EXHIBIT 4.3
                                                                         
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                      REGISTRATION RIGHTS AGREEMENT
                                    
                                    
                          as of March 26, 1999
                              by and among
                                    
                             RBF FINANCE CO.
                         R&B FALCON CORPORATION
                                   and
                                    
           DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
                                    
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                      REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of March 26, 1999, by and among RBF Finance Co., a
Delaware corporation ("Finco"), and R&B Falcon Corporation, a Delaware
corporation (the "Company"), which will guarantee (its guarantees
hereinafter, the "Guarantees") the obligations of Finco under the Notes
(as defined herein), and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ" or the Initial Purchaser"), who has agreed to purchase
Finco's Senior Secured Notes due 2006 and Finco's Senior Secured Notes
due 2009 (collectively, the "Restricted Notes") pursuant to the Purchase
Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated
March 19, 1999 (the "Purchase Agreement"), by and among Finco, the
Company and the Initial Purchaser.  In order to induce the Initial
Purchaser to purchase the Restricted Notes, Finco and the Company have
agreed to provide the registration rights set forth in this Agreement.
The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchaser set forth in Section 3 of the
Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Indenture, dated
March 26, 1999 among Finco, the Company and United States Trust Company
of New York, as Trustee, relating to the Restricted Notes and the
Exchange Notes (the "Indenture").

      The parties hereby agree as follows:

SECTION 1.     DEFINITIONS

      As used in this Agreement, the following capitalized terms shall
have the following meanings:

      Act:  The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

      Affiliate:  As defined in Rule 144 under the Act.

      Broker-Dealer:  Any broker or dealer registered under the Exchange
Act.

      Certificated Securities:  As defined in the Indenture.

      Closing Date:  The date hereof.

      Commission:  The Securities and Exchange Commission.

      Consummate:  An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b)
the maintenance of such Exchange Offer Registration Statement
continuously effective and the keeping of the Exchange Offer open for a
period not less than the period required pursuant to Section 3(b) hereof
and (c) the delivery by the Company to the Registrar under the Indenture
of Exchange Notes in the same aggregate principal amount as the aggregate
principal amount of Restricted Notes tendered by Holders thereof pursuant
to the Exchange Offer.

      Consummation Deadline:  As defined in Section 3(b) hereof.

      Effectiveness Deadline:  As defined in Section 3(a) or 4(a) hereof,
as applicable.

      Exchange Act:  The Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

      Exchange Notes:  Finco's Senior Secured Notes due 2006 and Senior
Secured Notes due 2009, and unless the context otherwise requires, the
Guarantees thereof, to be issued pursuant to the Indenture:  (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

      Exchange Offer:  The exchange and issuance by Finco of a principal
amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal
amount of Restricted Notes that are tendered by such Holders in
connection with such exchange and issuance.

      Exchange Offer Registration Statement:  The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

      Exempt Resales:  The transactions in which the Initial Purchaser
proposes to sell the Restricted Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act and pursuant
to Regulation S under the Act.

      Filing Deadline:  As defined in Sections 3(a) or 4(a) hereof, as
applicable.

      Holders:  As defined in Section 2 hereof.

      Notes:  The Restricted Notes and the Exchange Notes, collectively.

      Prospectus:  The prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

      Recommencement Date: As defined in Section 6(d) hereof.

      Registration Default:  As defined in Section 5 hereof.

      Registration Statement:  Any registration statement of Finco and
the Company relating to (a) an offering of Exchange Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case,
(i) that is filed pursuant to the provisions of this Agreement and (ii)
including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.

      Regulation S: Regulation S promulgated under the Act.

      Rule 144: Rule 144 promulgated under the Act.

      Shelf Registration Statement:  As defined in Section 4 hereof.

      Suspension Notice:  As defined in Section 6(d) hereof.

      TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

      Transfer Restricted Securities: Each Restricted Note, until the
earliest to occur of (a) the date on which such Restricted Note is
exchanged in the Exchange Offer for an Exchange Note which is entitled to
be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Act, (b) the date on which such
Restricted Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued
Exchange Notes), or (c) the date on which such Restricted Note is
distributed to the public pursuant to Rule 144 under the Act (and
purchasers thereof have been issued Exchange Notes) and each Exchange
Note until the date on which such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the
Prospectus contained therein).

      Trustee:  The United States Trust Company of New York.

SECTION 2.     HOLDERS

      A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person is a beneficial owner of Transfer
Restricted Securities in the security register of the Trustee.

SECTION 3.     REGISTERED EXCHANGE OFFER

      (a)   Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i)
below have been complied with), Finco and the Company shall (i) cause the
Exchange Offer Registration Statement to be filed with the Commission as
soon as practicable after the Closing Date, but in no event later than 60
days after the Closing Date (such 60th day being the "Filing Deadline"),
(ii) use their respective best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time,
but in no event later than 150 days after the Closing Date (such 150th
day being the "Effectiveness Deadline"), (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Exchange Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence and Consummate the
Exchange Offer.  The Exchange Offer shall be on the appropriate form
permitting (i) registration of the Exchange Notes to be offered in
exchange for the Restricted Notes that are Transfer Restricted Securities
and (ii) resales of Exchange Notes by Broker-Dealers that tendered into
the Exchange Offer Restricted Notes that such Broker-Dealer acquired for
its own account as a result of market making activities or other trading
activities (other than Restricted Notes acquired directly from the
Company or any of its Affiliates) as contemplated by Section 3(c) below.

      (b)   Finco and the Company shall use their respective best efforts
to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not
less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 30 days (or longer if required
by applicable law).  Finco and the Company shall cause the Exchange Offer
to comply with all applicable federal and state securities laws.  No
securities other than the Exchange Notes and Guarantees shall be included
in the Exchange Offer Registration Statement.  Finco and the Company
shall use their respective best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than
30 days thereafter (such 30th day being the "Consummation Deadline").

      (c)   Finco and the Company shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration
Statement and indicate therein that any Broker-Dealer who holds Transfer
Restricted Securities that were acquired for the account of such Broker-
Dealer as a result of market-making activities or other trading
activities (other than Restricted Notes acquired directly from the
Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer.  Such "Plan of
Distribution" section shall also contain all other information with
respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer,
except to the extent required by the Commission as a result of a change
in policy, rules or regulations after the date of this Agreement.  See
the Shearman & Sterling no-action letter (available July 2, 1993).

      Because such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus
meeting the requirements of the Act in connection with its initial sale
of any Exchange Notes received by such Broker-Dealer in the Exchange
Offer, the Company and Finco shall permit the use of the Prospectus
contained in the Exchange Offer Registration Statement by such Broker-
Dealer to satisfy such prospectus delivery requirement.  To the extent
necessary to ensure that the Prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Notes by Broker-
Dealers, the Company and Finco agree to use their respective best efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required by and subject to the
provisions of Section 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a
period of 180 days from the Consummation Deadline, or such shorter period
as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto.  The Company and
Finco shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such period.

SECTION 4.     SHELF REGISTRATION

      (a)   Shelf Registration.  If (i) the Exchange Offer is not
permitted by applicable law (after the Company and Finco have complied
with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company within
20 Business Days following the Consummation Deadline that (A) such Holder
was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales
by such Holder or (C) such Holder is a Broker-Dealer and holds Restricted
Notes acquired directly from the Company or any of its Affiliates, then
the Company and Finco shall:

         (x) cause to be filed, on or prior to 30 days after the earlier
of (i) the date on which Finco and the Company determine that the
Exchange Offer Registration Statement cannot be filed as a result of
clause (a)(i) above and (ii) the date on which the Company receives the
notice specified in clause (a)(ii) above, (such earlier date, the "Filing
Deadline"), a shelf registration statement pursuant to Rule 415 under the
Act (which may be an amendment to the Exchange Offer Registration
Statement (the "Shelf Registration Statement")), relating to all Transfer
Restricted Securities, and

         (y) shall use their respective best efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after
the Filing Deadline for the Shelf Registration Statement (such 90th day
the "Effectiveness Deadline").

      If, after Finco and the Company have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a)
above, Finco and the Company are required to file and make effective a
Shelf Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law (i.e., clause (a)(i) above), then
the filing of the Exchange Offer Registration Statement shall be deemed
to satisfy the requirements of clause (x) above; provided that, in such
event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

      To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the
other securities required to be registered therein pursuant to Section
6(b)(ii) hereof, the Company and Finco shall use their respective best
efforts to keep any Shelf Registration Statement required by this Section
4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof
and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years (as extended pursuant to
Section 6(c)(i)) following the Closing Date, or such shorter period as
will terminate when all Transfer Restricted Securities covered by such
Shelf Registration Statement have been sold pursuant thereto.

      (b)   Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement.  No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any
Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 days after
receipt of a request therefor, the information specified in Item 507 or
508 of Regulation S-K, as applicable, of the Act for use in connection
with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  No Holder of Transfer Restricted Securities
shall be entitled to liquidated damages pursuant to Section 5 hereof
unless and until such Holder shall have provided all such information.
Each selling Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5.     SPECIAL INTEREST

      If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by
the Commission on or prior to the applicable Effectiveness Deadline,
(iii) the Exchange Offer has not been Consummated on or prior to the
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to
be effective or fail to be usable for its intended purpose without being
succeeded by a post-effective amendment to such Registration Statement
that cures such failure and that is itself declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default"),
then the Company and Finco hereby jointly and severally agree to pay to
each Holder of Transfer Restricted Securities affected thereby additional
interest ("Special Interest") in an amount equal to $.05 per week per
$1,000 in principal amount of Transfer Restricted Securities held by such
Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the
occurrence of such Registration Default.  The amount of the Special
Interest shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of special interest of $.50 per week per $1,000 in
principal amount of Transfer Restricted Securities; provided that the
Company and Finco shall in no event be required to pay special interest
for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon
filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of
(ii) above, (3) upon Consummation of the Exchange Offer, in the case of
(iii) above, or (4) upon the filing of a post-effective amendment to the
Registration Statement or an additional Registration Statement that
causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made
usable in the case of (iv) above, the Special Interest payable with
respect to the Transfer Restricted Securities as a result of such clause
(i), (ii), (iii) or (iv), as applicable, shall immediately cease.

      All accrued Special Interest shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes.  Notwithstanding the fact that any securities
for which Special Interest are due cease to be Transfer Restricted
Securities, all obligations of the Company and Finco to pay Special
Interest with respect to securities shall survive until such time as such
obligations with respect to such securities shall have been satisfied in
full.

SECTION 6.     REGISTRATION PROCEDURES

      (a)   Exchange Offer Registration Statement.  In connection with
the Exchange Offer, Finco and the Company shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective
best efforts to effect such exchange and to permit the resale of Exchange
Notes by Broker-Dealers that tendered in the Exchange Offer Restricted
Notes that such Broker-Dealer acquired for its own account as a result of
its market making activities or other trading activities (other than
Restricted Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods
of distribution thereof, and (z) comply with all of the following
provisions:

         (i)  If, following the date hereof there has been announced a
   change in Commission policy with respect to exchange offers such as
   the Exchange Offer, that in the reasonable opinion of counsel to the
   Company raises a substantial question as to whether the Exchange Offer
   is permitted by applicable federal law, the Company and Finco hereby
   agree to seek a no-action letter or other favorable decision from the
   Commission allowing the Company and Finco to Consummate an Exchange
   Offer for such Transfer Restricted Securities.  The Company and Finco
   hereby agree to pursue the issuance of such a decision to the
   Commission staff level.  In connection with the foregoing, the Company
   and Finco hereby agree to take all such other reasonable actions as
   may be requested by the Commission or otherwise required in connection
   with the issuance of such decision, including without limitation (A)
   participating in telephonic conferences with the Commission, (B)
   delivering to the Commission staff an analysis prepared by counsel to
   the Company setting forth the legal bases, if any, upon which such
   counsel has concluded that such an Exchange Offer should be permitted
   and (C) diligently pursuing a resolution (which need not be favorable)
   by the Commission staff.

         (ii)  As a condition to its participation in the Exchange Offer,
   each Holder of Transfer Restricted Securities (including, without
   limitation, any Holder who is a Broker Dealer) shall furnish, upon the
   request of the Company, prior to the Consummation of the Exchange
   Offer, a written representation to the Company and Finco (which may be
   contained in the letter of transmittal contemplated by the Exchange
   Offer Registration Statement) to the effect that (A) it is not an
   Affiliate of the Company, (B) it is not engaged in, and does not
   intend to engage in, and has no arrangement or understanding with any
   person to participate in, a distribution of the Exchange Notes to be
   issued in the Exchange Offer and (C) it is acquiring the Exchange
   Notes in its ordinary course of business.  As a condition to its
   participation in the Exchange Offer, each Holder using the Exchange
   Offer to participate in a distribution of the Exchange Notes shall
   acknowledge and agree that, if the resales are of Exchange Notes
   obtained by such Holder in exchange for Restricted Notes acquired
   directly from the Company or an Affiliate thereof, it (1) could not,
   under Commission policy as in effect on the date of this Agreement,
   rely on the position of the Commission enunciated in Morgan Stanley
   and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
   Corporation (available May 13, 1988), as interpreted in the
   Commission's letter to Shearman & Sterling dated July 2, 1993, and
   similar no-action letters (including, if applicable, any no-action
   letter obtained pursuant to clause (i) above), and (2) must comply
   with the registration and prospectus delivery requirements of the Act
   in connection with a secondary resale transaction and that such a
   secondary resale transaction must be covered by an effective
   registration statement containing the selling security holder
   information required by Item 507 or 508, as applicable, of Regulation
   S-K.

         (iii)  If required by the Commission, prior to effectiveness of
   the Exchange Offer Registration Statement, Finco and the Company shall
   provide a supplemental letter to the Commission (A) stating that the
   Company and Finco are registering the Exchange Offer in reliance on
   the position of the Commission enunciated in Exxon Capital Holdings
   Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
   (available June 5, 1991) as interpreted in the Commission's letter to
   Shearman & Sterling dated July 2, 1993, and, if applicable, any no-
   action letter obtained pursuant to clause (i) above, (B) including a
   representation that neither Issuer nor the Company has entered into
   any arrangement or understanding with any Person to distribute the
   Exchange Notes to be received in the Exchange Offer and that, to the
   best of Finco's and the Company's information and belief, each Holder
   participating in the Exchange Offer is acquiring the Exchange Notes in
   its ordinary course of business and has no arrangement or
   understanding with any Person to participate in the distribution of
   the Exchange Notes received in the Exchange Offer and (C) any other
   undertaking or representation required by the Commission as set forth
   in any no-action letter obtained pursuant to clause (i) above, if
   applicable.

      (b)   Shelf Registration Statement. In connection with the Shelf
Registration Statement, Finco and the Company shall (i) comply with all
the provisions of Section 6(c) below and use their respective best
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method
or methods of distribution thereof (as indicated in the information
furnished to the Company pursuant to Section 4(b) hereof), and pursuant
thereto Finco and the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate
form under the Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof and (ii) issue, upon the request of
any Holder or purchaser of Restricted Notes covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Notes
having an aggregate principal amount equal to the aggregate principal
amount of Restricted Notes sold pursuant to the Shelf Registration
Statement and surrendered to the Company for cancellation; the Company
shall register Exchange Notes on the Shelf Registration Statement for
this purpose and issue the Exchange Notes to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names as
such purchaser(s) shall designate.

      (c)   General Provisions.  In connection with any Registration
Statement and any related Prospectus required by this Agreement, Finco
and the Company agree to:

         (i)  use their respective best efforts to keep such Registration
   Statement continuously effective and provide all requisite financial
   statements for the period specified in Section 3 or 4 of this
   Agreement, as applicable.  Upon the occurrence of any event that would
   cause any such Registration Statement or the Prospectus contained
   therein (A) to contain an untrue statement of material fact or omit to
   state any material fact necessary to make the statements therein not
   misleading or (B) not to be effective and usable for resale of
   Transfer Restricted Securities during the period required by this
   Agreement, Finco and the Company shall file promptly an appropriate
   amendment to such Registration Statement curing such defect, and, if
   Commission review is required, use their respective best efforts to
   cause such amendment to be declared effective as soon as practicable.

         (ii)  prepare and file with the Commission such amendments and
   post-effective amendments to the applicable Registration Statement as
   may be necessary to keep such Registration Statement effective for the
   applicable period set forth in Section 3 or 4 hereof, as the case may
   be; cause the Prospectus to be supplemented by any required Prospectus
   supplement, and as so supplemented to be filed pursuant to Rule 424
   under the Act, and to comply fully with Rules 424, 430A and 462, as
   applicable, under the Act in a timely manner; and comply with the
   provisions of the Act with respect to the disposition of all
   securities covered by such Registration Statement during the
   applicable period in accordance with the intended method or methods of
   distribution by the sellers thereof set forth in such Registration
   Statement or supplement to the Prospectus;

         (iii)  advise the Initial Purchaser promptly and, if requested
   by the Initial Purchaser, confirm such advice in writing, (A) when the
   Prospectus or any Prospectus supplement or post-effective amendment
   has been filed, and, with respect to any applicable Registration
   Statement or any post-effective amendment thereto, when the same has
   become effective, (B) of any request by the Commission for amendments
   to the Registration Statement or amendments or supplements to the
   Prospectus or for additional information relating thereto, (C) of the
   issuance by the Commission of any stop order suspending the
   effectiveness of the Registration Statement under the Act or of the
   suspension by any state securities commission of the qualification of
   the Transfer Restricted Securities for offering or sale in any
   jurisdiction, or the initiation of any proceeding for any of the
   preceding purposes, (D) of the existence of any fact or the happening
   of any event that makes any statement of a material fact made in the
   Registration Statement, the Prospectus, any amendment or supplement
   thereto or any document incorporated by reference therein untrue, or
   that requires the making of any additions to or changes in the
   Registration Statement in order to make the statements therein not
   misleading, or that requires the making of any additions to or changes
   in the Prospectus in order to make the statements therein, in the
   light of the circumstances under which they were made, not misleading.
   If at any time the Commission shall issue any stop order suspending
   the effectiveness of the Registration Statement, or any state
   securities commission or other regulatory authority shall issue an
   order suspending the qualification or exemption from qualification of
   the Transfer Restricted Securities under state securities or Blue Sky
   laws, the Company and Finco shall use their respective best efforts to
   obtain the withdrawal or lifting of such order at the earliest
   possible time;

         (iv)  subject to Section 6(c)(i), if any fact or event
   contemplated by Section 6(c)(iii)(D) above shall exist or have
   occurred, prepare a supplement or post-effective amendment to the
   Registration Statement or related Prospectus or any document
   incorporated therein by reference or file any other required document
   so that, as thereafter delivered to the purchasers of Transfer
   Restricted Securities, the Prospectus will not contain an untrue
   statement of a material fact or omit to state any material fact
   necessary to make the statements therein, in the light of the
   circumstances under which they were made, not misleading;

         (v)  furnish to the Initial Purchaser (and the Holders, if
   requested) in connection with such exchange or sale, if any, before
   filing with the Commission, copies of any Registration Statement or
   any Prospectus included therein or any amendments or supplements to
   any such Registration Statement or Prospectus (including all documents
   incorporated by reference after the initial filing of such
   Registration Statement), which documents will be subject to the review
   and comment of the Initial Purchaser in connection with such sale, if
   any, for a period of at least five Business Days, and the Company will
   not file any such Registration Statement or Prospectus or any
   amendment or supplement to any such Registration Statement or
   Prospectus (including all such documents incorporated by reference) to
   which the Initial Purchaser  shall reasonably object within five
   Business Days after the receipt thereof.  The Initial Purchaser shall
   be deemed to have reasonably objected to such filing if such
   Registration Statement, amendment, Prospectus or supplement, as
   applicable, as proposed to be filed, contains an untrue statement of a
   material fact or omit to state any material fact necessary to make the
   statements therein not misleading or fails to comply with the
   applicable requirements of the Act;

         (vi)  in case of a Shelf Registration Statement only, make
   available, at reasonable times, for inspection by the Initial
   Purchaser and any attorney or accountant retained by the Initial
   Purchaser, all financial and other records, pertinent corporate
   documents of Finco and the Company and cause Finco's and the Company's
   officers, directors and employees to supply all information reasonably
   requested by the Initial Purchaser, attorney or accountant in
   connection with such Registration Statement or any post-effective
   amendment thereto subsequent to the filing thereof and prior to its
   effectiveness; provided, however, that such persons shall first agree
   in writing with Finco and the Company that any information that is
   reasonably and in good faith designated by Finco or the Company in
   writing as confidential by such persons unless (i) disclosure of such
   information is required by court or administrative order or is
   necessary to respond to inquiries of regulatory authorities, (ii)
   disclosure of such information is required by law (including any
   disclosure requirements pursuant to Federal securities laws in
   conjunction with the filing of such Shelf Registration Statement or
   use of any Prospectus), (iii) such information becomes generally
   available to the public other than as a result of a disclosure or
   failure to safeguard such information by such person or (iv) such
   information becomes available to such person from a source other than
   Finco and the Company and its subsidiaries and such source is not
   bound by confidentiality agreement; provided, further, that the
   foregoing investigation shall be coordinated on behalf of such Holders
   by one representative designated by and on behalf of such Holders and
   any such confidential information shall be available from such
   representative to such Holders so long as any Holder agrees to be
   bound by such confidentiality agreement;

         (vii)  if requested by any Holders in connection with such
   exchange or sale, promptly include in any Registration Statement or
   Prospectus, pursuant to a supplement or post-effective amendment if
   necessary, such information as such Holders may reasonably request to
   have included therein, including, without limitation, information
   relating to the "Plan of Distribution" of the Transfer Restricted
   Securities and make all required filings of such Prospectus supplement
   or post-effective amendment as soon as practicable after Finco and the
   Company is notified of the matters to be included in such Prospectus
   supplement or post-effective amendment;

         (viii)  upon the request of each Holder, furnish to such Holder
   in connection with such exchange or sale, without charge, at least one
   copy of the Registration Statement, as first filed with the
   Commission, and of each amendment thereto, including all documents
   incorporated by reference therein and all exhibits (including exhibits
   incorporated therein by reference);

         (ix)  deliver to each Holder without charge, as many copies of
   the Prospectus (including each preliminary prospectus) and any
   amendment or supplement thereto as such Persons reasonably may
   request; Finco and the Company hereby consent to the use (in
   accordance with law) of the Prospectus and any amendment or supplement
   thereto by each selling Holder in connection with the offering and the
   sale of the Transfer Restricted Securities covered by the Prospectus
   or any amendment or supplement thereto;

         (x)  upon the request of any Holder, enter into such agreements
   (including underwriting agreements) and make such reasonable
   representations and warranties and take all such other reasonable
   actions in connection therewith in order to expedite or facilitate the
   disposition of the Transfer Restricted Securities pursuant to the
   Shelf Registration Statement contemplated by this Agreement as may be
   reasonably requested by any Holder in connection with any sale or
   resale pursuant to the Shelf Registration Statement.  In such
   connection, Finco and the Company shall:

            (A)  upon request of any Holder, furnish (or in the case of
      paragraphs (2) and (3), use their respective best efforts to cause
      to be furnished) to each Holder or upon the effectiveness of the
      Shelf Registration Statement, as the case may be:

                  (1)  a certificate, dated such date, signed on behalf
         of Finco and the Company by (x) the President or any Vice
         President and (y) a principal financial or accounting officer of
         the Company and Finco, confirming, as of the date thereof, the
         matters set forth in Sections 6(x), 9(a) and 9(b) of the
         Purchase Agreement and such other similar matters as such
         Holders may reasonably request;

                  (2)  an opinion, dated the date of effectiveness of the
         Shelf Registration Statement, of counsel for Finco and the
         Company covering matters similar to those set forth in Section
         9(e) of the Purchase Agreement and such other matter as such
         Holder may reasonably request, and in any event including a
         statement to the effect that such counsel has participated in
         conferences with officers and other representatives of Finco and
         the Company, representatives of the independent public
         accountants for Finco and the Company and have considered the
         matters required to be stated therein and the statements
         contained therein, although such counsel has not independently
         verified the accuracy, completeness or fairness of such
         statements; and that such counsel advises that, on the basis of
         the foregoing (relying as to materiality to the extent such
         counsel deems appropriate upon the statements of officers and
         other representatives of Finco and the Company and without
         independent check or verification), no facts came to such
         counsel's attention that caused such counsel to believe that the
         Shelf Registration Statement, at the time such Registration
         Statement or any post-effective amendment thereto became
         effective contained an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading, or
         that the Prospectus contained in such Registration Statement as
         of its date contained an untrue statement of a material fact or
         omitted to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under
         which they were made, not misleading.  Without limiting the
         foregoing, such counsel may state further that such counsel
         assumes no responsibility for, and has not independently
         verified, the accuracy, completeness or fairness of the
         financial statements, notes and schedules and other financial
         data included in the Shelf Registration Statement contemplated
         by this Agreement or the related Prospectus; and

                  (3)  a customary comfort letter as of the date of
         effectiveness of the Shelf Registration Statement from the
         Company's independent accountants, in the customary form and
         covering matters of the type customarily covered in comfort
         letters to underwriters in connection with underwritten
         offerings, and affirming the matters set forth in the comfort
         letters delivered pursuant to Section 9(g) of the Purchase
         Agreement; and

            (B) deliver such other documents and certificates as may be
      reasonably requested by the selling Holders to evidence compliance
      with the matters covered in clause (A) above and with any customary
      conditions contained in the any agreement entered into by Finco and
      the Company pursuant to this clause (xi);

         (xi)  prior to any public offering of Transfer Restricted
   Securities, cooperate with the selling Holders and their counsel in
   connection with the registration and qualification of the Transfer
   Restricted Securities under the securities or Blue Sky laws of such
   jurisdictions as the selling Holders may reasonably request and do any
   and all other acts or things necessary or advisable to enable the
   disposition in such jurisdictions of the Transfer Restricted
   Securities covered by the applicable Registration Statement; provided,
   however, that neither the Company nor Finco shall be required to
   register or qualify as a foreign corporation where it is not now so
   qualified or to take any action that would subject it to the service
   of process in suits or to taxation, other than as to matters and
   transactions relating to the Registration Statement, in any
   jurisdiction where it is not now so subject;

         (xii)  in connection with any sale of Transfer Restricted
   Securities that will result in such securities no longer being
   Transfer Restricted Securities, cooperate with the Holders to
   facilitate the timely preparation and delivery of certificates
   representing Transfer Restricted Securities to be sold and not bearing
   any restrictive legends; and to register such Transfer Restricted
   Securities in such denominations and such names as the selling Holders
   may request at least two Business Days prior to such sale of Transfer
   Restricted Securities;

         (xiii)  use their respective best efforts to cause the
   disposition of the Transfer Restricted Securities covered by the
   Registration Statement to be registered with or approved by such other
   governmental agencies or authorities as may be necessary to enable the
   seller or sellers thereof to consummate the disposition of such
   Transfer Restricted Securities, subject to the proviso contained in
   clause (xii) above;

         (xiv)  provide a CUSIP number for all Transfer Restricted
   Securities not later than the effective date of a Registration
   Statement covering such Transfer Restricted Securities and provide the
   Trustee under the Indenture with printed certificates for the Transfer
   Restricted Securities which are in a form eligible for deposit with
   The Depository Trust Company;

         (xv)  otherwise use their respective best efforts to comply with
   all applicable rules and regulations of the Commission, and make
   generally available to its security holders with regard to any
   applicable Registration Statement, as soon as practicable, a
   consolidated earnings statement meeting the requirements of Rule 158
   (which need not be audited) covering a twelve-month period beginning
   after the effective date of the Registration Statement (as such term
   is defined in paragraph (c) of Rule 158 under the Act);

         (xvi)  cause the Indenture to be qualified under the TIA not
   later than the effective date of the first Registration Statement
   required by this Agreement and, in connection therewith, cooperate
   with the Trustee and the Holders to effect such changes to the
   Indenture as may be required for such Indenture to be so qualified in
   accordance with the terms of the TIA; and execute and use best efforts
   to cause the Trustee to execute, all documents that may be required to
   effect such changes and all other forms and documents required to be
   filed with the Commission to enable such Indenture to be so qualified
   in a timely manner; and

         (xvii)  provide promptly to each Holder, upon request, each
   document filed with the Commission pursuant to the requirements of
   Section 13 or Section 15(d) of the Exchange Act.

      (d)  Restrictions on Holders.  Each Holder agrees by acquisition of
a Transfer Restricted Security that, upon receipt of the notice referred
to in Section 6(c)(iii)(C) or any notice from Finco or the Company of the
existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company
that the use of the Prospectus may be resumed, and has received copies of
any additional or supplemental filings that are incorporated by reference
in the Prospectus (in each case, the "Recommencement Date").  Each Holder
receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by Finco with more recently
dated Prospectuses or (ii) deliver to Finco (at Finco's expense) all
copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities
that was current at the time of receipt of the Suspension Notice.  The
time period regarding the effectiveness of such Registration Statement
set forth in Section 3 or 4 hereof, as applicable, shall be extended by a
number of days equal to the number of days in the period from and
including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.


SECTION 7.     REGISTRATION EXPENSES

      (a)   All expenses incident to Finco's and the Company's
performance of or compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing
fees and expenses; (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses whether for
exchanges, sales, market making or otherwise), messenger and delivery
services and telephone; (iv) all fees and disbursements of counsel for
Finco and the Company and all reasonable fees and disbursements of
counsel for the Holders of Transfer Restricted Securities; (v) all
application and filing fees, if any, in connection with listing the
Exchange Notes on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of Finco and
the Company (including the expenses of any special audit and comfort
letters required by or incident to such performance).

      The Company will, in any event, bear its and Finco's internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), and its
external expenses (including without limitation, legal expenses, the
expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by Finco or the Company).

      (b)   In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company
will reimburse the Initial Purchaser and the Holders of Transfer
Restricted Securities who are tendering Restricted Notes in the Exchange
Offer and/or selling or reselling Restricted Notes or Exchange Notes
pursuant to the "Plan of Distribution" contained in the Exchange Offer
Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than
one counsel, who shall be Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
unless another firm shall be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared.


SECTION 8.     INDEMNIFICATION

      (a)   Finco and the Company agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act), from and against any
and all losses, claims, damages, liabilities, judgments, (including
without limitation, any reasonable legal or other expenses incurred in
connection with investigating or defending any matter, including any
action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or
supplement thereto) provided by Finco and the Company to any Holder or
any prospective purchaser of Exchange Notes or registered Restricted
Notes, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by an untrue statement or
omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the
Company by any of the Holders.

      (b)   Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and
Finco, and their respective directors and officers, and each person, if
any, who controls (within the meaning of Section 15 of the Act or Section
20 of the Exchange Act) the Company or Finco to the same extent as the
foregoing indemnity from the Company and Finco set forth in section (a)
above, but only with reference to information relating to such Holder
furnished in writing to the Company by such Holder expressly for use in
any Registration Statement.  In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible
for any amount in excess of the amount by which the total amount received
by such Holder with respect to its sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such
Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who
controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

      (c)   In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "indemnified party"), the indemnified party shall promptly notify
the person against whom such indemnity may be sought (the "indemnifying
person") in writing and the indemnifying party shall assume the defense
of such action, including the employment of counsel reasonably
satisfactory to the indemnified party and the payment of all fees and
expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both
Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the
expense of the Holder).  Any indemnified party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified party unless (i) the employment of such
counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to
assume the defense of such action or employ counsel reasonably
satisfactory to the indemnified party or (iii) the named parties to any
such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case the indemnifying
party shall not have the right to assume the defense of such action on
behalf of the indemnified party).  In any such case, the indemnifying
party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred.  Such firm
shall be designated in writing by a majority of the Holders, in the case
of the parties indemnified pursuant to Section 8(a), and by the Company
and Finco, in the case of parties indemnified pursuant to Section 8(b).
The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities
and judgments by reason of any settlement of any action (i) effected with
its written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case
where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party
shall have failed to comply with such reimbursement request.   No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to
the entry of  judgment with respect to, any pending or threatened action
in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder
by the indemnified party, unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of
such action and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

      (d)   To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any
losses, claims, damages, liabilities or judgments referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or
judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and Finco, on the one hand, and
the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 8(d)(i)
above but also the relative fault of the Company and Finco, on the one
hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations.  The relative fault of the Company and Finco, on the one
hand, and of the Holder, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and/or
Finco, on the one hand, or by the Holder, on the other hand, and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section
8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

      The Company, Finco and each Holder agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities
or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages,
liabilities or judgments.  Notwithstanding the provisions of this Section
8, no Holder, its directors, its officers or any Person, if any, who
controls such Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total received by such
Holder with respect to the sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such
Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  The
Holders' obligations to contribute pursuant to this Section 8(d) are sev
eral in proportion to the respective principal amount of Transfer
Restricted Securities held by each Holder hereunder and not joint.

   (e)  The Company and Finco agree that the indemnity and contribution
provisions of this Section 8 shall apply to any Broker-Dealers who is
deemed to be an Affiliate of the Company or Finco to the same extent, on
the same conditions, as it applies to Holders.


SECTION 9.        RULE 144A AND RULE 144

      Finco and the Company agree with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period
in which Finco and/or the Company (i) is not subject to Section 13 or
15(d) of the Exchange Act, to make available, upon request of any Holder,
to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order
to permit resales of such Transfer Restricted Securities pursuant to Rule
144A, subject to Section 4.6 of the Indenture, and (ii) is subject to
Section 13 or 15 (d) of the Exchange Act, to make all filings required
thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144, subject to Section 2.6 of the
Indenture.

SECTION 10.    MISCELLANEOUS

      (a)   Remedies.  The Company and Finco acknowledge and agree that
any failure by the Company and/or Finco to comply with their respective
obligations under Sections 3 and 4 hereof may result in material
irreparable injury to the Initial Purchaser or the Holders for which
there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any
such failure, the Initial Purchaser or any Holder may obtain such relief
as may be required to specifically enforce the Company's and Finco's
obligations under Sections 3 and 4 hereof.  The Company and Finco further
agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.

      (b)   No Inconsistent Agreements.  Neither the Company nor Finco
will, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to
the holders of the Company's or Finco's securities under any agreement in
effect on the date hereof.

      (c)   Amendments and Waivers.  The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the
case of Section 5 hereof and this Section 10(c)(i), Finco has obtained
the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, Finco has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities (excluding Transfer
Restricted Securities held by the Company or its Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the
rights of other Holders whose Transfer Restricted Securities are not
being tendered pursuant to such Exchange Offer, may be given by the
Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.

      (d)   Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder between Finco and the
Company, on the one hand, and the Initial Purchaser, on the other hand,
and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect
its rights or the rights of Holders  hereunder.

      (e) Notices.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-
class mail (registered or certified, return receipt requested), telex,
telecopier, or air courier guaranteeing overnight delivery:

         (i)  if to a Holder, at the address set forth on the records of
   the Registrar under the Indenture, with a copy to the Registrar under
   the Indenture; and

        (ii)  if to Finco:

            RBF Finance Co.
            901 Threadneedle
            Houston, Texas  77079-2982
            Fax No.: (281)  496-0285

            With a copy to:
            Gardere Wynne Sewell & Riggs, L.L.P.
            1000 Louisiana, Suite 3400
            Houston, Texas  77002-5007
            Fax No.:  (713) 276-5555
            Attention:  Frank Putman

        (iii) if to the Company:

            R&B Falcon Corporation
            901 Threadneedle
            Houston, Texas  77079
            Fax No.:  (281) 496-0285
            Attention:  General Counsel

            With a copy to:
            Gardere Wynne Sewell & Riggs, L.L.P.
            1000 Louisiana, Suite 3400
            Houston, Texas  77002-5007
            Attention:  Frank Putman

      All such notices and communications shall be deemed to have been
duly given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and on the next
business day, if timely delivered to an air courier guaranteeing
overnight delivery.

      Copies of all such notices, demands or other communications shall
be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

      (f)   Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of
Transfer Restricted Securities in violation of the terms hereof or of the
Purchase Agreement or the Indenture.  If any transferee of any Holder
shall acquire Transfer Restricted Securities in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall
be held subject to all of the terms of this Agreement, and by taking and
holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase
Agreement, and such Person shall be entitled to receive the benefits
hereof.

      (g)   Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

      (h)   Headings.  The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning
hereof.

      (i)   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW RULES THEREOF.

      (j)   Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be affected or
impaired thereby.

      (k)   Entire Agreement.  This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the registration rights
granted with respect to the Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                              RBF FINANCE CO.

                              By:
                              Name:
                              Title:


                              R&B FALCON CORPORATION

                              By:
                              Name:
                              Title:


                              DONALDSON, LUFKIN & JENRETTE
                              SECURITIES CORPORATION

                              By:
                              Name:
                              Title:


-------------------------------------------------------------------------
                           EXHIBIT A

                      NOTICE OF FILING OF
           A/B EXCHANGE OFFER REGISTRATION STATEMENT


To:   Donaldson, Lufkin & Jenrette Securities Corporation
      277 Park Avenue
      New York, New York  10172
      Attention:  Louise Guarneri (Compliance Department)
      Fax: (212) 892-7272

From: RBF Finance Co.
      R&B Falcon Corporation


Date: _________, 1999

   For your information only (NO ACTION REQUIRED):

     Today,   ______,  1999,  we  filed  [an  A/B  Exchange  Registration
Statement/a  Shelf  Registration  Statement]  with  the  Securities   and
Exchange Commission.  We  currently  expect  this  registration  statement
to  be  declared effective within __ business days of the date hereof.