EXHIBIT 10.2
CONSENT OF SURETY
WHEREAS, RBF Exploration Co., a Nevada corporation ("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") as supplemented and amended by 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; and
WHEREAS, Travelers Casualty and Surety Company of America and American
Home Assurance Company (each, a "Surety") and RBF Exploration II Inc. ("RBF
II") entered into that certain Performance Bond dated August 18, 1999 (the
"First Bond"), and whereas, in replacement of the First Bond, RBF II, the
Sureties and the Independent Owner have entered into that certain
Performance Bond of even date herewith: 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, the undersigned Surety
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 the Supplemental
Indenture or, if not therein, the Indenture.
2. Documents. Surety has received copies of each of the Stage One
Documents and hereby consents, to the extent required by the Indenture or
the First Bond, to (a) the amendment, change or novation of the Amended
Documents and (b) the execution and delivery of each of the New Documents.
Surety 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 First Bond.
3. Security Interests. Surety hereby consents, to the extent
required by the Indenture or the First Bond, (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.
4. Trustee Consent Authorized. Surety hereby consents, to the
extent required by the Indenture or the First Bond, to the consents given
by the Trustee under Article 2 of the Supplemental Indenture.
[signature page follows]
IN WITNESS WHEREOF, the undersigned Surety has caused this Consent of
Surety to be executed and delivered by its duly authorized officer as of
February 1, 2000.
SURETY:
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
By:______________________________
Name:
Title:
SURETY:
AMERICAN HOME ASSURANCE COMPANY
By:______________________________
Name:
Title:
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. New Performance Guarantee