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EXHIBIT 10.2
Crosby Capital, LLC
c/o Bunker Hill Associates, Inc.
712 Main Street
Suite 1700
Houston, Texas 77002
June 8, 2000
Mr. Ronald Suttill, President
Aviva America, Inc.
8235 Douglas Avenue
Suite 400
Dallas, Texas 75225
Re: Requested Consent and Waiver Under Loan Documents
Dear Mr. Suttill:
As you are aware, Crosby Capital, LLC ("Crosby") acquired as of May 1, 2000
from ING (U.S.) Capital, LLC, that certain Promissory Note dated October 28,
1998 made by Neo Energy, Inc. in the original principal amount of $9,000,000
(the "ING Note"). Crosby also acquired as of May 1, 2000 from the Overseas
Private Investment Corporation, an agency of the United Stated ("OPIC"), that
certain Stage I Promissory Note made by Argosy Energy International dated August
12, 1994 in the original principal amount of $4,400,000 and that certain Stage
II Promissory Note made by Argosy Energy International dated October 25, 1995 in
the original principal amount of $4,800,000 together with all related security
documents, loan documents, pledge agreements, and related rights for each
(collectively, the "Loan Documents").
Under the terms of the Loan Documents, Crosby currently has a perfected
lien and security interest in, among other properties, the oil, gas and mineral
interests owned by Aviva America, Inc. ("Aviva America") in the State of
Louisiana, including, but not limited to Aviva America's oil and gas properties
in the Breton Sound 31 field, offshore Louisiana (the "Breton Sound
Properties"). Aviva America has advised Crosby that it has negotiated a Farmout
Agreement with Savon Nouvelle Petroleum, Inc. ("Savon") under which Aviva
America has agreed to farmout its deep rights in and to the Breton Sound
Properties to Savon. A copy of the form of Farmout Agreement that has been
negotiated by Aviva America with Savon is attached hereto as Exhibit A (the
"Savon Farmout Agreement").
One of the conditions set out in the Savon Farmout Agreement is that
Aviva America obtain a release and/or subordination of Crosby's liens and
security interest in and to the Breton Sound Properties insofar as they burden
the interest to be farmed out to Savon under the terms of
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the Savon Farmout Agreement. Crosby, subject to the terms and provisions
hereinafter set out, has agreed to provide a subordination of its liens and
security interest in the Breton Sound Properties to the rights to be earned by
Savon under the terms of the Savon Farmout Agreement. Specifically, Crosby
consents to Aviva America's entry into the Savon Farmout Agreement and agrees to
subordinate its liens and security interest to the interest to be earned by
Savon under the terms of the Savon Farmout Agreement subject to the following
terms and conditions:
1. A Farmout Agreement in substantially the form of the Savon Farmout
Agreement must be executed by Aviva America and Savon no later than
August 1, 2000.
2. Upon Savon's execution of a farmout agreement in substantially the
form attached hereto as Exhibit A on or before August 1, 2000, Crosby
agrees to execute and deliver to Savon its commitment to subordinate
its liens and security interest to the rights to be earned by Savon
under the terms of the Savon Farmout Agreement, said agreement to be
in substantially the form of the letter agreement attached hereto as
Exhibit B.
3. To the extent that Aviva America's entry into the Savon Farmout
Agreement in accordance with the terms and provisions of this consent
violates any of the covenants or agreements of Aviva America or any of
its affiliates under any of the Loan Documents, Crosby hereby waives
such violations for the sole purpose of authorizing Aviva America to
enter into the Savon Farmout Agreement and the execution of any
documentation necessary to effect that transaction. Except as set
forth in the immediately preceding sentence, Aviva America hereby
agrees, on its own behalf and on behalf of its affiliates, that such
waiver does not constitute a waiver of, or a consent to, any present
or future violation of or noncompliance with any provision of the Loan
Documents or a waiver of Crosby to insist upon future compliance with
each term, covenant, condition and provision of the Loan Documents.
This consent and waiver may be executed in one or more counterparts, each
of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one in the same instrument.
Please indicate in the appropriate space provided below your agreement
to the terms and conditions of this consent and waiver. This consent and waiver
shall not be of any force and effect until such time as Crosby has received your
written agreement thereto in the space provided below.
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Very truly yours,
CROSBY CAPITAL, LLC
By: /s/ Jay A. Chaffee
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Name: Jay A. Chaffee
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Title: President
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AGREED TO AND ACCEPTED THIS 8th day of June, 2000.
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AVIVA AMERICA INC.
By: /s/ R. Suttill
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Ronald Suttill, President
