EXHIBIT 4.4

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                      REGISTRATION RIGHTS AGREEMENT
                                    
                                    
                          as of March 26, 1999
                              by and among
                                    
                         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 between R&B Falcon Corporation,
a Delaware corporation (the "Company"), and Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ" or the Initial Purchaser"), who has agreed
to purchase the Company's Senior Notes due 2006 (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 between the Company and
the Initial Purchaser.  In order to induce the Initial Purchaser to
purchase the Restricted Notes, the Company has 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 the
Company and U.S. Trust Company of Texas, National Association, 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: The Company's Senior Notes due 2006 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 the Company 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 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 U.S. Trust Company of Texas, National Association.

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), 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 its 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)   The Company shall use its 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). 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. The Company shall use its 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)   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 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 agrees to use its 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 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 has 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 shall:

         (x) cause to be filed, on or prior to 30 days after the earlier
of (i) the date on which the Company determines 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 its 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 the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the
Company is 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 shall use its 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 hereby agrees 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 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 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, the Company shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use its 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 hereby agrees to
   seek a no-action letter or other favorable decision from the
   Commission allowing the Company to Consummate an Exchange Offer for
   such Transfer Restricted Securities.  The Company hereby agrees to
   pursue the issuance of such a decision to the Commission staff level.
   In connection with the foregoing, the Company hereby agrees 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 (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, the Company shall provide a
   supplemental letter to the Commission (A) stating that the Company is
   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 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, the Company shall (i) comply with all the
provisions of Section 6(c) below and use its 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 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, the
Company agrees to:

         (i)  use its 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,
   the Company shall file promptly an appropriate amendment to such
   Registration Statement curing such defect, and, if Commission review
   is required, use its 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 shall use its 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 the Company and cause 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
   the Company that any information that is reasonably and in good faith
   designated by 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 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 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; the Company hereby consents 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, the Company shall:

            (A)  upon request of any Holder, furnish (or in the case of
      paragraphs (2) and (3), use its 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 the Company by (x) the President or any Vice President and
         (y) a principal financial or accounting officer of the Company,
         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 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 the Company,
         representatives of the independent public accountants for 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 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 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 the Company shall not 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 its 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 its 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 its 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 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 the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the
Company'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 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 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
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 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 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)   The Company agrees 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 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 its 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 to the same extent as the foregoing
indemnity from the Company 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,
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, 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, 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, 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, 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 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 immedi
ately 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 agrees 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 to the same extent, on the same conditions,
as it applies to Holders.


SECTION 9.        RULE 144A AND RULE 144

      The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which
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 acknowledges and agrees that any
failure by the Company to comply with its 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 obligations under Sections 3 and 4
hereof.  The Company further agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.

      (b)   No Inconsistent Agreements.  The Company will not, 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 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), the Company has
obtained the written consent of Holders of all outstanding Transfer
Restricted Securities and (ii) in the case of all other provisions
hereof, the Company 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 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 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
            Fax No.:  (713) 276-5555
            Attn:  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.

                              R&B FALCON CORPORATION

                              By:
                              Name:
                              Title:


                              DONALDSON, LUFKIN & JENRETTE
                              SECURITIES CORPORATION

                              By:
                              Name:
                              Title:


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                           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: 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.