EXHIBIT 10.1
CONSENT OF NOTE HOLDER
WHEREAS, the undersigned ("Note Holder") entered into that certain
Note Purchase Agreement dated as of August 12, 1999 (the "Note Purchase
Agreement") with RBF Exploration Co., a Nevada corporation ("Issuer"); and
WHEREAS, as a condition to Note Holder entering into the Note Purchase
Agreement, Issuer entered into that certain Trust Indenture and Security
Agreement dated as of August 12, 1999 ("Indenture") with Chase Bank of
Texas, National Association, as Trustee ("Trustee"); and
WHEREAS, Issuer now desires to amend or replace, or have amended or
replaced, certain documents subject or related to the Indenture that are
listed on Schedule A hereto (the "Amended Documents") in connection with
the delivery of the Drilling Rig (as defined in the Indenture) (the "Stage
One Delivery"); and
WHEREAS, Issuer now desires to enter into, or have entered into or
created, certain documents that are listed on Schedule B hereto (the "New
Documents" and collectively with the Amended Documents, the "Stage One
Documents") in connection with the Stage One Delivery;
NOW, THEREFORE, to comply with the provisions of Article 11 of the
Indenture and to allow for the Stage One Delivery, Note Holder hereby
expressly agrees, consents or declares to Trustee as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms
used herein shall have the meaning ascribed thereto in that certain
Supplemental Indenture and Amendment of even date herewith (the
"Supplemental Indenture") by and among BTM Capital Corporation, a Delaware
corporation ("Independent Owner"), Trustee and Issuer or, if not therein,
in the Indenture.
2. Solicitation. Note Holder has been informed of, and had an
opportunity to review, each of the New Documents and has been afforded the
opportunity of considering such New Documents with sufficient information
to make an informed decision with respect thereto. Note Holder has not,
directly or indirectly, received any remuneration, whether of supplemental
or additional interest, fee or otherwise as consideration for entering into
the New Documents.
3. Documents. Note Holder has received copies of each of the Stage
One Documents and hereby consents, to the extent required by the Indenture,
to (a) the amendment, change or novation of the Amended Documents and (b)
the execution and delivery of each of the New Documents. Note Holder
hereby directs Trustee, to the extent required or permitted by the
Indenture, to (a) execute and deliver each of the New Documents to which
Trustee is a party and (b) deliver to the Sureties the Original Performance
Bond.
4. Security Interests. Note Holder hereby consents, to the extent
required by the Indenture, (a) to the release of the security interest by
the Trustee as provided in Section 2.03(a) of the Supplemental Indenture,
(b) to the concurrent grant of the security interest by the Independent
Owner to Trustee as provided in Article 3 of the Supplemental Indenture and
(c) to the creation, modification or release of such other liens, if any,
provided for in the New Documents.
5. Trustee Consent Authorized. Note Holder hereby consents, to the
extent required by the Indenture, to the consents given by the Trustee
under Article 2 of the Supplemental Indenture.
6. Waiver of Notice. Note Holder hereby waives the notice
requirements otherwise required to be given by the Trustee under Section
11.3 of the Indenture.
7. No Further Consent. Note Holder expressly does not hereby or
otherwise consent to (a) any further amendment, change, assignment or
novation of (i) the Stage One Documents after the execution and delivery
thereof in the form provided to Note Holder or (ii) any other Transaction
Document, (b) to any sale, assignment or other disposition of the Drilling
Rig or the Equipment other than pursuant to the Put Option in Section 10 of
the Sale and Funding Agreement, subject to the conditions set forth in
Section 2.03(c) of the Supplemental Indenture or (c) to any assignment by
the Issuer of any of its right, title or interest in, to or under the SDDI
Contract or the Operation and Maintenance Agreement, whether or not
contemplated by the Stage One Documents.
8. Principal ▇▇▇▇▇▇ ▇▇▇▇. Note Holder is the record owner of a Note
in the principal amount as set forth below its signature and, as such, has
all requisite authority to execute and deliver this consent.
[signature page follows]
IN WITNESS WHEREOF, the undersigned Note Holder has caused this
Consent of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.
NOTE HOLDER:
VICTORY RECEIVABLES CORPORATION
By:______________________________
Name:
Title:
Class A1 Note Holder in the amount of
$200,000,000.00
IN WITNESS WHEREOF, the undersigned Note Holder has caused this
Consent of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.
NOTE HOLDER:
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By:______________________________
Name:
Title:
Class A2 Note Holder in the amount of
$10,000,000.00
IN WITNESS WHEREOF, the undersigned Note Holder has caused this
Consent of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.
NOTE HOLDER:
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By:______________________________
Name:
Title:
Class A2 Note Holder in the amount of $5,000,00.00
IN WITNESS WHEREOF, the undersigned Note Holder has caused this
Consent of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.
NOTE HOLDER:
PARTHENON RECEIVABLES FUNDING LLC
By: Parthenon Receivables Funding Corporation,
its sole member
By:______________________________
Name:
Title:
Class A2 Note Holder in the amount of
$35,000,000.00
SCHEDULE A
Amended Documents
1. Indenture
2. Construction Contract
3. Construction Supervisory Agreement
4. Performance Guarantee
5. Performance Bond
6. Note Purchase Agreements
7. UCC-1 Financing Statement file number 99-164271 executed by Issuer in
favor of ▇▇▇▇▇▇▇ filed on August 16, 1999
SCHEDULE B
New Documents
1. Supplemental Indenture
2. Amendment to Note Purchase Agreement
3. New Performance Bond
4. First Preferred Ship Mortgage
5. New Construction Supervisory Agreement
6. Sale and Funding Agreement
7. Novation Agreement
8. Certain UCC-1 Financing Statements executed by Issuer and Independent
Owner in favor of Trustee relating to security interests granted under
the Indenture, Supplemental Indenture and the Assignment of Interests
9. UCC-3 Financing Statement Change executed by Issuer and Trustee
affecting and evidencing the transaction contemplated by the Stage One
Documents
10. Acknowledgment of Rig Ownership and Ratification of Operation and
Maintenance Agreement by and among Parent, Issuer and Independent
Owner
11. New Performance Guarantee
12. Collection Account Notification Letter
13. Acknowledgment of Independent Transaction of even date herewith by and
among each Note Holder signatory to the Note Purchase Agreements,
Issuer, Independent Owner and Trustee