Duties. It
is understood and accepted that the Holder and its Affiliates have interests in
other business ventures which may be in conflict with the activities of the
Company and its Subsidiaries and that, subject to applicable law, nothing in
this Agreement shall limit the current or future business activities of the
Holder or its Affiliates whether or not such activities are competitive with
those of the Company and its Subsidiaries. Nothing in this Agreement, express
or implied, shall relieve any officer or director of the Company (including any
designee of a Holder pursuant to Section 4.1.1) or any of its Subsidiaries of
any fiduciary or other duties or obligations they may have to the Company's
shareholders.

Section 4.3 Actions Requiring Consent of Purchaser. From and
after the First Closing and for so long after the Second Closing as Purchaser
and its Affiliates, collectively, hold of record shares of Common Stock and 8%
Preference Shares (assuming conversion into Common Stock of all 8% Preference
Shares held by Purchaser and its Affiliates) representing in the aggregate at
least (x) 50% of the number of shares of Common Stock into which a number of 8%
Preference Shares equal to the Original Shares would be convertible as of such
time of determination or (y) 10% of the number of outstanding shares of Common
Stock, determined giving effect to the full conversion of all outstanding
securities of the Company convertible or exchangeable for Common Stock, in
addition to any other vote or consent of shareholders required by law or by the
Company's Articles of Association, without the prior written consent of Holder,
the Company shall not, and shall not permit any Subsidiary to:

(i) Amend, alter or repeal any of the provisions
of the Articles of Association of the Company or the 8% Preference
Shares Authorization that affects the voting powers, rights or
preferences of the holders of the 8% Preference Shares; provided,
however, that action to authorize or create or to increase the
authorized amount of any Junior Shares, shall not be deemed to affect
the voting powers, rights or preferences of the holders of 8%
Preference Shares;

(ii) Merge, consolidate or enter into a similar
business combination, scheme of arrangement or transaction, effect any
reorganization, reclassification, recapitalization or other
transaction or event in connection with a plan pursuant to which a
majority of the outstanding Common Stock or any of the 8% Preference
Shares (or, with respect to any Subsidiary of the Company, any shares
or stock of such Subsidiary) shall be exchanged for, converted into,
acquired for or constitute solely the right to receive securities,
cash or other property (whether by means of an exchange offer,
liquidation, tender, offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise) or otherwise
reorganize with or into one or more entities (other than a merger of a
wholly-owned Subsidiary of the Company into another wholly-owned
Subsidiary of the Company); provided that this clause (ii) shall not
prohibit (x) the restructure of Triton International Oil Corporation
("TIOC") and its Subsidiaries pursuant to Section 14.1 of the
Shareholders Agreement between TIOC and ARCO JDA Limited (the "ARCO
Shareholders Agreement") or (y) any consolidation, merger or
reorganization of a Subsidiary of the Company in connection with a
transaction permitted by clause (iv) below and which does not

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<PAGE> 29
affect (or result in any exchange, conversion or similar effect on)
any outstanding Common Stock or any of the 8% Preferenced Shares;

(iii) Authorize or create, modify the terms of or
increase the authorized amount of, (1) any shares of any class or
series or of any security convertible into shares of any class or
series ranking prior to the 8% Preference Shares in the distribution
of assets on any liquidation, dissolution or winding up of the Company
or any Subsidiary or in the payment of dividends, (2) any class of
Parity Shares, Parity Liquidation Shares or Parity Dividend Shares,
(3) any class or series of Junior Shares or any security convertible
into or exchangeable for any class or series of Junior Shares that,
pursuant to their terms, require, or permit the holders thereof to
require, the Company or any Subsidiary to redeem all or any portion of
such Junior Shares, or (4) any class or series of any other equity
security other than Junior Shares or any security convertible into or
exchangeable for any class or series of any other equity security
other than Junior Shares;

(iv) Sell, lease to a third party or otherwise
dispose of (in a single transaction or a series of related
transactions) assets comprising in excess of 50% of the market value
of the assets of the Company and its Subsidiaries as a whole or
dissolve, liquidate or terminate the Company;

(v) Other than regular dividends on the Company's
5% Convertible Preference Shares in accordance with the terms thereof
as in effect on the date hereof and subject to subsection 3(i) of the
8% Preference Shares Authorization, declare, pay or set aside for
payment any dividends or other distributions (whether in cash, shares
or property) with respect to, or redeem or otherwise purchase, any
Junior Shares or, in the case of any Subsidiary of the Company, any
shares or stock held other than by the Company or any wholly- owned
Subsidiary of the Company; provided that this clause (v) shall not
prohibit the payment of dividends on and/or redemption of shares of
TIOC pursuant to the ARCO Shareholders Agreement;

(vi) Directly, or indirectly through any
Subsidiary of the Company, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness) or issue, or permit any Subsidiary
of the Company to issue, any Preferred Stock (except Preferred Stock
issued to the Company or a wholly owned Subsidiary of the Company);
provided, however, that the Company and its Subsidiaries may incur
Indebtedness and, subject to the other limitations of this Section
4.3, issue shares of Preferred Stock if, in either case, the Company's
Leverage Ratio at the time of incurrence of such Indebtedness or the
issuance of such Preferred Stock, as the case may be, after giving pro
forma effect to such incurrence or issuance as of such date and to the
use of proceeds therefrom is less than 2.5 to 1; provided, further,
that this clause (vi) shall not prohibit the issuance of Preferred
Stock by TIOC pursuant to Section 8.3 of the ARCO Shareholders
Agreement;

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<PAGE> 30
(vii) Issue any shares of 8% Preference Shares
other than (a) pursuant to the terms of the Stock Purchase Agreement
and the Rights Offering (as defined in the Stock Purchase Agreement)
and (b) as Additional Shares pursuant to subsection 3(b) of the 8%
Preference Shares Authorization;

(viii) Issue any shares of a class of shares ranking
pari passu or prior to the 8% Convertible Preference Shares with
respect to dividends or to the distribution of assets in liquidation
or, in the case of any Subsidiary of the Company, issue any shares or
stock to any Person other than the Company or any Subsidiary of the
Company (provided that this clause (viii) shall not prohibit the
issuance of Preferred Stock by TIOC pursuant to Section 8.3 of the
ARCO Shareholders Agreement);

(ix) Commence or effect any tender or exchange
offer made by the Company or any Subsidiary for all or any portion of
the Common Stock; or

(x) Decrease the number of shares designated as
8% Convertible Preference Shares as provided in Section 1 of the 8%
Preference Shares Authorization.

Section 4.4 Action by Holder. At any time there shall be more
than one Holder, the designation of Holder Designees and the consent of Holder
required for actions referred to in this Agreement shall be effected by
delivery to the Company of a written instrument designating such Holder
Designees or granting (or denying) such consent executed by Holders holding a
majority of outstanding Common Stock (calculated giving effect to the full
conversion of all 8% Preference Shares held by all Holders) (a "Majority
Interest"). Each such written instrument shall indicate the number of 8%
Preference Shares held by the Holder or Holders executing same and shall
contain a certification that such Holders' 8% Preference Shares represent a
Majority Interest.

ARTICLE 5

TERMINATION

The provisions of this Agreement, unless earlier terminated pursuant
to their terms, shall terminate on the tenth anniversary of the date of this
Agreement.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Notices. Any notices or other communications
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telex, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as follows
(or at such other address as may be substituted by notice given as herein
provided):

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<PAGE> 31
If to the Company:

c/o Triton Exploration Services Inc.
6688 North Central Expressway, Suite 1400
Dallas, Texas 75206
Attention: President

If to any Holder, at its address listed on the signature pages hereof.

Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and
five calendar days after mailing if sent by registered or certified mail
(except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee).

Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

Section 6.2 Third Party Registration Rights. The Company is not
a party, or otherwise subject, to any agreement granting registration rights to
any other Person with respect to the securities of the Company. The Company
will not on or after the date of this Agreement enter into any agreement
granting (a) demand registration rights to any other Person with respect to the
securities of the Company, or (b) piggy-back registration rights to any other
Person that are not junior or subordinate to the rights granted to the holders
of Registrable Securities under Sections 2.1 and 2.2 hereof, without the
written consent of the holders of a majority of the then outstanding
Registrable Shares. Any agreement entered into pursuant to such consent shall
not be amended without a further written consent of the holders of a majority
of the then outstanding Registrable Shares.

Section 6.3 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Agreement shall be
construed, interpreted, and enforced in accordance with the laws of the State
of Texas, excluding any choice-of-law provisions thereof. Each of the parties
hereby (a) irrevocably submits to the exclusive jurisdiction of the United
States Federal District Court for the Northern District of Texas, sitting in
Dallas County, Texas, the United States of America, in the event such court has
jurisdiction or, if such court does not have jurisdiction, to any district
court sitting in Dallas County, Texas, the United States of America, for the
purposes of any suit, action or proceeding arising out of or relating to this
Agreement, including any claims by any Indemnified Persons for indemnity
pursuant to Section 5 hereof, (b) waives, and agrees not to assert in any such
suit, acting or proceeding, any claim that (i) it is not personally subject to
the jurisdiction of such court or of any other court to which proceedings in
such court may be appealed, (ii) such suit, action or proceeding is brought in
an inconvenient forum or (iii) the venue of such suit, action or proceeding is
improper and (c) expressly waives any requirement for the posting of a bond by
the party bringing such suit, action or proceeding. Each of

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the parties consents to process being served in any such suit, action or
proceeding by mailing, certified mail, return receipt requested, a copy thereof
to such party at the address in effect for notices hereunder, and agrees that
such services shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 7 shall affect or limit any right to
serve process in any other manner permitted by law.

Section 6.4 Successors and Assigns. Whether or not an express
assignment has been made pursuant to the provisions of this Agreement,
provisions of this Agreement that are for the Holders' benefit as the holders
of any Registrable Shares are also for the benefit of, and enforceable by, all
subsequent holders of Registrable Shares and such subsequent holders shall be
deemed to be Holders and to have become parties to this Agreement (including
without limitation for purposes of Article IV hereof), except as otherwise
expressly provided herein; provided that the provisions of this Agreement shall
not be for the benefit of, applicable to or enforceable by any transferee, and
such transferee shall not be deemed a Holder for purposes of this Agreement of
Registrable Shares if the Holder effecting such transfer expressly shall have
designated such transferee as not constituting a Holder subject to or entitled
to the benefit of this Agreement at or prior to the effectiveness of the
transfer of Registrable Shares to such transferee. Subject to the preceding
sentence, this Agreement shall be binding upon the Company, each Holder, and
their respective successors and permitted assigns.

Section 6.5 Duplicate Originals. All parties may sign any number
of copies of this Agreement. Each signed copy shall be an original, but all of
them together shall represent the same agreement.

Section 6.6 Severability. In case any provision in this
Agreement shall be held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and the remaining provisions shall not in any way be
affected or impaired thereby.

Section 6.7 Specific Performance. The Company and the Holder or
Holders recognize that if the Company refuses to perform under the provisions
of this Agreement, monetary damages alone will not be adequate to compensate
the Holder or Holders for its or their injury. The Holder or Holders shall
therefore be entitled, in addition to any other remedies that may be available,
to obtain specific performance of the terms of this Agreement.

Section 6.8 No Waivers; Amendments.

6.8.1 No failure or delay on the part of the Company or any Holder
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Holder at law or in equity or otherwise.

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6.8.2 Any provision of this Agreement may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by the
Company and the Holders holding a majority of the Registrable Shares.

Section 6.9 No Affiliate Liability. The partners, members,
officers, directors, shareholders and Affiliates of a Holder, the Company or
their respective Affiliates shall not have any personal liability or obligation
to any Person arising under this Agreement in such capacities.

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SIGNATURES TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the date first written above.

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
-------------------------------------
Robert B. Holland, III
Chief Executive Officer,
General Counsel and Secretary

HM4 TRITON, L.P.

By: HM Fund IV Cayman LLC,
its general partner

By: /s/ Daniel S. Dross
---------------------------------
Daniel S. Dross
Senior Vice President

Address:

200 Crescent Court
Suite 1600
Dallas, Texas 75201

[Signature Page to Shareholders Agreement]

<PAGE> 1
EXHIBIT 10.3

MONITORING AND OVERSIGHT AGREEMENT

This MONITORING AND OVERSIGHT AGREEMENT (this "Agreement") is made and
entered into effective as of September 30, 1998, among Triton Energy Limited, a
Cayman Islands company (the "Company"), and Hicks, Muse & Co. Partners, L.P., a
Texas limited partnership (together with its successors, "HMCo").

1. Retention; Defined Terms.

(a) The Company hereby acknowledges that it has retained
HMCo to provide, and HMCo acknowledges that, subject to reasonable advance
notice in order to accommodate scheduling, HMCo will provide, financial
oversight and monitoring services to the Company as requested by the Company
during the term of this Agreement.

(b) Capitalized terms used but not defined herein and
defined in the Stock Purchase Agreement dated August 31, 1998, between the
Company and HM4 Triton, L.P., a Cayman Islands exempted limited partnership
("Investor") (the "Stock Purchase Agreement"), shall have the meanings ascribed
to such terms in the Stock Purchase Agreement.

2. Term.

(a) The term of this Agreement shall continue until the
earlier of (i) the tenth anniversary of the date hereof, (ii) the date on which
the Stock Purchase Agreement is terminated if such date occurs prior to the
First Closing or (iii) the date on which Investor and its affiliates cease to
own beneficially, directly or indirectly, at least five percent of the Company's
outstanding ordinary shares (or any other securities into or for which such
shares may be converted or exchanged), determined after giving effect to the
conversion of all shares of 8% Preference Shares of the Company held by Investor
and its affiliates (such date on which the term of this Agreement terminates
herein referred to as the "Termination Date").

(b) Notwithstanding any termination of this Agreement, (i)
the rights of the Indemnified Persons (as defined in Section 5 hereof) under
Section 5 hereof shall survive any such termination of this Agreement, (ii) the
Company shall pay to HMCo (A) on the fifteenth (15th) day following the
Termination Date, amounts payable to HMCo as a Monitoring Fee for periods up to
and including the Termination Date which have not been paid as of the
Termination Date and (B) promptly (but not more than 10 days) after request by
or notice from HMCo, the Reimbursable Expenses for which HMCo has provided the
Company invoices or reasonably detailed descriptions relating to periods up to
and including the Termination Date which have not been paid as of the
Termination Date and (iii) the terms of this Agreement (including Section 7
hereof) shall survive any such termination for the purpose of enabling HMCo to
enforce its rights set forth in this Section 2(b) and Section 5.

<PAGE> 2

3. Compensation.

(a) As compensation for HMCo's services under this
Agreement, the Company shall pay to HMCo an annual fee of $500,000 (the
"Monitoring Fee"), which shall begin to accrue on the First Closing Date.

(b) The Monitoring Fee shall be payable, by wire transfer
of immediately available funds to the account described on Exhibit A hereto (or
such other account as HMCo may hereafter designate in writing), in quarterly
installments on the fifteenth (15th) day of each January, April, July and
October during the term of this Agreement (each a "Payment Date"), beginning
with the first Payment Date following the date hereof. The amount of each such
quarterly installment shall be the Monitoring Fee divided by 4 (the "Quarterly
Fee Amount"), prorated on a daily basis for any partial calendar quarter during
the term of this Agreement.

(c) All past due payments in respect of the Monitoring Fee
shall bear interest at the lesser of the highest rate of interest which may be
charged under applicable law or the prime commercial lending rate per annum of
Chase Manhattan Bank, N.A. or its successors (which rate is a reference rate and
is not necessarily its lowest or best rate of interest actually charged to any
customer) (the "Prime Rate") as in effect from time to time, plus 5%, from the
due date of such payment to and including the date on which payment is made to
HMCo in full, including such interest accrued thereon.

4. Reimbursement of Expenses. In addition to the compensation to
be paid pursuant to Section 3 hereof, the Company agrees to pay or reimburse
HMCo for all "Reimbursable Expenses," which shall consist of all reasonable
disbursements and out-of-pocket expenses (including without limitation costs of
travel, postage, deliveries, communications, etc.) incurred by HMCo or its
affiliates for the account of the Company or in connection with the performance
by HMCo of the services contemplated by Section 1 hereof. Promptly (but not more
than 10 days) after request by or notice from HMCo, the Company shall pay HMCo,
by wire transfer of immediately available funds to the account described on
Exhibit A hereto (or such other account as HMCo may hereafter designate in
writing), the Reimbursable Expenses for which HMCo has provided the Company
invoices or reasonably detailed descriptions. All past due payments in respect
of the Reimbursable Expenses shall bear interest at the lesser of the highest
rate of interest which may be charged under applicable law or the Prime Rate
plus 5% from the Payment Date to and including the date on which such
Reimbursable Expenses plus accrued interest thereon, are fully paid to HMCo.

5. Indemnification. The Company shall indemnify and hold harmless
each of HMCo, its affiliates, and the respective directors, officers, partners,
members, controlling persons (within the meaning of Section 15 of the Securities
Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934), if any,
agents and employees of HMCo and/or any of its affiliates (HMCo, its affiliates,
and such other specified persons being collectively referred to as "Indemnified
Persons" and individually as an "Indemnified Person") from and against any and
all claims, liabilities, losses, damages and expenses incurred by any
Indemnified Person (including reasonable fees and

<PAGE> 3

disbursements of the respective Indemnified Person's counsel) which (A) are
related to or caused by or arise out of (i) actions taken or omitted to be taken
(including any untrue statements made or any statements omitted to be made) by
the Company or any of its Subsidiaries or (ii) actions taken or omitted to be
taken by an Indemnified Person with the consent of the Company or any of its
Subsidiaries, or in conformity with instructions of the Company or any of its
Subsidiaries or actions or omissions of the Company or any of its Subsidiaries
or (B) are otherwise related to or arise out of HMCo's engagement hereunder, and
will reimburse each Indemnified Person for all reasonable costs and expenses,
including fees and disbursements of any Indemnified Person's counsel, as they
are incurred, in connection with investigating, preparing for, defending, or
appealing any action, formal or informal claim, investigation, inquiry or other
proceeding, whether or not in connection with pending or threatened litigation,
caused by or arising out of or in connection with HMCo's acting pursuant to the
engagement, whether or not any Indemnified Person is named as a party thereto
and whether or not any liability results therefrom. The Company will not,
however be responsible for any claims, liabilities, losses, damages, or expenses
pursuant to clause (B) of the preceding sentence that have resulted primarily
from HMCo's bad faith, gross negligence or willful misconduct. The Company also
agrees that neither HMCo nor any other Indemnified Person shall have any
liability to the Company for or in connection with such engagement except for
any such liability for claims, liabilities, losses, damages, or expenses
incurred by the Company that have resulted primarily from HMCo's bad faith,
gross negligence or willful misconduct. The Company further agrees that it will
not, without the prior written consent of HMCo, such consent not to be
unreasonably withheld, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action, suit or proceeding in
respect of which indemnifications may be sought hereunder (whether or not any
Indemnified Person is an actual or potential party to such claim, action, suit
or proceeding) unless such settlement, compromise or consent includes an
unconditional release of HMCo and each other Indemnified Person hereunder from
all liability arising out of such claim, action, suit or proceeding. THE COMPANY
HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY
CLAIMS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE
ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR
CONCURRENT ORDINARY NEGLIGENCE OF HMCo OR ANY OTHER INDEMNIFIED PERSON.

The foregoing right to indemnity shall be in addition to any rights
that HMCo and/or any other Indemnified Person may have at common law or
otherwise and shall remain in full force and effect following the completion of
the engagement or any termination of the engagement or this Agreement as
provided in Section 2(b).

It is understood that, in connection with HMCo's engagement, HMCo may
also be engaged to act for the Company in one or more additional capacities, and
that the terms of this engagement or any such additional engagement may be
embodied in one or more separate written agreements. This indemnification shall
apply to the engagement specified in Section 1 hereof as well as to any such
additional engagement(s) (whether written or oral) and any modification of said
engagement

<PAGE> 4

or such additional engagement(s) and shall remain in full force and effect
following the completion or termination of said engagement or such additional
engagements.

The Company further understands that if HMCo is asked to furnish the
Company a financial opinion letter or act for the Company in any other formal
capacity, such further action may be subject to a separate agreement containing
provisions and terms to be mutually agreed upon.

6. Confidential Information. In connection with the performance
of the services hereunder, HMCo agrees not to, and to use commercially
reasonable efforts to cause its officers, directors, employees, agents and
representatives acting on behalf of HMCo pursuant to this Agreement not to,
divulge any confidential information, secret processes or trade secrets
disclosed by the Company or any of its Subsidiaries to HMCo or any such person
in connection with the providing of services by HMCo (or any such person on
HMCo's behalf) solely in its capacity as a financial advisor pursuant to this
Agreement, unless the Company consents to the divulging thereof or such
information, secret processes, or trade secrets are publicly available or
otherwise available to HMCo without restriction or breach of any confidentiality
agreement or unless required by any governmental authority or in response to any
valid legal process (in which case HMCo will use commercially reasonable efforts
to provide the Company with as much advance notice as is reasonably
practicable).

7. Governing Law; Jurisdiction and Venue. This Agreement shall be
construed, interpreted, and enforced in accordance with the laws of the State of
Texas, excluding any choice-of- law provisions thereof. Each of the parties
hereby (a) irrevocably submits to the exclusive jurisdiction of the United
States Federal District Court for the Northern District of Texas, sitting in
Dallas County, Texas, the United States of America, in the event such court has
jurisdiction or, if such court does not have jurisdiction, to any district court
sitting in Dallas County, Texas, the United States of America, for the purposes
of any suit, action or proceeding arising out of or relating to this Agreement,
including any claims by any Indemnified Persons for indemnity pursuant to
Section 5 hereof, (b) waives, and agrees not to assert in any such suit, acting
or proceeding, any claim that (i) it is not personally subject to the
jurisdiction of such court or of any other court to which proceedings in such
court may be appealed, (ii) such suit, action or proceeding is brought in an
inconvenient forum or (iii) the venue of such suit, action or proceeding is
improper and (c) expressly waives any requirement for the posting of a bond by
the party bringing such suit, action or proceeding. Each of the parties consents
to process being served in any such suit, action or proceeding by mailing,
certified mail, return receipt requested, a copy thereof to such party at the
address in effect for notices hereunder, and agrees that such services shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 7 shall affect or limit any right to serve process in any other
manner permitted by law.

8. Assignment. This Agreement and all provisions contained herein
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, neither this Agreement nor
any of the rights, interests, or obligations hereunder shall be assigned (other
than with respect to the rights and obligations of HMCo, which may be

<PAGE> 5

assigned to any one or more of its principals or Affiliates) by any of the
parties without the prior written consent of the other parties.

9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart.

10. Other Understandings. All discussions, understandings, and
agreements heretofore made between any of the parties hereto with respect to the
subject matter hereof are merged in this Agreement, which alone fully and
completely expresses the Agreement of the parties hereto. All calculations of
the Monitoring Fee and Reimbursable Expenses shall be made by HMCo and, in the
absence of mathematical error, shall be final and conclusive. All references to
"$" or dollar amounts will be to lawful currency of the United States of
America. All fees, expenses and other amounts payable to HMCo hereunder shall be
(i) payable in U.S. dollars and if such amounts were originally expressed in any
other currency, then unless otherwise provided herein such amounts shall be
converted to U.S. dollars at the official exchange rate published by the
government of such country to which such currency relates on the date of payment
or, if such government does not have a published exchange rate on the date of
payment, the applicable New York foreign exchange selling rate as published in
The Wall Street Journal on the date of payment or, if not published on the date
of payment, on the most recent previously published rate, (ii) grossed-up to
cover any withholding, value-added or other similar taxes, and (iii) paid by
wire transfer of immediately available funds to the account described on Exhibit
A hereto (or such other account as HMCo may hereafter designate in writing).

<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

HICKS, MUSE & CO. PARTNERS, L.P.

By: HM PARTNERS, INC.,
its General Partner

By: /s/ Daniel S. Dross
--------------------------------------
Daniel S. Dross
Senior Vice President

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
-----------------------------------------------
Robert B. Holland, III
Chief Executive Officer, General Counsel
and Secretary

<PAGE> 1

EXHIBIT 10.4

FINANCIAL ADVISORY AGREEMENT

This FINANCIAL ADVISORY AGREEMENT, effective as of August 31, 1998
(this "Agreement"), is made and entered into between Triton Energy Limited, a
Cayman Islands company (the "Company"), and Hicks, Muse & Co. Partners, L.P., a
Texas limited partnership (together with its successors, "HMCo").

WHEREAS, simultaneously with the execution and delivery of this
Agreement, an affiliate of HMCo, HM 4 Triton, L.P., a Cayman Islands exempted
limited partnership ("Purchaser"), is entering into a Stock Purchase Agreement
of even date herewith with the Company (the "Stock Purchase Agreement")
pursuant to which Purchaser has agreed, subject to the terms and conditions of
the Stock Purchase Agreement, to purchase a portion of the share capital of the
Company ( the "Acquisition");

WHEREAS, the Company has requested that HMCo render, and HMCo has
rendered, financial advisory services to the Company and its Subsidiaries in
connection with the negotiation of the Acquisition; and

WHEREAS, the Company has requested that HMCo render financial
advisory, investment banking, and other similar services to the Company and its
Subsidiaries with respect to any future proposals for (a) the acquisition (by
direct issuance from the Company, from existing securityholders or otherwise)
by any Person or group of Persons deemed a "person" under Section 13(a)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
beneficial ownership of securities representing a majority of the combined
voting power of the outstanding securities of the Company entitled to vote,
generally or as a separate class or series or together with one or more class
or series of shares or stock, in the election of directors of the Company, the
result of which would result in such Person or Persons (or group) having the
ability to elect a majority of the Board of Directors, (b) a reorganization,
recapitalization, merger, consolidation or similar business combination or
transaction (unless the holders of the outstanding securities of the Company
entitled to vote in the election of directors prior to such transaction
continue to own securities of the entity resulting from or surviving such
transaction (a "Surviving Entity") entitled to vote in the election of
directors sufficient to allow such holders to elect a majority of the board of
directors of the Surviving Entity upon the completion of such transaction) or
(c) a sale or other disposition (in a single transaction or a series of related
transactions) of assets with an Asset Value (as defined in the Stock Purchase
Agreement) in excess of 50% of the market value of the assets of the Company
and its Subsidiaries as a whole (any one or more of such transactions described
in clause (a) or (b) above, a "Stock Transaction"; any one or more of such
transactions described in clause (c) above, an "Asset Transaction" and any one
or more of such transactions, a "Sale Transaction");

WHEREAS, capitalized terms used but not defined herein and defined in
the Stock Purchase Agreement shall have the meanings ascribed to such terms in
the Stock Purchase Agreement;

- 1-
<PAGE> 2

NOW, THEREFORE, in consideration of the services rendered and to be
rendered by HMCo to the Company and its Subsidiaries and to evidence the
obligations of the Company to HMCo and the mutual covenants herein contained,
the Company and HMCo hereby agree as follows:

1. Retention.

(a) The Company hereby acknowledges that it has retained HMCo
for the benefit of the Company and its Subsidiaries, and HMCo acknowledges that
it has acted, as financial advisor to the Company and its Subsidiaries in
connection with the Acquisition.

(b) The Company acknowledges that it has retained HMCo as its
exclusive financial advisor in connection with any Sale Transaction that may be
consummated from and after the First Closing during the term of this Agreement,
and that the Company will not, and will cause its Subsidiaries not to, retain
any other person or entity to provide such services in connection with any such
Sale Transaction unless the Chief Executive Officer of the Company (the "CEO")
and HMCo mutually agree that the retention by the Company of a second financial
advisor in addition to HMCo would be appropriate with respect to a given Sale
Transaction; provided, however, that the Company, at the discretion of the CEO,
may elect not to retain a financial advisor with respect to a particular Sale
Transaction and in such event HMCo shall not be entitled to receive the cash
fee set forth in Section 3(b) below. HMCo agrees that it shall provide such
financial advisory, investment banking, and other similar services in
connection with any such Sale Transaction as may be requested from time to time
by the board of directors of the Company.

2. Term.

(a) The term of this Agreement shall continue until the
earlier to occur of (i) the tenth anniversary of the date hereof, (ii) the date
on which the Stock Purchase Agreement is terminated if such date occurs prior
to the First Closing or (iii) the date on which Purchaser and its Affiliates
cease to own beneficially, directly or indirectly, at least 5% of the
outstanding Common Stock (determined after giving effect to the conversion of
all 8% Preference Shares of the Company held by Purchaser and its Affiliates at
the conversion rate thereof in effect as of any date of determination) (such
date on which the term of this Agreement terminates herein referred to as the
"Termination Date").

(b) Notwithstanding any termination of this Agreement, (i)
the rights of the Indemnified Persons (as defined in Section 5 hereof) under
Section 5 hereof shall survive any such termination of this Agreement, (ii) the
Company shall pay to HMCo (A) if the Termination Date occurs prior to the First
Closing, the Acquisition Fee contemporaneously with the termination of this
Agreement, (B) on the fifteenth (15th) day following the Termination Date,
amounts payable to HMCo pursuant to Section 3(b) which have not been paid as of
the Termination Date and (C) promptly (but not more than 10 days) after request
by or notice from HMCo, the Reimbursable Expenses for which HMCo has provided
the Company invoices or reasonably detailed descriptions relating to periods up
to and including the Termination Date which have not been paid as of the
Termination Date and (iii) the terms of this Agreement (including Section 7
hereof) shall survive any

- 2 -
<PAGE> 3

such termination for the purpose of enabling HMCo to enforce its rights set
forth in this Section 2(b) and Section 5.

3. Compensation.

(a) As compensation for HMCo's services as financial advisor
to the Company and its Subsidiaries in connection with the Acquisition, the
Company hereby acknowledges that, upon the execution and delivery by HMCo of
the Stock Purchase Agreement and this Agreement, HMCo has earned a cash fee in
the amount of US$7,000,000 (the "Acquisition Fee") and irrevocably agrees to
pay to HMCo a cash amount equal to the Acquisition Fee by wire transfer of
immediately available funds to the account designated on Schedule A hereto
contemporaneously with the earlier to occur of (i) the First Closing or (ii)
the termination of the Stock Purchase Agreement.

(b) As compensation for HMCo's financial advisory, investment
banking, and other similar services rendered in connection with any Sale
Transaction pursuant to Section 1(b) hereof consummated after the First
Closing, the Company shall pay to HMCo, at the closing of any such Sale
Transaction, a fee payable in cash in an amount equal to the lesser of (i) the
amount of fees then charged by first tier investment banking firms for similar
advisory services rendered in connection with transactions similar to such Sale
Transaction or (ii) 1.5% of the Transaction Value; provided, however, that (A)
such fee shall be divided equally between HMCo and any additional financial
advisor retained by the Company with respect to such Sale Transaction as
provided in the first sentence of Section 1(b) and (B) HMCo shall not be
entitled to a fee with respect to any Sale Transaction for which the CEO elects
not to retain a financial advisor.

(c) For purposes of this Agreement, the term "Transaction
Value" means (i) in the case of a Stock Transaction, (A) the fair market value
of the sum of (1) all outstanding common equity securities of the Company
immediately prior to such Stock Transaction and (2) the aggregate amount of
common equity securities issuable upon the conversion, exercise or exchange of
any securities convertible into or exercisable or exchangeable for common
equity securities of the Company ("Common Equity Equivalents") immediately
prior to such Stock Transaction (minus the cash proceeds to be received by the
Company upon the conversion, exercise or exchange of such Common Equity
Equivalents), (B) all cash, securities, settlement or termination amounts,
notes or other debt instruments, and other consideration paid or to be paid,
directly or indirectly, by the Company, the acquiring Person, any Surviving
Entity or their respective Affiliates pursuant to or in connection with any
consulting agreement, non-competition agreement, confidentiality agreement,
severance agreement, settlement agreement or release agreement entered into,
directly or indirectly, by the Company, the acquiring Person, any Surviving
Entity or their respective Affiliates as a part of or in connection with the
Stock Transaction (but excluding any fees payable pursuant to Section 3(b)) and
(C) the principal amount of any indebtedness and the liquidation preference and
accumulated and unpaid dividends of any preferred stock or similar items of the
Company immediately prior to such Stock Transaction); provided, however, that
if all or any part of such consideration referred to in clause (B) above is
payable in whole or in part in property (which term shall include the
securities of any issuer other than the Company) other than cash, the fair
market value of such property shall be determined as follows: (x) if such
property consists of securities, such value shall be the last reported sales
price, regular way on the day immediately preceding the

- 3 -
<PAGE> 4

Stock Purchase, or, if no sale takes place on such day, the average of the
reported closing bid and asked prices on such day, regular way, in either case
as reported on the principal national securities exchange on which such
security is listed or admitted for trading or, if not listed or admitted for
trading on any national securities exchange, on The Nasdaq Stock Market or, if
such security is not quoted on The Nasdaq Stock Market, the average of the
closing bid and asked prices on such day in the over-the-counter market as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or, if bid and asked prices for such security on
such day shall not have been reported through NASDAQ, the average of the bid
and asked prices on such day as furnished by any NYSE member firm regularly
making a market in such security selected for such purpose by HMCo and approved
by the Company (which approval shall not be unreasonably withheld) or, if no
such market is regularly made, as provided in clause (y) and (y) such value of
property other than securities (or with respect to securities in which a market
is not regularly made) shall be determined by the Company and HMCo in good
faith or, if the Company and HMCo do not agree on the fair market value of such
property within five (5) Business Days after HMCo's receipt of written notice
describing and quantifying the non-cash consideration to be paid, then the
Company and HMCo shall select one independent appraiser (with each of the
Company and HMCo bearing one-half of the expense of such appraiser) to
determine the fair market value of that property and the appraised fair market
value of that property as determined by such appraiser shall be deemed the fair
market value of that property and (ii) in the case of an Asset Transaction, the
Asset Value of such Asset Transaction.

4. Reimbursement of Expenses. In addition to the compensation to be
paid pursuant to Section 3 hereof, the Company agrees to reimburse HMCo,
promptly following demand therefor, together with invoices or reasonably
detailed descriptions thereof, for all reasonable disbursements and
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
incurred by HMCo (a) as financial advisor to the Company or any of its
Subsidiaries in connection with the Acquisition or (b) in connection with the
performance by HMCo of the services contemplated by Section 1(b) hereof
("Reimbursable Expenses").

5. Indemnification. The Company shall indemnify and hold harmless each
of HMCo, its affiliates, and their respective directors, officers, partners,
members, controlling persons (within the meaning of Section 15 of the
Securities Act of 1933 or Section 20(a) of the Exchange Act), if any, agents
and employees (HMCo, its affiliates, and such other specified persons being
collectively referred to as "Indemnified Persons" and individually as an
"Indemnified Person") from and against any and all claims, liabilities, losses,
damages and expenses incurred by any Indemnified Person (including those
resulting from the negligence of the Indemnified Person and reasonable fees and
disbursements of the respective Indemnified Person's counsel) which (a) are
related to or caused by or arise out of (i) actions taken or omitted to be
taken (including any untrue statements made or any statements omitted to be
made) by the Company or any of its Subsidiaries or (ii) actions taken or
omitted to be taken by an Indemnified Person with the consent of the Company or
any of its Subsidiaries or in conformity with instructions of the Company or
any of its Subsidiaries or any actions or omissions of the Company or any of
its Subsidiaries or (b) are otherwise related to or arise out of HMCo's
engagement hereunder, and will reimburse each Indemnified Person for all costs
and expenses, including reasonable fees of any Indemnified Person's counsel, as
they are incurred, in connection with investigating, preparing for, defending,
or appealing any action, formal or informal

- 4 -
<PAGE> 5

claim, investigation, inquiry or other proceeding, whether or not in connection
with pending or threatened litigation, caused by or arising out of or in
connection with HMCo's acting pursuant to the engagement, whether or not any
Indemnified Person is named as a party thereto and whether or not any liability
results therefrom. The Company will not however, be responsible for any claims,
liabilities, losses, damages or expenses pursuant to clause (b) of the
preceding sentence that have resulted primarily from HMCo's bad faith, gross
negligence or willful misconduct. The Company also agrees that neither HMCo nor
any other Indemnified Person shall have any liability to the Company or any of
its Subsidiaries for or in connection with such engagement except for any
claims, liabilities, losses, damages or expenses incurred by the Company or any
such Subsidiary to the extent the same have resulted from HMCo's bad faith,
gross negligence or willful misconduct. The Company further agrees that it will
not, and the Company will cause its Subsidiaries not to, without the prior
written consent of HMCo, such consent not to be unreasonably withheld, settle
or compromise or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action, suit or proceeding)
unless such settlement, compromise or consent includes an unconditional release
of HMCo and each other Indemnified Person hereunder from all liability arising
out of such claim, action, suit or proceeding. THE COMPANY HEREBY ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY CLAIMS, LIABILITIES,
LOSSES, DAMAGES, OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE
RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY
NEGLIGENCE OF HMCO OR ANY OTHER INDEMNIFIED PERSON.

The foregoing right to indemnity shall be in addition to any rights
that HMCo and/or any other Indemnified Person may have at common law or
otherwise and shall remain in full force and effect following the completion of
the engagement created hereby or any termination of the engagement or this
Agreement.

It is understood that, in connection with HMCo's engagement, HMCo may
also be engaged to act for the Company or any of its Subsidiaries in one or
more additional capacities, and that the terms of this engagement or any such
additional engagement may be embodied in one or more separate written
agreements. This indemnification shall apply to the engagement specified in
Section 1 hereof as well as to any such additional engagement(s) (whether
written or oral) and any modification of said engagement or such additional
engagement(s) and shall remain in full force and effect following the
completion or termination of said engagement or such additional engagements.

The Company further understands that if HMCo is asked to furnish the
Company or any of its Subsidiaries a financial opinion letter or to act for the
Company or any such Subsidiary in any other formal capacity, such further
action may be subject to a separate agreement containing provisions and terms
to be mutually agreed upon.

- 5 -
<PAGE> 6

by the Company or any of its Subsidiaries to HMCo or any such person in
connection with the providing of services by HMCo (or any such person on HMCo's
behalf) as a financial advisor pursuant to this Agreement, unless the Company
consents in advance to the divulging thereof or such information, secret
processes, or trade secrets are publicly available or otherwise available to
HMCo without restriction or breach of any confidentiality agreement or unless
required by any governmental authority or in response to any valid legal
process (in which case HMCo will use commercially reasonable efforts to provide
the Company with as much advance notice as is reasonably practicable).

7. Governing Law; Jurisdiction and Venue. This Agreement shall be
construed, interpreted, and enforced in accordance with the laws of the State
of Texas, excluding any choice-of-law provisions thereof. Each of the parties
hereby (a) irrevocably submits to the exclusive jurisdiction of the United
States Federal District Court for the Northern District of Texas, sitting in
Dallas County, Texas, the United States of America, in the event such court has
jurisdiction or, if such court does not have jurisdiction, to any district
court sitting in Dallas County, Texas, the United States of America, for the
purposes of any suit, action or proceeding arising out of or relating to this
Agreement, including any claims by any Indemnified Persons for indemnity
pursuant to Section 5 hereof, (b) waives, and agrees not to assert in any such
suit, acting or proceeding, any claim that (i) it is not personally subject to
the jurisdiction of such court or of any other court to which proceedings in
such court may be appealed, (ii) such suit, action or proceeding is brought in
an inconvenient forum or (iii) the venue of such suit, action or proceeding is
improper and (c) expressly waives any requirement for the posting of a bond by
the party bringing such suit, action or proceeding. Each of the parties
consents to process being served in any such suit, action or proceeding by
mailing, certified mail, return receipt requested, a copy thereof to such party
at the address in effect for notices hereunder, and agrees that such services
shall constitute good and sufficient service of process and notice thereof.
Nothing in this Section 7 shall affect or limit any right to serve process in
any other manner permitted by law.

8. Assignment. This Agreement and all provisions contained herein
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, neither this Agreement
nor any of the rights, interests, or obligations hereunder shall be assigned
(other than with respect to the rights and obligations of HMCo, which may be
assigned to any one or more of its principals or Affiliates) by any of the
parties without the prior written consent of the other parties.

10. Other Understanding. All discussions, understandings, and
agreements theretofore made between any of the parties hereto with respect to
the subject matter hereof are merged in this Agreement, which alone fully and
completely expresses the agreement of the parties hereto.

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<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
----------------------------
Robert B. Holland, III
Interim Chief Executive Officer and
General Counsel

[SIGNATURE PAGE TO FINANCIAL ADVISORY AGREEMENT (TRITON ENERGY) -- PAGE 1 OF 2]
<PAGE> 8

By: HICKS, MUSE & CO. PARTNERS, L.P.

By: HM PARTNERS INC.,
its General Partner

By: /s/ Daniel S. Dross
----------------------
Name: Daniel S. Dross
Title: Senior Vice President

[SIGNATURE PAGE TO FINANCIAL ADVISORY AGREEMENT (TRITON ENERGY) -- PAGE 2 OF 2]

<PAGE> 1

EXHIBIT 10.5

LINE LETTER

HM4 Triton, L.P. October 9, 1998
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: Chief Financial Officer/General Counsel

Dear Sirs and Madam:

Bankers Trust Company (the "Bank") is pleased to offer to HM4 Triton,
L.P., a Cayman Islands exempted limited partnership (the "Borrower") a $30
million line of credit (the "Line of Credit") for the purpose of providing
interim financing to the Borrower to the extent necessary to consummate the
open-market purchases (the "Open Market Purchases") of common stock of Triton
Energy Limited ("Triton") prior to the receipt by the Borrower of capital
contributions from its partners ("Capital Contributions"). As used herein, the
term "Partnership Agreement" shall mean the Limited Partnership Agreement, as
amended, of the Borrower, dated as of August 30, 1998, a true and complete copy
of which has been furnished to the Bank prior to the date hereof. All advances
pursuant to the Line of Credit shall be on the following terms and on the terms
and conditions set forth in the Promissory Note referenced below.

Each borrowing under the Line of Credit will mature on October 28,
1998 or on such earlier date as is provided in the Promissory Note. In
addition, the borrowings made by the Borrower pursuant to the Line of Credit
will be subject to acceleration as provided in the Promissory Note executed and
delivered by the Borrower. All such borrowings shall bear interest at the
rates, and be payable at the times, provided in the Promissory Note. All
borrowings hereunder will be evidenced by a promissory note in the form
attached hereto as Exhibit A (the "Promissory Note"), and the Borrower will
furnish satisfactory evidence of its authority to borrow hereunder (including,
without limitation, borrowing resolutions, incumbency/signature certificates
and opinions of counsel as set forth in Exhibits B-1 and B-2 hereto) prior to
the first borrowing under the Line of Credit. All borrowings under the
Promissory Note will be guaranteed by Hicks, Muse, Tate & Furst Equity Fund IV,
L.P., a Delaware limited partnership (the "Guarantor"), pursuant to a guaranty
duly executed by the Guarantor in the form attached hereto as Exhibit C (the
"Guaranty"), and the Guarantor will furnish satisfactory evidence of its
authority to execute, deliver and perform its obligations pursuant to the
Guaranty (including, without limitation, resolutions, incumbency/signature
certificates and opinions of counsel as set forth in Exhibits B-1 and B-2
attached hereto) prior to the first borrowing under the Line of Credit. In no
event will the aggregate outstanding principal amount at any time evidenced by
the Promissory Note exceed $30 million.

The Borrower will, and hereby agrees to, pay to the Bank an upfront
fee in an amount equal to $50,000, which fee shall be payable in cash on or
prior to the first borrowing under the Line of Credit.

<PAGE> 2

This Line of Credit shall expire on October 28, 1998, unless earlier
terminated by the Bank or the Borrower in accordance with the terms hereof or
of the Promissory Note (with the date of such expiration being herein called
the "Line Expiry Date"). It is understood and agreed that the Borrower may
terminate this Line of Credit at any time upon at least 1 Business Day's prior
written notice of such termination to the Bank. Furthermore, and
notwithstanding anything to the contrary contained herein, at any time when an
Event of Default (as defined in the Promissory Note) exists pursuant to the
Promissory Note, the Bank may terminate the ability of the Borrower to
thereafter make additional borrowings pursuant to the Line of Credit by written
notice to such effect to the Borrower (in which case the Borrower shall at no
time thereafter be entitled to borrow additional amounts pursuant to the Line
of Credit) and, if the amounts owing under the Promissory Note become due and
payable as a result of the provisions of the fifth paragraph of the Promissory
Note, then the Line Expiry Date shall be deemed to have occurred. Borrowings
under this Line of Credit shall be available to the Borrower prior to the
expiration hereof, provided that the Bank, in its reasonable judgment, is
satisfied that such borrowings will not cause the Bank to violate any
applicable law, rule, regulation or guideline. Notwithstanding anything to the
contrary contained above or elsewhere in this letter or in the Promissory Note,
in no event will borrowings be available under this Line of Credit unless, at
the time of the making of the respective borrowing and after giving effect
thereto, (i) no Default or Event of Default exists pursuant to the Promissory
Note, (ii) all representations and warranties contained in the Promissory Note
and the Guaranty are true and correct in all material respects at such time and
(iii) the Bank shall have received (x) a fully executed Promissory Note from
the Borrower, (y) a fully executed Guaranty from the Guarantor and (z) the
legal opinions and documentation referenced in the second paragraph of this
letter. The incurrence of each borrowing pursuant to the Line of Credit shall
constitute a representation and warranty by the Borrower that all conditions to
such borrowing (including without limitation those described in the immediately
preceding sentence) have been satisfied at the time thereof.

You hereby agree (i) to pay all reasonable costs and expenses
(including the reasonable fees and expenses of White & Case LLP, as counsel to
the Bank) of the Bank (and, in the case of enforcement, its subsequent assigns)
arising in connection with the preparation, execution and delivery of this Line
of Credit, the Promissory Note, the Guaranty (with the Line of Credit, the
Promissory Note and Guaranty being herein collectively called the "Credit
Documents") and any related documentation required by the Bank in connection
with the financing pursuant to the Line of Credit, and in connection with any
amendment, waiver or consent relating hereto or thereto, and in connection with
any enforcement of this Line Letter or any of the other Credit Documents and
(ii) to pay and hold the Bank (and its subsequent assigns) harmless from and
against any and all present and future stamp, excise and other similar taxes
with respect to the Credit Documents or the foregoing matters and save the Bank
(and its subsequent assigns) harmless from and against any and all liabilities
with respect to or resulting in any delay or omission to pay such taxes. You
further agree to indemnify and hold harmless the Bank (and its subsequent
assigns), and each affiliate thereof and each director, officer, employee,
agent or representative thereof (each an "indemnified person") in connection
with any losses, claims, damages, liabilities or other expenses (whether
asserted by you or any third party) to which such indemnified persons may
become subject, insofar as such losses, claims, damages, liabilities (or
actions or other proceedings commenced or threatened in respect thereof) or
other

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<PAGE> 3

expenses arise out of or in any way relate to or result from the Credit
Documents or the extensions of credit contemplated thereby, or in any way arise
from any use or intended use of the Line of Credit or the proceeds thereof, and
you severally agree to reimburse each indemnified person for any legal or other
expenses incurred in connection with investigating, defending or participating
in any such loss, claim, damage, liability or action or other proceeding
(whether or not such indemnified person is a party to any action or proceeding
out of which indemnified expenses arise), provided that you shall have no
obligation hereunder to indemnify any indemnified person for any loss, claim,
damage, liability or expense to the extent same resulted from the gross
negligence or willful misconduct of such indemnified person. All amounts owing
to the Bank or other indemnified person pursuant to this paragraph shall be
paid by you promptly following any demand by the person or entity entitled to
such payment pursuant to the terms of this paragraph. This letter is furnished
for your benefit, and may not be relied upon by any other person or entity.
None of the Bank or its subsequent assigns shall be responsible or liable to
you or any other person for consequential, special or punitive damages which
may be alleged as a result of this letter or any of the other Credit Documents.

The Bank reserves the right to employ the services of its affiliates,
including, without limitation, BT Alex.Brown Incorporated ("BTAB"), in
providing the services contemplated by this letter and to allocate, in whole or
in part, to any such affiliate certain fees payable to the Bank in such manner
as the Bank and its affiliates may agree in their sole discretion. You
acknowledge that the Bank may share with any of its affiliates (including BTAB)
any information relating to the Borrower and its subsidiaries and affiliates.
The Bank agrees to treat, and cause any such affiliate to treat, all non-public
information provided to it by the Borrower and identified as confidential, as
confidential information in accordance with the customary banking industry
practices.

All payments made, or required to be made, by the Borrower hereunder
will be made without setoff, counterclaim or other defense, and on the same
basis as payments are required to be made by the Borrower under the Promissory
Note (including without limitation as provided in the third and seventh
paragraphs thereof).

The provisions of the immediately preceding three paragraphs shall
survive any termination of this letter.

This letter and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
New York. Each of you and the Bank hereby irrevocably waive all right to trial
by jury of any actions, proceedings or counterclaims (whether based on
contract, tort or otherwise) arising out of or relating to this letter or the
other Credit Documents, the transactions contemplated hereby and thereby, and
the negotiation, performance or enforcement hereof and thereof.

All notices and other communications provided hereunder shall be in
writing (including telex or telecopier communication) and mailed, telexed,
telecopied or delivered, if to the Bank, at: Bankers Trust Company, One Bankers
Trust Plaza, New York, NY 10006

-3-
<PAGE> 4

Attention: Mary Kathryn Lynch, and if to the Borrower, at the Borrower's
address specified in the addressee section of this letter, or in the case of
the Bank or the Borrower, at such other

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<PAGE> 5

address as shall be designated by such party in a written notice to the other
such party hereto. All such notices and communications shall be effective when
delivered as required above.

This letter (together with the related Credit Documents) constitutes
the entire understanding between the Bank and the Borrower and supersedes all
prior discussions.

Very truly yours,

BANKERS TRUST COMPANY

By: /s/ Mary Kay Coyle
----------------------------
Title: Managing Director
-------------------------

Agreed and Accepted as of
this 9th day of October, 1998

HM4 TRITON, L.P.

By: HM Fund IV Cayman, LLC, its general partner

By: /s/ Michael D. Salim
--------------------------------------------
Name: Michael D. Salim
Title: Chief Financial Officer and Senior
Vice President

<PAGE> 1
EXHIBIT 10.6

BASE RATE PROMISSORY NOTE

U.S. $30,000,000 Dated: October 9, 1998

FOR VALUE RECEIVED, HM4 TRITON, L.P., a Cayman Islands exempted
limited partnership (the "Borrower"), HEREBY PROMISES TO PAY to the order of
BANKERS TRUST COMPANY (the "Bank") the principal sum of THIRTY MILLION DOLLARS
(U.S.$30,000,000) or, if less, the unpaid principal amount of all borrowings
made by the Borrower from the Bank pursuant to the Line Letter (as defined
below), payable, in the case of each such borrowing, on the first to occur of
(x) October 28, 1998 or (y) the Line Expiry Date as defined in the Line Letter
referenced below (with such earlier date being herein called the "Final
Maturity Date"). Furthermore, the entire principal amount of this Promissory
Note shall be due and payable as provided in the fourth succeeding paragraph
hereof. Unless otherwise defined herein, all capitalized terms used herein and
defined in the Line Letter are used herein as therein defined.

The Borrower also promises to pay interest (computed on the basis of a
year of 365 days and the actual number of days elapsed) on the principal amount
of each borrowing evidenced by this Promissory Note from the date of the making
thereof until the relevant Maturity Date with respect thereto at a fluctuating
rate per annum equal to the Base Rate as in effect from time to time, which
interest shall be payable in arrears on the last Business Day (as defined
below) of each calendar month and, with respect to each borrowing, on the
Maturity Date thereof or upon any earlier repayment in full thereof. As used
herein, (w) the term "Base Rate" at any time shall mean the higher of (i) the
rate which is 1/2 of 1% in excess of the Federal Funds Rate at such time and
(ii) the Prime Lending Rate at such time, (x) the term "Federal Funds Rate"
shall mean, for any period, a fluctuating interest rate equal for each day
during such period to the weighted average of the rates on overnight Federal
Funds transactions with members of the Federal Reserve System arranged by
Federal Funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Bank from 3 Federal Funds brokers of recognized standing
selected by the Bank, (y) "Business Day" shall mean any day excluding Saturday,
Sunday and any other day on which banks are required or authorized to close in
New York City and (z) the term "Prime Lending Rate" shall mean the rate which
the Bank announces from time to time as its prime lending rate, as in effect
from time to time. The Prime Lending Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
The Bank may make commercial loans or other loans at rates of interest at,
above or below the Base Rate or the Prime Lending Rate. The Borrower will pay
interest on the principal amount hereof after maturity and, to the extent
permitted by law, on any overdue interest until paid in each case, at a
fluctuating rate equal to 2% above the Base Rate as in effect from time to
time. After the Final Maturity Date, interest shall be payable on demand.

All amounts owing pursuant to this Promissory Note are expressed in,
and payable in, U.S. dollars. Principal, interest, and all other amounts
payable hereunder are payable

<PAGE> 2

in lawful money of the United States of America to the Bank at One Bankers
Trust Plaza, New York, New York 10006 or such other lending office as it may
designate in writing from time to time, in freely transferable, immediately
available funds. The Borrower's obligations hereunder to make payments in U.S.
dollars (the "Obligation Currency") shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Bank (or its
respective assigns) of the full amount of the Obligation Currency expressed to
be payable hereunder. If for the purpose of obtaining or enforcing judgment
against the Borrower in any court or in any jurisdiction, it becomes necessary
to convert into or from any currency other than the Obligation Currency (such
other currency being hereinafter referred to as the "Judgment Currency") an
amount due in the Obligation Currency, the conversion shall be made at the rate
of exchange (as quoted by the Bank or if the Bank does not quote a rate of
exchange on such currency, by a known dealer in such currency designated by the
Bank) determined, in each case, as of the day on which the judgment is given
(such Business Day being hereinafter referred to as the "Judgment Currency
Conversion Date"). If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount) as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date. For purposes of determining any rate of exchange pursuant to this
paragraph, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.

This Promissory Note evidences indebtedness of the Borrower in respect
of borrowings made by the Borrower from the Bank pursuant to the letter dated
as of October 9, 1998 from the Bank to the Borrower (the "Line Letter"). This
Promissory Note is guaranteed by Hicks, Muse, Tate & Furst Equity Fund IV,
L.P., a Delaware limited partnership (the "Guarantor") pursuant to a Guaranty
dated as of October 9, 1998 (as same may be amended or modified from time to
time in accordance with the provisions thereof, the "Guaranty") and is entitled
to the benefits thereof.

If (i) any principal amount of or interest payable on this Promissory
Note is not made on the date required for such payment and, in the case of
interest only, such failure shall continue unremedied for 2 or more consecutive
Business Days; or (ii) the Borrower or the Guarantor fails to make payment
(whether at scheduled maturity, by acceleration or otherwise) on any other debt
for borrowed money on the date specified (inclusive of any grace period
permitted) for such payment in an aggregate principal amount of at least
$100,000 in the case of the Borrower or $3,000,000 in the case of the
Guarantor; or (iii) the Borrower or the Guarantor commences any proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or the
Guarantor, or there is commenced against the Borrower or the Guarantor any such
proceeding which remains

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<PAGE> 3

undismissed for a period of 60 days, or the Borrower or the Guarantor becomes
insolvent or admits in writing its inability, or is unable, to pay its debts as
they mature or is adjudicated insolvent or bankrupt, or any order of relief or
other order approving any such case or proceeding is entered, or a custodian is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or the Guarantor, or the Borrower or the Guarantor suffers any
appointment of any custodian or the like for it or any substantial part of its
property and such appointment shall continue undischarged or unstayed for a
period of 60 days, or the Borrower or the Guarantor makes a general assignment
for the benefit of creditors, or any action is taken by the Borrower or the
Guarantor for the purpose of effecting any of the foregoing; or (iv) any
representation or warranty made by the Borrower in this Promissory Note or in
any certificate delivered pursuant hereto, or by the Guarantor in the Guaranty,
shall prove to be untrue in any material respect on the date as of which made
or being made; or (v) the Borrower shall default in the due performance or
observance by it of any other term, covenant or agreement on its part contained
in this Promissory Note and, in the case of this clause (v), such Default shall
continue unremedied for 10 days after written notice thereof is given to the
Borrower by the Bank; or (vi) the Guaranty shall cease to be in full force or
effect as to the Guarantor, or the Guarantor or any person acting by or on
behalf of the Guarantor shall deny or disaffirm the Guarantor's obligations
under the Guaranty, or the Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Guaranty; or (vii) the Borrower or the Guarantor is
required to register under the Investment Company Act of 1940, as amended; then
in any such case (with each such event described above, after giving effect to
any requirements for notice or lapse of time as specified above, being herein
defined as an "Event of Default") the holder of this Promissory Note may upon
notice to the Borrower declare this Promissory Note and all amounts due hereon
or hereunder to be due and payable whereupon the same shall become immediately
due and payable; provided that if any event of the type described in clause
(iii) above shall have occurred, the result which would occur upon the giving
of written notice by the holder of this Promissory Note to the Borrower as
provided above shall occur automatically without the giving of any such notice.
As used herein, the term "Default" shall mean any event which, with notice or
lapse of time, or both, would constitute an Event of Default.

Any payment hereunder which is stated to be due on a day which is not
a Business Day shall be due and payable on the next succeeding Business Day and
such extension of time should be included in the computation of interest in
connection with such payment. The Borrower waives any requirement of
presentment, protest, notice of dishonor or further notice of any kind in
connection with the enforcement of this Promissory Note and agrees to pay all
costs and expenses of enforcement hereof.

All payments made by, or on behalf of, the Borrower hereunder and
under the Line Letter will be made without setoff, counterclaim or other
defense. All such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income or net profits of the Bank (or its subsequent
assigns) pursuant to the laws of the United States of

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<PAGE> 4
America, the jurisdiction in which it is organized or the jurisdiction in which
the principal office or applicable lending office of the Bank (or the
respective assignee) is located or any subdivision thereof or therein) and all
interest, penalties or similar liabilities with respect to such non-excluded
taxes, levies, imposts, duties, fees, assessments or other charges (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as "Taxes"). If any Taxes are so levied or
imposed, the Borrower agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Promissory Note and under the Line Letter, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for in this Promissory Note or the Line Letter, as the case may be.
The Borrower will furnish to the Bank within 45 days after the date the payment
of any Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless the Bank (and its subsequent assigns), and reimburse the Bank
(and its subsequent assigns) upon its written request, for the amount of any
Taxes so levied or imposed and paid by the Bank (or the respective assignee).

To induce the Bank to make available the borrowings evidenced by this
Promissory Note, the Borrower hereby represents and warrants to the Bank, both
on the date of this Promissory Note and as of the date of each borrowing
evidenced by this Promissory Note, as follows:

(i) this Promissory Note has been duly authorized, executed and
delivered on behalf of the Borrower and constitutes a legal, valid and
binding obligation of the Borrower enforceable in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to
or affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing;

(ii) except to the extent previously obtained and remaining in
full force and effect, no consent of any other person (including, without
limitation, any stockholder, member, limited or general partner or creditor
of the Borrower) and no consent, license, permit, approval or authorization
of, exemption, notice or report to, or registration, filing or declaration
with, any governmental authority is required to be obtained by the Borrower
in connection with (a) the execution, delivery and performance of this
Promissory Note or the borrowings evidenced hereby or (b) the validity or
enforceability of this Promissory Note;

(iii) the execution, delivery and performance of this Promissory
Note does not violate any provision of any applicable law or regulation
(including without limitation Regulations U and X of the Board of Governors
of the Federal Reserve System and the Investment Company Act of 1940, as
amended) or of any order, judgment, writ or law or decree of any court,
arbitration or domestic or foreign governmental authority, or of the
Partnership Agreement, as amended from time to time, of the Borrower or of
any material agreement or instrument to which the Borrower is a party or
which purports to be binding

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<PAGE> 5

upon the Borrower or any of its assets and will not result in the creation
or imposition of a lien or encumbrance on any of the assets of the
Borrower;

(iv) all borrowings evidenced by this Promissory Note shall be
incurred solely for the purpose of providing interim financing to the
extent necessary to (x) consummate the open-market purchases by the
Borrower of common stock of Triton or (y) pay the upfront fee of $50,000
payable to the Bank under the Line Letter and the fees and expenses of
White & Case LLP, in each case prior to the receipt by the Borrower of
Capital Contributions in accordance with the requirements of the
Partnership Agreement, and no borrowing shall be incurred by the Borrower
as evidenced by this Promissory Note unless same is in compliance with all
terms and conditions of the Partnership Agreement, as in effect from time
to time;

(v) at the time of each borrowing evidenced by this Promissory
Note, the Borrower shall reasonably believe that such borrowing will be
repaid from its receipt of Capital Contributions which will actually be
made to the Borrower within 7 Business Days after the date of the
respective borrowing in accordance with the requirements of the Partnership
Agreement;

(vi) prior to the date of this Promissory Note, the Borrower has
furnished to the Bank a true and correct copy of the Partnership Agreement,
which as of the date of this Promissory Note has not been amended (except
as heretofore disclosed to the Bank) after the date thereof;

(vii) prior to the date of this Promissory Note, the Borrower has
furnished to the Bank a true and correct copy of an organizational chart
with respect to the Borrower, showing all direct and indirect owners of
equity interests therein, and showing the percentage interest held by the
various partners of the Borrower, which organization chart shall be
certified as true and correct by an officer of the Borrower;

(viii) the Borrower is not required to register as an
"investment company" pursuant to the Investment Company Act of 1940, as
amended;

(ix) on September 30, 1998, the Borrower purchased for aggregate
consideration of approximately $127 million cash, 1,822,500 shares of 8%
convertible preferred stock of Triton, which convertible preferred stock
(the "Existing Borrower Convertible Preferred Stock") is held by the
Borrower as an asset of the Borrower, subject to no claims or liens
whatsoever;

(x) at the time of each borrowing evidenced by this Promissory
Note, and at all times prior to the Final Maturity Date, (A) the Borrower
shall have no significant assets other than (i) cash and cash equivalents,
(ii) shares of the Existing Borrower Convertible Preferred Stock, (iii) the
Borrower's rights to require the rights offering as described in clause (B)
(ii) below and to purchase shares offered pursuant thereto to the extent
not subscribed to by existing shareholders of Triton and (iv) shares of
common stock of Triton purchased from time to time by the Borrower and (B)
the Borrower shall

-5-

<PAGE> 6

have no liabilities other than (i) liabilities pursuant to the Line Letter
and this Promissory Note, (ii) the obligation of the Borrower to purchase
up to $223 million of convertible preferred stock of Triton to be issued
pursuant to a rights offering, to the extent not subscribed to by existing
shareholders of Triton on a pro rata basis, as contemplated by the
agreement between the Borrower and Triton dated August 31, 1998, a true and
correct copy of which has been furnished to the Bank prior to the initial
borrowing under this Promissory Note, (iii) the obligation of the Borrower
to pay a fee to the Guarantor, in connection with its execution and
delivery of the Guaranty, in an amount equal to 1/2 of 1% per annum of the
outstanding principal amount of borrowings from time to time pursuant to
this Promissory Note and (iv) obligations of the Borrower to settle stock
purchases (including commissions and broker's fees and expenses) made by
the Borrower as described above in this paragraph;

(xi) at the time of the initial borrowing pursuant to this
Promissory Note, the Borrower shall have delivered to the Bank a duly
completed Form U-1 referred to in Regulation U of the Board of Governors of
the Federal Reserve System ("Regulation U"), which Form U-1 the Bank shall
be able in good faith to complete, showing that $30,000,000 aggregate
principal amount of borrowings may be extended and evidenced by this
Promissory Note in compliance with the collateral valuation requirements of
Regulation U; and

(xii) no Default or Event of Default is in existence (or will be
in existence immediately after giving effect to the respective borrowing)
pursuant to this Promissory Note.

Furthermore, to induce the Bank to make the extensions of credit
evidenced by this Promissory Note, the Borrower hereby covenants and agrees as
follows for the benefit of the Bank, which covenants and agreements shall
remain in full force and effect from the date hereof until the Line Expiry Date
and the repayment of all amounts evidenced by this Promissory Note:

(i) the Borrower will furnish to the Bank any information which
the Bank may from time to time reasonably request;

(ii) the Borrower will not agree to, or permit, any amendment or
modification to the Partnership Agreement without the prior written consent
of the Bank;

(iii) the Borrower will make no distributions of any type
whatsoever to any of its partners (whether limited or general partners);

(iv) the Borrower shall not incur, assume or suffer to exist
any indebtedness for (or direct or indirect guarantees of indebtedness for)
money borrowed or evidenced by any promissory note, debenture, instrument
or security, except for indebtedness evidenced by this Promissory Note, and
the Borrower shall not incur, assume or suffer to exist any other material
liabilities except as specifically described in clause (x)(B) of the
immediately preceding paragraph;

-6-
<PAGE> 7

(v) The Borrower will not incur, assume or suffer to exist any
lien on any of its assets or properties, except liens for taxes,
assessments or governmental charges which are not yet due or which are
being contested in good faith; and

(vi) the Borrower will at all times continue to own, subject to
no liens or competing claims, the Existing Borrower Convertible Preferred
Stock and all shares of common stock of Triton from time to time purchased
with proceeds of borrowings pursuant to this Promissory Note.

This Promissory Note shall be governed by, and for all purposes
construed in accordance with, the laws of the State of New York and applicable
federal law, and shall be binding on the Borrower and its successors and
assigns.

Any action or proceeding by the Borrower against the Bank in
connection with this Promissory Note shall be brought, and any action or
proceeding by the Bank against the Borrower in connection with this Promissory
Note may be (but shall not be required to be) brought, in a court of record of
the State of New York, County of New York, or the United States District Court
for the Southern District of New York. The Borrower further irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to the Borrower at its address specified
opposite its signature below, such service to become effective 30 days after
such mailing. Nothing herein shall affect the right of the Bank (or its
successive assigns) to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction. In any suit, action or proceeding relating to this
Promissory Note, the Borrower and the Bank hereby waive trial by jury, any
claim for consequential, punitive or special damages, and any objection which
it may now or hereafter have to the laying of the venue of any suit, action or
proceeding brought in any inconvenient forum, to the extent that such action is
brought in a court described in the first sentence of this paragraph.

In addition to any rights now or hereafter granted under applicable
law or otherwise, upon default in payment hereof or hereunder the Bank is
hereby authorized at any time and from time to time without notice to the
Borrower to set off and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by the Bank to or for the credit
or account of the Borrower against and on account of the obligations of the
Borrower under this Promissory Note, irrespective of whether or not the Bank
shall have made any demand hereunder and although said liabilities or claims,
or any of them, shall be contingent or unmatured.

The Bank (or the respective assignee) shall note on the grid attached
to this Promissory Note each borrowing made pursuant hereto and each payment in
respect thereof and will prior to any transfer of the Note endorse on the
payment grid the outstanding principal amount of borrowings evidenced thereby,
although any failure to make any such notation shall not affect the Borrower's
obligations in respect of the borrowings pursuant to this Promissory Note.

-7-
<PAGE> 8

No failure or delay on the part of the Bank or the holder of this
Promissory Note in exercising any right or remedy hereunder and no course of
dealing between the Borrower and the Bank or the holder of this Promissory Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy under this Promissory Note preclude any other or further
exercise thereof or the exercise of any other right or remedy hereunder. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any rights or remedies which the Bank or the holder of this Promissory Note
would otherwise have.

-8-

<PAGE> 9

All notices and other communications provided for hereunder shall be
in writing (including telex or telecopier communication) and mailed, telexed,
telecopied or delivered, if to the Bank, at: Bankers Trust Company, One Bankers
Trust Plaza, New York, NY 10006, Attention: Mary Kathryn Lynch, and, if to the
Borrower, the Borrower's address specified opposite its signature below, or, in
the case of either the Bank or the Borrower, at such other address as shall be
designated by such party in a written notice to the other such party hereto.
All such notices and communications shall be effective when delivered as
required above.

The Bank (and its assignees) shall be entitled to assign or sell an
interest in this Promissory Note (in which case the respective assignee shall
be entitled to all rights of the Bank hereunder with respect to the assigned
portion of this Promissory Note) provided that (x) at any time when no Event of
Default is then in existence, the consent of the Borrower (not to be
unreasonably withheld or delayed) shall be required and (y) the Borrower shall
not be obligated to pay any increased Taxes resulting from any such assignment
or sale (although the Borrower will be obligated to pay any increased Taxes
first arising as a result of a change in law, rule or regulation, or an
introduction of a new law, rule or regulation, after the date of any such
assignment or sale). Without the prior written consent of the Bank, the
Borrower may not assign any of its rights, duties or obligations under this
Promissory Note.

No provision of this Promissory Note may be waived, modified or
discharged orally, by course of dealing or otherwise, except in writing duly
executed by the holder hereof and the Borrower.

c/o Hicks, Muse, Tate HM4 TRITON, L.P.
& Furst Incorporated
200 Crescent Court, Suite 1600 By: HM Fund IV Cayman, LLC,
Dallas, Texas 75201 its general partner
Attn: Chief Financial Officer/
General Counsel
By: /s/ Michael D. Salim
---------------------------------
Name: Michael D. Salim
Title: Chief Financial Officer and
Senior Vice President

<PAGE> 1
EXHIBIT 24.2

POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lawrence D. Stuart, Jr., Michael D. Salim, and David W.
Knickel, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the
rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as October 9, 1998.

HM4/GP PARTNERS CAYMAN, L.P.

By: HM GP PARTNERS IV CAYMAN, L.P., its general
partner

By: HM FUND IV CAYMAN, LLC, its general
partner

Dated: 10/9/98 By: /s/ MICHAEL D. SALIM
---------------------- ------------------------------
Michael D. Salim, Chief Financial
and Administrative Officer, Senior
Vice President and General Counsel

<PAGE> 1
EXHIBIT 24.3

POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G

The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as October 9, 1998.

HM GP PARTNERS IV CAYMAN, L.P.

By: HM FUND IV CAYMAN, LLC,
its general partner

Dated: 10/9/98 By: /s/ MICHAEL D. SALIM
---------------------- ------------------------------
Michael D. Salim, Chief Financial
and Administrative Officer, Senior
Vice President and General Counsel

<PAGE> 1
EXHIBIT 24.4

POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G

The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as October 9, 1998.

HM FUND IV CAYMAN, LLC

Dated: 10/9/98 By: /s/ MICHAEL D. SALIM
---------------------- ------------------------------
Michael D. Salim, Chief Financial
and Administrative Officer, Senior
Vice President and General Counsel

<PAGE> 1
EXHIBIT 24.5

POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G

The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as October 12, 1998.

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

Dated: 10/12/98 By: /s/ MICHAEL D. SALIM
---------------------- ------------------------------
Michael D. Salim, Chief Financial
and Administrative Officer, Senior
Vice President and General Counsel

<PAGE> 1
EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities and Exchange Act
of 1934, as amended, the parties named below agree to joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the Ordinary Shares
of Triton Energy Limited.

PARTIES

Dated October 12, 1998 HM4 TRITON, L.P.
---