EXHIBIT 10.326
ACKNOWLEDGMENT OF INDEPENDENT TRANSACTION
WHEREAS, Victory Receivables Corporation, Anchor National Life
Insurance Company, First SunAmerica Life Insurance Company and Parthenon
Receivables Funding, LLC ("Purchasers") have each entered into certain Note
Purchase Agreements dated as of August 12, 1999 with RBF Exploration Co., a
Nevada corporation ("Issuer"), as amended by certain First Amendments to
Note Purchase Agreements of even date herewith, and as may be further
amended from time to time; and
WHEREAS, Issuer and Chase Bank of Texas, National Association, as
Trustee ("Trustee"), entered into that certain Trust Indenture and Security
Agreement dated as of August 12, 1999 (the "Indenture"), 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" and together with
the Purchasers, Issuer, Trustee and any other person or entity, the
"Parties"), Issuer, and Trustee, and as may be further supplemented or
amended from time to time (the "Indenture"); and
WHEREAS, Issuer now desires to amend, or have amended, 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, and Issuer also 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"); and
WHEREAS, after execution of the New Documents, Issuer may propose to
further change the structure of the transaction ("Stage Two") and further
amend some or all of the Stage One Documents or enter into or create new
documents with respect thereto (the "Stage Two Documents");
NOW, THEREFORE, to clarify the intentions of the Parties with respect
to any further amendment of any of the documents or the completion of Stage
Two, the Parties hereby agree and acknowledge as follows:
1. Unless otherwise defined herein, capitalized terms used herein
shall have the meaning ascribed thereto in the Supplemental Indenture or,
if not therein, in the Indenture.
2. The execution and delivery of the Stage One Documents are not
required pursuant to the terms of the Indenture, but are being executed and
delivered at the request of the Issuer. Such execution and delivery of the
Stage One Documents does not, and shall not be deemed to, (a) evidence any
consent or approval of Stage Two by any of the Parties, (b) require the
Parties to negotiate with respect to Stage Two and (c) require the Parties
to enter into, acknowledge, consent or take any other action or inaction
with respect to Stage Two or any Stage Two Document.
3. THIS ACKNOWLEDGMENT OF INDEPENDENT TRANSACTION (INCLUDING, BUT
NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
OTHER THAN CONFLICT OF LAWS RULES THEREOF THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
4. The Parties may sign any number of copies of this Acknowledgment
of Independent Transaction. Each signed copy shall be an original, but all
of such executed copies together shall represent the same agreement.
IN WITNESS WHEREOF, the undersigned Parties have caused this
Acknowledgment of Independent Transaction to be executed and delivered by
its duly authorized officer as of February 1, 2000.
RBF EXPLORATION CO.
By_________________________
Name:______________________
Title:_____________________
BTM CAPITAL CORPORATION
By_________________________
Name:______________________
Title:_____________________
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By_________________________
Name:______________________
Title:_____________________
VICTORY RECEIVABLES CORPORATION
By_________________________
Name:______________________
Title:_____________________
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By_________________________
Name:______________________
Title:_____________________
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By_________________________
Name:______________________
Title:_____________________
PARTHENON RECEIVABLES FUNDING, LLC
By: Parthenon Receivables Funding Corporation,
its sole member
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 Trustee 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
