EXHIBIT 10.32
CONSENT OF NOTE HOLDER
WHEREAS, the undersigned ("Note Holder") entered into that
certain Note Purchase Agreement dated as of August 12, 1999 and
that certain First Amendment to Note Purchase Agreement dated
February 1, 2000 (as may be further amended, the "Note Purchase
Agreement") with RBF Exploration Co., a Nevada corporation
("Issuer");
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 with
Chase Bank of Texas, National Association, as Trustee ("Trustee")
and that certain Supplemental Indenture and Amendment thereto
dated as of February 1, 2000 with BTM Capital Corporation, a
Delaware corporation ("Independent Owner") and Trustee (as may be
further supplemented and amended, the "Indenture"); 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 a proposed United Kingdom lease
relating to the Drilling Rig (as defined in the Indenture) (the
"UK Lease"); 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 "Lease Implementation Documents") in connection
with the UK Lease;
NOW, THEREFORE, to comply with the provisions of Article 11
of the Indenture and to allow for the UK Lease, 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 Second Supplemental Indenture and
Amendment of even date herewith (the "Second Supplemental
Indenture") by and among Independent Owner, Trustee, Issuer, R&B
Falcon Deepwater (UK) Limited, a company incorporated in England
and Wales ("Lessee") and Nautilus Exploration Limited, a company
incorporated in the Cayman Islands ("Standby Purchaser") or, if
not therein, in the Indenture.
2. Solicitation. Note Holder has been informed of, and
had an opportunity to review, each of the Lease Implementation
Documents and has been afforded the opportunity of considering
such Lease Implementation Documents with sufficient information
to make an informed decision with respect thereto.
3. Documents. Note Holder has received copies of each of
the Lease Implementation 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 execute and deliver each of the New Documents to
which Trustee is a party.
4. Security Interests. Note Holder hereby consents, to
the extent required by the Indenture, (a) to the grant of the
security interest by both Lessee and Standby Purchaser to Trustee
as provided in Article 3 of the Second Supplemental Indenture and
(b) 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 Second
Supplemental Indenture.
6. Sale of Notes. Note Holder hereby expressly agrees to
sell any Notes then held by Note Holder pursuant to the
provisions of Section 6.04 of the Second Supplemental Indenture;
provided that Note Holder does not consent to the release or
discharge of any indemnity amount or other obligation which is
not fully paid and satisfied in full out of the sale proceeds of
such Notes.
7. 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.
8. No Further Consent. Note Holder expressly does not
hereby or otherwise consent to (a) any further amendment, change,
assignment or novation of (i) the Lease Implementation Documents
(including, without limitation, any amendments, changes,
assignments or novations made pursuant to clause 5.9 of the Deed
of Proceeds) 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 or any interest therein other than pursuant
to the Indenture, Hire Purchase Agreement, Put-Option Agreement
or Deed of Proceeds or (c) any further assignment by the Lessee
or the Issuer of any of their respective right, title or interest
in, to or under the SDDI Contract or the Operation and
Maintenance Agreement, whether or not contemplated by the Lease
Implementation Documents.
9. Principal Amount Owed. Note Holder is the record
owner, as of the date of execution hereof, 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 May 26, 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 May 31, 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 May 31, 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 May 26, 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. Supplemental Indenture
3. Operation and Maintenance Agreement
4. SDDI Contract
5. First Preferred Ship Mortgage
SCHEDULE B
New Documents
1. Second Supplemental Indenture
2. Transfer Agreement
3. Second Preferred Ship Mortgage
5. Lease
6. Standby Lease
7. Hire Purchase Agreement
8. Deed of Proceeds
9. New Assignment of Drilling Contract
10. Certain UCC-1 Financing Statements executed by Lessee and
Standby Purchaser in favor of Trustee relating to security
interests granted under the Second Supplemental Indenture
and the Assignment of Drilling Contract.
11. Subordination Agreement among Sovereign, Trustee,
Independent Owner, Issuer, Standby Purchaser, Account Bank
and Trustee.
12. Put-Option Agreement
13. SDDI Consent
14. SDDI Estoppel Letter
15. Amendment to First Mortgage
16. Debenture
17. Credit Agreement
