EXHIBIT 10.323
ACKNOWLEDGMENT OF RIG OWNERSHIP AND
RATIFICATION OF OPERATION AND MAINTENANCE AGREEMENT
This Acknowledgment of Rig Ownership and Ratification of Operation and
Maintenance Agreement ("Acknowledgment") dated as of February 1, 2000 is
among R&B Falcon Corporation, a Delaware corporation ("Manager"), RBF
Exploration Co., a Nevada corporation ("RBFE"), and BTM Capital
Corporation, a Delaware corporation ("Independent Owner").
WHEREAS, Manager and RBFE have entered into that certain Operation and
Maintenance Agreement dated as of August 12, 1999 ("O&M Agreement"); and
WHEREAS, RBFE and the Independent Owner contemporaneously with the
execution hereof have entered into that certain Equipment Sale and Funding
Agreement of even date herewith ("Sale and Funding Agreement") pursuant to
which RBFE conveyed certain property and equipment for use in the
construction of the Drilling Rig (as defined in the O&M Agreement) to the
Independent Owner (the "Conveyance of Drilling Rig Equipment"); and
WHEREAS, Hyundai Corporation, Hyundai Heavy Industries Co., Ltd.
(collectively, "Hyundai"), RBFE and the Independent Owner contemporaneously
with the execution hereof have entered into that certain Novation Agreement
of even date herewith ("Novation Agreement") pursuant to which RBFE
transferred all of its rights and obligations under that certain Contract
for Construction and Sale of Vessel (Hull No. HRBS6) dated November 14,
1997 beween RBFE and Hyundai to the Independent Owner (together with the
Conveyance of Drilling Rig Equipment, the "Conveyance of Drilling Rig
Interests");
NOW THEREFORE, in consideration of the premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Manager understands that RBFE has entered into the Sale and
Funding Agreement and the Novation Agreement and hereby acknowledges and
consents to the Conveyance of Drilling Rig Interests.
2. Manager hereby agrees that the obligations and liabilities of the
Manager under the O&M Agreement are beneficial both to RBFE and the
Independent Owner and that such obligations and liabilities may be enforced
by either RBFE or RBFE on behalf of the Independent Owner.
3. Manager hereby further agrees that the Conveyance of Drilling Rig
Interests in no way affects the underlying terms of the O&M Agreement as
between Manager and RBFE, and Manager hereby ratifies and affirms its
obligations and continued liability under the O&M Agreement.
4. THIS ACKNOWLEDGMENT (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.
5. The parties may sign any number of copies of this Acknowledgment.
Each signed copy shall be an original, but all of such executed copies
together shall represent the same agreement.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment
to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
R&B FALCON CORPORATION
By:_______________________________________
Name:
Title:
RBF EXPLORATION CO.
By:_______________________________________
Name:
Title:
BTM CAPITAL CORPORATION
By:_______________________________________
Name:
Title:
