SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER: 1-7864
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1151855
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
6688 N. CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75206
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (214) 691-5200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
<S> <C>
Number of Shares
Title of Each Class of Common Stock Outstanding at October 31, 1995
Common Stock, par value $1.00 per share 35,859,435
-------------------------------
</TABLE>
TRITON ENERGY CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Consolidated Condensed Statements of Operations -
Three and nine months ended September 30, 1995 and 1994 2
Consolidated Condensed Balance Sheets -
September 30, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 1995 and 1994 4
Consolidated Condensed Statement of Stockholders' Equity -
Nine months ended September 30, 1995 5
Notes to Consolidated Condensed Financial Statements 6
Review of Independent Accountants 11
Review Report of Independent Accountants 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 21
</TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
Revenues:
Sales and other operating revenues $ 32,586 $ 8,637 $ 80,841 $ 24,510
Other income 4,261 2,000 17,255 9,074
)
36,847 10,637 98,096 33,584
Costs and expenses:
Operating 10,106 4,442 27,210 15,717
General and administrative 6,390 6,425 18,982 21,821
Depreciation, depletion and amortization 7,129 3,238 17,597 10,680
Writedown of assets --- 984 --- 14,716
Interest 6,700 2,629 18,210 7,921
Equity in (earnings) loss of affiliates, net 1,791 (431) 1,014 (1,534)
Foreign exchange (gain) loss (778) (36) (773) 184
31,338 17,251 82,240 69,505
Earnings (loss) from continuing operations
before income taxes, minority interest and
discontinued operations 5,509 (6,614) 15,856 (35,921)
Income tax provision:
Current 921 71 921 (2,167)
Deferred 3,309 859 9,002 1,531
1,279 (7,544) 5,933 (35,285)
Minority interest in (earnings) loss of subsidiaries --- (56) --- 1,864
Earnings (loss) from continuing operations 1,279 (7,600) 5,933 (33,421)
Discontinued operations:
Loss from operations --- (270) (1,858) (1,683)
Loss on disposal --- --- (1,963) (650)
Net earnings (loss) 1,279 (7,870) 2,112 (35,754)
Dividends on preferred stock 353 449 802 449
Earnings (loss) applicable to common stock $ 926 $(8,319) $ 1,310 $(36,203)
Weighted average number of shares outstanding 35,221 34,935 35,088 34,901
Earnings (loss) per common share:
Continuing operations $ 0.03 $ (0.23) $ 0.15 $ (0.97)
Discontinued operations --- (0.01) (0.11) (0.07)
Net earnings (loss) $ 0.03 $ (0.24) $ 0.04 $ (1.04)
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30,
ASSETS 1995 DECEMBER 31,
(UNAUDITED) 1994
Current assets:
Cash and equivalents $ 75,989 $ 22,341
Short-term marketable securities 57,338 26,657
Receivables 33,122 20,241
Inventories, prepaid expenses and other 5,927 4,638
Total current assets 172,376 73,877
Long-term marketable securities 3,930 23,264
Property and equipment, at cost, less accumulated depreciation and
depletion of $261,504 and $493,050, respectively 465,816 399,658
Investments and other assets 185,033 122,402
$ 827,155 $ 619,201
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 1,313 $ 257
Short-term borrowings --- 17,351
Accounts payable and accrued liabilities 35,273 26,608
Total current liabilities 36,586 44,216
Long-term debt, excluding current installments 404,944 315,258
Deferred income taxes 26,137 14,672
Deferred income and other 116,276 7,860
Convertible debentures due to employees --- ---
Stockholders' equity:
Preferred stock, no par value 14,119 17,976
Common stock, par value $1 35,871 35,577
Additional paid-in capital 514,266 505,256
Accumulated deficit (311,902) (314,014)
Foreign currency translation adjustment (8,519) (5,639)
Other (281) (1,384)
243,554 237,772
Less cost of common stock in treasury 342 577
Total stockholders' equity 243,212 237,195
Commitments and contingencies (Note 7)
$ 827,155 $ 619,201
</TABLE>
The Company uses the full cost method to account for its oil and gas producing
activities.
See accompanying notes to consolidated condensed financial statements.
<PAGE>
TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
1995 1994
Cash flows from operating activities:
Net earnings (loss) $ 2,112 $ (35,754)
Adjustments to reconcile net earnings (loss) to net cash provided
(used) by operating activities:
Depreciation, depletion and amortization 17,848 10,987
Amortization of debt discount 18,090 8,148
Proceeds from forward oil sale 86,610 ---
Amortization of unearned revenue (2,702) ---
Gain on sale of Triton France (3,496) ---
Equity in (earnings) losses of affiliates 1,014 (1,534)
Writedown of assets --- 14,716
Deferred income taxes, minority interest and other 12,253 1,746
Changes in working capital pertaining to operating activities (3,020) (3,906)
Net cash provided (used) by operating activities 128,709 (5,597)
Cash flows from investing activities:
Capital expenditures and investments (122,377) (99,524)
Purchases of investments and marketable securities (42,365) (195,586)
Proceeds from sale of investments and marketable securities 26,050 106,217
Proceeds from sale of Triton France 16,003 ---
Proceeds from sale of discontinued operations 2,100 18,450
Other (5,001) (5,741)
Net cash provided (used) by investing activities (125,590) (176,184)
Cash flows from financing activities:
Proceeds from short-term borrowings with maturities
greater than three months --- 7,989
Short-term borrowings, net (10,000) (2,780)
Proceeds from long-term debt 61,427 329
Payments on long-term debt (2,048) (449)
Payments on debt of discontinued operations (2,004) (23,045)
Issuance of common stock 6,606 880
Other (1,981) (410)
Net cash provided (used) by financing activities 52,000 (17,486)
Effect of exchange rate changes on cash and equivalents (1,471) 525
Net increase (decrease) in cash and equivalents 53,648 (198,742)
Cash and equivalents at beginning of period 22,341 219,677
Cash and equivalents at end of period $ 75,989 $ 20,935
</TABLE>
See accompanying notes to consolidated condensed financial statements.
TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONAL TOTAL
PREFERRED COMMON PAID-IN ACCUMULATED TREASURY STOCKHOLDERS'
STOCK STOCK CAPITAL DEFICIT OTHER STOCK EQUITY
Balances at
December 31, 1994 $ 17,976 $35,577 $ 505,256 $ (314,014) $(7,023) $ (577) $ 237,195
Net income --- --- --- 2,112 --- --- 2,112
Foreign currency translation
adjustment --- --- --- --- 388 --- 388
Sale of Triton France S.A. --- --- --- --- (3,268) --- (3,268)
Dividends on preferred stock --- --- (802) --- --- --- (802)
Conversion of preferred stock (3,857) 112 3,745 --- --- --- ---
Exercise of employee stock
options and debentures --- 182 6,117 --- --- --- 6,299
Other --- --- (50) --- 1,103 235 1,288
Balances at
September 30, 1995 $ 14,119 $35,871 $ 514,266 $ (311,902) $(8,800) $ (342) $ 243,212
</TABLE>
See accompanying notes to consolidated financial statements.
TRITON ENERGY CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL
Effective January 1, 1995 the Company changed its fiscal year end from May 31
to December 31. The consolidated condensed financial statements reflect the
Company's financial position, results of operations and cash flows for the
three and nine months ended September 30, 1995 and the restated three and nine
months ended September 30, 1994. The Company has also restated the Statements
of Operations for the three and nine months ended September 30, 1994 to
reflect the aviation sales and services segment as discontinued operations.
See note 3.
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements of Triton Energy Corporation and subsidiaries
(collectively, the "Company") contain all adjustments of a normal recurring
nature necessary to present fairly the Company's financial position as of
September 30, 1995, and the results of its operations for the three and nine
months ended September 30, 1995 and 1994, its cash flows for the nine months
ended September 30, 1995 and 1994 and stockholders' equity for the nine months
ended September 30, 1995. The results of operations for the three and nine
months ended September 30, 1995 and 1994, are not necessarily indicative of
the final results to be expected for the full year.
The consolidated condensed financial statements should be read in conjunction
with the Notes to Consolidated Financial Statements, which are included as
part of the Company's Current Report on Form 8-K dated August 24, 1995 for the
seven months ended December 31, 1994.
Certain previously reported financial information has been reclassified to
conform to the current period's presentation.
2. FORWARD SALE OF COLOMBIAN OIL PRODUCTION
On May 26, 1995, the Company sold 10.4 million barrels of oil in a forward
oil sale. Under the terms of the sale, the Company received approximately $87
million of the approximately $124 million net proceeds, and is entitled to
receive substantially all of the remaining proceeds (now held in various
interest-bearing reserve accounts) when the Company's Cusiana and Cupiagua
fields project in Colombia becomes self-financing, which is expected in 1997,
and when certain other conditions are met. The proceeds held in
interest-bearing reserve accounts have been recorded as long-term receivables
($35.6 million at September 30, 1995). The Company has recorded the net
proceeds as deferred income ($8.1 million and $109.8 million in short-term and
long-term, respectively, at September 30, 1995) and will recognize such
revenue when the barrels are delivered during a five-year period that began in
June 1995. The volumes sold in the forward oil sale represent approximately
15% of the Company's currently projected Cusiana and Cupiagua production over
the five-year period.
The oil was sold to an unrelated entity. Morgan Guaranty Trust Company of New
York ("Morgan Guaranty") has agreed to purchase the oil delivered by the
Company to the unrelated entity at a fixed price.
The Company entered into a separate agreement to purchase such crude oil from
Morgan Guaranty at a price per barrel equal to the then current market price
of West Texas Intermediate ("WTI") minus $2.50. This agreement has since been
terminated. See note 8.
Morgan Guaranty also agreed to purchase up to $40 million of additional
production on a forward sale basis in the event that the Company is otherwise
unable to meet its cash call obligations in respect of the Cusiana and
Cupiagua fields project. The number of barrels would be determined based on a
formula intended to reflect their fair market value. The Company does not
expect, however, to sell any production under this agreement.
The purchase prices and other terms of the transaction were determined by
arm's-length negotiations among the Company, J.P. Morgan Securities Inc.,
Morgan Guaranty and the unrelated entity. The prices reflect the various
parties' mutual agreement as to present fair market value of the barrels of
oil to be delivered, taking into account such factors as quality relative to
WTI, transportation costs and timing of deliveries.
3. DISPOSITIONS AND DISCONTINUED AVIATION OPERATIONS
On August 18, 1995, the Company sold Triton France S.A. through which it held
its interest in the Villeperdue field to the operator of the field, Coparex
International. The Company received net proceeds, including repayment of
intercompany debt, of approximately $16 million and realized a net gain of
approximately $3.5 million and a reduction in equity of approximately $3.3
million for the foreign currency translation adjustment.
In June 1995, the Company sold the assets of its subsidiary, Jet East, Inc.,
for $2.9 million in cash and a note. The Company realized a loss of $1.4
million on the sale. The Company also accrued $.6 million for estimated
losses associated with final disposal of the aviation segment. The remaining
assets of the aviation segment were sold in August 1995. Revenues from the
aviation sales and services segment for the three months ended September 30,
1994 were $2.8 million and for the nine months ended September 30, 1995 and
1994 were $4.7 million and $8.5 million, respectively.
In March 1995, Crusader Ltd. ("Crusader"), a 49.9% affiliate of the Company,
completed the sale of Saracen Minerals for proceeds of $14.3 million. This
sale resulted in a net gain to the Company of approximately $3.8 million.
<PAGE>
4. PETROLEUM PRICE RISK MANAGEMENT
In anticipation of entering into the forward oil sale, the Company entered
into five year commodity swap agreements in April and May 1995, to hedge price
risk associated with the portion of the Company's oil production in Colombia
expected to be sold in the forward oil sale. Sales of the Company's Colombian
production are priced with reference to WTI. The swap agreements, which were
entered into with a counterparty with a "AAA" credit rating, fixed a WTI price
benchmark of $18.42 per barrel on approximately 10.4 million barrels.
Simultaneously, the Company purchased from the same institution call options
to retain the ability to benefit from future WTI price increases above $20.42
per barrel. The volumes and expiration dates on the call options coincide
with the volumes and delivery dates under the swap agreements.
Prior to completion of the forward oil sale, the swap and call agreements had
been accounted for as hedging transactions. Upon completion of the forward
oil sale, as a result of which the swap agreements were superseded, the call
options were recorded as a separate investment at their then fair market value
of $9.3 million. As a result of this accounting treatment, fluctuations in
the value of the call options affect other income as noncash adjustments.
The Company recorded noncash charges of $2.7 million and $3.2 million in the
three months and nine months ended September 30, 1995, respectively.
In September 1995, the Company entered into a commodity swap agreement with
an "A" rated counterparty to hedge price risk associated with the Company's
oil production in Colombia. The agreement fixes a WTI crude oil benchmark at
$18.00 per barrel on 225,000 barrels of oil to be produced during the period
from October 1, 1995 through December 31, 1995. The commodity swap agreement
is accounted for as a hedge.
5. WRITEDOWN OF ASSETS
During the nine months ended September 30, 1994, the carrying amount of the
Company's evaluated oil properties in France, Indonesia and the United States
were written down by $11.2 million, $2 million and $1 million, respectively,
principally as a result of lower oil prices used in the calculation of the
ceiling limitation prescribed by the Securities and Exchange Commission (the
"Commission").
6. LONG-TERM DEBT
On March 30, 1995, the Company signed a $65 million bank revolving credit
facility. Borrowings bear interest at various rates either based on prime or
the London Interbank Offered Rate and mature in October 1997. The facility is
secured by the Company's marketable securities portfolio and Crusader common
stock owned by the Company. As of September 30, 1995, the Company had
borrowed $61.4 million and issued a letter of credit for $2.8 million under
the facility.
7. COMMITMENTS AND CONTINGENCIES
COMMITMENTS
The Company is currently involved in the development of significant
discoveries in the Cusiana and Cupiagua fields (the "Fields") in Colombia and
has begun appraisal/exploratory drilling in Block A-18 of the
Malaysia-Thailand Joint Development Area. The Company's capital budget for
the year ending December 31, 1995 is approximately $175 million, excluding
capitalized interest, of which approximately $100 million relates to the
Fields and $29 million relates to Block A-18. Capital requirements for full
field development of the Fields are expected to continue at substantial levels
into 1997 and capital requirements for exploration and development relating to
Block A-18 are expected to increase significantly into 1998. The Company
expects to meet capital needs in the future with a combination of some or all
of the following - cash flow from its Colombian operations, cash on hand and
marketable securities, available credit facilities, asset sales, and the
issuance of debt and equity securities.
During the normal course of business, the Company is subject to the terms of
various operating agreements and capital commitments associated with the
exploration and development of its oil and gas properties. Many of these
commitments are discretionary on the part of the Company. It is management's
belief that such commitments, including the capital requirements in Colombia
and Malaysia-Thailand discussed above, will be met without any material
adverse effect on the Company's operations or consolidated financial
condition.
GUARANTEES
At September 30, 1995, the Company had guaranteed loans of approximately $6.9
million for a Colombian pipeline company in which the Company has an ownership
interest and guaranteed performance of $11 million in future exploration
expenditures in various countries. These commitments are backed by letters of
credit and bank guarantees.
REGULATORY MATTERS
The Company continues to cooperate with inquiries by the Commission and the
Department of Justice (the "Department") regarding possible violations of the
Foreign Corrupt Practices Act in connection with the Company's operations in
Indonesia. Based upon the information available to the Company to date, the
Company believes that it will be able to resolve any issues that either the
Commission or the Department ultimately might raise concerning these matters
in a manner that would not have a material adverse effect on the Company's
operations or consolidated financial condition.
LITIGATION
The Company is subject to litigation that is incidental to its business, none
of which is expected to have a material adverse effect on the Company's
operations or consolidated financial condition. (See Part II, Item 1. Legal
Proceedings.)
8. SUBSEQUENT EVENT
In October 1995, the Company and Morgan Guaranty Trust Company of New York
agreed to terminate an agreement entered into simultaneously with the May 1995
forward sale of 10.4 million barrels of its Colombian production. Under the
agreement, the Company purchased oil delivered under the forward oil sale from
Morgan Guaranty Trust Company of New York at current market prices less $2.50
at the time of delivery.
REVIEW OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, independent accountants, have reviewed the consolidated
condensed balance sheet as of September 30, 1995, and the related consolidated
condensed statements of operations for the three months and nine months ended
September 30, 1995 and 1994, the consolidated condensed statements of cash
flows for the nine months ended September 30, 1995 and 1994, and the
consolidated condensed statement of stockholders' equity for the nine months
ended September 30, 1995, included in this report. Such reviews were made in
accordance with standards established by the American Institute of Certified
Public Accountants. See accompanying Report of Independent Accountants.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors and Shareholders of
Triton Energy Corporation
We have reviewed the accompanying consolidated condensed balance sheet of
Triton Energy Corporation and subsidiaries as of September 30, 1995, the
related consolidated condensed statements of operations for the three and nine
months ended September 30, 1995 and 1994, the consolidated condensed
statements of cash flows for the nine months ended September 30, 1995 and 1994
and the consolidated condensed statement of stockholders' equity for the nine
months ended September 30, 1995. This financial information is the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying interim financial information for it to be
in conformity with generally accepted accounting principles.
We previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the
related consolidated statements of operations, of stockholders' equity and of
cash flows for the seven months ended December 31, 1994 (not presented
herein), and in our report dated February 14, 1995, we expressed an
unqualified opinion on those consolidated financial statements. Our report
included a paragraph explaining that the Company changed its method of
accounting for investments in marketable securities at May 31, 1994 and income
taxes in 1993. In our opinion, the information set forth in the accompanying
consolidated condensed balance sheet as of December 31, 1994, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.
PRICE WATERHOUSE LLP
Dallas, Texas
October 31, 1995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity, Capital Requirements and Funding Alternatives
Cash, cash equivalents and marketable securities totaled $137.3 million
and $72.3 million at September 30, 1995 and December 31, 1994, respectively.
Working capital was $135.8 million at September 30, 1995, an increase of $106
million from December 31, 1994.
On May 26, 1995, the Company sold 10.4 million barrels of oil in a
forward oil sale. Under the terms of the sale, the Company received
approximately $87 million of the approximately $124 million net proceeds, and
is entitled to receive substantially all of the remaining proceeds (now held
in various interest-bearing reserve accounts) when the Company's Cusiana and
Cupiagua fields project in Colombia becomes self-financing, which is expected
in 1997, and when certain other conditions are met. The barrels represent
approximately 15% of the Company's currently projected Cusiana and Cupiagua
production over the five year delivery period that began in June 1995. The
forward oil sale increased working capital by $77.5 million.
As part of the forward oil sale transaction, Morgan Guaranty agreed to
purchase up to $40 million of additional production on a forward sale basis in
the event that the Company is otherwise unable to meet its cash call
obligations in respect of the Cusiana and Cupiagua fields project. The number
of barrels would be determined based on a formula intended to reflect their
fair market value. The Company does not expect, however, to sell any
production under this agreement.
During the nine months ended September 30, 1995, the Company repaid $25
million of short-term debt, and borrowed $61.4 million and issued a letter of
credit for $2.8 million under a long-term revolving credit facility totaling
$65 million. The facility matures in October 1997 and is secured by the
Company's marketable securities portfolio and Crusader common stock.
Capital expenditures and investments were approximately $122.4 million
and $99.5 million for the nine months ended September 30, 1995 and 1994,
respectively. Continued development of the oil fields in Colombia, including
drilling and production facilities, and production sharing and other
agreements, will require significant additional capital. The Company's
capital budget for the year ending December 31, 1995 is approximately $175
million, excluding capitalized interest, of which approximately $100 million
relates to the Cusiana and Cupiagua fields ("the Fields") and $29 million
relates to Block A-18 of the Malaysia-Thailand Joint Development Area.
Capital requirements for full field development of the Fields are expected to
continue at substantial levels into 1997 and capital requirements for
exploration and development relating to Block A-18 are expected to increase
significantly into 1998.
In recognition of the significant investment to be made in transportation
infrastructure in Colombia to evacuate the full production from the Fields,
the Company, along with other investors, formed Oleoducto Central S.A.
("OCENSA") in December 1994 to build, operate and finance the expanded
pipeline from the Fields to the port of Covenas. OCENSA's capitalization plan
contemplates an ultimate capital structure consisting of approximately 30%
equity from the Company and other investors and 70% debt. OCENSA has raised
significant amounts of debt in separate tranches supported by various
agreements with the Company or its partners as the case may be (relating, in
particular, to each partner's tariffs on its throughput). One such tranche is
supported by the Company's tariff commitments for its share of production from
the Fields. This tranche was closed in July 1995 and raised $60 million for
OCENSA, which is expected to satisfy all funding obligations related to the
Company's OCENSA throughput and equity interest for 1995. OCENSA will require
additional funds in 1996, however, and has the right to call on the Company to
assist in raising the required funds or making advances to OCENSA.
The Export-Import Bank of the United States has increased its commitment
for a guarantee of borrowings to purchase United States-sourced exports under
a credit facility to be negotiated from $35 million to $45 million.
Due to covenants in the indentures relating to the Company's senior
subordinated notes, the Company's ability to borrow additional funds is
limited. Certain other covenants in such indentures would require the Company
to offer to purchase a portion of the notes if the Company's stockholders'
equity is less than $225 million at the end of two consecutive quarters.
Stockholders' equity at September 30, 1995 was $243.2 million. Although the
Company may experience losses for certain interim periods, the Company does
not anticipate that any such losses would cause it to violate any indenture
covenants. Moreover, the Company is seeking consents from the noteholders to
indenture covenant modifications that would eliminate the repurchase
obligation based on the Company's net worth and permit the Company to incur
indebtedness if the Company's total indebtedness (excluding certain debt)
would not exceed 25% of the market capitalization of the Company's debt and
equity. The modifications would also permit a possible future
recapitalization of the Company under a foreign parent if the same were
approved by the Board of Directors and stockholders.
The Company expects to meet capital needs in the future with a
combination of some or all of the following - the above credit facilities,
cash flow from its Colombian operations, cash on hand and marketable
securities, asset sales, and the issuance of debt and equity securities.
RESULTS OF OPERATIONS
General
The Company reported net earnings of $2.1 million (before preferred
dividends) for the nine months ended September 30, 1995 compared to a net loss
of $35.8 million in the 1994 period. The improved 1995 results reflected
increased production in Colombia, proceeds from legal settlements, a gain on
sale of Triton France and the absence of writedowns under the Securities and
Exchange Commission (the "Commission") ceiling limitation.
<PAGE>
Production and average price realized were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
Production
Oil * (Mbbls) 1,974 482 4,790 1,505
Gas (Mmcf) 391 284 942 747
Weighted average price
Oil (per bbl) $ 16.09 $16.52 $ 16.43 $14.88
Gas (per mcf) 1.62 1.75 1.58 1.92
* Includes Ecopetrol reimbursement and forward oil sale barrels.
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Revenues
Oil sales increased by $26.4 million in Colombia in 1995 due to increased
production capacity from the recent installation of four production units in
the Cusiana central processing facilities. The fourth production unit
commenced production in early July 1995. Also contributing were higher
prices realized in Colombia of $15.96 per barrel in 1995 compared to $13.88
per barrel for 1994, as well as revenues of $4.8 million arising from
reimbursement of pre-commerciality costs from Ecopetrol for the Cusiana Field.
Ecopetrol is obligated to reimburse the Company for an additional $10 million
of Cusiana pre-commerciality costs, most of which will be recorded as revenue.
The reimbursements depend on the timing and amount of Cusiana production.
The Company expects the remaining reimbursements to be paid during the
remainder of 1995 and the first half of 1996. Oil sales in France were lower
by $2.1 million due primarily to the sale of Triton France in August 1995.
Other income for the 1995 quarter included a gain on the sale of Triton
France of $3.5 million and a $2.7 million noncash charge representing the
change in fair market value of call option contracts purchased in conjunction
with the Colombian forward oil sale. Interest income was $2.9 million and
$1.8 million in 1995 and 1994, respectively.
Costs and Expenses
Operating expenses and depreciation, depletion and amortization increased
by $5.7 million and $3.9 million, respectively, in 1995 due principally to
higher production in Colombia, which increased operating expenses by $6.8
million and depreciation, depletion and amortization by $4.7 million. The
Company's operating costs per equivalent barrel, excluding volumes related to
reimbursement of Cusiana pre-commerciality costs, were $5.91 and $9.33 in 1995
and 1994, respectively. The sale of Triton France reduced operating expenses
and depletion in 1995 by $1.2 million and $.8 million, respectively.
General and administrative expenses were unchanged while capitalization
increased $.7 million to $4.7 million in 1995 due to increased exploration and
development activities.
Interest expense in 1995 increased $4.1 million from 1994 due to higher
debt outstanding and lower capitalized interest, primarily as a result of
commercial level production beginning in Colombia during late 1994.
Capitalized interest was $3.8 million and $5.7 million in 1995 and 1994,
respectively.
Equity in earnings of affiliates in 1995 included a $1.4 million
writedown by Crusader related to unproved property in Argentina. Writedowns
in 1994 related to the Company's oil properties in the United States under
application of the Commission's full cost ceiling limitation.
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Revenues
Oil sales increased by $59.2 million in Colombia in 1995 due to increased
production capacity from the recent installation of four production units in
the Cusiana central processing facilities and higher prices in Colombia
($16.21 per barrel in 1995 compared to $12.59 per barrel in 1994). The 1995
results also included revenues of $13.5 million relating to the reimbursement
of pre-commerciality costs for the Cusiana Field. Oil sales in France were
lower by $2 million due to lower production and the sale of Triton France in
August 1995.
Other income during 1995 included $7.2 million received from legal
settlements, a $3.5 million gain on the sale of Triton France and $2.9
million received from the early redemption of Crusader's Convertible Notes.
These increases were offset by a $3.2 million noncash charge representing the
change in fair market value of call options purchased in conjunction with the
Colombian forward oil sale. Interest income for the nine months ended
September 30, 1995 and 1994 was $5.7 million and $6.4 million, respectively.
Costs and Expenses
Operating expenses and depreciation, depletion and amortization increased
by $11.5 million and $6.9 million, respectively, in 1995 due principally to
higher production in Colombia, which increased operating expenses by $13.8
million and depreciation, depletion and amortization by $10.1 million. The
Company's operating costs per equivalent barrel, excluding volumes related to
reimbursement of Cusiana pre-commerciality costs, were $6.76 and $10.58 in
1995 and 1994, respectively. The sale of Triton France reduced operating
expenses and depletion by $.9 million and $3.1 million, respectively. The
1994 results included an accrual of $1.1 million for environmental clean-up
costs in the United States.
General and administrative expenses decreased from $21.8 million in 1994
to $19 million in 1995 primarily due to increased capitalization of $4.5
million to $14.8 million in 1995 due to increased exploration and development
activities.
Writedown of assets in 1994 was related to oil properties in France,
Indonesia and the United States under application of the Commission's full
cost ceiling limitation.
Interest expense in 1995 increased by $10.3 million from 1994 due to
higher debt outstanding and lower capitalized interest, primarily as a result
of commercial level production beginning in Colombia during late 1994.
Capitalized interest was $11.5 million and $16.2 million in 1995 and 1994,
respectively.
Equity in earnings of Crusader for 1995 included a net gain of $3.8
million on the sale of Saracen Minerals, a $2.7 million loss related to the
early redemption of Crusader's Convertible Notes and a $1.4 million writedown
of unproved property in Argentina due to impairment.
Income Taxes
The Company complies with Statement of Financial Accounting Standards No.
109 ("SFAS 109") which was adopted effective June 1, 1992, with regard to
accounting for income taxes. SFAS 109 requires that the Company make
projections about the timing and scope of certain future business transactions
in order to estimate realizability of deferred tax assets. Changes in the
timing or nature of actual or anticipated business transactions, projections
and income tax laws can give rise to significant adjustments to the Company's
deferred tax expense or benefit that may be reported from time to time. For
these and other reasons, compliance with SFAS 109 may result in significant
differences between tax expense for income statement purposes and taxes
actually paid.
The income tax provision for the 1995 period represented deferred taxes
in Colombia, Argentina, Ecuador, Guatemala and China, and a deferred tax
benefit in the United States related to future utilization of net operating
loss carryforwards ("NOLs"). Subject to the factors described above, the
Company currently expects that its deferred tax provision will substantially
exceed its current tax provision (i.e., actual taxes paid), resulting in an
effective tax rate for income statement purposes that will exceed statutory
tax rates, at least until the Cusiana and Cupiagua fields reach peak
production. The primary reason for the expected difference is the
non-deductibility for Colombian tax purposes of certain capitalized expenses.
Deferred taxes would also be adversely impacted by increased tax rates in
jurisdictions such as Colombia and earlier than anticipated utilization of
U.S. NOLs. Consistent with its business strategy of maximizing stockholder
value by maximizing the Company's after tax cash flow, the Company is actively
considering various alternatives that may improve its after tax cash flow
over the long term, but which would accelerate the previously anticipated
utilization of its U.S. NOLs and may result in a deferred tax expense.
No current tax expense is recorded for reimbursements for
pre-commerciality costs paid by Ecopetrol, which are treated as a return of
capital under Colombian tax laws.
Minority Interest in Losses of Subsidiaries
The Company ceased to record minority interest related to Triton Europe
following the purchase of shares held by the minority interest owners on March
31, 1994.
Petroleum Price Risk Management
Oil and natural gas sold by the Company is normally priced with reference
to a defined benchmark, such as light sweet crude oil traded on the New York
Mercantile Exchange (West Texas Intermediate or "WTI"). Actual prices
received vary from the benchmark depending on quality and location
differentials. It is the Company's policy from time to time to use financial
market transactions with credit worthy counterparties primarily to reduce risk
associated with the pricing of a portion of the oil and natural gas which it
sells. The policy is structured to underpin the Company's budgeted revenues
and results of operations. The Company may also use financial market
transactions to benefit from its assessment of the future prices of its
production relative to other benchmark prices. There can be no assurance that
the use of financial market transactions will not result in losses.
In anticipation of entering into a forward oil sale, the Company entered
into five year commodity swap agreements in April and May 1995, to hedge price
risk associated with the portion of the Company's oil production in Colombia
expected to be sold in the forward oil sale. Sales of the Company's Colombian
production are priced with reference to WTI. The agreements, which were
entered into with a counterparty with a "AAA" credit rating, fixed a WTI price
benchmark of $18.42 per barrel on approximately 10.4 million barrels.
Simultaneously, the Company purchased from the same institution call
options to retain the ability to benefit from future WTI price increases above
$20.42 per barrel. The volumes and expiration dates on the call options
coincide with the volumes and delivery dates under the swap agreements.
Prior to completion of the forward oil sale, the swap and call agreements
had been accounted for as hedging transactions. Upon completion of the
forward oil sale, as a result of which the swap agreements were superseded,
the call options were recorded as a separate investment at their then fair
market value of $9.3 million. As a result of this accounting treatment,
fluctuations in the value of the call options affect other income as noncash
adjustments.
The Company entered into a separate agreement to purchase such crude oil
from Morgan Guaranty at a price per barrel equal to the then current market
price of WTI minus $2.50. This agreement has since been terminated. See note
8 of Notes to Consolidated Condensed Financial Statements.
In September 1995, the Company entered into a commodity swap agreement
with an "A" rated counterparty to hedge price risk associated with the
Company's oil production in Colombia. The agreement fixes a WTI crude oil
benchmark at $18.00 per barrel on 225,000 barrels of oil to be produced during
the period from October 1, 1995 through December 31, 1995. The commodity swap
agreement is accounted for as a hedge.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the quarter ending September 30, 1995, the United States Environmental
Protection Agency and Justice Department advised the Company that one of its
domestic oil and gas subsidiaries, as a potentially responsible party for the
clean-up of the Monterey Park, California Superfund site operated by Operating
Industries, Inc., could agree to contribute approximately $2.8 million to
settle its alleged liability for certain remedial tasks at the site. The
offer did not address responsibility for any groundwater remediation. The
subsidiary was advised that if it did not accept the settlement offer, it,
together with other potentially responsible parties, may be ordered to perform
or pay for various remedial tasks. After considering the cost of possible
remedial tasks, its legal position relative to potentially responsible parties
and insurers, possible legal defenses and other factors, the subsidiary
declined to accept the offer.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following exhibits are filed as part of this Quarterly
Report on Form 10-Q:
1. Exhibits required to be filed by Item 601 of Regulation S-K. (Where the
amount of securities authorized to be issued under or the amount of any of
Triton Energy Corporation's and any of its subsidiaries' or its affiliate
Crusader's, long-term debt agreements does not exceed 10% of the Company's
assets, pursuant to paragraph (b) (4) of Item 601 of Regulation S-K, in lieu
of filing such an exhibit, the Company hereby agrees to furnish to the
Commission upon request a copy of any agreement with respect to such long-term
debt.)
<TABLE>
<CAPTION>
<C> <S>
4.1 Specimen Stock Certificate of Common Stock, $1.00 par value, of the Company. (14)
4.2 Rights Agreement dated as of May 22, 1995, between Triton and Chemical Bank, as
Rights Agent. (15)
4.3 Form of Debt Securities. (11)
4.4 Proposed Form of Senior Indenture. (11)
4.5 Proposed Form of Senior Subordinated Indenture. (11)
4.6 Certificate of Designation Establishing and Designating a Series of Shares of the
Company's 5 % Convertible Preferred Stock, no par value. (14)
4.7 Certificate of Incorporation, as amended. (14)
4.8 Bylaws. (14)
10.1 Triton Energy Corporation Amended and Restated Retirement Income Plan. (10)
10.2 Triton Energy Corporation Amended and Restated Supplemental Executive Retirement
Income Plan. (1)
10.3 1981 Employee Non-Qualified Stock Option Plan of Triton Energy Corporation. (2)
10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock Option Plan of Triton
Energy Corporation. (6)
10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock Option Plan of Triton
Energy Corporation. (2)
10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock Option Plan of Triton
Energy Corporation. (10)
10.7 1985 Stock Option Plan of Triton Energy Corporation. (3)
10.8 Amendment No. 1 to the 1985 Stock Option Plan of Triton Energy Corporation. (2)
10.9 Amendment No. 2 to the 1985 Stock Option Plan of Triton Energy Corporation. (10)
10.10 Triton Energy Corporation Amended and Restated 1986 Convertible Debenture
Plan. (10)
10.11 1988 Stock Appreciation Rights Plan of Triton Energy Corporation. (5)
10.12 Triton Energy Corporation 1989 Stock Option Plan. (7)
10.13 Amendment No. 1 to the Triton Energy Corporation 1989 Stock Option Plan. (2)
10.14 Amendment No. 2 to the Triton Energy Corporation 1989 Stock Option Plan. (10)
10.15 Triton Energy Amended and Restated 1992 Stock Option Plan . (10)
10.16 Form of Amended and Restated Employment Agreement by and among Triton Energy
Corporation and certain officers of Triton Energy Corporation. (1)
10.17 Triton Energy Amended and Restated Restricted Stock Plan. (10)
10.18 Deed of Trust Note dated April 11, 1988, executed by Triton Aviation Services, Inc.
and API Terminal, Inc. and related documents, including Guaranty of Triton Energy
Corporation. (5)
10.19 Triton Energy Corporation Executive Life Insurance Plan. (4)
10.20 Triton Energy Corporation Long Term Disability Income Plan. (4)
10.21 Triton Energy Corporation Amended and Restated Retirement Plan for Directors. (3)
10.22 Indenture dated as of November 13, 1992 between Triton and Chemical Bank, with
respect to the issuance of Senior Subordinated Discount Notes due 1997. (8)
10.23 Supplemental Indenture dated as of July 1, 1993 between Triton Energy Corporation
and Chemical Bank. (5)
10.24 Supplemental Indenture dated as of August 16, 1993 between Triton Energy
Corporation and Chemical Bank. (5)
10.25 Third Supplemental Indenture dated as of May 12, 1995 between Triton Energy
Corporation and Chemical Bank. (17)
10.26 Senior Subordinated Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (10)
10.27 First Supplemental Indenture by and between the Company and United States Trust
Company of New York, dated as of December 15, 1993. (10)
10.28 Second Supplemental Indenture dated as of May 12, 1995 between Triton Energy
Corporation and United States Trust Company of New York. (17)
10.29 Underwriting Agreement dated June 18, 1993 among Triton Canada Resources Ltd.,
Triton Energy Corporation and the underwriters named therein. (10)
10.30 Purchase and Sale Agreement among Triton Oil and Gas Corp., Triton Energy
Corporation and Torch Energy Advisors Incorporated dated effective as of January 1,
1993. (5)
10.31 Agreement for Purchase and Sale of Assets Among Triton Fuel Group, Inc. and
AVFUEL Corporation dated August 25, 1993. (5)
10.32 Contract for Exploration and Exploitation for Santiago de Atalayas I with an effective
date of July 1, 1982, between Triton Colombia, Inc., and Empresa Colombiana De
Petroleos. (5)
10.33 Contract for Exploration and Exploitation for Tauramena with an effective date of July
4, 1988, between Triton Colombia, Inc. and Empresa Colombiana De Petroleos. (5)
10.34 Summary of Assignment legalized by Public Instrument No. 1255 dated September 15,
1987 (Assignment is in Spanish language). (5)
10.35 Summary of Assignment legalized by Public Instrument No. 1602 dated June 11,
1990 (Assignment is in Spanish language). (5)
10.36 Summary of Assignment legalized by Public Instrument No. 2586 dated September 9,
1992 (Assignment is in Spanish language). (5)
10.38 Triton Energy Corporation 401(K) Savings Plan. (10)
10.39 Contract between Malaysia-Thailand and Joint Authority and Petronas Carigali
SDN.BHD. and Triton Oil Company of Thailand relating to Exploration and
Production of Petroleum for Malaysia-Thailand Joint Development Area Block A-18.
(12)
10.40 Credit Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency dated as of March 28, 1995, together with related form of revolving credit
note. (14)
10.41 First Amendment to Credit Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated May 16, 1995. (17)
10.42 Security Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency. (14)
10.43 Triton Crude Purchase Agreement between Triton Colombia, Inc. and Oil Co., LTD.
dated May 25, 1995. (16)
10.44 Crude Oil Purchase Agreement between Morgan Guaranty Trust Company of New York
and Triton Oil & Gas Corporation dated May 25, 1995. (16)
10.45 Second Amendment to Credit Agreement and First Amendment to Security
Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency dated August 11, 1995. (1)
10.46 Third Amendment to Credit Agreement between Triton Energy Corporation and
Banque Paribas Houston Agency dated September 29, 1995. (1)
15.1 Letter of Price Waterhouse LLP, acknowledging awareness of the use of their report
dated October 31, 1995, relating to the review of interim financial information. (1)
27.1 Financial Data Schedule. (1)
99.1 Rio Chitamena Association Contract. (13)
99.2 Rio Chitamena Purchase and Sale Agreement. (13)
99.3 Integral Plan - Cusiana Oil Structure. (13)
99.4 Letter Agreements with co-investor in Colombia. (13)
99.5 Colombia Pipeline Memorandum of Understanding. (13)
99.6 Amended and Restated Oleoducto Central S.A. Agreement dated as of March 31, 1995.
(17)
</TABLE>
________________
<TABLE>
<CAPTION>
<C> <S>
(1) Filed herewith.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1992 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1990 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1991 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1993 and incorporated by reference herein.
(6) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1989 and incorporated by reference herein.
(7) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1988 and incorporated herein by reference.
(8) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1992 and incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Current Report on Form 8-K dated as
of July 14, 1993 and incorporated herein by reference.
(10) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993 and incorporated by reference herein.
(11) Previously filed as an exhibit to the Company's Registration Statement on Form S-3
(No. 33-69230) and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's current report on Form 8-K dated
April 21, 1994 and incorporated by reference herein.
(13) Previously filed as an exhibit to the Company's current report on Form 8-K/A
dated July 15, 1994 and incorporated by reference herein.
(14) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 and incorporated by reference herein.
(15) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A
dated June 2, 1995 and incorporated by reference herein.
(16) Previously filed as an exhibit to the Company's current report on Form 8-K dated May
26, 1995 and incorporated by reference herein.
(17) Previously filed as an exhibit to the Company's Quarterly report on Form 10-Q
for the quarter ended June 30,1995 and incorporated by reference herein.
</TABLE>
<PAGE>
(b) Reports on Form 8-K
On August 25, 1995, the Company filed a Current Report on Form 8-K with
respect to the sale of Triton France S.A. and restatement of the consolidated
financial statements for the seven month transition period ended December 31,
1994 and the years ended May 31, 1994, 1993 and 1992 to reflect the aviation
sales and services segment as discontinued operations.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRITON ENERGY CORPORATION
By: /s/ Peter Rugg
Peter Rugg
Senior Vice President and Chief Financial Officer
Date: November 13, 1995
EXHITBIT 10.2
TRITON ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE
OCTOBER 1, 1995
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1. DEFINITIONS 1
ARTICLE 2. PARTICIPATION 6
ARTICLE 3. RETIREMENT BENEFITS 7
ARTICLE 4. ADMINISTRATION 10
ARTICLE 5. OTHER PROVISIONS 12
The purpose of the Triton Energy Corporation Supplemental Executive Retirement
Plan (the "Plan") is to provide deferred compensation to a select group of
management and highly compensated employees who contribute materially to the
continued growth, development and future business success of Triton Energy
Corporation (the "Corporation") and its subsidiaries, and to provide a
retirement benefit package that will assist the Corporation in attracting,
retaining and motivating the best available talent to enter its employ.
ARTICLE 1
DEFINITIONS
As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1.
1.01 ACCRUED RETIREMENT BENEFIT
The Accrued Retirement Benefit of any Participant who is or was employed
by the Corporation at any time on or after January 1, 1994 is determined
using the formula used to compute the Participant's Normal Retirement
Benefit, multiplied by the Participant's accrual percentage determined
according to the following schedule on the basis of the Participant's
completed Years of Service:
<TABLE>
<CAPTION>
<S> <C>
YEARS OF SERVICE PERCENTAGE OF BENEFIT ACCRUED
Less than 1 0%
1 10%
2 20%
3 30%
4 40%
5 50%
6 60%
7 70%
8 80%
9 90%
10 or more 100%
</TABLE>
The Accrued Retirement Benefit for any other Participant is determined
based upon the provisions of the Plan in effect on the date of the
Participant's termination of employment with the Corporation.
1.02 ACTUARIAL EQUIVALENT
Actuarial Equivalent means a form of benefit differing in time, period
and/or manner of payment from another form of benefit but having the same
value when computed based upon the following interest and mortality
assumptions:
Interest: 8% per annum, compounded annually
Mortality: 1983 Group Annuity Mortality Table using unisex rates
which are blended using 50% male rates and 50% female
rates
The present value of any Accrued Benefit for purposes of determining the
amount of a lump-sum distribution will be equal to the greater of the present
value determined using the interest rate and mortality table specified above
or the present value determined using the "Applicable Interest Rate" and
"Applicable Mortality Table."
The "Applicable Interest Rate" is the rate equal to the annual rate of
interest on 30-year Treasury securities for the month before the first day of
the Plan Year quarter of distribution or such other time as the Secretary of
the Treasury may by regulation prescribe.
The "Applicable Mortality Table" is the table based on the mortality
rates in Revenue Ruling 95-6 or such other table as the Secretary of the
Treasury may later prescribe.
1.03 AVERAGE MONTHLY COMPENSATION
A Participant's Average Monthly Compensation, as of a given date, is
determined by dividing the total Compensation he received during the five (5)
consecutive calendar years for which his Compensation was highest by the
number of months during such period for which he received Compensation. No
fractional calendar years resulting from a Participant's date of employment
or date of termination will be taken into account.
1.04 BENEFICIARY
Beneficiary is the person, persons, trust or other entity designated to
receive any amount payable upon the death of a Participant.
1.05 BOARD OF DIRECTORS
Board of Directors means the Board of Directors of the Corporation.
<PAGE>
1.06 CHANGE IN CONTROL
Change in Control means the occurrence of any of the following:
(a) The consummation of:
(1) Any consolidation or merger of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant to
which shares of the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's common stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or
(2) Any sale, lease, exchange or other transfer (excluding
transfer by way of hypothecation), in one transaction or a series of related
transactions, of all, or substantially all, of the assets of the Corporation;
(b) The shareholders of the Corporation approve any plan or proposal
for the liquidation or dissolution of the Corporation,
(c) Any "person" [as such term is defined in Section 3(a)(9) or
Section 13(d)(3) under the Securities Exchange Act of 1934] or any "group"
(as such term is used in Rule 13d-5 promulgated under the Securities Exchange
Act of 1934), other than the Corporation or any successor of the Corporation
or any Subsidiary of the Corporation or any employee benefit plan of the
Corporation or any subsidiary (including such plan's trustee), becomes,
without the prior approval of the Directors of the Corporation, a beneficial
owner for purposes of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, directly or indirectly, of securities of the Corporation
representing 25% or more of the Corporation's then outstanding securities
having the right to vote in the election of Directors of the Corporation, or
(d) During any period of two consecutive years, individuals who, at
the beginning of such period constituted the entire Board of Directors of the
Corporation, cease for any reason (other than death) to constitute a majority
of the Directors of the Corporation, unless the election, or the nomination
for election, by the Corporation's shareholders, of each new Director of the
Corporation was approved by a vote of at least two-thirds of the Directors of
the Corporation then still in office who were Directors of the Corporation at
the beginning of the period.
<PAGE>
1.07 COMPENSATION
Compensation means the base salary subject to FICA paid by the
Corporation or any of its subsidiaries to an Eligible Employee during the
Plan Year, excluding any bonuses, commissions, expense allowances, overtime,
severance pay, overrides, royalties, or other extraordinary compensation.
Compensation also includes any amounts of base salary which are not
otherwise includable in the gross income of an Eligible Employee due to (i)
Code Section 125, 402(a)(8), 402(h) or 403(b) or (ii) any other voluntary
deferred compensation election by the Eligible Employee.
1.08 CORPORATION
Corporation means Triton Energy Corporation.
1.09 EFFECTIVE DATE
The Effective Date of the Plan is September 1, 1990. The Effective Date
of the amendments of the Plan effected by this restatement of the Plan is
October 1, 1995.
1.10 ELIGIBLE EMPLOYEE
Eligible Employees are those employees of Triton Energy Corporation who
are officers and key management personnel and who are selected by the Board
of Directors to be eligible to participate in the Plan.
1.11 EMPLOYMENT COMMENCEMENT DATE
The date on which an Eligible Employee first performs an Hour of Service
for the Corporation is his Employment Commencement Date.
1.12 MONTHLY SOCIAL SECURITY BENEFIT
Monthly Social Security Benefit means the amount of monthly benefits
which an Eligible Employee would be entitled to receive as his "primary
insurance amount" determined under the provisions of the Social Security Act
as in effect on the January lst coincident with or immediately preceding the
earlier of (a) his date of retirement or termination or (b) his Normal
Retirement Date. Such amount will be determined assuming (a) that he has
made or will make appropriate application for such benefit, (b) that no event
occurs to delay or forfeit any part of such benefit, (c) that if he dies or
retires (except for Disability Retirement) before his Normal Retirement Date,
he will continue to receive until his Normal Retirement Date, remuneration
(which would be treated as taxable wages for purposes of the Social Security
Act) at the same rate as at the time of retirement or death, and (d) that if
he retires under the Plan on account of Disability, his Monthly Social
Security Benefit, as herein defined, will be the benefit payable if his Social
Security disability insurance benefit were to be approved at the same time as
his Disability Retirement Benefit. As used in this Section, the term "primary
insurance amount" has the meaning ascribed to it in the federal Social
Security Act, as amended, and in effect on the affected Eligible Employee's
date of retirement, death, severance, or Normal Retirement Date, as the case
may be.
A Participant's Monthly Social Security Benefit will be determined based
upon estimated compensation histories in accordance with the rules in this
paragraph. The pre-separation or pre-retirement compensation history is
estimated by applying a salary scale, projected backwards, to the
Participant's compensation (as defined in Section 3.03 of Revenue Ruling
71-446) at separation or retirement. The salary scale represents the actual
change in the average wages from year to year as used by the Social Security
Administration to determine earnings index factors for Social Security
Average Indexed Monthly Earnings.
The determination of the amount of a Participant's Monthly Social
Security Benefit will be made by the SERP Administrative Committee.
1.13 HOUR OF SERVICE
An Hour of Service is each hour for which an Eligible Employee is paid,
or entitled to payment, for the performance of duties for the Corporation.
1.14 NORMAL RETIREMENT DATE
A Participant's Normal Retirement Date is the first day of the month that
coincides with or next follows the date on which the Participant retires
after satisfying the
following conditions:
(a) Attainment of age 65, and
(b) Completion of 10 Years of Service.
1.15 PARTICIPANT
The term "Participant" means an Eligible Employee or former Eligible
Employee who is participating in the Plan and who is or who may become
eligible to receive a benefit of any type from the Plan or whose Beneficiary
may be eligible to receive any such benefit
1.16 PENSION PLAN OFFSET
Pension Plan Offset means the monthly amount of retirement income
commencing at age 65 which is payable to a Participant under the Triton
Energy Corporation Retirement Income Plan. For married Participants, such
benefit will be in the form of a 50% joint and survivor annuity, and for a
single Participant, in the form of a life only benefit as determined in
accordance with the assumptions and methods set forth in the Triton Energy
Corporation Retirement Income Plan.
1.17 PLAN YEAR
Plan Year means the fiscal year of the Corporation.
1.18 SERP ADMINISTRATIVE COMMITTEE
The SERP Administrative Committee will mean the person or persons
appointed by the Board of Directors to administer the Plan in accordance with
Article 4.
1.19 YEARS OF SERVICE
Years of Service are based upon an Eligible Employee's elapsed time of
employment during which the Eligible Employee is entitled to receive
Compensation. A Year of Service (including a fraction thereof) will be
credited for each completed 365 days of such elapsed time which need not be
consecutive. Years of Service with any subsidiaries will be recognized if so
approved by the Board of Directors.
ARTICLE 2
PARTICIPATION
2.01 PARTICIPATION
The Board of Directors will, from time-to-time, select those officers and
key management personnel of the Corporation to be Eligible Employees.
ARTICLE 3
RETIREMENT BENEFITS
3.01 NORMAL RETIREMENT
Subject to provisions of Section 5.03, a Participant who retires on his
Normal Retirement Date will begin to receive the Normal Retirement Benefit to
which he is entitled.
(A) NORMAL RETIREMENT BENEFIT
A Participant's Normal Retirement Benefit is the monthly pension
benefit commencing on his Normal Retirement Date payable in the Normal
Benefit Form in an amount equal to:
(1) 50% of his Average Monthly Compensation, minus
(2) The sum of (a) his Monthly Social Security Benefit plus (b)
his Pension Plan Offset.
(B) NORMAL BENEFIT FORM
15 Years Certain - Monthly pension benefit payable for a period of
15 years.
3.02 EARLY RETIREMENT
Subject to the provisions of Section 5.03, a Participant may elect, in
accordance with the provisions of Section 3.06, to begin receiving monthly
pension benefits as of the first day of any month that coincides with or next
follows the date upon which he satisfies the following requirements:
(a) Attainment of age 55; and
(b) Completion of five Years of Service.
A Participant who elects to begin receiving a monthly pension benefit
prior to his Normal Retirement Date will receive an amount equal to his
Accrued Retirement Benefit, reduced by 1/2% for each of the first 60 months
and by 1/3% for each of the next 60 months by which the benefit commencement
date precedes the Participant's Normal Retirement Date.
Such monthly pension benefit will be paid in equal monthly installments
for a period of 15 years.
3.03 OTHER SEVERANCE OF EMPLOYMENT
Subject to the provisions of Section 5.03, a Participant who terminates
employment for any reason (other than death) prior to the completion of five
Years of Service will be entitled to receive a monthly pension benefit equal
to his Accrued Retirement Benefit. Such monthly pension benefit will begin
on the first day of the month that coincides with or next follows the later
of the Participant's attainment of age 65 or the Participant's last day of
employment with the Corporation and will be paid in equal monthly
installments for a period of 15 years.
3.04 PRE-RETIREMENT DEATH BENEFIT
Subject to the provisions of Section 5.03, if a Participant dies before
terminating employment, the Participant's designated Beneficiary will be
entitled to receive a monthly pension benefit which will commence on the
first day of the month following the Participant's date of death and will be
paid in equal monthly installments for a period of 15 years.
The amount of the monthly pension benefit will equal the Participant's
Accrued Retirement Benefit, reduced by 1/2% for each of the first 60 months
and by 1/3% for each of the next 60 months by which the benefit commencement
date precedes the participant's Normal Retirement Date. No additional
reduction will be made for a benefit commencement date which precedes the
Participant's Normal Retirement Date by more than 10 years.
3.05 REEMPLOYMENT
If a Participant (a) terminates employment, (b) receives a distribution
of all or a portion of his Accrued Retirement Benefit and (c) is later
reemployed, the Participant's Normal Retirement Benefit (and therefore his
Accrued Retirement Benefit) will be reduced by the Actuarial Equivalent value
of the benefit which was previously distributed. The Actuarial Equivalent
value for purposes of this Article will be determined based on the
assumptions used at the time of the previous distribution.
3.06 PARTICIPANT ELECTIONS
(A) FORM OF ELECTION
A Participant may make an election under this Section 3.06 at any time by
filing a completed benefit election form with the SERP Administrative
Committee. Any such benefit election form will be deemed valid (and will
therefore supersede a previously valid benefit election form) only if it is
executed and filed at least 24 months prior to the Participant's last day of
employment with the Corporation.
The monthly pension benefit for a Participant who terminates employment
without a valid benefit election form will commence as of the first day of
the month that coincides with or next follows the later of the Participant's
attainment of age 65 or the Participant's last day of employment with the
Corporation and will be paid in equal monthly installments for a period of 15
years.
(B) EARLY COMMENCEMENT OF BENEFITS
A Participant may elect for the commencement of monthly pension benefits
prior to his Normal Retirement Date under the provisions of Section 3.02. If
a Participant elects a benefit commencement date which precedes his
attainment of age 65 but does not complete five Years of Service, his monthly
pension benefit will commence in accordance with the provisions of Section
3.03.
(C) OPTIONAL BENEFIT FORMS
A Participant (or, upon the Participant's death, the Participant's
Beneficiary) may elect to receive his benefit under any of the following
forms of benefit distribution. The optional benefit forms are equal to the
Actuarial Equivalent of the Normal Benefit Form and may be in an amount more
than or less than that provided by the Normal Benefit Form depending on the
option selected. Such distribution may be in one or more of the following
forms:
(1) Lifetime Pension - monthly pension benefit payable during the
lifetime of the Participant.
(2) Joint & 50% Contingent Survivor Pension - monthly pension benefit
payable during the joint lifetime of the Participant and the Participant's
spouse; reduces to 50% of the original amount upon the death of the
Participant.
(3) Joint & 75% Contingent Survivor Pension - monthly pension benefit
payable during the joint lifetime of the Participant and the Participant's
spouse; reduces to 75% of the original amount upon the death of the
Participant.
(4) Joint & Survivor Pension - monthly pension benefit payable for as
long as either the Participant or the Participant's spouse is alive.
ARTICLE 4
ADMINISTRATION
4.01 SERP ADMINISTRATIVE COMMITTEE
(a) The Board of Directors will appoint a SERP Administrative
Committee consisting of one or more persons and may increase or decrease the
number of persons serving on the SERP Administrative Committee at any time
and from time to time. Any member of the SERP Administrative Committee may
resign upon ten days prior to written notice to the Board of Directors.
Unless expressly provided to the contrary in writing, each member of the SERP
Administrative Committee will be deemed to resign upon his termination of
employment with the Corporation. The Board of Directors may remove any such
member at any time by notifying such person in writing and may appoint a
successor.
(b) The SERP Administrative Committee will be responsible for the
management, operation and administration of the Plan. The SERP
Administrative Committee will have all powers necessary to administer the
Plan in accordance with its terms. The SERP Administrative Committee will
have the power, exercisable in its sole and absolute discretion, to construe
the Plan and determine all questions that may arise thereunder and to
establish rules, forms and procedures for the administration of the Plan. In
addition, the SERP Administrative Committee will establish and maintain a
claims procedure similar to that set forth in Section 503 of the Employee
Retirement Income Security Act of 1974 and the regulations thereunder.
(c) The SERP Administrative Committee may engage or appoint such
assistants or representatives as it deems necessary for the effective
exercise of its duties in administering the Plan. The SERP Administrative
Committee may delegate to such assistants and representatives any powers and
duties, both ministerial and discretionary, as may be necessary or advisable.
The SERP Administrative Committee also may engage accountants, actuaries,
attorneys, and such other personnel as it deems necessary or advisable.
(d) All actions of the SERP Administrative Committee will require the
consent of a majority of the then members of the SERP Administrative
Committee. All actions taken by the SERP Administrative Committee will be
final, conclusive and binding on all parties.
<PAGE>
(e) In the event the SERP Administrative Committee exercises any
discretionary authority under the Plan with respect to a Participant who is a
member of the SERP Administrative Committee, such discretionary authority
will be exercised solely and exclusively by those members of the SERP
Administrative Committee other than the Participant. In the event the
remaining members of the SERP Administrative Committee cannot reach a
majority conclusion, or, if such Participant is the sole member of the SERP
Administrative Committee the Board of Directors of the Corporation will
appoint a temporary substitute SERP Administrative Committee member to
exercise all the powers of a qualified SERP Administrative Committee member
concerning the matter in which such Participant cannot so act or for which
there is a deadlock.
4.02 COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation, and administration of the Plan will be borne by the
Corporation.
4.03 LIABILITY OF SERP ADMINISTRATIVE COMMITTEE
Unless resulting from his own fraud or willful misconduct, no member of
the SERP Administrative Committee will be liable for any loss arising out of
any action taken or failure to act by the SERP Administrative Committee or a
member thereof in connection with this Plan. The SERP Administrative
Committee and any individual member of the SERP Administrative Committee and
any agent thereof will be fully protected in relying upon the advice of
professional consultants or advisers employed by the Corporation or the SERP
Administrative Committee.
4.04 INDEMNIFICATION
The Corporation jointly and severally indemnifies and agrees to hold
harmless the members of the SERP Administrative Committee and all directors,
officers and employees of the Corporation against any loss, claim, cost,
expense (including attorneys' fees), judgment or liability arising out of any
action taken or failure to act by the SERP Administrative Committee or such
individual in connection with this Plan; provided, however, that this
indemnity will not apply to an individual if such loss, claim, cost, expense,
judgment, or liability is due to such individual's fraud or willful
misconduct.
<PAGE>
ARTICLE 5
OTHER PROVISIONS
5.01 CONSTRUCTION
This Plan will be construed in accordance with and governed by the laws
of the State of Texas. Words used in the singular will include the plural,
the masculine gender will include the feminine, and vice versa, whenever
appropriate.
5.02 BENEFIT UPON CHANGE IN CONTROL
(a) Acceleration of Accrual. In the event of a Change in Control of
the Corporation, notwithstanding any other provision in the Plan to the
contrary, the Normal Retirement Benefits of those Participants who are
employed by the Corporation on the date of the Change in Control will become
fully accrued notwithstanding the accrual schedule in Section 1.01.
(b) Form of Payment. The benefits payable to a Participant under
Article 3 will be distributed to the Participant in a single lump sum payment
in cash within thirty (30) days after the date of the Change in Control.
Such single lump sum payment will be the Actuarial Equivalent of each
Participant's Normal Retirement Benefit and will be based upon the assumption
that the Participant had completed at least 10 Years of Service prior to the
Change in Control.
(c) Additional Benefit. The amount of such single lump sum payment
shall be increased by an additional amount (the "Gross Up Payment") such that
the net amount retained by the Participant, after reduction for federal,
state, and local tax and any applicable payroll tax will be equal to the
amount of the lump sum payment determined without regard to any such taxes
that may be assessed with respect to such single lump sum payment. For
purposes of determining the amount of the Gross Up Payment, the Participant
will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation for the calendar year in which the single lump sum
payment is made and state and local income taxes at the highest marginal
rates of taxation in the state and locality of the Participant's residence on
the date the single lump sum payment is made, net of the maximum reduction in
federal income taxes that could be obtained from deduction of such state and
local taxes.
(d) Failure to Make Timely Payment. If the Corporation fails to make
such single lump sum payment and Gross Up Payment to the Participant within
thirty (30) day after the Change in Control, the total amount shall bear
interest at the maximum rate allowed by law from the date of the Change in
Control until paid.
(e) Assumptions and Methods to Determine Benefits. On or after the
occurrence of a Change in Control, the assumptions and methods used to
determine the Accrued Benefit, any optional benefit, lump-sum distribution or
gross-up may not be changed in any manner that reduces the value of the
benefit, distribution or gross-up.
5.03 FORFEITURE OF BENEFITS UNDER THE PLAN
(a) Notwithstanding any other provisions of this Plan, in the event
any Participant's employment with the Corporation or any of its subsidiaries
is terminated for cause (as herein defined), such Participant or his
Beneficiary will not be entitled to receive any benefits under this Plan.
(b) Termination for cause as used in Section 5.03 above will mean
termination of employment for:
(1) Proven or admitted dishonest acts against the Corporation or
any of its subsidiaries which substantially injures the Corporation or any of
its subsidiaries or the Participant's fellow employees; or
(2) Conviction for a felony or crime of moral turpitude.
(c) In the event any Participant terminates employment with the
Corporation or any of its subsidiaries for any reason, neither such
Participant nor his Beneficiary will be entitled to receive any further
benefits under this Plan if, at any time within the two-year period following
such termination, such Participant:
(1) Communicates or divulges, to or for the benefit of any
competitor or rival of the Corporation, any of the trade secrets or
advertising processes used by the Corporation or any of its subsidiaries;
(2) Reveals, divulges or makes known, directly or indirectly, to
any person or entity, the name or any other information concerning any
client, customer or account of the Corporation or any of its subsidiaries, or
any details concerning the relationship between the Corporation or any of its
subsidiaries and such clients, customers and accounts; or
(3) Reveals, divulges or makes known, directly or indirectly, to
any person or entity any information concerning any prospective client,
customer or account of the Corporation or any of its subsidiaries, or any
details concerning the relationship between the Corporation or any of its
subsidiaries any such prospective clients, customers and accounts which would
interfere with such relationship.
For purposes of this Section 5.03(c), the term "prospective
client" will mean any individual, association, firm, corporation,
organization, or other entity whose business has been solicited by the
Corporation or any of its subsidiaries at any time within one (1) year
preceding the Participant's date of employment termination.
5.04 SOURCE OF PAYMENT OF BENEFITS
The Corporation will pay all benefits owing under this Plan out of its
general assets, and no Participant or Beneficiary will have any claim or
right to any particular assets of the Corporation as a result of
participation in this Plan. Each Participant is a general unsecured creditor
of the Corporation with no greater rights than any other general unsecured
creditor of the Corporation. The Plan is totally unfunded and represents
only the Corporation's unsecured promise to pay benefits as provided
hereunder. The Corporation may, but will not be obligated to, purchase one
or more life insurance or annuity policies or contracts for the purpose of
providing for its obligations hereunder. Any such policies or contracts, if
so purchased, will name the Corporation as beneficiary and sole owner, with
all incidents of ownership therein, including (but not limited to) the right
to cash and loan values, dividends (if any), death benefits, and the right of
termination thereof. Any such policies or contracts that may be purchased
hereunder will remain a general unrestricted asset of the Corporation.
Neither the Participant nor any Beneficiary will have any rights with respect
to, or claim against, any such policy or contract, and such policy or
contract will not be deemed to be held in trust for the benefit of any
Participant or any Beneficiary.
Notwithstanding any provision of this Section 5.04 to the contrary, the
Corporation previously entered into the Triton Energy Corporation
Supplemental Executive Retirement Plan Trust Agreement, dated August 22,
1990, pursuant to which First City, Texas--Dallas was appointed to serve as
trustee. First City, Texas--Dallas has been succeeded by Texas Commerce
Bank, N.A. as trustee of such trust. The trust is a grantor trust with
respect to the Corporation. To the extent assets have been accumulated in
the trust with respect to benefits accrued under this Plan, any payment by
the trust shall be in satisfaction of the Corporation's obligations under
this Plan.
5.05 EMPLOYMENT RIGHTS OF PARTIES NOT RESTRICTED
The adoption and maintenance of this Plan will not be deemed a contract
between the Corporation and any Participant. Nothing in this Plan will give
any employee or Participant the right to be retained in the employ of the
Corporation or to interfere with the right of the Corporation to discharge
any employee or Participant at any time, nor will it give the Corporation the
right to require any employee or Participant to remain in its employ, or to
interfere with any employee's or Participant's right to terminate his
employment at any time.
5.06 DESIGNATION OF BENEFICIARY
Each Participant will be given the opportunity to designate a Beneficiary
or Beneficiaries, and, from time-to-time, the Participant may file with the
SERP Administrative Committee a new or revised designation on the form
provided by the SERP Administrative Committee. If a Participant is married,
the Participant's spouse will be the Participant's designated Beneficiary.
If a Participant dies without designating a Beneficiary, or if the
Participant is predeceased by all designated Beneficiaries, the SERP
Administrative Committee will distribute to the Participant's estate the
Actuarial Equivalent lump sum value of all benefits that are payable in the
event of the Participant's death.
5.07 AMENDMENT OR TERMINATION OF THE PLAN
The Plan may be altered, amended, suspended, or terminated in whole or in
part, at any time and from time-to-time, by the Board of Directors, in its
sole discretion; however, no such action will reduce any Participant's
Accrued Retirement Benefit nor will such action adversely affect or alter the
Accrued Retirement Benefit or any right or obligation with respect to any
Participant who has terminated, retired or died and who has become entitled
to or has commenced to receive benefits hereunder.
5.08 ALIENATION
No person entitled to any benefit under this Plan will have any right to
sell, assign, transfer, hypothecate, encumber, commute, pledge, anticipate,
or otherwise dispose of his interest in the benefit, and any attempt to do so
will be void. No benefit under this Plan will be subject to any legal
process, levy, execution, attachment, or garnishment for the payment of any
claim against such person.
5.09 DISTRIBUTION IN THE EVENT PARTICIPATION IS DISALLOWED
Notwithstanding any provision in this Plan to the contrary, in the event
the SERP Administrative Committee, in its sole discretion, determines that
the participation of any Participant in this Plan may cause this Plan to fail
to be exempt from the requirements of Parts 2, 3, and 4 of Subtitle B of
Title I of ERISA as an unfunded plan of deferred compensation for a select
group of management or highly compensated employees, such Participant will
cease to be a Participant in this Plan as of the date such determination is
made by the SERP Administrative Committee, and as soon as administratively
practicable the single sum value of the benefit that he has accrued as of the
date of such determination under this Plan will be paid to such Participant
(or to his beneficiary or beneficiaries in the event of his death) in a
single cash payment in lieu of and in full satisfaction of all of his rights
and interests under this Plan. Such single sum value will be computed using
the Actuarial Equivalent of the Participant's Accrued Retirement Benefit.
5.10 BINDING ON CORPORATION, EMPLOYEES, AND THEIR SUCCESSORS
This Plan will be binding upon and inure to the benefit of the
Corporation and to any other employer participating in this Plan, their
successors and assigns, and the Participant and his heirs, executors,
administrators, and duly appointed legal representatives.
IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officer of the Corporation, this _______ day of
____________________, 1995.
Triton Energy Corporation
By:
Robert B. Holland, III
Sr. Vice President, General Counsel and
Secretary
EXHIBIT 10.16
THIS AGREEMENT CONTAINS PROVISIONS
WHICH ARE SUBJECT TO ARBITRATION UNDER THE
TEXAS GENERAL ARBITRATION ACT (ARTICLE 224
THROUGH 238-6, REVISED CIVIL STATUTES OF TEXAS)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into by and
between TRITON ENERGY CORPORATION (the "Company"), having a business address
at 6688 N. Central Expressway, Suite 1400, Dallas, Texas 75206 and
______________ (the "Employee"), having a mailing address at
___________________________________.
W I T N E S S E T H:
WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the
best interests of the Company and its shareholders;
WHEREAS, the Company recognizes that, as is the case with many publicly
held corporations, the possibility of a change in control may exist and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders;
WHEREAS, the Company's Board of Directors has determined that appropriate
steps should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including Employee, to
their assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a change in control
of the Company;
WHEREAS, in order to induce Employee to remain in the employ of the
Company, the Company is willing to agree to provide certain severance benefits
to Employee in the event Employee's employment is terminated subsequent to a
"change in control of the Company" (as defined in Section 2 hereof) under the
circumstances described below; and
WHEREAS, this Agreement is intended to supersede, and does supersede, the
employment agreement currently in effect between Employee and the Company;
NOW, THEREFORE, in consideration of the mutual premises and conditions
contained herein, the parties hereto agree as follows:
1. TERM
1.1 Contract Term. This Agreement shall commence on the date
hereof, and shall continue until January 1, 1996; provided, however, that
commencing January 1, 1996 and each January 1 thereafter the term of this
Agreement shall automatically be extended for an additional year unless (i)
there has been no change in control of the Company and (ii) no fewer than
thirty (30) days prior to such January 1st date, the Company shall have given
notice that it does not wish to extend this Agreement.
1.2 Consideration by Employee. In consideration of the
Company's entering into this Agreement, Employee hereby agrees that, for the
period commencing on the date hereof and extending through the termination
date of this Agreement, Employee will not voluntarily terminate employment
with the Company, except in the event of (i) a change in control of the
Company as provided herein, (ii) a substantial change in Employee's position,
duties, compensation or benefits which would be deemed "Good Reason" for
Employee to terminate his employment in accordance with Section 3.3 if there
were a change in control of the Company, or (iii) the Company's consenting to
such termination.
2. CHANGE IN CONTROL. No benefits shall be payable under this
Agreement unless there shall have been a change in control of the Company, as
set forth below, and (except as set forth in Section 4 hereof) Employee's
employment by the Company shall thereafter have been terminated within two (2)
years of the date of such change in control in accordance with Section 3
below. For purposes of this Agreement, a "change in control of the Company"
shall mean the occurrence of any of the following events: (i) there shall be
consummated (x) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Company's Common Stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other
transfer (excluding transfer by way of pledge or hypothecation), in one
transaction or a series of related transactions, of all, or substantially all,
of the assets of the Company, (ii) the shareholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company, (iii) any
"person" (as such term is defined in Section 3(a)(9) or Section 13(d)(3) under
the Securities Exchange Act of 1934, as amended (the "1934 Act)) or any
"group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act),
other than the Company or any successor of the Company or any subsidiary of
the Company or any employee benefit plan of the Company or any subsidiary
(including such plan's trustee), becomes, without the prior approval of the
Board of Directors of the Company (the "Board"), a beneficial owner for
purposes of Rule 13d-3 promulgated under the 1934 Act, directly or indirectly,
of securities of the Company representing 25.0% or more of the Company's then
outstanding securities having the right to vote in the election of Directors
of the Company, or (iv) during any period of two consecutive years,
individuals who, at the beginning of such period constituted the entire Board,
cease for any reason (other than death) to constitute a majority of the
Directors of the Company, unless the election, or the nomination for election,
by the Company's shareholders, of each new Director of the Company was
approved by a vote of at least two-thirds of the Directors of the Company then
still in office who were Directors of the Company at the beginning of the
period.
3. TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL. If a
change in control of the Company shall have occurred, Employee shall be
entitled to the benefits provided in Section 4 hereof upon the subsequent
termination of his employment (except as set forth in Section 4.3-3), provided
that such termination (a) occurs within two (2) years of a change in control
of the Company and (b) is not (i) because of his death, "Disability" or
"Retirement" (as defined in Section 3.1 below), (ii) by the Company for
"Cause" (as defined in Section 3.2 below), or (iii) by Employee other than for
"Good Reason" (as defined in Section 3.3 hereof).
3.1 Disability; Retirement
3.1-1 If, as a result of Employee's incapacity due to physical
or mental illness, Employee shall have been absent from his duties with the
Company on a full-time basis for 120 consecutive business days, and within
thirty (30) days after written notice of termination is given Employee shall
not have returned to the full-time performance of his duties, the Company may
terminate this Agreement for "Disability."
3.1-2 Termination by the Company or Employee of his employment
based on "Retirement" shall mean termination in accordance with the Company's
retirement policy, including early retirement, generally applicable to its
salaried employees or in accordance with any retirement arrangement
established with Employee's consent with respect to him.
3.2 Cause. The Company may terminate Employee's employment
for "Cause." For the purposes of this Agreement, the Company shall have
"Cause" to terminate Employee's employment hereunder upon (A) the willful and
continued failure by Employee to perform his duties with the Company (other
than any such failure resulting from incapacity due to physical or mental
illness), after a demand for substantial performance is delivered to Employee
by the Board which specifically identifies the manner in which the Board
believes that he has not substantially performed his duties, or (B) the
willful engaging by Employee in gross misconduct materially and demonstrably
injurious to the Company. For purposes of this paragraph, an act, or failure
to act, on Employee's part shall not be considered "willful" if done, or
omitted to be done, by him (A) in good faith and (B) with reasonable belief
that his action or omission was not opposed to the best interests of the
Company. Notwithstanding the foregoing, Employee shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
him a copy of a resolution duly adopted by the affirmative vote of not less
than two-thirds (2/3d's) of the entire authorized membership of the Board at
a meeting of the Board called and held for the purpose (after reasonable
notice and an opportunity for Employee, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board he was
guilty of conduct set forth above in clauses (A) or (B) of the second
sentence of this paragraph and specifying the particulars thereof in detail.
3.3 Good Reason. Employee may terminate his employment for
Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
3.3-1 Without his express written consent, the assignment to
Employee of any duties inconsistent with his positions, duties,
responsibilities and status with the Company immediately prior to a change in
control of the Company, or a change in his reporting responsibilities, titles
or offices as in effect immediately prior to a change in control of the
Company, or any removal of Employee from or any failure to re-elect Employee
to any of such positions, except in connection with the termination of his
employment for Cause, Disability or Retirement or as a result of his death or
by Employee other than for Good Reason;
3.3-2 A reduction by the Company in Employee's base salary
as in effect on the date hereof or as the same may be increased from time to
time;
3.3-3 The Company's requiring Employee to be based anywhere
other than the Company's offices at which he was based immediately prior to a
change in control of the Company except for required travel on the Company's
business to an extent substantially consistent with his present business
travel obligations, or, in the event Employee consents to any relocation, the
failure by the Company to pay (or reimburse Employee) for all reasonable
moving expenses incurred by him relating to a change of his principal
residence in connection with such relocation and to indemnify Employee
against any loss (defined as the difference between the actual sale price of
such residence and the higher of (a) his aggregate investment in such
residence or (b) the fair market value of such residence as determined by a
real estate appraiser designated by Employee and reasonably satisfactory to
the Company) realized on the sale of Employee's principal residence in
connection with any such change of residence;
3.3-4 The failure by the Company to continue in effect any
benefit or compensation plan (including but not limited to any stock option
plans, convertible debenture plan, pension plan, life insurance plan, health
and accident plan or disability plan) in which Employee is participating at
the time of a change in control of the Company (or plans providing
substantially similar benefits), the taking of any action by the Company
which would adversely affect Employee's participation in or materially reduce
his benefits under any of such plans or deprive him of any material fringe
benefit enjoyed by him at the time of the change in control of the Company,
or the failure by the Company to provide Employee with the number of paid
vacation days to which he is then entitled on the basis of years of service
with the Company in accordance with the Company's normal vacation policy in
effect on the date hereof;
3.3-5 Any failure of the Company to obtain the assumption of
and the agreement to perform this Agreement by any successor as contemplated
in Section 5 hereof; or
3.3-6 Any purported termination of Employee's employment
which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 3.4 below (and, if applicable, Section 3.2 above);
and for purposes of this Agreement, no such purported termination shall be
effective.
3.4 Notice of Termination. Any termination by the Company
pursuant to Sections 3.1 and 3.2 above or by Employee pursuant to Section 3.3
above shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated. In the event that
Employee seeks to terminate his employment with the Company pursuant to
Section 3.3 above, he must communicate his written Notice of Termination to
the Company within sixty (60) days of being notified of such action or
actions by the Company which constitute Good Reasons for termination.
3.5 Date of Termination. "Date of Termination" shall mean (i)
if this Agreement is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that Employee shall not have returned to
the performance of his duties on a full-time basis during such thirty (30)
day period); (ii) if Employee's employment is terminated for Cause, the date
on which a Notice of Termination is given or the date on which there shall
have been delivered to Employee the resolution specified in Section 3.2;
(iii) if Employee's employment is terminated pursuant to Section 3.3 above,
the date that is specified in the Notice of Termination; and (iv) if
Employee's employment is terminated for any other reason, the date on which a
Notice of Termination is given; provided that, if within thirty (30) days
after any Notice of Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute
is finally determined, either by mutual written agreement of the parties, by
a binding and final arbitration award or by a final judgment, order or decree
of a court of competent jurisdiction (the time for appeal therefrom having
expired and no appeal having been perfected).
4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. If a change
in control of the Company shall have occurred (except as provided in Section
4.3-3 hereof) and the other conditions in the first paragraph of Section 3 are
met, Employee shall be entitled to the following:
4.1 Disability. During any period that Employee fails to perform
his duties hereunder as a result of incapacity due to physical or mental
illness, he shall continue to receive his full base salary at the rate then
in effect and any installments of deferred portions of awards under any
applicable incentive, bonus or other plans paid during such period until this
Agreement is terminated pursuant to Section 3 hereof. Thereafter, Employee's
benefits in respect of his disability shall be determined in accordance with
the Company's Long-Term Disability Income Insurance Plan, or a substitute
plan, and any other plans providing for the disability of a participant then
in effect.
4.2 Termination for Cause. If Employee's employment shall be
terminated for Cause, the Company shall pay Employee his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given and the Company shall have no further obligations to
Employee to make any payments under this Agreement.
4.3 Termination Without Cause. If the Company shall terminate
Employee's employment other than pursuant to Sections 3.1 or 3.2 hereof or if
Employee shall terminate his employment for Good Reason, then the Company
shall pay to Employee as severance pay in a lump sum in cash not later than
the tenth (10th) day following the Date of Termination, the following
amounts:
4.3-1 Employee's full base salary through the Date of
Termination at the rate in effect at the time of Notice of Termination is
given;
4.3-2 In lieu of any further salary or bonus payments to
Employee for periods subsequent to the Date of Termination, an amount equal
to the product of (a) the sum of (i) the highest of Employee's base salary in
effect at any time from the three years prior to, through and including, the
Date of Termination plus (ii) the highest of the aggregate bonuses paid to
Employee during any fiscal year all or a part of which was included in the
foregoing three year period plus (iii) the highest of the aggregate
contributions made by Employer on Employee's behalf in respect of Employee's
participation in Employer's 401(k) plan or plans during any fiscal year all
or a part of which was included in the foregoing three year period multiplied
by (b) the number three (3);
4.3-3 In lieu of shares of common stock of the Company
("Company Shares") issuable upon exercise of options ("Options"), if any,
granted to Employee under the Company's stock option plans (which Options
shall be canceled upon the making of the payment referred to below), Employee
shall receive an amount in cash equal to the aggregate spread between the
exercise prices of all Options held by Employee whether or not then fully
exercisable, and the highest price per Company Share actually paid
(including the fair market value of any securities into which or for which a
Company Share was converted or exchangeable) in connection with any change in
control of the Company (such price being hereinafter referred to as
"Termination Price") and the Company shall, if requested by Employee,
purchase all Debentures (herein so called) theretofore purchased by Employee
under the Company's convertible debenture plans, regardless of whether such
Debentures are then convertible, in cash in an amount equal to the aggregate
spread between the conversion price of the Debentures held by Employee and
the Termination Price times the number of Company Shares into which the
Debentures are convertible (assuming such Debentures were fully vested);
provided that, notwithstanding the foregoing, in the event of a change in
control of the Company Employee shall have the right to require the Company
to make the payment in respect of such Options in the amount, and purchase
such Debentures for the purchase price, described in this Section 4.3-3
notwithstanding Employee's continuing employment with the Company, which
right shall be exercisable commencing immediately prior to the change in
control of the Company and shall terminate 190 days following the change in
control of the Company, and any such payment and purchase price shall be
payable no later than the tenth (10th) day following (i) the change in
control of the Company or (ii) the date on which Employee delivers notice of
his exercise of such right, whichever comes later, together with, if and to
the extent triggered by the exercise of such right, an amount set forth in
Section 4.3-6; and
4.3-4 All relocation and indemnity payments as set forth in
Section 3.3-4 hereof, and all legal fees and expenses incurred by Employee as
a result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement).
4.3-5 An amount equal to the estimated cost to Employee and
Employee's beneficiaries of obtaining medical, dental, life and disability
insurance coverage comparable to that provided by the Company to Employee and
Employee's beneficiaries immediately prior to the Date of Termination for a
period of twelve (12) consecutive months after the Date of Termination;
provided, that this subsection 4.3-5 is in addition to and not in lieu of any
continuation (COBRA) rights or conversion rights under any plan provided by
the Company to Employee and Employee's beneficiaries; and
4.3-6 If as a result of any payment by the Company,
Employee incurs an excise tax (the "Excise Tax") imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") (or any successor
provision), on any "excess parachute payments" within the meaning of Section
280G(b)(1) of the Code (or any successor provision), the Company will pay to
Employee an additional amount (the "Gross-Up Payment") such that the net
amount retained by Employee, after reduction for the Excise Tax on the excess
parachute payments and the federal, state and local income tax and Excise Tax
on the Gross-Up Payment, will be equal to the sum of the amount of the excess
parachute payments and the Employee's "base amount" allocable thereto within
the meaning of Section 280G(b)(3) of the Code (or any successor provision).
For purposes of determining the amount of the Gross-Up
Payment, Employee will be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation for the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality of Employee's
residence on the Date of Termination, net of the maximum reduction in federal
income taxes that could be obtained from deduction of such state and local
taxes.
Employee and the Company agree to reasonably cooperate in
the determination of the amount of the Gross-Up Payment. If Employee and the
Company are unable to agree on the amount of the Gross-Up Payment, the amount
shall be determined based upon the opinion of tax counsel selected by
Employee, whose determination shall be final and binding on the parties.
Further, Employee and the Company agree to make such adjustments to the
amount of the Gross-Up Payment as may be necessary to reflect amounts finally
determined by applicable tax authorities, which in the case of Employee will
refer to the refund of prior overpayments and in the case of the Company will
refer to the makeup of prior underpayments.
4.4 Benefit Plans. Unless Employee is terminated for Cause,
the Company shall maintain in full force and effect for the continued benefit
of Employee, for a two-year period after the Date of Termination, all
employee benefit plans and programs or arrangements in which Employee was
entitled to participate immediately prior to the Date of Termination provided
that his continued participation is possible under the general terms and
provisions of such plans and programs. In the event that Employee's
participation in any such plan or program is barred, the Company shall
arrange to provide Employee with benefits substantially similar to those
which he is entitled to receive under such plans and programs. At the end of
the period of coverage, Employee shall have the option to have assigned to
him at no cost and with no appointment of prepaid premiums, any assignable
insurance policy owned by the Company and relating specifically to him.
4.5 Additional Benefits. If the Company shall terminate
Employee's employment other than pursuant to Section 3.1 or 3.2 hereof or if
Employee shall terminate his employment for Good Reason, then in addition to
the benefits to which Employee is entitled under the retirement plans or
programs in which Employee participates or any successor plans or programs in
effect on the date of termination of his employment hereunder, the Company
shall pay Employee, not later than the tenth (10th) day following the Date of
Termination, in cash an amount equal to the difference between (a) the
present value of the most valuable retirement pension to which Employee would
have been entitled under the terms of the retirement plans or programs in
which Employee participates (or any successor plans or programs in effect on
the Date of Termination hereunder) without regard to "vesting" thereunder, if
he would have accumulated three (3) additional years of continuous credited
service after the Date of Termination under such retirement plans or programs
and (b) the present value of the most valuable retirement pension which he is
actually entitled to receive pursuant to the provisions of said retirement
plans and programs. For purposes of this Section 4.5, "present value" shall
be determined using the same methods and assumptions (including compensation
increase assumptions during such additional three year period) utilized under
the Company's retirement plans and programs immediately prior to the change
in control of the Company.
4.6 Automobiles. Upon Employee's termination for any reason,
the Company shall enable Employee to purchase the automobile, if any, which
the Company was providing for Employee's use at the time Notice of
Termination was given at the wholesale value of such automobile at such time.
4.7 Mitigation of Amounts Payable Hereunder. Employee shall
not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking other employment or otherwise, nor shall the amount of
any payment provided for in this Section 4 be reduced by any compensation
earned by Employee as the result of employment by another employer after the
Date of Termination, or otherwise.
5. SUCCESSORS; BINDING AGREEMENT.
5.1 Successors of the Company. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to Employee,
expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Employee to compensation from the Company
in the same amount and on the same terms as Employee would be entitled
hereunder if Employee terminated his employment for Good Reason, except that
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section 5 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.
5.2 Employee's Heirs, etc. This Agreement shall inure to the
benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amounts would still
be payable to him hereunder as if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to his devisee, legatee, or other designee or, if there be
no such designee, to his estate.
6. NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the first page of this Agreement,
provided that all notices to the Company shall be directed to the attention of
the Chief Executive Officer of the Company with a copy to the Secretary of the
Company, or to such other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
7. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing signed by Employee and such officer as may be specifically
designated by the Board (which shall in any event include the Company's Chief
Executive Officer). No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.
8. VALIDITY. The invalidity or unenforceability of any provisions
of this Agreement shall not effect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
10. GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Texas.
11. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Dallas, Texas (in accordance with the rules of the American Arbitration
Association then in effect). Notwithstanding the pendency of any such dispute
or controversy, the Company will continue to pay Employee his full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary and installments under incentive,
bonus or other plans) and continue Employee as a participant in all
compensation, benefit and insurance plans in which he was participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with Section 3.5 hereof. Amounts paid under this
paragraph are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement. Judgment may be entered on the arbitrator's award in any court
having jurisdiction; provided, however, that Employee shall be entitled to
seek specific performance of his right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.
12. CAPTIONS AND GENDER. The use of captions and Section headings
herein is for the purposes of convenience only and shall not effect the
interpretation or substance of any provisions contained herein. Similarly,
the use of the masculine gender with respect to pronouns in this Agreement is
for purposes of convenience and includes either sex who may be a signatory.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the _____ day of ______________________, 1995.
TRITON ENERGY CORPORATION
By: ___________________________________
Robert B. Holland, III
Sr. Vice President, General Counsel
and Secretary
[EMPLOYEE]
_________________________________________
EXHIBIT 10.45
SECOND AMENDMENT TO CREDIT AGREEMENT
AND FIRST AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY
AGREEMENT ("this Amendment") is made and entered into effective as of August
11, 1995 (the "Effective Date") by and among TRITON ENERGY CORPORATION, a
Texas corporation ("Borrower"), and the FINANCIAL INSTITUTIONS LISTED ON THE
SIGNATURE PAGES HEREOF (individually referred to herein as a "Lender" and
collectively as "Lenders") and BANQUE PARIBAS HOUSTON AGENCY, as agent for the
Lenders (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, Borrower and Banque Paribas Houston Agency ("Paribas"), with the
Agent as Agent thereunder are parties to a Credit Agreement, dated as of March
28, 1995, which Credit Agreement was amended by First Amendment to Credit
Agreement effective May 16, 1995, by and among Borrower, the Agent and
Lenders.
WHEREAS, Borrower has requested that it be permitted to replace United
States Trust Company of New York as the custody agent for certain of its money
market instruments, securities and cash and Lenders have agreed to amend the
Credit Agreement to reflect such replacement;
WHEREAS, Borrower and Lenders desire to conform the Security Agreement to
the amendments to the Credit Agreement contained herein;
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, Lenders and the Agent, each intending to be legally
bound, hereby mutually agree as follows:
1. Capitalized Terms. All capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms in
the Credit Agreement.
2. Amendments to the Credit Agreement.
(a) For all purposes and whenever the same appears in the Credit
Agreement the defined term "U.S. Trust Custodial Account" is hereby deleted
and the defined terms "Bank of New York Custodial Account and NationsBank
Custodial Account" are substituted therefor which substituted defined terms
shall have the following respective meanings:
"Bank of New York Custodial Account" means, collectively, the
custody accounts maintained by Borrower with The Bank of New York Company,
Inc. pursuant to the Bank of New York Short Term Money Management Account,
current account no. 364982.
"NationsBank Custodial Account" means, collectively, the custody
accounts maintained by Borrower with NationsBank of Texas, N.A. pursuant to
the NationsBank Custody Agreement, current account no. 30061000016246.
(b) For all purposes and whenever the same appears in the Credit
Agreement the defined term "U.S. Trust Custody Agreement" is hereby deleted
and the defined terms "Bank of New York Custody Agreement and NationsBank
Custody Agreement" are substituted therefor which substituted defined terms
shall have the following respective meanings:
"Bank of New York Custody Agreement" means the Custody Agreement
dated December 2, 1994, between Borrower and The Bank of New York Company,
Inc., as such agreement may be amended, supplemented or modified from time to
time.
"NationsBank Custody Agreement" means the Custody Agreement dated
August 11, 1995, between Borrower and NationsBank of Texas, N.A., as such
agreement may be amended, supplemented or modified from time to time.
(c) For all purposes and whenever the same appears in the Credit
Agreement the defined term "U.S. Trust Custodial Account Statement" is hereby
deleted and the defined terms "Bank of New York Custodial Account Statement
and NationsBank Custodial Account Statement" are substituted therefor which
substituted defined terms shall have the following respective meanings:
"Bank of New York Custodial Account Statement" means a statement
to be delivered by or on behalf of Borrower on or before each of the third
(3rd) Business Day and the third (3rd) Business Day following the fifteenth
(15th) calendar day of each month during the term hereof, which shall reflect
the Market Value of the Marketable Securities on deposit in the Bank of New
York Custodial Account and upon which the Agent will determine the current
Borrowing Base. Such statement to be delivered shall be prepared by Borrower
from a summary statement attached thereto which was furnished to Borrower by
The Bank of New York Company, Inc.
"NationsBank Custodial Account Statement" means a statement to be
delivered by or on behalf of Borrower on or before each of the third (3rd)
Business Day and the third (3rd) Business Day following the fifteenth
(15th) calendar day of each month during the term hereof, which shall reflect
the Market Value of the Marketable Securities on deposit in the NationsBank
Custodial Account and upon which the Agent will determine the current
Borrowing Base. Such statement to be delivered shall be prepared by Borrower
from a summary statement attached thereto which was furnished to Borrower by
NationsBank of Texas, N.A.
3. Amendments to the Security Agreement.
(a) For all purposes and whenever the same appears in the
Security Agreement, the defined term "U.S. Trust Custodial Account" is hereby
deleted and the identical terms and respective meanings are substituted
therefor as provided in paragraph 2(a) above.
(b) As defined in Section 3(c) and utilized throughout the
Security Agreement, the term "Depository" shall hereafter mean, collectively,
The Bank of New York Company, Inc. and NationsBank of Texas, N.A. In all
other portions of the Security Agreement, the name United States Trust Company
of New York shall be replaced by the term "Depository".
(c) Section 6(a)(i) of the Security Agreement shall hereafter
provide in its entirety:
(i) to exercise exclusive dominion and control over the
Bank of New York Custodial Account and the NationsBank Custodial Account and
to exercise all of the Agent's rights as set forth in those certain Letter
Agreements dated as of August 11, 1995, entered into by and among the
Grantor, the Agent, The Bank of New York Company, Inc. and NationsBank of
Texas, N.A., forms of which are attached hereto as Annex I (collectively, the
"Letter Agreement"), including, without limitation, the Agent's right to
provide written instructions to The Bank of New York Company, Inc. and
NationsBank of Texas, N.A., respectively, with respect to the disposition of
any and all monies, instruments and other property deposited or accumulated
in the Bank of New York Custodial Account and the NationsBank Custodial
Account, or that become withdrawable from a payable out of the Bank of New
York Custodial Account and the NationsBank Custodial Account, including any
balances that may remain to the credit of the Bank of New York Custodial
Account and the NationsBank Custodial Account upon the closing thereof;
(d) Annex I to the Security Agreement is hereby amended in its
entirety by substituting therefor the two (2) Annex I's attached hereto.
4. Further Representations of Borrower.
(a) The execution, delivery and performance by Borrower of this
Amendment and the consummation of the transactions contemplated hereby:
(i) are within Borrower's corporate powers;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of stockholders where
required;
(iii) do not and will not (A) contravene Borrower's
certificate of incorporation or bylaws or other comparable governing
documents, (B) violate any other applicable Requirement of Law (including,
without limitation, Regulations G, T, U and X of the Board of Governors of
the Federal Reserve System), or any order or decree of any Governmental
Authority or arbitrator, (C) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of any Loan Party or any of the
Material Subsidiaries, or (D) result in the creation or imposition of any
Lien upon any of the property of any Loan Party or any of its Material
Subsidiaries, other than those in favor of the Agent pursuant to the
Collateral Securities; and
(iv) do not require the consent of, authorization by,
approval of, notice to, or filing or registration with, any Governmental
Authority or any other Person, other than those which have been or will be,
prior to the Effective Date, obtained or made and copies of which in the case
of those involving a Governmental Authority have been or will be delivered to
the Agent, and each of which on the Effective Date will be in full force and
effect.
(b) This Amendment has been duly executed and delivered by
Borrower. This Amendment is the legal, valid and binding obligation of
Borrower, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar law
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding of law or in equity).
(c) Borrower further represents and warrants that (i) all of the
representations and warranties made by Borrower in Article IV of the Credit
Agreement, and in each other Loan Document, are true and correct on and as of
the date hereof, as though made on the date hereof; (ii) Borrower has
complied with all terms and conditions set forth in the Credit Agreement, and
in each other Loan Document, as of the date hereof; and (iii) there has not
occurred, and currently there exists no, Default or Event of Default.
5. Conditions. The obligations of Lenders and the Agent under this
Amendment are subject to the condition precedent that (i) this Amendment shall
have been duly executed by Borrower and delivered to Lenders, and each Lender
and the Agent shall have executed a counterpart hereof and (ii) the Agent
shall have received the Letter Agreements duly executed by The Bank of New
York Company, Inc. and NationsBank of Texas, N.A.
6. Ratification of Credit Agreement. All terms and provisions of
the Credit Agreement and the Security Agreement not expressly amended hereby
are hereby ratified and reaffirmed and shall remain in full force and effect
without interruption, change, or impairment of any kind.
7. General.
(a) Applicable Law. This Amendment has been delivered and
accepted in, and shall be a contract made under and governed by the laws of
the State of New York.
(b) Binding Effect. This Amendment shall be binding upon and
inure to the benefit of Borrower and Lenders and their respective successors
and assigns.
(c) Payment of Expenses. Borrower agrees to reimburse the
Agent for out-of-pocket expenses and will pay fees of counsel on behalf of the
Agent reasonably incurred in the review of this Amendment.
(d) Headings. The Section and subsection headings of this
Amendment are for convenience and shall not affect, limit or expand any term
or provision hereof.
(e) Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and each counterpart
shall be deemed an original. No one counterpart need be signed by all parties
hereto, but all such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to Credit Agreement and First Amendment to Security Agreement to be executed
and delivered at Dallas, Texas, by their duly authorized officers, and to be
deemed effective as of the Effective Date.
TRITON ENERGY CORPORATION
By: /s/Richard D. Preston
Richard D. Preston
Treasurer
<PAGE>
BANQUE PARIBAS HOUSTON AGENCY,
as the Agent and as a Lender
By: /s/Mark M. Green
Name: Mark M. Green
Title: Vice President
By: /s/Marian Livingston
Name: Marian Livingston
Title: Vice President
UNION BANK
By: /s/Carl Stutzman
Name: Carl Stutzman
Title: Vice President
By: /s/Jeffrey A. Cohen
Name: Jeffrey A. Cohen
Title:
MEESPIERSON N.V.
By: /s/Darrell W. Holley
Name:Darrell W. Holley
Title:Vice President
CHEMICAL BANK
By: /s/Delia Marin
Name: Delia Marin
Title: Assistant Manager
EXHIBIT 10.46
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("this Amendment") is made
and entered into effective as of September 29, 1995 (the "Effective Date") by
and among TRITON ENERGY CORPORATION, a Texas corporation ("Borrower"), and the
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (individually
referred to herein as a "Lender" and collectively as "Lenders") and BANQUE
PARIBAS HOUSTON AGENCY, as agent for the Lenders (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, Borrower and Banque Paribas Houston Agency ("Paribas"),
with the Agent as Agent thereunder are parties to a Credit Agreement, dated as
of March 28, 1995 (the "Original Credit Agreement");
WHEREAS, pursuant to the First Amendment to Credit Agreement ("First
Amendment"), dated as of May 16, 1995, Union Bank ("Union Bank"), MeesPierson
N.V. ("MeesPierson") and Chemical Bank ("Chemical") purchased from Paribas,
and Paribas sold to Union Bank, MeesPierson and Chemical (sometimes referred
to herein collectively as "Assignees"), a portion of the Revolving Credit
Loans held by Paribas pursuant to, and which were outstanding under, the
Original Credit Agreement, and participated in a portion of the Letter of
Credit Reimbursement Obligations held by Paribas pursuant to, and which were
outstanding under, the Original Credit Agreement, in each case on the terms
and conditions and for the consideration therein set forth, and thereby the
Assignees became parties to the Original Credit Agreement as Lenders
thereunder, and the Original Credit Agreement was further amended in the
manner therein set forth;
WHEREAS, pursuant to the Second Amendment to Credit Agreement and
First Amendment to Security Agreement ("Second Amendment"), dated as of August
11, 1995, Borrower requested and the Lenders agreed to replace United States
Trust Company of New York as the custody agent for certain of its money
market instruments, securities and cash in the manner therein set forth
(the Original Credit Agreement, as amended by the First Amendment and the
Second Amendment, being referred to herein as the "Credit Agreement");
WHEREAS, Borrower has requested that the Lenders consent to an
extension of the Final Maturity Date under the Credit Agreement to October 1,
1997; and
WHEREAS, the Lenders and the Agent are willing to grant such request
on the terms provided for in this Amendment;
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and affirmed, Borrower, the Lenders and the Agent, each intending
to be legally bound, hereby mutually agree as follows:
1. Capitalized Terms. All capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms in
the Credit Agreement.
2. New Replacement Notes. In furtherance of the foregoing
transactions, Borrower shall execute and deliver to each of the Lenders its
replacement promissory notes dated the Effective Date in the form of Exhibits
"A-1" through "A-4" hereto attached ("New Replacement Notes"). The principal
amount of each New Replacement Note delivered to each Lender shall equal such
Lender's Commitment. The New Replacement Notes shall, upon acceptance by the
Lenders, as of the Effective Date constitute replacements and substitutions
for the four Revolving Credit Notes(Replacement Notes) dated May 16, 1995 (as
defined in and delivered pursuant to the First Amendment) (the "Existing
Notes"). All references in the Credit Agreement to the Revolving Credit Notes
shall, from and after the Effective Date, be deemed to refer to the New
Replacement Notes, the same as if such New Replacement Notes were the
Revolving Credit Notes defined, described and referred to in the Credit
Agreement. Upon acceptance of the New Replacement Notes, each of the Lenders,
respectively, agrees to return to Borrower its respective Existing Note marked
"Renewed and Extended as of September 29, 1995", being the Effective Date of
this Amendment.
3. Definition. Article I is hereby amended to amend and restate
the following Definition in its entirety:
"'Final Maturity Date' means October 1, 1997."
4. Representations of Borrower.
(a) The execution, delivery and performance by Borrower of this
Amendment and the consummation of the transactions contemplated hereby:
(i) are within Borrower's corporate powers;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of stockholders where
required;
(iii) do not and will not (A) contravene Borrower's certificate
of incorporation or by-laws or other comparable governing documents, (B)
violate any other applicable Requirement of Law (including, without
limitation, Regulations G, T, U and X of the Board of Governors of the Federal
Reserve System), or any order or decree of any Governmental Authority or
arbitrator, (C) conflict with or result in the breach of, or constitute a
default under, or result in or permit the termination or acceleration of, any
Contractual Obligation of any Loan Party or any of the Material Subsidiaries,
or (D) result in the creation or imposition of any Lien upon any of the
property of any Loan Party or any of its Material Subsidiaries, other than
those in favor of the Agent pursuant to the Collateral Securities; and
(iv) do not require the consent of, authorization by, approval
of, notice to, or filing or registration with, any Governmental Authority or
any other Person, other than those which have been or will be, prior to the
Effective Date, obtained or made and copies of which in the case of those
involving a Governmental Authority have been or will be delivered to the
Agent, and each of which on the Effective Date will be in full force and
effect.
(b) This Amendment has been duly executed and delivered by
Borrower. This Amendment is the legal, valid and binding obligation of
Borrower, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar law
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding of law or in equity).
(c) Borrower further represents and warrants that (i) all of the
representations and warranties made by Borrower in Article IV of the Credit
Agreement and in each other Loan Document are true and correct on and as of
the date hereof, as though made on the date hereof; (ii) Borrower has complied
with all terms and conditions setforth in the Credit Agreement and in each
other Loan Document as of the date hereof; and (iii) there has not occurred,
and currently there exists no, Default or Event of Default.
5. Conditions. The obligations of the Lenders and the Agent under this
Amendment are subject to the following conditions precedent:
(a) Execution and Delivery. This Amendment and the New Replacement
Notes shall have been duly executed by Borrower and delivered to the Lenders,
and each Lender and the Agent shall have executed a counterpart hereof.
(b) Legal Opinion. Each Lender and the Agent shall have received a
favorable opinion of Jackson & Walker, L.L.P., in substantially the form of
Exhibit B attached hereto.
(c) Australian Matters. The Agent shall have received the
following:
(i) Acknowledgement and Consent executed by Trident Oil
(Holdings) Pty Limited ACN 000 695 492, in substantially the form of Exhibit C
attached hereto; and
(ii) satisfactory searches in respect of the Australian
Securities Commission records pertaining to Trident Oil (Holdings) Pty Limited
and Crusader Limited ACN 009 785 326.
6. Ratification of Credit Agreement. All terms and provisions of the
Credit Agreement not expressly amended hereby are hereby ratified and
reaffirmed and shall remain in full force and effect without interruption,
change, or impairment of any kind.
7. General.
(a) Applicable Law. This Amendment has been delivered and accepted
in, and shall be a contract made under and governed by the laws of the State
of New York.
(b) Binding Effect. This Amendment shall be binding upon and
inure to the benefit of Borrower and the Lenders and their respective
successors and assigns.
(c) Payment of Expenses. Borrower agrees to reimburse the
Lenders for out-of-pocket expenses and will pay fees of counsel on behalf of
the Lenders reasonably incurred in the preparation, and subsequent enforcement
of this Amendment and the New Replacement Notes.
(d) Headings. The Section and subsection headings of this
Amendment are for convenience and shall not affect, limit or expand any term
or provision hereof.
(e) Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and each counterpart
shall be deemed an original. No one counterpart need be signed by all parties
hereto, but all such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Credit Agreement to be executed and delivered at Dallas, Texas by
their duly authorized officers, to be deemed effective as of the Effective
Date.
TRITON ENERGY CORPORATION
By:/s/Peter Rugg
Peter Rugg
Senior Vice President and
Chief Financial Officer
BANQUE PARIBAS HOUSTON AGENCY,
as the Agent and as a Lender
By:/s/ Mark M. Green
Mark M. Green
Vice President
By:/s/Marian Livingston
Marian Livingston
Vice President
UNION BANK
By: /s/Jeffrey A. Cohen
Name: Jeffrey A. Cohen
Title:Vice President
By: /s/Carl Stutzman
Name: Carl Stutzman
Title: Vice President
MEESPIERSON N.V.
By: /s/Darrel W. Holley and
/s/ Karel Layman
Name: Darrel W. Holley
Title: Vice President
Name: Karel Louman
Title: Vice President
CHEMICAL BANK
By: /s/John F. Gehebe
Name: John F. Gehebe
Title: Assistant Vice President
EXHIBIT "A-1"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $20,000,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Banque Paribas Houston Agency (the "Lender") the principal sum of Twenty
Million United States Dollars ($20,000,000), or, if less, the aggregate unpaid
principal amount of all Revolving Credit Loans (as defined in the Credit
Agreement referred to below) of the Lender to the Borrower, payable at such
times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 787 Seventh Avenue, New York, NY 10019, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit
Agreement dated effective August 11, 1995 (the "Second Amendment") and the
Third Amendment to Credit Agreement dated effective September 29, 1995 (the
"Third Amendment") (said Agreement, as amended by the First Amendment, the
Second Amendment and the Third Amendment, and as it may be amended or
otherwise modified thereafter from time to time, being the "Credit Agreement"),
among the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$20,000,000 made payable to the order of Banque Paribas Houston Agency.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT "A-2"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $17,500,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
MeesPierson N.V. (the "Lender") the principal sum of Seventeen Million Five
Hundred Thousand United States Dollars ($17,500,000), or, if less, the
aggregate unpaid principal amount of all Revolving Credit Loans (as defined in
the Credit Agreement referred to below) of the Lender to the Borrower, payable
at such times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 787 Seventh Avenue, New York, NY 10019, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third Amendment
to Credit Agreement dated effective September 29, 1995 (the "Third Amendment")
(said Agreement, as amended by the First Amendment, the Second Amendment and
the Third Amendment, and as it may be amended or otherwise modified thereafter
from time to time, being the "Credit Agreement"), among the Borrower, the
Lender,the other financial institutions referred to therein and Banque Paribas
Houston Agency, as agent for the Lender and such other financial institutions,
and the other Loan Documents referred to therein and entered into pursuant
thereto. The Credit Agreement, among other things, (i) provides for the making
of Revolving Credit Loans by the Lender to the Borrower in an aggregate amount
not to exceed at any time outstanding the United States dollar amount first
above mentioned, the indebtedness of the Borrower resulting from such Revolving
Credit Loans being evidenced by this Note, and (ii) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon
the happening of certain stated events and also for prepayments on account of
the principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$17,500,000 made payable to the order of MeesPierson N.V.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT "A-3"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $17,500,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Union Bank (the "Lender") the principal sum of Seventeen Million Five Hundred
Thousand United States Dollars ($17,500,000), or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans (as defined in the
Credit Agreement referred to below) of the Lender to the Borrower, payable at
such times, and in such amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 787 Seventh Avenue, New York, NY 10019, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third
Amendment to Credit Agreement dated effective September 29, 1995 (the "Third
Amendment") (said Agreement, as amended by the First Amendment, the Second
Amendment and the Third Amendment, and as it may be amended or otherwise
modified thereafter from time to time, being the "Credit Agreement"), among
the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$17,500,000 made payable to the order of Union Bank.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT A-4"
THIRD AMENDMENT TO CREDIT AGREEMENT
FORM OF REVOLVING CREDIT NOTE
(NEW REPLACEMENT NOTE)
U.S. $10,000,000 Dated: September 29, 1995
FOR VALUE RECEIVED, the undersigned, Triton Energy Corporation, a
Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
Chemical Bank (the "Lender") the principal sum of Ten Million United States
Dollars ($10,000,000), or, if less, the aggregate unpaid principal amount of
all Revolving Credit Loans (as defined in the Credit Agreement referred to
below) of the Lender to the Borrower, payable at such times, and in such
amounts, as are specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount
of the Revolving Credit Loans from the date made until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America at the office of the Agent, Banque Paribas Houston
Agency, at The Equitable Tower, 787 Seventh Avenue, New York, NY 10019, in
immediately available funds. The Revolving Credit Loans made by the Lender to
the Borrower, and all payments made on account of the principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on this
Note.
This Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement, dated as of March 28,
1995, as amended by the First Amendment to Credit Agreement dated effective
May 16, 1995 (the "First Amendment"), the Second Amendment to Credit Agreement
dated effective August 11, 1995 (the "Second Amendment") and the Third
Amendment to Credit Agreement dated effective September 29, 1995 (the "Third
Amendment") (said Agreement, as amended by the First Amendment, the Second
Amendment and the Third Amendment, and as it may be amended or otherwise
modified thereafter from time to time, being the "Credit Agreement"), among
the Borrower, the Lender, the other financial institutions referred to
therein and Banque Paribas Houston Agency, as agent for the Lender and such
other financial institutions, and the other Loan Documents referred to therein
and entered into pursuant thereto. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the
United States dollar amount first above mentioned, the indebtedness of the
Borrower resulting from such Revolving Credit Loans being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated
events and also for prepayments on account of the principal hereof prior
to the maturity hereof upon the terms and conditions therein specified.
This Note is issued under and pursuant to the Third Amendment and
represents a replacement, substitution and change in form for the Indebtedness
heretofore evidenced by that certain Revolving Credit Note (Replacement Note)
of the Borrower dated May 16, 1995 in the original principal amount of
$10,000,000 made payable to the order of Chemical Bank.
This Note is entitled to the benefits of certain guaranties and is
secured as provided in the Loan Documents (as defined in the Credit
Agreement).
The Indebtedness evidenced by this Note represents "Designated
Senior Indebtedness" as such term is defined in the Chemical Indenture (as
defined in the Credit Agreement).
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
TRITON ENERGY CORPORATION
By:
Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
EXHIBIT 15.1
November 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Triton Energy Corporation has included our report dated
October 31, 1995 (issued pursuant to the provisions of Statement of Auditing
Standards No. 71) in the Registration Statements on Form S-8 (Nos. 2-80978,
33-4042, 33-27203, 33-29498, 33-46968 and 33-51691) and the Registration
Statements on Form S-3 (Nos. 33-11920, 33-15793, 33-17614, 33-21984, 33-23058,
33-25634, 33-31319, 33-45847, 33-69230, 33-55347, 33-46292 and 33-59567).
We are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP
Dallas, Texas
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 9/30/95
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 75,989
<SECURITIES> 57,338
<RECEIVABLES> 33,122
<ALLOWANCES> 0
<INVENTORY> 2,339
<CURRENT-ASSETS> 172,376
<PP&E> 727,320
<DEPRECIATION> 261,504
<TOTAL-ASSETS> 827,155
<CURRENT-LIABILITIES> 36,586
<BONDS> 0
<COMMON> 35,871
0
14,119
<OTHER-SE> 193,222
<TOTAL-LIABILITY-AND-EQUITY> 827,155
<SALES> 80,841
<TOTAL-REVENUES> 80,841
<CGS> 27,210
<TOTAL-COSTS> 27,210
<OTHER-EXPENSES> 17,597
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,210
<INCOME-PRETAX> 15,856
<INCOME-TAX> 9,923
<INCOME-CONTINUING> 5,933
<DISCONTINUED> 3,821
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,112
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
