EXHIBIT 4.1

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                           RBF FINANCE CO.
                                  
                              as Issuer
                                  
                            $800,000,000
                                  
                  11% Senior Secured Notes due 2006
                11 3/8% Senior Secured Notes due 2009
                                  
                                  
                                  
                                  
                              INDENTURE
                                  
                     Dated as of March 26, 1999
                                  
               UNITED STATES TRUST COMPANY OF NEW YORK
                             as Trustee

                                  
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                          TABLE OF CONTENTS

                                                                 Page

ARTICLE I DEFINITIONS AND INCORPORATION                 
   Section 1.1    Definitions.                                    
   Section 1.2    Other Definitions.                              
   Section 1.3    Incorporation By Reference of Trust
                   Indenture Act.                                  
   Section 1.4    Rules of Construction.                          

ARTICLE II     THE NOTES                                           
   Section 2.1    Form and Dating.                                 
   Section 2.2    Execution and Authentication.                    
   Section 2.3    Registrar and Paying Agent.                      
   Section 2.4    Paying Agent to Hold Money in Trust.             
   Section 2.5    Holder Lists.                                    
   Section 2.6    Transfer and Exchange     
   Section 2.7    Replacement of Secured Notes. 
   Section 2.8    Outstanding Secured Notes.    
   Section 2.9    Treasury Secured Notes.  
   Section 2.10   Temporary Secured Notes. 
   Section 2.11   Cancellation.  
   Section 2.12   Payment of Interest; Interest Rights Preserved.   
   Section 2.13   Computation of Interest. 
   Section 2.14   CUSIP Number.  

ARTICLE III    REDEMPTION AND PREPAYMENT                       
   Section 3.1    Notices to Trustee.                          
   Section 3.2    Selection of Secured Notes to be Redeemed.   
   Section 3.3    Notice of Redemption.    
   Section 3.4    Effect of Notice of Redemption.    
   Section 3.5    Deposit of Redemption Price.  
   Section 3.6    Secured Notes Redeemed in Part.    
   Section 3.7    Optional Redemptions.    
   Section 3.8    Redemption Upon Loss of a Mortgaged Rig.     
   Section 3.9    Redemption Upon Sale of a Mortgaged Rig.     
   Section 3.10   Excess Proceeds Offer.   

ARTICLE IV     COVENANTS                                        
   Section 4.1    Payment of Secured Notes.                        
   Section 4.2    Maintenance of Office or Agency.   
   Section 4.3    Corporate Existence.     
   Section 4.4    Maintenance of Properties and Insurance.     
   Section 4.5    Compliance With Laws.    
   Section 4.6    Taxes and Other Claims.  
   Section 4.7    Stay, Extension and Usury Laws.    
   Section 4.8    Change of Control.  
   Section 4.9    Limitations on Indebtedness.  
   Section 4.10   Limitation on Liens.     
   Section 4.11   Limitation on Restricted Payments. 
   Section 4.12   Limitation on Sale/Leaseback Transactions.   
   Section 4.13   SEC Reports.   
   Section 4.14   Limitation on Restrictions on Distributions
                  from Restricted Subsidiaries.                   
   Section 4.15   Limitation on Asset Sales.                       
   Section 4.16   Limitation on Asset Swaps     
   Section 4.17   Limitation on Affiliate Transactions.   
   Section 4.18   Limitation on the Sale or Issuance of Capital
                  Stock of Restricted Subsidiaries.               
   Section 4.19   Future Subsidiary Guarantor.                     
   Section 4.20   Impairment of Liens.     
   Section 4.21   Limitation on Issuer Activities.   
   Section 4.22   Compliance Certificate; Notice of Default or
                  Event of Default.                               
   Section 4.23   Prohibition on Issuer and Guarantor Becoming
                  an Investment Company.                          
   Section 4.24   Additional Amounts.                              

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, LEASE OR TRANSFER  
   Section 5.1    Limitations on Mergers and Consolidations        
   Section 5.2    Successor Corporation Substituted  

ARTICLE VI     DEFAULTS AND REMEDIES                            
   Section 6.1    Events of Default.                               
   Section 6.2    Acceleration.  
   Section 6.3    Other Remedies.     
   Section 6.4    Waiver of Past Defaults. 
   Section 6.5    Control By Majority.     
   Section 6.6    Limitation on Suits.     
   Section 6.7    Rights of Holders of Secured Notes to Receive
                  Payment.                                        
   Section 6.8    Collection Suit by Trustee.                     
   Section 6.9    Trustee May File Proofs of Claim.  
   Section 6.10   Priorities.    
   Section 6.11   Undertaking For Costs.   
   Section 6.12   Restoration of Rights and Remedies.     
   Section 6.13   Rights and Remedies Cumulative.    
   Section 6.14   Delay or Omission Not Waiver. 

ARTICLE VII    TRUSTEE                                          
   Section 7.1    Duties of Trustee.                               
   Section 7.2    Rights of Trustee.  
   Section 7.3    Individual Rights of Trustee. 
   Section 7.4    Trustee's Disclaimer.    
   Section 7.5    Notice of Defaults. 
   Section 7.6    Reports by Trustee to Holders of the
                  Secured Notes.                                  
   Section 7.7    Compensation and Indemnity.                      
   Section 7.8    Replacement of Trustee.  
   Section 7.9    Successor Trustee by Merger, Etc.  
   Section 7.10   Eligibility; Disqualification.     
   Section 7.11   Preferential Collection of Claims Against
                  the Issuer.                                     

ARTICLE VIII   SATISFACTION AND DISCHARGE                       
   Section 8.1    Satisfaction and Discharge.                      
   Section 8.2    Application of Trust Money.   
   Section 8.3    Repayment of the Issuer. 
   Section 8.4    Reinstatement. 

ARTICLE IX     DEFEASANCE AND COVENANT DEFEASANCE               
   Section 9.1    Option to Effect Defeasance or Covenant
                  Defeasance.                                     
   Section 9.2    Defeasance and Discharge.                       
   Section 9.3    Covenant Defeasance.     
   Section 9.4    Conditions to Defeasance or Covenant Defeasance.  
   Section 9.5    Deposited Money and U.S. Government Obligations
                  To Be Held in Trust; Other Miscellaneous
                  Provisions.                                     
   Section 9.6    Repayment to the Issuer.                         
   Section 9.7    Reinstatement. 

ARTICLE X AMENDMENT, SUPPLEMENT AND WAIVER                      
   Section 10.1   Without Consent of Holders of Secured Notes.     
   Section 10.2   With Consent of Holders of Secured Notes.    
   Section 10.3   Effect of Supplemental Indentures. 
   Section 10.4   Compliance with Trust Indenture Act.    
   Section 10.5   Revocation and Effect of Consents.
   Section 10.6   Notation on or Exchange of Secured Notes.    
   Section 10.7   Trustee to Sign Supplemental Indentures.     
   Section 10.8   Payment for Consent.     

ARTICLE XI     COLLATERAL AND SECURITY                         
   Section 11.1   Security Agreements.                            
   Section 11.2   Recording and Opinions.  
   Section 11.3   Further Assurances and Security.  
   Section 11.4   Possession, Use and Release of Collateral.  
   Section 11.5   Certificates of the Issuer.   
   Section 11.6   Authorization of Actions to be Taken by the
                  Trustee Under the Security Agreements         
   Section 11.7   Authorization of Receipt of Funds by the
                  Trustee Under the Security Agreements          

ARTICLE XII    MISCELLANEOUS                                   
   Section 12.1   Trust Indenture Act Controls.                
   Section 12.2   Notices.  
   Section 12.3   Communication By Holders of Secured Notes With
                  Other Holders of Secured Notes.                
   Section 12.4   Certificate and Opinion as to Conditions
                  Precedent.                                     
   Section 12.5   Statements Required in a Certificate or Opinion.
   Section 12.6   Acts of Holders.    
   Section 12.7   Rules by Trustee and Agents.  
   Section 12.8   No Personal Liability of Directors, Officers,
                  Employees and Stockholders.                    
   Section 12.9   Governing Law.                                 
   Section 12.10  Agent for Service; Submission to Jurisdiction;
                  Waiver of Immunities.                          
   Section 12.11  No Adverse Interpretation of Other Agreements.  
   Section 12.12  Successors.    
   Section 12.13  Severability.  
   Section 12.14  Counterpart Originals.   
   Section 12.15  Table of Contents, Headings, Etc.  

ARTICLE XIII   GUARANTEES                                     
   Section 13.1   Guarantor.                             
   Section 13.2   Limitation on Liability. 
   Section 13.3   Execution and Delivery of Guarantees.   
   Section 13.4   No Waiver.     
   Section 13.5   Modification.  
   Section 13.6   Release of Subsidiary Guarantor.   
   Section 13.7   Future Guarantor; Execution of Supplemental
                  Indentures for Future Guarantor.               
   
                                  
                              SCHEDULES

     Schedule 1.1(a)  Existing Investments
     
     Schedule 4.13    Existing Indebtedness and Preferred Stock
                        of Subsidiaries

     Schedule A       Guarantor
                                  
                                  
                              EXHIBITS
     
     Exhibit A     Form of Secured Note
     
     Exhibit B-1   Form of Certificate for Exchange or
                   Registration of Transfer from U.S. Global
                   Note to Regulation S Global Note
     
     Exhibit B-2   Form of Certificate for Exchange or
                   Registration of Transfer from Regulation S
                   Global Note to U.S. Global Note
     
     Exhibit B-3   Form of Certificate for Exchange or
                   Registration of Transfer of Certificated
                   Secured Notes
     
     Exhibit B-4   Form of Certificate for Exchange or
                   Registration of Transfer from U.S. Global
                   Note or Regulation S Permanent Global Note to
                   Certificated Note
     
     Exhibit C     Form of Certificate From Acquiring
                   Institutional Accredited Investor

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     INDENTURE, dated as of March 26, 1999, among RBF Finance Co., a
Delaware corporation (the "Issuer"), R&B Falcon Corporation, a
Delaware corporation (the "Guarantor" or "Company"), and United
States Trust Company of New York as trustee (the "Trustee").

                              RECITALS
                                  
     The Issuer has duly authorized the creation and issuance of its
11% Senior Secured Notes due 2006 and its 11 3/8% Senior Secured
Notes due 2009 (each series together referred to as the "Initial
Secured Notes") of substantially the tenor and amount hereinafter set
forth; and to provide therefor and for, if and when issued as further
evidence of the Issuer's indebtedness and in substitution for the
Initial Secured Notes pursuant to this Indenture and the Registration
Rights Agreement (as defined herein), the Issuer's 11% Senior Secured
Notes due 2006 and its 11 3/8% Senior Secured Notes due 2009 (each
series together referred to as the "Exchange Secured Notes," and
together with the Initial Secured Notes, the "Secured Notes"), the
Issuer has duly authorized the execution and delivery of this
Indenture.  Unless otherwise stated, "Secured Note" or "Secured
Notes" refers to a note or notes of both series.

     All things necessary to make the Secured Notes, when executed by
the Issuer and authenticated and delivered by the Trustee hereunder
and duly issued by the Issuer, the valid obligations of the Issuer,
and to make this Indenture a valid instrument of the Issuer and the
Guarantor, in accordance with their respective terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, for and in
consideration of the premises and the purchase of the Initial Secured
Notes by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Secured
Notes, as follows:

                              ARTICLE I
                    DEFINITIONS AND INCORPORATION
                            BY REFERENCE
                                  
     Section 1.1    Definitions.

     For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

     "Acquired Indebtedness'' means, with respect to any specified
Person:

      (1)  Indebtedness of any other Person existing at the time such other
   Person is merged with or into or became a Subsidiary of such
   specified Person, whether or not such Indebtedness is incurred in
   connection with, or in contemplation of, such other Person merging
   with or into, or becoming a Subsidiary of such specified Person; and
   
      (2)  Indebtedness secured by a Lien encumbering any asset acquired by
   such specified Person.
   
     "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the
Capital Stock of a Person that becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the Company or
another Restricted Subsidiary or (iii) Capital Stock constituting a
minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that any such Restricted Subsidiary
described in clause (ii) or (iii) above is primarily engaged in a
Related Business. Proceeds of insurance arising from damage for an
asset shall be deemed to have been invested in Additional Assets to
the extent of the cost of such repairs made to such asset.

     "Adjusted Net Assets" of a Subsidiary Guarantor at any date
means the amount by which the fair value of the assets and property
of such Subsidiary Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or
assumed on such date), but excluding liabilities under its Subsidiary
Guarantee, of such Subsidiary Guarantor at such date.

     "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct
or indirect common control with such specified Person. For the
purposes of this definition, ``control'' when used with respect to
any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of
Voting Stock, by contract or otherwise; and the terms ``controlling''
and ``controlled'' have meanings correlative to the foregoing;
provided, however, that ``Affiliate'' shall also mean any beneficial
owner of Capital Stock representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of such a Person
or of rights or warrants to purchase such Capital Stock (whether or
not currently exercisable).

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial interests in a Global Note, the rules and
procedures of the Depository and the Trustee that apply to such
transfer and exchange.

     "Asset Sale"  means any direct or indirect sale, capital lease,
transfer or other disposition (or series of related sales, capital
leases, transfers or dispositions) by the Company or any Restricted
Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the
purposes of this definition as a ``disposition'') in one transaction
or a series of related transactions, of (i) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying
shares or shares required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary), (ii) any
drillship or drilling rig or all or substantially all the assets of
any division or line of business of the Company or any Restricted
Subsidiary or (iii) any other assets of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company
or such Restricted Subsidiary (other than, in the case of (i), (ii)
and (iii) above, (u) a disposition by a Restricted Subsidiary to the
Company or by the Company or a Restricted Subsidiary to a Wholly
Owned Restricted Subsidiary, (v) for purposes of the covenant
described under Section 4.15 hereof only, a disposition that
constitutes a Restricted Payment permitted by the covenant described
under Section 4.11 hereof, (w) Asset Swaps permitted under Section
4.16 hereof, (x) dispositions of Incidental Assets, (y) dispositions
of Temporary Cash Investments and (z) a disposition of assets with a
fair market value of less than $100,000).

     "Asset Swap" means a substantially concurrent purchase and sale,
or exchange, of assets constituting Additional Assets described in
clause (i) of the definition thereof between the Company or any
Restricted Subsidiary and another Person or group of Persons;
provided, however, that the cash and other assets to be received by
the Company or such Restricted Subsidiary which do not constitute
Additional Assets do not constitute more than 25% of the total
consideration to be received by the Company or such Restricted
Subsidiary in such Asset Swap.

     "Attributable Indebtedness," when used with respect to any
Sale/Leaseback Transaction, means, as at the time of determination,
the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such transaction) of the total
obligations of the lessee for rental payments (other than amounts
required to be paid on account of property taxes, maintenance,
repairs, insurance, assessments, utilities, operating and labor costs
and other items which do not constitute payments for property rights)
during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease
has been extended).

     "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained
by dividing (i) the sum of the products of numbers of years from the
date of determination to the dates of each successive scheduled
principal payment of such Indebtedness or redemption or similar
payment with respect to such Preferred Stock multiplied by the amount
of such payment by (ii) the sum of all such payments.

     "Board of Directors" means the Board of Directors of a Person or
any committee thereof duly authorized to act on behalf of such Board.

     "Board Resolution" means a copy of a resolution certified by a
Secretary or Assistant Secretary of a Person to have been duly
adopted by the Board of Directors thereof and to be in full force and
effect on the date of such certification and delivered to the
Trustee.

     "Business Day" means each day which is not a Legal Holiday.

     "Capitalized Lease Obligation" of any Person means any
obligation of such Person to pay rent or other amounts under a lease
of property, real or person, that is required to be capitalized for
financial reporting purposes in accordance with generally accepted
accounting principles and the amount of such obligation shall be the
capitalized amount thereof determined in accordance with GAAP.

     "Capital Stock" means, with respect to any Person, any and all
shares, interests, rights to purchase, warrants or options (whether
or not currently exercisable), participations or other equivalents of
or interests in (however designated) the equity (which includes, but
is not limited to, common stock, preferred stock and partnership and
joint venture interests) of such Person (excluding any debt
securities that are convertible into, or exchangeable for, such
equity).

     "Cedel" means Cedel Bank, societe anonyme (or any successor
securities clearing agency).

     "Certificated Secured Notes" means Secured Notes that are
substantially in the form of the Secured Note attached hereto as
Exhibit A that do not include the information or text called for by
footnotes 1, 2 and 3 thereto.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" shall include, in each case as pledged and assigned
to the Collateral Agent, the Trustee or the Issuer, as applicable,
pursuant to the Security Agreements, (1) all of the Issuer Loans and
Issuer Loan Agreements (2) all cash held by the Collateral Agent and
the Trustee pursuant to the Indenture or the Security Agreements and
the Issuer Escrow Account and all Issuer Escrowed Property held
pursuant to the Issuer Escrow Agreement (including any cash
collateral deposited therein by the Issuer); and (3) the Company's
right, title and interest in and to (i) each of its respective
Mortgaged Rigs, pursuant to a Mortgage issued by the Company in favor
of the Issuer, which Mortgage contains covenants pursuant to which
the Company, among other things, will be prohibited from selling,
mortgaging or transferring any of its interest in such Mortgaged Rig
(other than as permitted under the Indenture), and which Mortgage
will be collaterally assigned to the Trustee, (ii) the Company's
interest in construction contracts and equipment purchased by the
Company for Mortgaged Rigs pursuant to a Company Security Agreement
and (iii) the Company Escrow Account and the Company Escrowed
Property; and (4) all proceeds of any of the foregoing including from
all the Company's policies and contracts of insurance taken out from
time to time in respect each of its Mortgaged Rigs.

     "Common Stock" means Capital Stock other than Preferred Stock.

     "Company Order" means a written order or request signed in the
name of an Officer and delivered to the Trustee.

     "Company" means the Person named as such in the preamble of this
Indenture unless and until a successor replaces it pursuant to the
applicable provisions hereof and thereafter means such successor.

     "Company Escrow Account"  means the escrow account established
under the Company Escrow Agreement.

     "Company Escrow Agreement" means the Issuer Loan Escrow
Agreement of even date herewith among the Company, the Issuer, the
Trustee and United States Trust Company of New York as escrow agent
providing for deposit into escrow of $100,000,000 pending completion,
flagging and mortgaging of the Mortgaged Rig Deepwater Millennium.

     "Company Escrowed Property" means the funds and Investments
contained in the Company Escrow Account.

     "Company Security Agreement" means a each Security and Pledge
Agreement entered into between the Company and the Issuer as security
for an Issuer Loan.

     "Consolidated EBITDA Coverage Ratio" as of any date of
determination means the ratio of (a) the aggregate amount of EBITDA
for the period of the most recent four consecutive fiscal quarters
ending at least 45 days prior to the date of such determination to
(b) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that:

      (1)  if the Company or any Restricted Subsidiary has Incurred any
   Indebtedness since the beginning of such period that remains
   outstanding or if the transaction giving rise to the need to
   calculate the Consolidated EBITDA Coverage Ratio is an issuance of
   Indebtedness, or both, EBITDA and Consolidated Interest Expense for
   such period shall be calculated after giving effect on a pro forma
   basis to such Indebtedness as if such Indebtedness had been issued on
   the first day of such period and the discharge of any other
   Indebtedness repaid, repurchased, defeased or otherwise discharged
   with the proceeds of such new Indebtedness as if such discharge had
   occurred on the first day of such period;
   
      (2)  if since the beginning of such period the Company or any
   Restricted Subsidiary shall have made any asset disposition, the
   EBITDA for such period shall be reduced by an amount equal to the
   EBITDA (if positive) directly attributable to the assets which are
   the subject of such asset disposition for such period, or increased
   by an amount equal to the EBITDA (if negative), directly attributable
   thereto for such period, and Consolidated Interest Expense for such
   period shall be reduced by an amount equal to the Consolidated
   Interest Expense directly attributable to any Indebtedness of the
   Company or any Restricted Subsidiary repaid, repurchased, defeased or
   otherwise discharged with respect to the Company and its continuing
   Subsidiaries in connection with such asset dispositions for such
   period (or, if the Capital Stock of any Restricted Subsidiary is
   sold, the Consolidated Interest Expense for such period directly
   attributable to the Indebtedness of such Restricted Subsidiary to the
   extent the Company and its continuing Subsidiaries are no longer
   liable for such Indebtedness after such sale);
   
      (3)  if since the beginning of such period the Company or any
   Restricted Subsidiary (by merger or otherwise) shall have made an
   Investment in any Restricted Subsidiary (or any Person which becomes
   a Restricted Subsidiary) or an acquisition of assets, including any
   acquisition of assets occurring in connection with a transaction
   causing a calculation to be made hereunder, which constitutes all or
   substantially all of an operating unit of a business (which shall
   include the acquisition or construction of a vessel or drilling rig,
   provided the Company has paid 75% or more of the cost thereof and
   such vessel or drilling rig is reasonably expected to be delivered
   within 90 days), EBITDA and Consolidated Interest Expense for such
   period shall be calculated after giving pro forma effect thereto
   (including the issuance of any Indebtedness) as if such Investment or
   acquisition occurred on the first day of such period; and
   
      (4)  if since the beginning of such period any Person (that
   subsequently became a Restricted Subsidiary or was merged with or
   into the Company or any Restricted Subsidiary since the beginning of
   such period) shall have made any asset disposition or any Investment
   that would have required an adjustment pursuant to clause (2) or (3)
   above if made by the Company or a Restricted Subsidiary during such
   period, EBITDA and Consolidated Interest Expense for such period
   shall be calculated after giving pro forma effect thereto as if such
   asset disposition or Investment occurred on the first day of such
   period.
   
     For purposes of this definition, whenever pro forma effect is to
be given to an acquisition of assets, the amount of income or
earnings relating thereto, and the amount of Consolidated Interest
Expense associated with any Indebtedness issued in connection
therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of the
Company. If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest of such Indebtedness shall
be calculated as if the rate in effect on the date of determination
had been the applicable rate for the entire period (taking into
account any Interest Rate Protection Agreement applicable to such
Indebtedness if such Interest Rate Protection Agreement has a
remaining term in excess of 12 months).

     For purposes of this definition, in the case of the acquisition
since the beginning of such period of a drilling rig or drillship (or
of a Restricted Subsidiary owning same) by the Company or by a
Restricted Subsidiary since the beginning of such period of a
drilling rig or drillship to the Company or a Restricted Subsidiary
pursuant to a binding construction contract, which drilling rig or
drillship has been subject for at least one full fiscal quarter to a
binding drilling contract constituting a Qualifying Contract, then,
for purposes of making the pro forma calculations provided for in the
first sentence of the preceding paragraph, the financial or
accounting officer of the Company shall give pro forma effect to the
earnings (losses) of such drilling rig or drillship as if such
drilling rig or drillship were acquired on the first day of such
period, by basing such earnings (losses) on the annualized (x)
historical revenues actually earned from such Qualifying Contract and
(y) actual expenses related thereto, in each case for each quarter
during such period in which the Qualifying Contract is in effect.

  "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such interest
expense:

     (1)  interest expense attributable to Capitalized Lease Obligations;
  
     (2)  amortization of debt discount and debt issuance cost;
  
     (3)  capitalized interest;
  
     (4)  non-cash interest payments;
  
     (5)  commissions, discounts and other fees and charges owed with
  respect to letters of credit and bankers' acceptance financing;
  
     (6)  net costs under Interest Rate Protection Agreements (including
  amortization of fees);
  
     (7)  dividends in respect of any Redeemable Stock held by Persons
  other than the Company or a Restricted Subsidiary;
  
     (8)  interest expense attributable to deferred payment obligations;
  and
  
     (9)  interest expense on Indebtedness of another Person to the extent
  that such Indebtedness is guaranteed by the Company or a Restricted
  Subsidiary.
  
     "Consolidated Net Income" means, for any period, the net income
of the Company and its consolidated subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income:

     (a)  any net income of any Person if such Person is not a
  Restricted Subsidiary, except that (1) the Company's equity in the
  net income of any such Person for such period shall be included in
  such Consolidated Net Income up to the aggregate amount of cash
  actually distributed by such Person during such period to the
  Company or a Restricted Subsidiary as a dividend or other
  distribution (subject, in the case of a dividend or other
  distribution to a Restricted Subsidiary, to the limitations
  contained in clause (c) below) and (2) the Company's equity in a
  net loss of any such Person for such period shall be included in
  determining such Consolidated Net Income;
  
     (b)  any net income of any Person acquired by the Company or a
  Restricted Subsidiary in a pooling of interests transaction for
  any period prior to the date of such acquisition;
  
     (c)  any net income of any Restricted Subsidiary to the extent
  such Restricted Subsidiary is subject to restrictions, directly or
  indirectly, on the payment of dividends or the making of
  distributions by such Restricted Subsidiary, directly or
  indirectly, to the Company, except that (1) the net income of
  Cliffs Drilling Company shall be included notwithstanding the
  foregoing, (2) the net income of a Restricted Subsidiary shall be
  included to the extent such net income could be paid to the
  Company or a Restricted Subsidiary by loans, advances,
  intercompany transfers, principal repayments or otherwise; (3) the
  Company's equity in the net income of any such Restricted
  Subsidiary for such period shall be included in such Consolidated
  Net Income up to the aggregate amount of cash actually distributed
  by such Restricted Subsidiary during such period to the Company or
  another Restricted Subsidiary as a dividend or other distribution
  (subject, in the case of a dividend or other distribution to
  another Restricted Subsidiary, to the limitation contained in this
  clause) and (4) the Company's equity in a net loss of any such
  Restricted Subsidiary for such period shall be included in
  determining such Consolidated Net Income;
  
     (d)  any gain (but not loss) realized upon the sale or other
  disposition of any property, plant or equipment of the Company or
  its consolidated subsidiaries (including pursuant to any sale-and-
  leaseback arrangement) which is not sold or otherwise disposed of
  in the ordinary course of business and any gain (but not loss)
  realized upon the sale or other disposition of any Capital Stock
  of any Person;
  
     (e)  extraordinary, unusual or nonrecurring charges;
  
     (f)  charges relating to the extinguishment of debt obligations
  of R&B Falcon Holdings Inc.; and
  
     (g)  the cumulative effect of a change in accounting principles.
  
     "Consolidated Net Worth" of a Person means the consolidated
stockholders' equity of such Person and its Subsidiaries, as
determined in accordance with GAAP.

     "Corporate Trust Office of the Trustee" shall be at the address
of the Trustee specified in Section 12.2 hereof or such other address
as to which the Trustee may give notice to the Company.

     "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more debt facilities or commercial
paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time.

     "Default" means any act, event or condition which is, or after
notice or passage of time or both would be, an Event of Default.

     "Depositary" means, with respect to the Secured Notes issuable
or issued in whole or in part in global form, the Person specified in
Section 2.3 hereof as the Depositary with respect to the Secured
Notes, until a successor shall have been appointed and become such
Depositary pursuant to the applicable provision of this Indenture,
and thereafter, "Depositary" shall mean or include such successor.

     "Devco" means Reading & Bates Development Co., a Delaware
corporation and a Restricted Subsidiary of the Company.

     "EBITDA" for any period means the Consolidated Net Income for
such period, plus the following (but without duplication) to the
extent deducted in calculating such Consolidated Net Income for such
period: (a) income tax expense, (b) Consolidated Interest Expense,
(c) depreciation expense and (d) amortization expense.

     "Euroclear" means the Euroclear System (or any successor
securities clearing agency).

     "Event of Loss" is defined to mean any of the following events:
(a) the actual or constructive total loss of a Mortgaged Rig or the
agreed or compromised total loss of a Mortgaged Rig, (b) the
destruction of a Mortgaged Rig, (c) damage to a Mortgaged Rig to an
extent, determined in good faith by the Company within 90 days after
the occurrence of such damage (and evidenced by an officers'
certificate to such effect delivered to the Trustee, within such 90-
day period), as shall make repair thereof uneconomical or shall
render such Mortgaged Rig permanently unfit for normal use (other
than obsolescence) or (d) the condemnation, confiscation,
requisition, seizure, forfeiture or other taking of title to or use
of a Mortgaged Rig that shall not be revoked within six months. An
Event of Loss shall be deemed to have occurred: (i) in the event of
the destruction or other actual total loss of a Mortgaged Rig, on the
date of such loss; (ii) in the event of a constructive, agreed or
compromised total loss of a Mortgaged Rig, on the date of the
determination of such total loss pursuant to the relevant insurance
policy; (iii) in the case of any event referred to in clause (c)
above, upon the delivery of the officers' certificate to the Trustee;
or (iv) in the case of any event referred to in clause (d) above, on
the date six months after the occurrence of such event.

     "Event of Loss Proceeds" is defined to mean all compensation,
damages and other payments (including insurance proceeds) received by
the Issuer, the Company, any Restricted Subsidiary, the Collateral
Agent or the Trustee, jointly or severally, from any Person,
including any governmental authority, with respect to or in
connection with an Event of Loss.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     "Exchange Global Note" means one or more Global Notes that do
not and are not required to bear the Private Placement Legend.

     "Exchange Offer" means the offer that may be made by the Issuer
and the Company pursuant to the Registration Rights Agreement to
exchange Exchange Secured Notes for Initial Secured Notes.

     "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.

     "Exchange Secured Notes" has the meaning set forth in the
Recitals to this Indenture and more particularly means any series of
the Secured Notes authenticated and delivered under this Indenture
pursuant to the Exchange Offer.

     "Exchangeable Stock" means any Capital Stock which is
exchangeable or convertible into another security (other than Capital
Stock of the Company which is neither Exchangeable Stock nor
Redeemable Stock).

     "GAAP" means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect from time to time.

     "Global Note" means, individually and collectively, the
Regulation S Temporary Global Note, the Regulation S Permanent Note,
the U.S. Global Notes and the Exchange Global Notes.

     "guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of
any Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or
other obligation of such Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (ii) entered into for
the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided,
however, that the term "guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business. The
term "guarantee" used as a verb has a corresponding meaning. The
term ``guarantor'' shall mean any Person guaranteeing any obligation.

     "Guarantee" means the guarantee of the Secured Notes pursuant to
the provisions described in Article XIII hereof.

     "Hedging Obligations" of any Person means the net obligation
(not the notional amount) of such Person pursuant to any interest
rate swap agreement, foreign currency exchange agreement, interest
rate collar agreement, option or futures contract or other similar
agreement or arrangement relating to interest rates or foreign
exchange rates.

     "Holder" or "Noteholder" means the Person in whose name a
Secured Note is registered on the Registrar's books.

     "Incidental Asset" is defined to mean any equipment, outfit,
furniture, furnishings, appliances, spare or replacement parts or
stores owned by the Company or a Restricted Subsidiary that have
become obsolete or unfit for use or no longer useful, necessary or
profitable in the conduct of the business of the Company or such
Restricted Subsidiary, as the case may be. In no event shall the term
"Incidental Asset" include a drilling rig or a drillship or a
Mortgaged Rig.

     "Incur" means issue, assume, guarantee, incur or otherwise
become liable for, provided, however, that any Indebtedness or
Capital Stock of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the
time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning.

     "Indebtedness" of any Person at any date means, without
duplication:

      (1) all indebtedness of such Person for borrowed money (whether
  or not the recourse of the lender is to the whole of the assets of
  such Person or only to a portion thereof);
  
      (2) all obligations of such Person evidenced by bonds,
  debentures, notes or other similar instruments;
  
      (3) all obligations of such Person in respect of letters of
  credit or other similar instruments (or reimbursement obligations
  with respect thereto), other than standby letters of credit and
  performance bonds issued by such Person in the ordinary course of
  business, to the extent not drawn or, to the extent drawn, if such
  drawing is reimbursed not later than the third Business Day
  following demand for reimbursement;
  
      (4) all obligations of such Person to pay the deferred and
  unpaid purchase price of property or services, except trade
  payables and accrued expenses incurred in the ordinary course of
  business;
  
      (5) all Capitalized Lease Obligations of such Person;
  
      (6) all Indebtedness of others secured by a Lien on any asset
  of such Person, whether or not such Indebtedness is assumed by
  such Person, to the extent of the fair market value of all the
  assets of such Person subject to such Lien;
  
      (7) all Indebtedness of others guaranteed by such Person to the
  extent of such guarantee;
  
      (8) Redeemable Stock; and
  
      (9) all Hedging Obligations of such Person.
  
     For purposes of clause (8) of the preceding sentence, Redeemable
Stock shall be valued at the maximum fixed redemption, repayment or
repurchase price, which shall be calculated in accordance with the
terms of such Redeemable Stock as if such Redeemable Stock were
repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture; provided, however, that if
such Redeemable Stock is not then permitted to be redeemed, repaid or
repurchased, the redemption, repayment or repurchase price shall be
the book value of such Redeemable Stock. The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the
maximum liability of any guarantees at such date; provided that for
purposes of calculating the amount of any non-interest bearing or
other discount security, such Indebtedness shall be deemed to be the
principal amount thereof that would be shown on the balance sheet of
the issuer thereof dated such date prepared in accordance with GAAP
but that such security shall be deemed to have been Incurred only on
the date of the original issuance thereof. The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise
to the obligation, of any contingent obligations at such date.

     "Indenture" means this Indenture, as amended or supplemented
from time to time by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including
for all purposes of this Indenture and any supplemental indenture the
provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Indenture and any supplemental indenture.

     "Indirect Participant" means a Person who holds an interest
through a Participant.

     "Initial Purchaser" means Donaldson, Lufkin & Jenrette
Securities Corporation.

     "Initial Secured Notes" has the meaning set forth in the
Recitals to this Indenture and more particularly means any of the
Secured Notes authenticated and delivered under this Indenture other
than Exchange Secured Notes.

     "Institutional Accredited Investor" means an entity which is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "Interest Rate Protection Agreement" means any interest rate
swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect the Company or any
Restricted Subsidiary against fluctuations in interest rates.

     "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance
sheet of the lender) or other extensions of credit (including by way
of guarantee or similar arrangement) or capital contribution to (by
means of any transfer of cash or other property to others or any
payment for property or services for the account or use of others),
or any purchase or acquisition of Capital Stock, Indebtedness or
other similar instruments issued by such Person. For purposes of the
definition of "Unrestricted Subsidiary," the definition of
"Restricted Payment" and the covenant described under the "Limitation
on Restricted Payments" covenant (i) "Investment" shall include the
portion (proportionate to the Company's equity interest in such
Subsidiary) of the fair market value of the net assets of any
Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary, provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent
"Investment" in such Subsidiary at the time of such redesignation
equal to (x) the amount of such Investment immediately prior to such
redesignation less (y) the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation; and
(ii) any property transferred to or from an Unrestricted Subsidiary
shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Company's
Board of Directors.

     "Investment Grade Rating" means BBB- or above, in the case of
S&P (or its equivalent under any successor rating categories of S&P),
Baa3 or above, in the case of Moody's (or its equivalent under any
successor rating categories of Moody's), and the equivalent in
respect of the ratings categories of any Rating Agencies substituted
for S&P or Moody's.

     "Issue Date" means the date on which the Secured Notes are
originally issued.

     "Issuer" means the Person named as such in the preamble of this
Indenture unless and until a successor replaces it pursuant to the
applicable provisions hereof and thereafter means such successor.

     "Issuer Escrow Account" means the escrow account established
pursuant to the Issuer Escrow Agreement.

     "Issuer Escrow Agreement" means the Senior Secured Note Escrow
Agreement of even date herewith among the Issuer, the Trustee and
United States Trust Company of New York as escrow agent.

     "Issuer Escrowed Property"  means the funds and Investments
contained in the Issuer Escrow Account.

     "Issuer Loan" means a loan made under an Issuer Loan Agreement.

     "Issuer Loan Agreement" means a loan agreement between the
Issuer and the Company pursuant to which the Issuer will make a loan
for the purpose of:

     (a)  Financing all or a portion of the cost of acquiring,
  constructing, altering, improving or repairing the Mortgaged Rig or
  improvements used or to be used in connection with such Mortgaged
  Rig; or
  
     (b)  Financing all or any part of the purchase price of the
  Mortgaged Rig or improvements used or to be used in connection with
  such Mortgaged Rig, which Issuer Loan is incurred prior to or within
  one year after the later of the completion of construction,
  alteration, improvement or repair or the commencement of commercial
  operations thereof.
  
     "Issuer Security Agreement"  means the Senior Secured Note
Security and Pledge Agreement of even date among the Issuer, the
Trustee and United States Trust Company of New York as collateral
agent.

     "Legal Holiday" means a Saturday, a Sunday or a day on which
federal offices or banking institutions in The City of New York, in
the city of the corporate trust office of the Trustee, or at a place
of payment are authorized by law, regulation or executive order to
remain closed.  If a payment date is a Legal Holiday, payment may be
made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     "Lien" means any mortgage, pledge, hypothecation, charge,
assignment, deposit arrangement, encumbrance, security interest, lien
(statutory or other), or preference, priority or other security or
similar agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any agreement to give or
grant a Lien or any lease, condition sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing). For the purposes of this Indenture, the Company or any of
its Subsidiaries shall be deemed to own subject to a Lien any asset
which the Company has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, Capitalized
Lease Obligation or other title retention agreement relating to such
asset.

     "Loss Excess Proceeds" is defined to mean the total of (i)
amounts treated as Loss Excess Proceeds under Section 3.8 and (ii)
the amount by which the Net Event of Loss Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Events
of Loss with respect to drilling rigs or drillships other than
Mortgaged Rigs occurring on or after the Issue Date in the most
receipt period of 12 consecutive months exceeds $10,000,000, less (in
the case of clause (ii)) the amount of such excess Net Event of Loss
Proceeds (A) used to repay Senior Indebtedness of the Company or
secured Senior Indebtedness of a Subsidiary Guarantor then owning a
Mortgaged Rig, in each case, with a permanent reduction of
availability in the case of revolving credit borrowings and owing to
a Person other than the Company or any of its Subsidiaries, or (B)
invested in Additional Assets (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and
evidenced by a Board Resolution).

     "Maturity" means the date on which the principal of a Secured
Note becomes due and payable as provided therein or in this
Indenture, whether at the Stated Maturity or the Change of Control
Payment Date or the purchase date established pursuant to the terms
of this Indenture for an Excess Proceeds Offer or by declaration of
acceleration, call for redemption or otherwise.

     "Moody's" means Moody's Investors Service, Inc., or if Moody's
Investors Services, Inc. shall cease rating the specified debt
securities and such ratings business with respect thereto shall have
been transferred to a successor Person, such successor Person.

     "Mortgage" means a vessel mortgage, First Naval Mortgage or Deed
of Covenant substantially in the form and to the effect set forth as
an exhibit to an Issuer Loan Agreement.

     "Mortgaged Rigs" means the drilling rigs, drillships or other
vessels owned by the Company and mortgaged to secure an Issuer Loan,
including the Mortgage Rigs listed on Schedule 1.1.

     "Net Available Cash" from an Asset Sale means cash payments or
Temporary Cash Equivalents received therefrom (including any cash
payments received by way of deferred payment of principal pursuant to
a note or installment receivable or otherwise and proceeds from the
sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring
Person of Indebtedness or other obligations relating to such
properties or assets or received in any other noncash form), in each
case net of (i) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all federal,
state, provincial, foreign and local taxes required to be accrued as
a liability under GAAP, as a consequence of such Asset Sale, (ii) all
payments made on any Indebtedness which is secured by any assets
subject to such Asset Sale, in accordance with the terms of any Lien
upon or other security agreement of any kind with respect to such
assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Sale, or by applicable law, be repaid out of
the proceeds from such Asset Sale, (iii) all distributions and other
payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Sale and
(iv) the deduction of appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated
with the property or other assets disposed in such Asset Sale and
retained by the Company or any Restricted Subsidiary after such Asset
Sale.

     "Net Cash Proceeds" means, with respect to any issuance or sale
of Capital Stock, the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement
agents' fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale
and net of taxes paid or payable as a result thereof.

     "Net Event of Loss Proceeds" means, with respect to any Event of
Loss, the Event of Loss Proceeds from such Event of Loss net of
related fees and expenses, distributions and other payments required
to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Event of Loss, and payments made to
repay Indebtedness or any other obligation outstanding at the time of
such Event of Loss; provided, however, that such Indebtedness or
other obligation is either (A) secured by a Lien on the property or
assets that suffered the Event of Loss or (B) required to be paid as
a result of such Event of Loss.

     "New Senior Note Indenture" means the Indenture, dated the date
hereof, among the Company and U.S. Trust Company of Texas, National
Association, as trustee thereunder, relating to the New Senior Notes,
as amended and supplemented from time to time.

     "New Senior Notes" means the 121/4% Senior Notes due 2006 of the
Company to be issued pursuant to the New Senior Note Indenture.

     "Non-Convertible Capital Stock" means, with respect to any
Person, any non-convertible Capital Stock of such Person and any
Capital Stock of such Person convertible solely into non-convertible
common stock of such Person; provided, however, that Non-Convertible
Capital Stock shall not include any Redeemable Stock or Exchangeable
Stock.

     "Non-Recourse Indebtedness" means Indebtedness or that portion
of Indebtedness of an Unrestricted Subsidiary as to which neither the
Company or any Restricted Subsidiary:

     (1)   provides credit support including any undertaking,
  agreement or instrument which would constitute Indebtedness; or
  
     (2)   is directly or indirectly liable for such Indebtedness.
  
     "Obligations" means, with respect to any Indebtedness, any
obligation thereunder, including, without limitation, principal,
premium and interest (including post petition interest thereon and,
with respect to the Secured Notes, Special Interest and Additional
Amounts), penalties, fees, costs, expenses, indemnifications,
reimbursements, damages and other liabilities.

     "Obligors" means the Issuer, the Company and the Subsidiary
Guarantors, if any, collectively; "Obligor" means the Issuer, the
Company or any Subsidiary Guarantor.

     "Offering Memorandum" means the Offering Memorandum, dated
March 19, 1999 relating to the Issuer's offering and placement of the
Initial Secured Notes.

     "Offering" means the Offering of the Initial Secured Notes by
the Issuer.

     "Officer" means, with respect to any Person, the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, the Chief Accounting Officer,
the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, an Assistant Secretary or any Vice President of such
Person.

     "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President,
the Chief Executive Officer or a Vice President, and by the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the
Issuer, the Company or a Subsidiary and delivered to the Trustee,
which shall comply with this Indenture.

     "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of
Sections 12.4 and 12.5 hereof.  The counsel may be an employee of or
counsel to the Issuer, the Company, any Subsidiary or the Trustee.

     "Pari Passu Indebtedness" means any Indebtedness of the Company,
whether outstanding on the date on which the Secured Notes are
originally issued or thereafter created, incurred or assumed, unless,
in the case of any particular Indebtedness the instrument creating or
evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall be subordinated in
right of payment to the Guarantee or the Issuer Loans, as applicable.

     "Participant" means, with respect to DTC, Euroclear or Cedel, a
Person who has an account with DTC, Euroclear or Cedel, respectively
(and, with respect to DTC, shall include Euroclear and Cedel).

     "Permitted Investments" means:

     (a)  certificates of deposit, bankers acceptances, time
  deposits, Eurocurrency deposits and similar types of Investments
  routinely offered by commercial banks with final maturities of one
  year or less issued by commercial banks having capital and surplus in
  excess of $100,000,000;
  
     (b)  commercial paper issued by any corporation, if such
  commercial paper has credit ratings of at least ``A-1'' by S&P and at
  least `P-1'' by Moody's;
  
     (c)  U.S. Government Obligations with a maturity of four years
  or less;
  
     (d)  repurchase obligations of instruments of the type described
  in clause (c);
  
     (e)  shares of money market mutual or similar funds having
  assets in excess of $100,000,000;
  
     (f)  payroll advances in the ordinary course of business;
  
     (g)  other advances and loans to officers and employees of the
  Company or any Restricted Subsidiary, so long as the aggregate
  principal amount of such advances and loans does not exceed
  $1,000,000 at any one time outstanding;
  
     (h)  Investments in any Person in the form of a capital
  contribution of the Company's Common Stock;
  
     (i)  Investments made by the Company in its Restricted
  Subsidiaries (or any Person that will be a Restricted Subsidiary as a
  result of such Investment) or by a Restricted Subsidiary in the
  Company or in one or more Restricted Subsidiaries (or any Person that
  will be a Restricted Subsidiary as a result of such Investment);
  
     (j)  Investments in stock, obligations or securities received in
  settlement of debts owing to the Company or any Restricted Subsidiary
  as a result of bankruptcy or insolvency proceedings or upon the
  foreclosure, perfection or enforcement of any Lien in favor of the
  Company or any Restricted Subsidiary, in each case as to debt owing
  to the Company or any Restricted Subsidiary that arose in the
  ordinary course of business of the Company or any such Restricted
  Subsidiary;
  
     (k)  Investments made in exchange for Indebtedness permitted by
  clauses (b)(4) and (b)(5) of Section 4.9;

     (l)  Investments in the capital stock of Navis ASA, a Norwegian
  corporation, in exchange for cash and non-cash assets (the fair
  market value of which shall be determined in good faith by the Board
  of Directors of the Company), in an aggregate amount not to exceed
  $50,000,000 at any time outstanding;

     (m)  Investments consisting of the redesignation of the
  Subsidiary owning or operating the drillship Deepwater Frontier or
  the semisubmersible RBS8M as an Unrestricted Subsidiary, or the
  contribution, transfer or other disposition of the drillship
  Deepwater Frontier or the semisubmersible RBS8M and related equipment
  and assets (including any drilling contract) by the Company or any
  Restricted Subsidiary to a Person other than a Restricted Subsidiary,
  in connection with the refinancing of the Indebtedness Incurred to
  finance the construction of such rigs;

     (n)  Investments in a Person other than a Restricted Subsidiary
  for the purpose of financing the construction or upgrade prior to
  delivery of the drillship Deepwater Frontier or the semisubmersible
  RBS8M pursuant to the terms of applicable construction and equipment
  installation agreements;

     (o)  Investments in a Person other than a Restricted Subsidiary
  for the purpose of financing the construction or upgrade of new
  drilling rigs, drillships or similar vessels and related equipment,
  in an aggregate amount not to exceed at any time outstanding
  (i) $100,000,000 less (ii) the aggregate amount of all payments
  actually made pursuant to paragraph (n) of this definition that
  represent payments for amounts in excess of the Company's estimated
  costs for the vessels referred to therein, as in effect on the Issue
  Date; provided, however, that at the time of such Investment, the
  Company or such Person has entered into a Qualifying Contract with
  respect thereto;
  
     (p)  Investments represented by that portion of the proceeds
  from Asset Sales that is not required to be cash or Temporary Cash
  Equivalents by the covenant described in Section 4.15 hereof; and
  
     (q)  Investments in Devco in an aggregate amount not to exceed
  $10,000,000 at any time outstanding.
  
     "Person" means any individual, corporation, limited liability
company, limited or general partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

     "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person.

     "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

     "Qualifying Contract" with respect to a drilling rig, drillship
or similar vessel means a contract for the use thereof (i) between
the Company or a Restricted Subsidiary or, for the purposes of clause
(o) of the definition of "Permitted Investments," a Person other than
a Restricted Subsidiary and a counterparty that, as certified in an
officers' certificate delivered to the Trustee in connection
therewith, is either generally recognized in the offshore drilling
industry as a major oil company or has an investment grade rating on
its long-term debt from Moody's or S&P, (ii) having a minimum term of
two years and (iii) containing a minimum dayrate for such drilling,
rig, drillship or similar vessel.

     "Rating Agencies" means (a) S&P and Moody's or (b) if S&P or
Moody's or both of them are not making ratings of the Secured Notes
publicly available, a nationally recognized U.S. rating agency or
agencies, as the cases may be, selected by the Company, which will be
substituted for S&P or Moody's or both, as the case may be.

     "Record Date" means, for the interest payment on any Interest
Payment Date, the date specified in Section 2.12 hereof.

     "Redeemable Stock" means, with respect to any series of Secured
Notes, any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part,
on or prior to the date on which the Secured Notes of such series
mature. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Redeemable Stock solely because the holders
thereof have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a change of control or an asset
sale shall not constitute Redeemable Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with the covenants described in
Sections 3.10, 4.8, 4.11 and 4.15.

     "Redemption Date" means, when used with respect to any Secured
Note or part thereof to be redeemed hereunder, the date fixed for
redemption of such Secured Notes pursuant to the terms of the Secured
Notes and this Indenture.

     "Redemption Price" means, when used with respect to any Secured
Note or part thereof to be redeemed hereunder, the price fixed for
redemption of such Secured Note pursuant to the terms of the Secured
Notes and this Indenture, plus accrued and unpaid interest, if any,
and Special Interest, if any, thereon, to the Redemption Date.

     "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such
indebtedness.  "Refinanced" and "Refinancing" shall have correlative
meanings.

     "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date of this Indenture, by and among the
Issuer, Company and the Initial Purchaser, as such agreement may be
amended, modified or supplemented from time to time.

     "Regulation S" means Regulation S under the Securities Act
(including any successor regulation thereto), as it may be amended
from time to time.

     "Regulation S Global Note" means a Regulation S Temporary Global
Note or Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent global
senior note that contains the paragraph referred to in footnote 1,
the phrase referred to in footnote 4 and the additional schedule
referred to in footnote 5 to the form of the Secured Note attached
hereto as Exhibit A, and that is deposited with the Secured Note
Custodian and registered in the name of the Depositary or its
nominee, representing the Initial Secured Notes sold in reliance on
Regulation S.

     "Regulation S Temporary Global Note" means a single temporary
global senior note that contains the paragraphs referred to in
footnote 1, the phrase referred to in Footnote 4 and the additional
schedule referred to in footnote 4 to the form of the Senior Secured
Note attached hereto as Exhibit A, in the form of the Secured Note
attached hereto as Exhibit A that is deposited with the Secured Note
Custodian and registered in the name of the Depositary or its
nominee, representing the Initial Secured Notes sold in reliance on
Regulation S.

     "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted
Subsidiaries on the Issue Date.

     "Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee with direct responsibility of the
administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with
the particular subject.

     "Restricted Subsidiary" means any Subsidiaries other than an
Unrestricted Subsidiary.

     "Rule 144A" means Rule 144A under the Securities Act (including
any successor regulation thereto), as it may be amended from time to
time.

     "S&P" is defined to mean Standard & Poors Ratings Group, a
division of McGraw-Hill Companies, Inc. and its successors.

     "Sale Excess Proceeds" is defined to mean (i) all amounts
treated as Sale Excess Proceeds under Section 3.10 and (ii) all
amounts treated as Sale Excess Proceeds under Section 4.15(b) hereof.

     "Sale/Leaseback Transaction" means any arrangement with any
Person providing for the leasing by the Company or any of its
Restricted Subsidiaries, for a period of more than three years, of
any real or tangible personal property, which property has been or is
to be sold or transferred by the Company or such Restricted
Subsidiary to such Person in contemplation of such leasing.

     "SEC" or "Commission" means the Securities and Exchange
Commission.

     "Secured Note Custodian" means the Trustee, as custodian for the
Depositary with respect to the Secured Notes in global form, or any
successor entity thereto.

     "Secured Notes" has the meaning set forth in the Recitals of
this Indenture and more particularly means any of the Secured Notes
authenticated and delivered under this Indenture.

     "Securities Act" means the U.S. Securities Act of 1933, as
amended.

     "Security Agreements" means the Issuer Escrow Agreement, the
Issuer Security Agreement, the Mortgages, the Company Escrow
Agreement and the Company Security Agreement and any other document
that secures the Secured Notes or an Issuer Loan.

     "Senior Indebtedness" of any Person means (i) Indebtedness of
such Person, whether outstanding on the Issue Date or thereafter
Incurred, and (ii) accrued and unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company to the extent post-filing
interest is allowed in such proceeding) in respect of (A)
indebtedness for money borrowed and (B) indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment
of which such Person is responsible or liable unless, in the case of
(i) and (ii), in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such
obligations are subordinate in right of payment to the Secured Notes,
the Guarantee, the Issuer Loans or the Subsidiary Guarantees, as
applicable; provided, however, that Senior Indebtedness shall not
include (1) any obligation of such Person to any Subsidiary of such
Person, (2) any liability for federal, state, local, foreign or other
taxes owed or owing by such Person, (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of
business (including guarantees thereof or instruments evidencing such
liabilities), (4) any Indebtedness of such Person (and any accrued
and unpaid interest in respect thereof) which is subordinate or
junior in any respect to any other Indebtedness or other obligation
of such Person or (5) that portion of any Indebtedness which at the
time of Incurrence is Incurred in violation of this Indenture.

     "Significant Subsidiary" means any Subsidiary Guarantor and any
other Restricted Subsidiary that would be a ``Significant
Subsidiary'' of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.  For purposes of Section
6.1(g) and Section 6.1(h) hereof only, the term "Significant
Subsidiary" shall also include any group of Restricted Subsidiaries
that, taken as a whole as of the latest audited consolidated
financial statements for the Company and its Subsidiaries, would
constitute a Significant Subsidiary.

     "Special Interest" means all "special interest" owing pursuant
to the Registration Rights Agreement.

     "Special Record Date" means a date fixed by the Trustee pursuant
to Section 2.12 hereof for the payment of Defaulted Interest.

     "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final
payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such security at the option
of the holder thereof upon the happening of any contingency unless
such contingency has occurred).

     "Subordinated Obligation" means any Indebtedness of the Issuer,
the Company or a Subsidiary Guarantor, as the case may be (whether
outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Secured Notes, the
Guarantee, the Issuer Loans or the Subsidiary Guarantee, as
applicable, whether pursuant to a written agreement to that effect or
by operation of law.

     "Subsidiary" means, with respect to any Person:

          (1)  any corporation of which more than 50% of the total
     voting power of all classes of the capital stock entitled
     (without regard to the occurrence of any contingency) to vote in
     the election of directors is owned by such Person directly or
     through one or more other Subsidiaries of such Person, and
     
          (2)  any entity other than a corporation of which at least
     a majority of the capital stock or other equity interest
     (however designated) entitled (without regard to the occurrence
     of any contingency) or vote in the election of the governing
     body, partners, managers or others that will control the
     management of such entity is owned by such Person directly or
     through one or more other Subsidiaries of such Person.
     
     "Subsidiary Guarantor" means each Subsidiary of the Company,
whether now owned or hereafter formed, which owns a Mortgaged Rig or
which shall execute and deliver a Subsidiary Guarantee.

     "Subsidiary Guarantee" means a guarantee of the Issuer's
obligations with respect to the Secured Notes issued by a Subsidiary
of the Company.

     "Tangible Property" means all land, buildings, machinery and
equipment and leasehold interests and improvements which would be
reflected on a balance sheet of the Company prepared in accordance
with GAAP, excluding (a) all rights, contracts and other intangible
assets of any nature whatsoever and (b) all inventories and other
current assets.

     "Temporary Cash Investments" means Investments described in
clauses (a), (b), (c) and (d) of the definition of ``Permitted
Investments.''

     "Transfer Restricted Notes" means Secured Notes that bear or are
required to bear the Private Placement Legend.

     "Trust Indenture Act" or "TIA" means the U.S. Trust Indenture
Act of 1939 (15 U.S.C.  77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the Trust Indenture Act
except as required by Section 9.3 hereof, provided that if the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture
Act" or "TIA" means, if so required by such amendment, the Trust
Indenture Act of 1939, as so amended.

     "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

     "Unrestricted Subsidiary" means:

     (a)    any Subsidiary of the Company that at the time of
  determination will be designated an Unrestricted subsidiary by the
  Board of Directors of the Company as provided below and
  
     (b)    any Subsidiary of an Unrestricted Subsidiary.
  
     The Board of Directors of the Company may designate any
Subsidiary of the Company as an Unrestricted Subsidiary so long as:

     (1) it has no Indebtedness other than Non-Recourse Indebtedness;
  provided, however, that notwithstanding any other provision of
  this Indenture, a Subsidiary shall not fail to constitute an
  Unrestricted Subsidiary by reason of (a) the guarantee by the
  Company or a Restricted Subsidiary in connection with synthetic
  lease obligations Incurred to finance the construction or upgrade
  of drilling rigs, drillships or similar vessels; and (b)
  obligations of the Company or a Restricted Subsidiary relating to
  Indebtedness of an Unrestricted Subsidiary if such Indebtedness
  constituted a Permitted Investment or a Restricted Payment
  permitted by Section 4.11 hereof at the time of its Incurrence or
  at the time of designation of such Subsidiary as an Unrestricted
  Subsidiary; and
  
     (2) after giving effect thereto, such designation was permitted
  by Section 4.11.
  
     Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing a resolution of the Board
of Directors with the Trustee giving effect to such designation. The
Board of Directors of the Company may designate any Unrestricted
Subsidiary as a Restricted Subsidiary if, immediately after giving
effect to such designation, (A) no Default or Event of Default shall
have occurred and be continuing and (B) the Company could incur $1.00
of additional Indebtedness under Section 4.9(a) hereof.

     "U.S. Global Note" means a permanent Global Note that contains
the paragraphs referred to in footnote 1 or footnote 3, in the phrase
referred to in footnote 4 and the additional schedule referred to in
footnote 5 to the form of the Secured Note attached hereto as Exhibit
A, and that is deposited with the Secured Note Custodian and
registered in the name of the Depositary or its nominee, representing
Secured Notes sold in reliance on Rule 144A or in reliance on another
exemption from the registration requirements of the Securities Act.

     "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations)
of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and
credit of the United States of America is pledged and which are not
callable at the issuer's option.

     "U.S. Person" means (i) any individual resident in the United
States, (ii) any partnership or corporation organized or incorporated
under the laws of the United States, (iii) any estate of which an
executor or administrator is a U.S. Person (other than an estate
governed by foreign law and of which at least one executor or
administrator is a non-U.S. Person who has sole or shared investment
discretion with respects to its assets), (iv) any trust of which any
trustee is a U.S. Person (other than a trust of which at least one
trustee is an non-U.S. Person who has sole or shared investment
discretion with respect to its assets and no beneficiary of the trust
(and no settler, if the trust is revocable) is a U.S. Person), (v)
any agency or branch of a foreign entity located in the United
States, (vi) any non-discretionary or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person, (vii) any discretionary or similar
account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in
the United States (other than such an account held for the benefit or
account of a non-U.S. Person), (viii) any partnership or corporation
organized or incorporated under the laws of a foreign jurisdiction
and formed by a U.S. Person principally for the purpose of investing
in securities not registered under the Securities Act (unless it is
organized or incorporated and owned, by "accredited investors" within
the meaning of Rule 501(a) under the Securities Act who are not
natural persons, estates or trusts); provided, however, that the term
"U.S. Person" shall not include (A) a branch or agency of a U.S.
Person that is located and operating outside the United States for
valid business purposes as a locally regulated branch or agency
engaged in the banking or insurance business, (B) any employee
benefit plan established and administered in accordance with the law,
customary practices and documentation of a foreign country and (C)
the international organizations set forth in Section 902(k)(vi) of
Regulation S and any other similar international organizations, and
their agencies, affiliates and pension plans.

     "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or
trustees thereof.

     "Wholly Owned Restricted Subsidiary" means a Restricted
Subsidiary all the Capital Stock of which (other than directors'
qualifying shares) is owned by the Company or one or more Wholly
Owned Restricted Subsidiaries.

     Section 1.2    Other Definitions.

                                                         Defined
          Term                                         in Section

          "Act"                                           12.6(a)
          "Additional Amounts"                             ______
          "Affiliate Transaction                          4.17(a)
          "Change of Control"                              4.8(a)
          "Change of Control Offer"                        4.8(a)
          "Change of Control Purchase Price"               4.8(a)
          "Change of Control Offer Period"                 4.8(a)
          "Change of Control Payment Date"                 4.8(b)
          "Comparable Treasury Price"                         3.9
          "Comparable Treasury Rate"                          3.9
          "Covenant Defeasance"                               9.3
          "DTC"                                               2.3
          "Defaulted Interest"                               2.12
          "Defeasance"                                        9.2
          "Event of Default"                                  6.1
          "Excess Proceeds"                                ______
          "Excess Proceeds Offer"                         3.10(a)
          "Excess Proceeds Offer Amount"                  3.10(b)
          "Excess Proceeds Offer Period"                  3.10(b)
          "Excess Proceeds Purchase Date                  3.10(b)
          "40-day restricted period"                       2.1(b)
          "Guaranteed Indebtedness"                    4.19, 13.7
          "Independent Investment Banker"                     3.9
          "Interest Payment Date"                            2.12
          "Loss Proceeds Receipt Date"                        3.8
          "Loss Date"                                         3.8
          "Loss Redemption Amount"                            3.8
          "Lost Mortgaged Rig"                                3.8
          "Make-Whole Premium"                             3.7(c)
          "Mortgaged Rig Asset"                           4.15(a)
          "Paying Agent"                                      2.3
          "Primary Treasury Dealer"                           3.9
          "Private Placement Legend"                    2.6(e)(i)
          "Process Agent"                                   12.10
          "Reference Treasury Dealer"                         3.9
          "Reference Treasury Dealer Quotations"              3.9
          "Registrar"                                         2.3
          "Restricted Payment"                            4.11(a)
          "Sale Date"                                         3.9
          "Sale Proceeds Receipt Date"                        3.9
          "Sale Redemption Amount"                            3.9
          "Securities Register"                               2.3
          "7-Year Secured Notes"                           2.1(b)
          "Sold Mortgaged Rig"                                3.9
          "Successor"                                      5.1(a)
          "Suspended Covenants"                           Art. IV
          "10-Year Secured Notes"                          2.1(b)
          "Treasury Rate"                                     3.9

     Section 1.3    Incorporation By Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made
a part of this Indenture.

     The following Trust Indenture Act terms used in this Indenture
have the following meanings:

     "indenture securities" means the Secured Notes;

     "indenture security holder" means a Holder of a Secured Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the
Trustee;

     "obligor" on the Secured Notes means the Issuer or any other
obligor on the Secured Notes.

     All other terms used in this Indenture that are defined by the
Trust Indenture Act, defined by the Trust Indenture Act reference to
another statute or defined by Commission rule under the Trust
Indenture Act have the meanings so assigned to them therein.

     Section 1.4    Rules of Construction.

  Unless the context otherwise requires:

     (1)  the words "herein," "hereof" and "hereunder," and other words of
  similar import, refer to this Indenture as a whole and not to any
  particular Article, Section or other subdivision;
  
     (2)  a term has the meaning assigned to it;

     (3)  an accounting term not otherwise defined has the meaning
  assigned to it in accordance with GAAP;

     (4)  "or" is not exclusive;
 
     (5)  words in the singular include the plural, and in the plural
  include the singular;

     (6)  provisions apply to successive events and transactions;

     (7)  references to sections of or rules under the Securities Act
  shall be deemed to include substitute, replacement of successor
  sections or rules adopted by the Commission from time to time;

     (8)  the principal amount of any non-interest bearing or other
  discount security at any date shall be the principal amount thereof
  that would be shown on a balance sheet of the issuer dated such date
  prepared in accordance with generally accepted accounting principles;

     (9)  when used with respect to the Secured Notes, the term "principal
  amount" shall mean the principal amount thereof at Maturity;

     (10) unless otherwise expressly provided herein, the principal amount
  of any preferred stock shall be greater of (i)  the maximum
  liquidation value of such preferred stock or (ii) the maximum
  mandatory redemption or mandatory repurchase price with respect to
  such preferred stock; and

     (11) all references to amounts of money or $ mean U.S. Dollars.

                             ARTICLE II
                          THE SECURED NOTES
                                  
     Section 2.1    Form and Dating.

  (a)  General.  The Secured Notes, together with the Trustee's
certificate of authentication and the Company's notation of the
Guarantee, shall be substantially in the form set forth in Exhibit A
hereto.  The Secured Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each
Secured Note shall be dated the date of its authentication. The
Secured Notes shall be issued only in fully registered form, without
coupons, in denominations of $1,000 and integral multiples thereof.
The Initial Secured Notes and the Exchange Secured Notes will be the
same except that the Private Placement Legend and paragraph 18 will
be omitted from the Exchange Secured Notes.

  The terms and provisions contained in the Secured Notes shall
constitute, and are hereby expressly made, a part of this Indenture
and the Issuer, the Guarantor and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

  (b)  Authorized Principal Amount; Issuable in Series; Terms.  The
aggregate principal amount of Secured Notes which may be
authenticated and delivered under this Indenture is $800,000,000
issuable in two series.  All Secured Notes of each series under this
Indenture shall in all respects be equally and ratably entitled to
the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time of the
authentication and delivery of the Secured Notes of such series.

     (i)  There is created a series of Secured Notes with the following
  terms:
  
     The title of the series of Secured Notes will be 11% Senior
  Secured Notes due 2006 (the "7-Year Secured Notes").  Such series
  will be limited to (A) Initial 7-Year Secured Notes in an
  aggregate principal amount not to exceed $400,000,000 (B) Exchange
  Secured Notes for issue only in the Exchange Offer pursuant to the
  Exchange Offer Registration Statement for a like principal amount
  of Initial 7-Year Secured Notes exchanged in such Exchange Offer,
  in each case upon the receipt of a Company Order directing the
  Trustee to authenticate such 7-Year Secured Notes and certifying
  that all conditions precedent to the issuance of the relevant
  7-Year Secured Notes contained herein have been complied with.
  The aggregate principal amount of 7-Year Secured Notes outstanding
  at any time may not exceed $400,000,000, except as provided in
  Section 2.7 hereof. Such 10-Year Secured Notes will mature on
  March 15, 2006.
  
     (ii) There is also created a series of Secured Notes under this
  Indenture with the following terms:
  
     The title of the series of Secured Notes will be 11 3/8% Secured
  Notes due 2009 (the "10-Year Secured Notes").  Such series will be
  limited to (A) Initial 10-year Secured Notes in an aggregate
  principal amount not to exceed $400,000,000; (B) Exchange Secured
  Notes for issue only in the Exchange Offer pursuant to the
  Exchange Offer Registration Statement for a like principal amount
  of Initial 10-Year Secured Notes exchanged in such Exchange Offer,
  in each case upon the receipt of a Company Order directing the
  Trustee to authenticate such 10-Year Secured Notes and certifying
  that all conditions precedent to the issuance of the relevant 10-
  Year Secured Notes contained herein have been complied with.  The
  aggregate principal amount of 10-Year Secured Notes outstanding at
  any time may not exceed $400,000,000, except as provided in
  Section 2.7 hereof. Such 10-Year Secured Notes will mature on
  March 15, 2009.
  
   (c)  Initial Secured Notes.  Initial Secured Notes, with the
notations of the Guarantee endorsed thereon, shall be issued in the
form of one or more permanent Global Notes in definitive fully
registered form without interest coupons. Secured Notes offered and
sold to QIBs in reliance on Rule 144A, shall be issued initially in
the form of the U.S. Global Notes, which shall be deposited on behalf
of the purchasers of the Secured Notes represented thereby with the
Secured Note Custodian, and registered in the name of the Depositary
or a nominee of the Depositary, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the U.S. Global Notes may from time to time be
increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee as hereinafter provided.
Initial Secured Notes offered and sold in reliance on Regulation S
shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of
the Secured Notes represented thereby with the Secured Note
Custodian, and registered in the name of the Depositary or the
nominee of the Depositary for the accounts of designated agents
holding on behalf of Euroclear or Cedel, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. The "40-day
restricted period" (as defined in Regulation S) shall be terminated
upon the receipt by the Trustee of a written certificate from the
Depositary, together with copies of certificates from Euroclear and
Cedel certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount
of the Regulation S Temporary Global Note (except to the extent of
any beneficial owners thereof who acquired an interest therein
pursuant to another exemption from registration under the Securities
Act and who will take delivery of a beneficial ownership interest in
a 144A Global Note, all as contemplated by Section 2.6(a)(ii)
hereof). Following the termination of the 40-day restricted period,
beneficial interests in the Regulation S Temporary Global Note shall
be exchanged for beneficial interests in Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously
with the authentication of Regulation S Permanent Global Note, the
Trustee shall cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note may from time to time be
increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

   Each Global Note shall represent such of the outstanding Secured
Notes as shall be specified therein and each shall provide that it
shall represent the aggregate amount of outstanding Secured Notes
from time to time endorsed on Schedule A thereto and that the
aggregate amount of outstanding Secured Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect
exchanges, redemptions and transfers of interests. Any endorsement of
Schedule A of a Global Note to reflect the amount of any increase or
decrease in the amount of outstanding Secured Notes represented
thereby shall be made by the Trustee or the Secured Note Custodian,
at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.6 hereof.

   The provisions of the "Operating Procedures of the Euroclear
Clearance System" and "Terms and Conditions Governing Use of
Euroclear" and the "Management Regulations" and "Instructions to
Participants" of Cedel shall be applicable to interests in the
Regulation S Temporary Global Note and the Regulation S Permanent
Global Note that are held by Participants through Euroclear or Cedel.
The Trustee shall have no obligation to notify Holders of any such
procedures or to monitor or enforce compliance with the same.

   Except as set forth in Section 2.6 hereof, the Global Notes may
be transferred, in whole and not in part, only to another nominee of
the Depositary or to a successor of the Depositary or its nominee.

   (d)  Book-Entry Provisions. This Section 2.1(d) shall apply only to
Global Notes deposited with or on behalf of the Depositary.

   The Issuer shall execute and the Trustee shall, in accordance
with this Section 2.1(d), authenticate and deliver the Global Secured
Notes that (i) shall be registered in the name of the Depositary or
the nominee of the Depositary and (ii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's
instructions or held by the Secured Note Custodian.

   Participants shall have no rights either under this Indenture
with respect to any Global Note held on their behalf by the
Depositary or by the Secured Note Custodian as custodian for the
Depositary or under such Global Note, and the Depositary may be
treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the
Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between
the Depositary and its Participants, the operation of customary
practices of such Depositary governing the exercise of the rights of
an owner of a beneficial interest in any Global Note.

   (e)  Certificated Secured Notes. Secured Notes issued in certificated
form shall be substantially in the form of Exhibit A attached hereto
(but without including the text referred to in footnotes 1 and 4
thereto) and shall be printed, typewritten, lithographed or engraved
or produced by any combination of these methods or may be produced by
any other method permitted by the rules of any securities exchange on
which the Secured Notes may be listed, as evidenced by the execution
of such Secured Notes.

   (f)  Provisions Applicable to Forms of Secured Notes. The Secured
Notes may also have such additional provisions, omissions, variations
or substitutions as are not inconsistent with the provisions of this
Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may
be required to comply with this Indenture, any applicable law or with
any rules made pursuant thereto or with the rules of any securities
exchange or governmental agency or as may be determined consistently
herewith by the Officers of the Issuer executing such Secured Notes,
as conclusively evidenced by their execution of such Secured Notes.
All Secured Notes will be otherwise substantially identical except as
provided herein.

   Subject to the provisions of this Article II, a Holder of a
Global Note may grant proxies and otherwise authorize any Person to
take any action that a Holder is entitled to take under this
Indenture or the Secured Notes.

     Section 2.2    Execution and Authentication.

     Two Officers shall sign the Secured Notes for the Issuer by
manual or facsimile signature.

     If an Officer whose signature is on a Secured Note no longer
holds that office at the time a Secured Note is authenticated, the
Secured Note shall nevertheless be valid.

     A Secured Note shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive
evidence that the Secured Note has been authenticated under this
Indenture. The form of Trustee's certificate of authentication to be
borne by the Secured Notes shall be substantially as set forth in
Exhibit A hereto.

     The Trustee shall authenticate (i) Initial 7-Year Secured Notes
for original issue in an aggregate principal amount not to exceed
$400,000,000 and Initial 10-Year Secured Notes in an aggregate
principal amount not to exceed $400,000,000 and (ii) Exchange 7-Year
Secured Notes or Exchange 10-Year Secured Notes for issue only in the
Exchange Offer pursuant to the Exchange Offer Registration Statement
for a like principal amount of Initial 7-Year Secured Notes or
Initial 10-Year Secured Notes exchanged in such Exchange Offer, in
each case upon the receipt of a Company Order directing the Trustee
to authenticate such Secured Notes and certifying that all conditions
precedent to the issuance of the relevant Secured Notes contained
herein have been complied with.

     The aggregate principal amount of 7-Year Secured Notes and 10-
Year Secured Notes outstanding at any time may not exceed
$400,000,000 or $400,000,000, as the case may be, except as provided
in Section 2.7 hereof.

     The Trustee may appoint an authenticating agent acceptable to
the Issuer to authenticate Secured Notes. Unless limited by the terms
of such appointment, an authenticating agent may authenticate Secured
Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent
to deal with the Issuer or an Affiliate of the Issuer.

     Section 2.3    Registrar and Paying Agent.

     The Issuer shall maintain (i) an office or agency where Secured
Notes may be presented for registration of transfer or for exchange
("Registrar"), (ii) an office or agency where Secured Notes may be
presented for payment ("Paying Agent"), and (iii) and an office or
agency where notices or demands to or upon the Issuer and the
Guarantor in respect of the Secured Notes and this Indenture may be
served.  The Registrar shall keep a register of the Secured Notes and
of their transfer and exchange (the "Securities Register"). The
Issuer may appoint one or more co-registrars and one or more
additional paying agents except as otherwise provided in this
Indenture. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Issuer
may change any Paying Agent or Registrar without notice to any
Holder. The Issuer shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Issuer
fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Issuer or any of its
Subsidiaries may act as Paying Agent or Registrar.

     The Issuer initially appoints The Depository Trust Issuer
("DTC") to act as Depositary with respect to the Global Secured
Notes.

     The Issuer initially appoints the Trustee (at the Corporate
Trust Office of the Trustee) to act as the Registrar and Paying Agent
and to act as Secured Note Custodian with respect to the Global
Notes.

     Section 2.4    Paying Agent to Hold Money in Trust.

     The Issuer shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of, premium, if any, on,
interest on, and Special Interest and Additional Amounts, if any, on,
the Secured Notes, and shall notify the Trustee of any default by the
Issuer in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Issuer at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Issuer or a Subsidiary)
shall have no further liability for the money. If the Issuer, the
Company or a Subsidiary acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuer, the Trustee shall
serve as Paying Agent for the Secured Notes.

     Section 2.5    Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee at least seven Business Days before each
Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the
Holders of Secured Notes, and the Issuer shall otherwise comply with
TIA Section 312(a).

     Section 2.6    Transfer and Exchange.

     (a)  Transfer and Exchange of Global Secured Notes.  The transfer and
exchange of beneficial interests in Global Secured Notes shall be
effected through the Depositary, in accordance with this Indenture
and the Applicable Procedures, which shall include restrictions on
transfer comparable to those set forth herein to the extent required
by the Securities Act. Beneficial interests in a Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Global Note in accordance with the
transfer restrictions set forth in subsection (e) of this Section 2.6
and in the legend in subsection (f) of this Section 2.6. Transfers of
beneficial interests in the Global Notes to Persons required to take
delivery thereof in the form of an interest in another Global Note
shall be permitted as follows:

     (i)  U.S. Global Note to Regulation S Global Note. Prior to the
  expiration of the 40-day restricted period, an owner of a beneficial
  interest in a U.S. Global Note deposited with the Depositary (or the
  Secured Note Custodian) will not be permitted to transfer its
  interest to a Person who wishes to take delivery thereof in the form
  of an interest in the Regulation S Global Note of the same series.
  If, at any time after the expiration of the 40-day restricted period,
  an owner of a beneficial interest in a U.S. Global Note deposited
  with the Depositary (or the Secured Note Custodian) wishes to
  transfer its beneficial interest in such U.S. Global Note to a Person
  who is required or permitted to take delivery thereof in the form of
  an interest in a Regulation S Global Note of the same series, such
  owner shall, subject to the Applicable Procedures, exchange or cause
  the exchange of such interest for an equivalent beneficial interest
  in a Regulation S Global Note of the same series as provided in this
  Section 2.6(a)(i). Upon receipt by the Trustee of (1) instructions
  given in accordance with the Applicable Procedures from a Participant
  directing the Trustee to credit or cause to be credited a beneficial
  interest in the Regulation S Global Note of the same series in an
  amount equal to the beneficial interest in the U.S. Global Note to be
  exchanged, (2) a written order given in accordance with the
  Applicable Procedures containing information regarding the
  Participant account of the Depositary and the Euroclear or Cedel
  account to be credited with such increase, and (3) a certificate in
  the form of Exhibit B-1 hereto given by the owner of such beneficial
  interest stating that the transfer of such interest has been made in
  compliance with the transfer restrictions applicable to the Global
  Notes and pursuant to and in accordance with Rule 903 or Rule 904 of
  Regulation S, then the Trustee, as Registrar, shall instruct the
  Depositary to reduce or cause to be reduced the aggregate principal
  amount at Maturity of the applicable U.S. Global Note and to increase
  or cause to be increased the aggregate principal amount at Maturity
  of the applicable Regulation S Global Note by the principal amount at
  Maturity of the beneficial interest in the U.S. Global Note to be
  exchanged or transferred, to credit or cause to be credited to the
  account of the Person specified in such instructions, a beneficial
  interest in the Regulation S Global Note equal to the reduction in
  the aggregate principal amount at Maturity of the U.S. Global Note,
  and to debit, or cause to be debited, from the account of the Person
  making such exchange or transfer the beneficial interest in the U.S.
  Global Note that is being exchanged or transferred.
  
     (ii) Regulation S Global Note to U.S. Global Note. Prior to the
  expiration of the 40-day restricted period, an owner of a beneficial
  interest in a Regulation S Global Note deposited with the Depositary
  (or the Secured Note Custodian) will not be permitted to transfer its
  interest to a Person who wishes to take delivery thereof in the form
  of an interest in a U.S. Global Note of the same series.  If, at any
  time, after the expiration of the 40-day restricted period, an owner
  of a beneficial interest in a Regulation S Global Note deposited with
  the Depositary or with the Secured Note Custodian wishes to transfer
  its beneficial interest in such Regulation S Global Note to a Person
  who is required or permitted to take delivery thereof in the form of
  an interest in a U.S. Global Note of the same series, such owner
  shall, subject to the Applicable Procedures, exchange or cause the
  exchange of such interest for an equivalent beneficial interest in a
  U.S. Global Note of the same series as provided in this Section
  2.6(a)(ii). Upon receipt by the Trustee of (1) instructions from
  Euroclear or Cedel, if applicable, and the Depositary, directing the
  Trustee, as Registrar, to credit or cause to be credited a beneficial
  interest in the U.S. Global Note of the same series equal to the
  beneficial interest in the Regulation S Global Note to be exchanged,
  such instructions to contain information regarding the Participant
  account with the Depositary to be credited with such increase, (2) a
  written order given in accordance with the Applicable Procedures
  containing information regarding the Participant account of the
  Depositary and (3) a certificate in the form of Exhibit B-2 attached
  hereto given by the owner of such beneficial interest stating (A) if
  the transfer is pursuant to Rule 144A, that the Person transferring
  such interest in a Regulation S Global Note reasonably believes that
  the Person acquiring such interest in a U.S. Global Note is a QIB and
  is obtaining such beneficial interest in a transaction meeting the
  requirements of Rule 144A and any applicable blue sky or securities
  laws of any state of the United States, (B) that the transfer
  complies with the requirements of Rule 144 under the Securities Act,
  (C) if the transfer is to an Institutional Accredited Investor that
  such transfer is in compliance with the Securities Act and that a
  certificate in the form of Exhibit C attached hereto is attached
  thereto, together with, if the Issuer should so request or if the
  transfer is in respect of an aggregate principal amount of Secured
  Notes less than $250,000, an Opinion of Counsel in form reasonably
  acceptable to the Issuer that such transfer is in compliance with the
  Securities Act or (D) if the transfer is pursuant to any other
  exemption from the registration requirements of the Securities Act,
  that the transfer of such interest has been made in compliance with
  the transfer restrictions applicable to the Global Notes and pursuant
  to and in accordance with the requirements of the exemption claimed,
  such statement to be supported by an Opinion of Counsel from the
  transferee or the transferor in form reasonably acceptable to the
  Issuer and to the Registrar and, in each case, in accordance with any
  applicable securities laws of any state of the United States or any
  other applicable jurisdiction, then the Trustee, as Registrar, shall
  instruct the Depositary to reduce or cause to be reduced the
  aggregate principal amount at Maturity of such Regulation S Global
  Note and to increase or cause to be increased the aggregate principal
  amount at Maturity of the applicable U.S. Global Note by the
  principal amount at Maturity of the beneficial interest in the
  Regulation S Global Note to be exchanged or transferred, and the
  Trustee, as Registrar, shall instruct the Depositary, concurrently
  with such redemption, to credit or cause to be credited to the
  account of the Person specified in such instructions a beneficial
  interest in the applicable U.S. Global Note equal to the reduction in
  the aggregate principal amount at Maturity of such Regulation S
  Global Note and to debit or cause to be debited from the account of
  the Person making such transfer the beneficial interest in the
  Regulation S Global Note that is being exchanged or transferred.

     (iii) U.S. Global Notes to Institutional Accredited Investor. If,
  at any time, an owner of a beneficial interest in a U.S. Global Note
  deposited with the Depositary (or the Secured Note Custodian) wishes
  to transfer its beneficial interest in such U.S. Global Note to a
  Person who is an Institutional Accredited Investor, such owner shall,
  subject to the Applicable Procedures and the other provisions of this
  Section 2.6, exchange or cause the exchange of such interest for an
  equivalent beneficial interest in a U.S. Global Note of the same
  series as provided in this Section 2.6(a)(iii). Upon receipt by the
  Trustee of (1) instructions given in accordance with the Applicable
  Procedures from a Participant directing the Trustee to credit or
  cause to be credited a beneficial interest in the U.S. Global Note of
  the same series in an amount equal to the beneficial interest in the
  U.S. Global Note to be exchanged, (2) a written order given in
  accordance with the Applicable Procedures containing information
  regarding the Participant account of the Depositary to be credited
  with such increase, and (3) a certificate in the form of Exhibit C
  hereto given by the proposed transferee, and, if the Issuer should so
  request, an Opinion of Counsel provided by the transferor or the
  transferee (a copy of which the Transferor attaches to such
  certificate), in form reasonably acceptable to the Issuer and to the
  Registrar, to the effect that such transfer is in compliance with the
  Securities Act, then the Trustee, as Registrar, shall instruct the
  Depositary to credit or cause to be credited to the account of the
  Person specified in such instructions, a beneficial interest in the
  U.S. Global Note equal to the aggregate principal amount being
  transferred, and to debit, or cause to be debited, from the account
  of the Person making such exchange or transfer the beneficial
  interest in the U.S. Global Note that is being exchanged or
  transferred.

     (b)  Transfer  and Exchange of Certificated Secured  Notes. When
Certificated Secured Notes are presented by a Holder to the Registrar
with  a  request to register the transfer of the Certificated Secured
Notes  or  to  exchange such Certificated Secured Notes of  the  same
series for an equal principal amount of Certificated Secured Notes of
other  authorized  denominations of the same  series,  the  Registrar
shall register the transfer or make the exchange as requested only if
the  Certificated  Secured  Notes are presented  or  surrendered  for
registration  of  transfer or exchange, are endorsed  and  contain  a
signature  guarantee  or are accompanied by a written  instrument  of
transfer in form satisfactory to the Registrar duly executed by  such
Holder  or  by his attorney and contains a signature guarantee,  duly
authorized  in  writing  and  the Registrar  received  the  following
documentation (all of which may be submitted by facsimile):

  in the case of Certificated Secured Notes that are Transfer
  Restricted Secured Notes, such request shall be accompanied by the
  following additional information and documents, as applicable:
  
  (1)  if such Transfer Restricted Note is being delivered to the
  Registrar by a Holder for registration in the name of such Holder,
  without transfer, or such Transfer Restricted Note is being
  transferred to the Issuer, a certification to that effect from such
  Holder (in substantially the form of Exhibit B-3 hereto); or
  
  (2)  if such Transfer Restricted Note is being transferred to a QIB
  in accordance with Rule 144A under the Securities Act or pursuant to
  an exemption from registration in accordance with Rule 144 under the
  Securities Act or in an offshore transaction pursuant to and in
  compliance with Rule 904 under the Securities Act or pursuant to an
  effective registration statement under the Securities Act, a
  certification to that effect from such Holder (in substantially the
  form of Exhibit B-3 hereto); or
  
  (3)  if such Transfer Restricted Note is being transferred in
  reliance on any other exemption from the registration requirements of
  the Securities Act, a certification to that effect from such Holder
  (in substantially the form of Exhibit B-3 hereto) and an Opinion of
  Counsel from such Holder or the transferee in form reasonably
  acceptable to the Issuer and to the Registrar to the effect that such
  transfer is in compliance with the Securities Act.
  
  (c)  Transfer of a Beneficial Interests in Global Notes for
Certificated Secured Notes.

     (i)  The Global Notes that are Transfer Restricted Notes or the
  Exchange Global Notes, as the case may be, shall be exchanged by the
  Issuer for one or more Certificated Secured Notes of the same series
  representing Initial Secured Notes or Exchange Secured Notes, as the
  case may be, if (x) the Depositary (i) has notified the Issuer that
  it is unwilling or unable to continue as, or ceases to be, a
  "Clearing Agency" registered under Section 17A of the Exchange Act
  and (ii) a successor to the Depositary registered as a "Clearing
  Agency" under Section 17A of the Exchange Act is not able to be
  appointed by the Issuer within 90 calendar days or (y) the Depositary
  is at any time unwilling or unable to continue as Depositary and a
  successor to the Depositary is not able to be appointed by the Issuer
  within 90 calendar days or (iii) the Issuer, at its option, delivers
  a notice in the form of an Officers' Certificate that it elects to
  cause the issuance of Certificated Secured Notes of the same series.
  If an Event of Default occurs and is continuing, the Issuer shall, at
  the request of the Holder thereof, exchange all or part of a Global
  Note that is a Transfer Restricted Note or an Exchange Global Note,
  as the case may be, for one or more Certificated Secured Notes of the
  same series representing Initial Secured Notes or Exchange Secured
  Notes, as the case may be; provided that the principal amount of each
  of such Certificated Secured Notes, and such Global Note, after such
  exchange, shall be $1,000 or an integral multiple thereof.  Whenever
  a Global Note is exchanged as a whole for one or more Certificated
  Secured Notes, it shall be surrendered by the Holder thereof to the
  Trustee for cancellation.  Whenever a Global Note is exchanged in
  part for one or more Certificated Secured Notes, it shall be
  surrendered by the Holder thereof to the Trustee and the Trustee
  shall make the appropriate notations to Schedule A thereof pursuant
  to Section 2.1 hereof.  All Certificated Secured Notes or Exchange
  Secured Notes, as the case may be, issued in exchange for a Global
  Note or any portion thereof shall be registered in such names, and
  delivered, as the Depositary shall instruct the Trustee.  Any
  Certificated Secured Notes issued pursuant to this Section 2.6(c)(i)
  shall include the Private Placement Legend, except as otherwise
  provided for by this Section 2.6. Interests in a Global Note may not
  be exchanged for Certificated Secured Notes other than as provided in
  this Section 2.6.  If a beneficial interest in a Transfer Restricted
  Note is being transferred, the following additional documents and
  information must be submitted (including by facsimile):
  
       (1)  if such beneficial interest is being transferred to the Person
     designated by the Depositary as being the beneficial owner, a
     certification to that effect from such Person (in substantially the
     form of Exhibit B-4 hereto);
     
       (2)  if such beneficial interest is being transferred to a QIB in
     accordance with Rule 144A under the Securities Act or pursuant to an
     exemption from registration in accordance with Rule 144 under the
     Securities Act or in an offshore transaction pursuant to and in
     compliance with Rule 904 under the Securities Act or pursuant to an
     effective registration statement under the Securities Act, a
     certification to that effect from the transferor (in substantially
     the form of Exhibit B-4 hereto);
     
       (3)  if such beneficial interest is being transferred in reliance on
     any other exemption from the registration requirements of the
     Securities Act, a certification to that effect from the transferor
     (in substantially the form of Exhibit B-4 hereto) and an Opinion of
     Counsel from the transferee or the transferor in form reasonably
     acceptable to the Issuer and to the Registrar to the effect that such
     transfer is in compliance with the Securities Act, in which case the
     Trustee or the Secured Note Custodian, at the direction of the
     Trustee, shall, in accordance with the standing instructions and
     procedures existing between the Depositary and the Secured Note
     Custodian, cause the aggregate principal amount of U.S. Global Notes
     or Regulation S Permanent Global Notes, as applicable, to be reduced
     accordingly and, following such reduction, the Issuer shall execute
     and, the Trustee shall authenticate and deliver to the transferee a
     Certificated Secured Note of the same series in the appropriate
     principal amount.
     
     (ii) Certificated Secured Notes issued in exchange for a beneficial
  interest in a U.S. Global Note or Regulation S Permanent Global Note,
  as applicable, pursuant to this Section 2.6(c) shall be registered in
  such names and in such authorized denominations as the Depositary,
  pursuant to instructions from its Participants or Indirect
  Participants or otherwise, shall instruct the Trustee. The Trustee
  shall deliver such Certificated Secured Notes to the Persons in whose
  names such Secured Notes are so registered. Following any such
  issuance of Certificated Secured Notes, the Trustee, as Registrar,
  shall instruct the Depositary to reduce or cause to be reduced the
  aggregate principal amount at maturity of the applicable Global Note
  to reflect the transfer.
  
     (d)  Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provision of this Indenture (other than the
provisions set forth in subsections (e) and (f) of this Section 2.6),
a Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or
by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.  Any Holder of a beneficial
interest in a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may
be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a
beneficial interest in the Secured Notes represented hereby shall be
required to be reflected in book entry form.  Interests of beneficial
owners in a Global Note may be transferred in accordance with the
rules and procedures of the Depositary (or its successors).

(e)  Continuous Restrictions on Transfer and Exchange of Secured
Notes.  Notwithstanding any other provision of this Indenture, the
Secured Notes may not at any time, including after consummation of
the Exchange Offer, be transferred to, or held by Persons other than
QIBs, Institutional Accredited Investors or a Person involved in the
organization or operation of the Company or an affiliate (as defined
in Rule 465 under the Securities Act) of the Company.  Any Holder or
beneficial owner of a Secured Note shall, by acceptance of such
Secured Note, agree that such Holder or owner will deliver to each
Person to whom a Secured Note or an interest therein is transferred a
notice provided for in the legend specified in subsection (f) of this
Section 2.6.  No Secured Note may be transferred by the Trustee or
the Registrar in violation of the foregoing.

     (f)  Legends.

       (i)  Except as permitted by the following paragraphs (iii), (iv) and
  (v), each Secured Note certificate evidencing Global Notes and
  Certificated Secured Notes (and all Secured Notes issued in exchange
  therefor or substitution thereof) shall bear a legend (the "Private
  Placement Legend") in substantially the following form:
  
               THIS SECURED NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
          REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
          AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
          LAWS. ACCORDINGLY, THIS SECURED NOTE MAY NOT BE OFFERED,
          SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
          STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
          PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY ITS
          ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
          HOLDER:
          
               (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
          INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
          SECURITIES ACT) (A "QIB"), OR (B) IT IS AN INSTITUTIONAL
          "ACCREDITED INVESTOR"  (AS DEFINED IN RULE 501(A)(1), (2),
          (3) OR (7) UNDER REGULATION D UNDER THE SECURITIES ACT (AN
          "IAI"));
          
               (2) AGREES THAT IT WILL NOT RESELL, OR OTHERWISE
          TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS
          SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
          BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
          ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS
          OF RULE 144A, (C) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
          FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING
          CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
          TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED
          FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
          AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
          OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
          TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (D)
          TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF
          THE COMPANY OR AN AFFILIATE (AS DEFINED IN RULE 405 UNDER
          THE SECURITIES ACT) OF THE COMPANY AND, AND IN EACH CASE,
          IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW OF ANY
          STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
          JURISDICTION, AND
          
               (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
          THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
          SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
          
               THE INDENTURE CONTAINS A PROVISION REQUIRING THE
          TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
          VIOLATION OF THE FOREGOING.
          
       (ii) After the registration of the Exchange Secured Notes under the
  Securities Act, the Secured Exchange Notes when issued, will bear a
  legend to the following effect unless otherwise agreed by Finco and
  the holder thereof.
  
                    THE HOLDER:
                    
          (1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
          AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),
          (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI")
          OR (C) IT IS A PERSON INVOLVED IN THE ORGANIZATION OR OPEREATION OF
          THE COMPANY OR AN AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
          SECURITIES ACT) OF THE COMPANY.
          
          (2)  AGREES THAT IT WILL NOT RESELL, OR OTHERWISE TRANSFER THIS NOTE
          EXCEPT TO (A) A QIB, (B) AN IAI, OR (C) A PERSON INVOLVED IN THE
          ORGANIZATION OR OPERATION OF THE COMPANY OR AN AFFILIATE (AS DEFINED
          IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY, AND
          
          (3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR
          AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
          EFFECT OF THIS LEGEND.
           
          (4)  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
          REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
          FOREGOING.  THE INDENTURE ALSO CONTAINS A PROVISION REQUIRING FINCO
          AND THE COMPANY TO EXERCISE REASONABLE CARE TO ENSURE THAT THE
          SECURED NOTES ARE RESOLD OR OTHERWISE TRANSFERRED ONLY TO PURCHASERS
          MEETING THE REQUIREMENTS SPECIFIED IN CLAUSE (2) ABOVE.

       (iii)     Upon any sale or transfer of a Transfer Restricted Note
  (including any Transfer Restricted Note represented by a Global Note)
  pursuant to Rule 144 under the Securities Act or pursuant to a
  effective registration statement under the Securities Act:
  
               (1)  in the case of any Transfer Restricted Note that is a
          Certificated Secured Note, the Registrar shall permit the Holder
          thereof to exchange such Transfer Restricted Note for a Certificated
          Secured Note of the same series that does not bear the legend set
          forth in (i) above and rescind any restriction on the transfer of
          such Transfer Restricted Note upon receipt of a certification from
          the transferring Holder substantially in the form of Exhibit B-4
          hereto; and
          
   (2)  in the case of any Transfer Restricted Note represented by a
Global Note, such Transfer Restricted Note shall not be required to
bear the legend set forth in (i) above, but shall continue to be
subject to the provisions of Section 2.6(a) and (b) hereof; provided,
however, that with respect to any request for an exchange of a
Transfer Restricted Note that is represented by a Global Note for a
Certificated Secured Note of the same series that does not bear the
legend set forth in (i) above, which request is made in reliance upon
Rule 144, the Holder thereof shall certify in writing to the
Registrar that such request is being made pursuant to Rule 144 (such
certification to be substantially in the form of Exhibit B-4 hereto).

       (iv) Upon any sale or transfer of a Transfer Restricted Note
  (including any Transfer Restricted Note represented by a Global Note)
  in reliance on any exemption from the registration requirements of
  the Securities Act (other than exemptions pursuant to Rule 144A or
  Rule 144 under the Securities Act) in which the Holder or the
  transferee provides an Opinion of Counsel to the Issuer and the
  Registrar in form and substance reasonably acceptable to the Issuer
  and the Registrar (which Opinion of Counsel shall also state that the
  transfer restrictions contained in the legend are no longer
  applicable):
  
               (1)  in the case of any Transfer Restricted Note that is a
          Certificated Secured Note, the Registrar shall permit the Holder
          thereof to exchange such Transfer Restricted Note for a Certificated
          Secured Note that does not bear the legend set forth in (i) above and
          rescind any restriction on the transfer of such Transfer Restricted
          Note; and
          
               (2)  in the case of any Transfer Restricted Note represented by a
          Global Note, such Transfer Restricted Note shall not be required to
          bear the legend set forth in (i) above, but shall continue to be
          subject to the provisions of Section 2.6(a) and (b) hereof.
          
       (v)  By its acceptance of any Initial Secured Note represented by a
  certificate bearing the Private Placement Legend, each Holder of, and
  beneficial owner of an interest in, such Initial Secured Note
  acknowledges the restrictions on transfer of such Initial Secured
  Note set forth in the Private Placement Legend and the legend
  specified in paragraph (ii) above and under the heading "Notice to
  Investors in the Secured Notes" in the Offering Memorandum and agrees
  that it will transfer such Initial Secured Note only in accordance
  with the Private Placement Legend and the restrictions set forth
  under the heading "Notice to Investors" in the Offering Memorandum.
  
       (vi) Notwithstanding the foregoing, upon the occurrence of the
  Exchange Offer in accordance with the Registration Rights Agreement,
  the Issuer shall issue and, upon receipt of an authentication order
  in accordance with Section 2.2 hereof, the Trustee shall authenticate
  (i) one or more Global Notes in aggregate principal amount equal to
  the principal amount of the restricted beneficial interests validly
  tendered and not properly withdrawn by Persons that certify in the
  letter of transmittal delivered in the Exchange Offer that they are
  not (x) broker-dealers, (y) Persons participating in the distribution
  of the Exchange Secured Notes or (z) Persons who are affiliates (as
  defined in Rule 144 under the Securities Act) of the Issuer and
  accepted for exchange in the Exchange Offer and (ii) Certificated
  Secured Notes that do not bear the Private Placement Legend but
  continue to bear the legend specified in clause (ii) of this Section
  2.6(f) in an aggregate principal amount equal to the principal amount
  of the Certificated Secured Notes that are Transfer Restricted Notes
  accepted for exchange in the Exchange Offer. Concurrently with the
  issuance of such Secured Notes, the Trustee shall cause the aggregate
  principal amount of the applicable Global Notes of a series to be
  reduced accordingly and the Issuer shall execute and the Trustee
  shall authenticate and deliver to the Persons designated by the
  Holders of Certificated Secured Notes so accepted Certificated
  Secured Notes of such series in the appropriate principal amount.
  
     (g)  Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in Global Notes of a series have been
exchanged for Certificated Secured Notes, redeemed, repurchased or
cancelled, all Global Notes of such series shall be returned to or
retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Certificated Secured
Notes, redeemed, repurchased or cancelled, the principal amount of
Secured Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note, by
the Trustee or the Secured Note Custodian, at the direction of the
Trustee, to reflect such reduction.

       (h)  General Provisions Relating to Transfers and Exchanges.

       (i)  To permit registrations of transfers and exchanges, the Issuer
  shall execute and the Trustee shall authenticate Global Notes and
  Certificated Secured Notes of each series at the Registrar's request.
  
       (ii) No service charge shall be made to a Holder for any registration
  of transfer or exchange, but the Issuer may require payment of a sum
  sufficient to cover any stamp or transfer tax or similar governmental
  charge payable in connection therewith (other than any such stamp or
  transfer taxes or similar governmental charge payable upon exchange
  or transfer pursuant to Sections 2.10, 3.6, 3.10, 4.8, and 10.6
  hereto).

       (iii)     All Global Notes and Certificated Secured Notes issued upon
  any registration of transfer or exchange of Global Notes or
  Certificated Secured Notes shall be the valid obligations of the
  Issuer, evidencing the same debt, and entitled to the same benefits
  under this Indenture, as the Global Notes or Certificated Secured
  Notes surrendered upon such registration of transfer or exchange.
  
       (iv) The Registrar shall not be required: (A) to issue, to register
  the transfer of or to exchange Secured Notes during a period
  beginning at the opening of fifteen (15) Business Days before the day
  of any selection of Secured Notes for redemption under Article III
  hereof and ending at the close of business on the day of selection,
  (B) to register the transfer of or to exchange any Secured Note so
  selected for redemption in whole or in part, except the unredeemed
  portion of any Secured Note being redeemed in part, or (C) to
  register the transfer of or to exchange a Secured Note between a
  Record Date and the next succeeding Interest Payment Date.
  
       (v)  Prior to due presentment for the registration of a transfer of
  any Secured Note, the Trustee, any Agent and the Issuer may deem and
  treat the Person in whose name any Secured Note is registered as the
  absolute owner of such Secured Note for the purpose of receiving
  payment of principal of and interest on such Secured Notes and for
  all other purposes, and neither the Trustee, any Agent nor the Issuer
  shall be affected by notice to the contrary.
  
       (vi) The Trustee shall authenticate Global Notes and Certificated
  Secured Notes in accordance with the provisions of Section 2.2
  hereof.
  
     Notwithstanding anything herein to the contrary, as to any
certifications or certificates delivered to the Trustee or Registrar
pursuant to this Section 2.6, the Trustee's or the Registrar's duties
shall be limited to confirming that any such certifications and
certificates delivered to it are in the form of Exhibits B-1 through
B-4 and C attached hereto.  The Trustee or Registrar shall not be
responsible for confirming the truth or accuracy of representations
made in any such certifications or certificates.

     Section 2.7    Replacement of Secured Notes.

     If any mutilated Secured Note is surrendered to the Trustee or
the Issuer and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Secured Note, the Issuer shall
issue, and the Trustee, upon the receipt of a Company Order, shall
authenticate, a replacement Secured Note of the same series if the
Trustee's requirements are met. If required by the Trustee or the
Issuer, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Issuer to protect
the Issuer, each Guarantor, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a
Secured Note is replaced. The Issuer may charge for its expenses in
replacing a Secured Note.

     Every replacement Secured Note is an additional obligation of
the Issuer and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Secured Notes of
the same series duly issued hereunder.  The provisions of this
Section 2.7 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Secured Notes.

     Section 2.8    Outstanding Secured Notes.

     The Secured Notes of a series outstanding at any time are all
the Secured Notes of such series authenticated by the Trustee except
for those cancelled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note of such series
effected by the Trustee in accordance with the provisions hereof, and
those described in this Section as not outstanding. Except as set
forth in Section 2.9 hereof, a Secured Note does not cease to be
outstanding because the Issuer or an Affiliate of the Issuer holds
the Secured Note.

     If a Secured Note is replaced pursuant to Section 2.7 hereof, it
ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Secured Note is held by a bona
fide purchaser.

     If the principal amount of any Secured Note is considered paid
under Section 4.1 hereof, it ceases to be outstanding and interest
(including Special Interest and Additional Amounts, if any)  on it
ceases to accrue.

     If the Paying Agent (other than the Issuer, the Company, a
Subsidiary, Guarantor, a Subsidiary or an Affiliate of any thereof)
holds, on a Redemption Date or Maturity, money sufficient to pay
Secured Notes payable on that date, then on and after that date such
Secured Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest (including Special Interest and Additional
Amounts, if any).

     Section 2.9    Treasury Secured Notes.

     In determining whether the Holders of the required principal
amount of Secured Notes have concurred in any direction, waiver or
consent, Secured Notes owned by the Issuer, the Company, a
Subsidiary, any Subsidiary Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect
common control with the Issuer, the Company or any Subsidiary
Guarantor, shall be considered as though not outstanding, except that
for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only
Secured Notes that a Responsible Officer knows are so owned shall be
so disregarded.

     Section 2.10   Temporary Secured Notes.

     Until definitive Secured Notes are ready for delivery, the
Issuer may prepare and the Trustee shall authenticate temporary
Secured Notes upon a Issuer Order. Temporary Secured Notes shall be
substantially in the form of definitive Secured Notes but may have
variations that the Issuer considers appropriate for temporary
Secured Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate definitive Secured Notes in exchange for temporary
Secured Notes.

     Holders of temporary Secured Notes shall be entitled to all of
the benefits of this Indenture.

     Section 2.11   Cancellation.

     The Issuer at any time may deliver Secured Notes to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Secured Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall
cancel all Secured Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall upon the
written request of the Issuer, return such cancelled Secured Notes to
the Issuer.  The Issuer may not issue new Secured Notes to replace
Secured Notes that it has paid or that have been delivered to the
Trustee for cancellation.

     Section 2.12   Payment of Interest; Interest Rights Preserved.

     Interest (including Additional Amounts, if any, and Special
Interest, if any) on any Secured Note which is payable, and is
punctually paid or duly provided for, on any March 15 or September 15
(an "Interest Payment Date"), commencing on September 15, 1999, shall
be paid to the Person in whose name such Secured Note is registered
at the close of business on the Record Date for such interest
payment, which shall be the March 1 or September 1 (whether or not a
Business Day) immediately preceding such Interest Payment Date.

     Any interest on any Secured Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Record Date, and,
except as hereinafter provided, such Defaulted Interest and any
interest payable on such Defaulted Interest may be paid by the
Issuer, at its election, as provided in clause (a) or (b) below:

     (a)  The Issuer may elect to make payment of any Defaulted Interest,
and any interest payable on such Defaulted Interest, to the Persons
in whose names the Secured Notes are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Issuer
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on the Secured Notes and the date of the
proposed payment, and at the same time the Issuer shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest (including
Additional Amounts, if any, and Special Interest, if any) or shall
make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such
Defaulted Interest as provided in this clause (a).  Thereupon the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 calendar days and
not less than 10 calendar days prior to the date of the proposed
payment and not less than 10 calendar days after the receipt by the
Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Issuer of such Special Record Date and, in the
name and at the expense of the Issuer, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor to be sent, first class mail, postage prepaid, to each
Holder at such Holder's address as it appears in the Securities
Register, not less than 10 calendar days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names
the Secured Notes are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following clause (b).

     (b)  The Issuer may make payment of any Defaulted Interest (including
Additional Amounts, if any, and Special Interest, if any), and any
interest payable on such Defaulted Interest, on the Secured Notes in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Secured Notes may be listed, and
upon such notice as may be required by such exchange, if, after
notice given by the Issuer to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.
     Subject to the foregoing provisions of this Section 2.12, each
Secured Note delivered under this Indenture upon registration of
transfer of, or in exchange for, or in lieu of, or in substitution
for, any other Secured Note, shall carry the rights to interest
(Additional Amounts, if any, and Special Interest, if any) accrued
and unpaid, and to accrue, which were carried by such other Secured
Note.

     Section 2.13   Computation of Interest.

     Interest on the Secured Notes shall be computed on the basis of
a 360-day year comprised of twelve 30-day months.

     Section 2.14   CUSIP Number.

     The Issuer in issuing the Secured Notes may use a "CUSIP"
number, and if it does so, the Trustee shall use the CUSIP number in
notices of redemption or exchange as a convenience to Holders;
provided that any such notice may state that no representation is
made as to the correctness or accuracy of the CUSIP number printed in
the notice or on the Secured Notes and that reliance may be placed
only on the other identification numbers printed on the Secured
Notes. The Issuer shall promptly notify the Trustee of any change in
the CUSIP number.

                             ARTICLE III
                      REDEMPTION AND PREPAYMENT
                                  
     Section 3.1    Notices to Trustee.

     If the Issuer elects to redeem Secured Notes of a series
pursuant to the optional redemption provisions of Section 3.7 hereof
and of the Secured Notes of such series, it shall furnish to the
Trustee, at least 45 days (unless a shorter period is acceptable to
the Trustee) but not more than 60 days before a Redemption Date, an
Officers' Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the Redemption
Date, (iii) the principal amount of Secured Notes to be redeemed and
(iv) the Redemption Price.

     Section 3.2    Selection of Secured Notes to be Redeemed.

     In the case of any partial redemption provided for in Section
3.7 hereof, selection of the Secured Notes for redemption will be
made by the Trustee on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion shall deem to be fair
and appropriate, although no Secured Note of $1,000 in then
outstanding principal amount or less shall be redeemed in part. If
any Secured Note is to be redeemed in part only, the notice of
redemption relating to such Secured Note shall state the portion of
the principal amount thereof to be redeemed. A new Secured Note in
principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the
original Secured Note.  Partial Redemptions provided for in Section
3.8 and Section 3.9 hereof will be applied to all Secured Notes on a
pro rata basis, although no Secured Note of $1000 in then outstanding
principal amount shall be redeemed in part.

     The Trustee shall promptly notify the Issuer in writing of the
Secured Notes selected for redemption and, in the case of any Secured
Note selected for partial redemption, the portion of the principal
amount thereof to be redeemed. Secured Notes and portions of Secured
Notes selected shall be in amounts of $1,000 or integral multiples of
$1,000, except that if all of the Secured Notes of a Holder are to be
redeemed, the entire outstanding amount of Secured Notes held by such
Holder, even if not an integral multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of
this Indenture that apply to Secured Notes called for redemption also
apply to portions of Secured Notes called for redemption.

     Section 3.3    Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption
Date, the Issuer shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Secured Notes are
to be redeemed at its registered address as it appears in the
Securities Register.

     The notice shall identify the Secured Notes to be redeemed
including CUSIP number and shall state:

     (a)  the Redemption Date;

     (b)  the Redemption Price and the method of calculating such
     Redemption Price pursuant to this Indenture;

     (c)  if any Secured Note is being redeemed in part, the portion of
     the principal amount of such Secured Note to be redeemed and that,
     after the Redemption Date upon surrender of such Secured Note, a new 
     Secured Note or Secured Notes of the same series in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of
     the original Secured Note;

     (d)  the name and address of the Paying Agent;

     (e)  that Secured Notes called for redemption (other than a Global
     Note) must be surrendered to the Paying Agent to collect the
     Redemption Price;

     (f)  that, unless the Issuer defaults in making such Redemption
     Payment, interest (Additional Amounts, if any, and Special Interest,
     if any) on Secured Notes (or portions thereof) called for redemption
     cease to accrue on and after the Redemption Date;

     (g)  the paragraph of the Secured Notes and/or Section of this
     Indenture pursuant to which the Secured Notes called for redemption
     are being redeemed; and

     (h)  that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the
     Secured Notes.

     At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense; provided,
however, that the Issuer shall have delivered to the Trustee, at
least 45 days prior to the Redemption Date (unless a shorter time is
acceptable to the Trustee), an Officers' Certificate requesting that
the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph.

     Section 3.4    Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section
3.3 hereof, Secured Notes called for redemption become irrevocably
due and payable on the Redemption Date at the Redemption Price
including interest and Special Interest, if any, accrued and unpaid
on the Redemption Date. Upon surrender to the Paying Agent, such
Secured Notes shall be paid at the Redemption Price stated in such
notice. Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other
Holder. A notice of redemption may not be conditional.

     Section 3.5    Deposit of Redemption Price.

     On or prior to the Redemption Date, the Issuer shall deposit
with the Trustee or with the Paying Agent immediately available funds
sufficient to pay the Redemption Price of and accrued and unpaid
interest, if any, on (and Special Interest, if any, and Additional
Amounts, if any on) all Secured Notes to be redeemed on that date.
The Trustee or the Paying Agent shall promptly return to the Issuer
any money deposited with the Trustee or the Paying Agent by the
Issuer in excess of the amounts necessary to pay the Redemption Price
of, and accrued interest (including Special Interest, if any) on, all
Secured Notes to be redeemed.

     If the Issuer complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest (and Special
Interest, if any, and Additional Amounts, if any) shall cease to
accrue on the Secured Notes or the portions of Secured Notes called
for redemption. If a Secured Note is redeemed on or after a Record
Date but on or prior to the related Interest Payment Date, then any
accrued and unpaid interest (and Special Interest, if any) shall be
paid to the Person in whose name such Secured Note was registered at
the close of business on such Record Date. If any Secured Note called
for redemption shall not be so paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding
paragraph, interest (and Special Interest, if any, and Additional
Amounts, if any) shall be paid on the unpaid principal, from the
Redemption Date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Secured Notes and in Section 4.1
hereof.

     Section 3.6    Secured Notes Redeemed in Part.

     Upon surrender of a Secured Note that is redeemed in part, the
Issuer shall issue and, upon the Issuer's written request, the
Trustee shall authenticate for the Holder at the expense of the
Issuer a new Secured Note of the same series equal in principal
amount to the unredeemed portion of the Secured Note surrendered. The
records of the Registrar and the Depositary shall reflect any partial
redemption of any Global Note.

     Section 3.7    Optional Redemptions.

     (a)  10-Year Secured Notes.  On or after March 15, 2004, the 10-Year
Secured Notes will be redeemable, at the Issuer's option, in whole or
in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and
unpaid interest (including Special Interest, if any, and Additional
Amounts, if any) to the Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date), if redeemed during the 12-
month period commencing on March 15 of the years set forth below:

                                             Redemption
        Period                                 Price
     
        2004                                 105.6875%
        2005                                 103.7917%
        2006                                 101.8958%
        2007 and thereafter                  100.0000%

     Any prepayments by the Company on the Issuer Loans required to
be made to provide funds for the Issuer to make this redemption shall
be made on the 10-Year Tranche (as defined in the applicable Issuer
Loan Agreement) of each Issuer Loan on a pro rata basis.

     (b)  7-Year Secured Notes.  The 7-Year Secured Notes will be
redeemable, at the Issuer's option, at any time in whole or from time
to time in part upon not less than 30 and not more than 60 days'
prior notice mailed by first class mail to each Holder's registered
address appearing in the Securities Register on any date prior to
Maturity at a price equal to 100% of the principal amount thereof
plus accrued and unpaid interest (including Special Interest, if any,
and Additional Amounts, if any) to the Redemption Date (subject to
the right of Holders of record on the relevant Record Date to receive
interest due on an Interest Payment Date that is on or prior to the
Redemption Date) plus the Make-Whole Premium applicable to the 7-Year
Secured Notes. In no event will the Redemption Price ever be less
than 100% of the principal amount of the 7-Year Secured Notes plus
accrued and unpaid interest (including Special Interest, if any, and
Additional Amounts, if any) to the Redemption Date.

     The amount of the Make-Whole Premium with respect to any 7-Year
Secured Notes (or portion thereof) to be redeemed will be equal to
the excess, if any, of:

       (i)  the sum of the present values, calculated as of the redemption
  date, of:
  
        (1) each interest payment that, but for such redemption, would have
      been payable on the 7-Year Secured Notes (or portion thereof) of such
      series being redeemed on each Interest Payment Date occurring after
      the Redemption Date (excluding any accrued and unpaid interest for
      the period prior to the Redemption Date); and
          
        (2) the principal amount that, but for such redemption, would have
      been payable at the final maturity of the 7-Year Secured Notes (or
      portion thereof) of such series being redeemed, over

       (ii) the principal amount of the 7-Year Secured Notes (or portion
  thereof) of such series being redeemed.
  
     The present values of interest and principal payments referred
to in clause (i) above will be determined in accordance with
generally accepted principles of financial analysis. Such present
values will be calculated by discounting the amount of each payment
of interest or principal from the date that each such payment would
have been payable, but for the redemption, to the redemption date at
a discount rate equal to the Treasury Yield (as defined below) plus
50 basis points.

     The Make-Whole Premium will be calculated by the Independent
Investment Banker. For purposes of determining the Make-Whole
Premium, ``Treasury Yield'' means a rate of interest per annum equal
to the weekly average yield to maturity of United States Treasury
Notes that have a constant maturity that corresponds to the remaining
term to maturity of the 7-Year Secured Notes, calculated to the
nearest 1/12th of a year (the ``Remaining Term''). The Treasury Yield
will be determined as of the third business day immediately preceding
the applicable redemption date.

     The weekly average yields of United States Treasury Notes will
be determined by reference to the most recent statistical release
published by the Federal Reserve Bank of New York and designated
``H.15(519) Selected Interest Rates'' or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets
forth a weekly average yield for United States Treasury Notes having
a constant maturity that is the same as the Remaining Term, then the
Treasury Yield will be equal to such weekly average yield. In all
other cases, the Treasury Yield will be calculated by interpolation,
on a straight-line basis, between the weekly average yields on the
United States Treasury Notes that have a constant maturity closest to
and greater than the Remaining Term and the United States Treasury
Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in H.15 Statistical
Release). Any weekly average yields so calculated by interpolation
will be rounded to the nearest 1/100th of 1%, with any figure of
1/200 of 1% or above being rounded upward. If weekly average yields
for United States Treasury Notes are not available in comparable the
H.15 Statistical Release or otherwise, then the Treasury Yield will
be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.

     Any prepayments by the Company on the Issuer Loans required to
be made to provide funds for the Issuer to make the redemption shall
be made on the 7-Year Tranche (as defined in the applicable Issuer
Loan Agreement) of each Issuer Loan on a pro rata basis.

     (c)  Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Section 3.1 through 3.6 hereof.

     Section 3.8    Redemption Upon Loss of a Mortgaged Rig.

     If an Event of Loss occurs at any time with respect to a
Mortgaged Rig (the Mortgaged Rig suffering such Event of Loss being
the "Lost Mortgaged Rig"), the Company shall apply the Event of Loss
Proceeds in respect thereof in an amount (the "Loss Redemption
Amount") equal to the principal amount of the applicable Issuer Loan
secured by the Lost Mortgaged Rig outstanding on the date (the "Loss
Date") on which such Event of Loss was deemed to have occurred,
together with all accrued and unpaid interest (including Special
Interest, if any, and Additional Amounts, if any) thereon to the
prepayment of such Issuer Loan; if a Default shall have occurred and
be continuing at the time of receipt of the Event of Loss Proceeds
with respect to such Event of Loss, the Company will also be required
to prepay all Issuer Loans on a pro rata basis in an aggregate amount
equal to the excess of the Net Event of Loss Proceeds over the Loss
Redemption Amount, if any, together with all accrued and unpaid
interest (including Special Interest, if any, and Additional Amounts,
if any) thereon.  Such payments on the Issuer Loan or Loans shall be
made directly to the Trustee for deposit into the Issuer Escrow
Account.  Such funds shall constitute part of the Collateral pending
application in accordance with the next paragraph.

     Upon the earlier to occur of (A) 30 days after the receipt of
such Event of Loss Proceeds by the Company (the "Loss Proceeds
Receipt Date") and (B) 180 days after the Loss Date, the Issuer shall
redeem Secured Notes of both series, in whole or in part on a pro
rata basis, at a Redemption Price equal to 100% of their principal
amount, plus accrued and unpaid interest (including Additional
Amounts and Special Interest, if any) to the Redemption Date, in an
aggregate principal amount equal to the Loss Redemption Amount or the
Net Event of Loss Proceeds, as the case may be. The Issuer and the
Company shall treat as Loss Excess Proceeds the amount equal to (i)
the excess of the Net Event of Loss Proceeds from such Event of Loss
over the funds applied pursuant to the preceding sentence, less (ii)
the amount of such excess Net Event of Loss Proceeds (A) used to
repay Senior Indebtedness of the Company or secured Senior
Indebtedness of a Subsidiary Guarantor then owning a Mortgaged Rig,
in each case, with a permanent reduction of availability in the case
of revolving credit borrowings and owing to a Person other than the
Company or any of its Subsidiaries, or (B) invested in Additional
Assets (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board
Resolution).

     Section 3.9    Redemption Upon Sale of a Mortgaged Rig.

     If a Mortgaged Rig or the Capital Stock of Subsidiary Guarantor
then owning a Mortgaged Rig is sold in compliance with the terms of
this Indenture (the Mortgaged Rig so sold or owned by the Subsidiary
Guarantor whose Capital Stock is so sold being the "Sold Mortgaged
Rig"), the Company shall apply funds in an amount (the "Sale
Redemption Amount") equal to the principal amount of the Issuer Loan
secured by such Sold Mortgaged Rig on the date of such sale (the
"Sale Date"), together with all accrued and unpaid interest
(including Special Interest, if any, and Additional Amounts, if any)
thereon, plus any additional amounts required by the Issuer to redeem
the Secured Notes to the extent required by the next paragraph, to
the repayment of such Issuer Loan.  If a Default shall have occurred
and be continuing at the time of receipt of the cash consideration
with respect to such Sold Mortgaged Rig, the Company will also be
required to prepay other Issuer Loans on a pro rata basis in an
aggregate amount equal to the excess of such Net Available Cash
attributable to such Sold Mortgaged Rig over such Sale Redemption
Amount.  Such payments on the Issuer Loan or Loans shall be allocated
between the 7-Year Tranche and the 10-Year Tranche of each such
Issuer Loan on a pro rata basis and shall be made directly to the
Trustee for deposit into the Issuer Escrow Account.  Such funds shall
constitute part of the Collateral pending application in accordance
with the next paragraph.

     Upon the earlier to occur of (A) 30 days after the receipt of
such Net Available Cash (the "Sale Proceeds Receipt Date") and (B) 60
days after the Sale Date, the Issuer shall redeem Secured Notes of
both series, in whole or in part on a pro rata basis, in an aggregate
principal amount equal to the Sale Redemption Amount or the Net
Available Cash, as the case may be, at a Redemption Price equal to:

               (x)  In respect to the 10-year Secured Notes (i)
          if such redemption is before March 15, 2004, the sum of the
          remaining scheduled payments of interest, through March 15,
          2004 (including Additional Amounts and Special Interest, if
          any) and the Redemption Price as of March 15, 2004 as set
          forth in Section 3.7(a) as discounted to their present
          values to the redemption date on a semiannual basis
          (assuming a 360-day year consisting of twelve 30-day
          months) at the Treasury Rate plus 50 basis points, plus
          accrued and unpaid interest on the Secured Notes to the
          date of redemption or (ii) if such redemption is on or
          after March 15, 2004, the redemption price then applicable
          as described in Section 3.7(a), or
          
               (y)  In respect of the 7-Year Secured Notes, the sum of the
          remaining scheduled payments of principal and interest (including
          Additional Amounts and Special Interest, if any) thereon, as
          discounted to their present values to the Redemption Date on a
          semiannual basis (assuming a 360-day year consisting of twelve
          30-day months) at the Treasury Rate plus 50 basis points,
          
               (z)   in each case plus accrued and unpaid interest (including
          Special Interest, if any, and Additional Amounts, if any) on the
          Secured Notes to the Redemption Date.
          
     The excess of the Net Available Cash from the sale of a
Mortgaged Rig over the funds applied as payment of Issuer Loans shall
be treated in the manner provided in the last sentence of Section
4.15(b).

     For purposes of this Section 3.9, the following definitions
apply:

     "Treasury Rate" is defined to mean, with respect to any
redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.

     "Comparable Treasury Issue" is defined to mean the United States
Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the weighted average maturity of the
remaining term of the Secured Notes outstanding that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to such weighted average maturity
of such Secured Notes. "Independent Investment Banker" means the
Reference Treasury Dealer appointed by the Trustee after consultation
with the Issuer and the Company.

     "Comparable Treasury Price" is defined to mean, with respect to
any Redemption Date, the average of the Reference Treasury Dealer
Quotations for such Redemption Date.  The "Reference Treasury Dealer
Quotations" means, with respect to the Reference Treasury Dealer and
any Redemption Date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such
Redemption Date.

     "Reference Treasury Dealer" is defined to mean each of
Donaldson, Lufkin & Jenrette Securities Corporation and its
successors; provided, however, that if Donaldson, Lufkin & Jenrette
Securities Corporation shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Issuer shall substitute therefor another Primary Treasury Dealer.

     Section 3.10   Excess Proceeds Offer.

     (a)  If, as of the first day of any calendar month, the aggregate
amount of Sale Excess Proceeds and Loss Excess Proceeds exceeds 10%
of consolidated total assets of the Company, and if the aggregate
amount of Sale Excess Proceeds and Loss Excess Proceeds in excess of
10% of consolidated total assets that has not theretofore been
subject to an Excess Proceeds Offer (the ``Excess Proceeds Offer
Amount''), totals at least $10,000,000, the Issuer must, not later
than the fifteenth Business Day of such month, make an offer (an
``Excess Proceeds Offer'') to purchase from the Holders pursuant to
and subject to the conditions contained in this Indenture, Secured
Notes at a purchase price equal to 100% of their principal amount,
plus any accrued interest (including Additional Amounts and Special
Interest, if any) to the date of purchase.  The New Senior Note
Indenture requires that the Company must, not later than the
fifteenth Business Day of such month, also make an offer to purchase
new Senior Notes at a purchase price equal to 100% of their principal
amount, plus any accrued interest (including "Special Interest" (as
defined in the New Senior Note Indenture), if any) to the date of
purchase.  The total amount of the Secured Notes that are required to
be purchased by the Issuer and of New Senior Notes that are required
to be purchased by the Company shall equal the Excess Proceeds Offer
Amount (an ``Excess Proceeds Payment''). The Company will prepay the
appropriate tranches of the Issuer Loans on a pro rata basis, or make
loans constituting Subordinated Obligations to the Issuer, to permit
the Issuer to purchase any Secured Notes validly tendered pursuant to
an Excess Proceeds Offer. Any amounts remaining after all Secured
Notes and all New Senior Notes validly tendered are purchased shall
no longer constitute Sale Excess Proceeds or Loss Excess Proceeds.

   (b)  The Excess Proceeds Offer will remain open for a period of at
least 30 days following its commencement but no longer than 60 days,
except to the extent that a longer period is required by applicable
law (the "Excess Proceeds Offer Period").  On the Business Day
following the termination of the Excess Proceeds Offer Period (the
"Excess Proceeds Purchase Date"), the Issuer will purchase the
principal amount of Secured Notes required to be purchased pursuant
to this Section 3.10 (i.e., the portion of the Excess Proceeds Offer
Amount allocable to the Secured Notes) or, if less than the portion
of Excess Proceeds Offer Amount allocable to the Secured Notes has
been so validly tendered and not properly withdrawn, all Secured
Notes validly tendered and not properly withdrawn in response to the
Excess Proceeds Offer.  Payment for any Secured Notes so purchased
will be made in the same manner as interest payments are made on the
Secured Notes.  If the Excess Proceeds Purchase Date is on or after a
Record Date and on or before the related Interest Payment Date, any
accrued and unpaid interest and Special Interest, if any, and
Additional Amounts, if any, shall be paid to the Person in whose name
a Secured Note is registered at the close of business on such Record
Date, and no additional interest (or Special Interest (to the extent
involving interest that is due and payable on such Interest Payment
Date), if any) shall be payable to Holders who tender Secured Notes
pursuant to the Excess Proceeds Offer.

   (c)  Upon the commencement of an Excess Proceeds Offer, the Issuer
shall send, by first class mail, a notice to the Trustee and each of
the Holders.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Secured Notes pursuant to
the Excess Proceeds Offer.  The Excess Proceeds Offer shall be made
to all Holders.  The notice, which shall govern the terms of the
Excess Proceeds Offer, shall state:

       (i)  that the Excess Proceeds Offer is being made pursuant to this
  Section 3.10 and the Excess Proceeds Offer Period during which the
  Excess Proceeds Offer shall remain open;
  
      (ii)  the Excess Proceeds Offer Amount, the Excess Proceeds Offer
  Purchase Price and the Excess Proceeds Purchase Date;

     (iii)  that any Secured Notes which are not validly tendered or
  are not otherwise accepted for payment shall continue to accrue
  interest and Additional Amounts and Special Interest, if applicable;

      (iv) that, unless the Company defaults in making such payment, any
  Secured Note accepted for payment pursuant to the Excess Proceeds
  Offer shall cease to accrue interest and Additional Amounts and
  Special Interest, if applicable, after the Excess Proceeds Purchase
  Date;
       (v) that any Holder electing to have a Secured Note purchased
  pursuant to any Excess Proceeds Offer shall be required to surrender
  the Secured Note, with the form entitled "Option of Holder to Elect
  Purchase" on the reverse of the Secured Note completed, or transfer
  by book-entry transfer, to the Issuer, a depositary, if appointed by
  the Issuer, or a Paying Agent at the address specified in the notice
  at least (1) one Business Day before the Excess Proceeds Purchase
  Date;

      (vi) that Holders shall be entitled to withdraw their election if
  the Issuer, the depositary or the Paying Agent, as the case may be,
  receives, no later than the expiration of the Excess Proceeds Offer
  Period, a telegram, facsimile transmission or letter setting forth
  the name of the Holder, the principal amount of the Secured Note the
  Holder delivered for purchase and a statement that such Holder is
  withdrawing his election to have such Secured Note purchased;

     (vii) that, if the aggregate principal amount of Secured Notes
  surrendered by Holders exceeds the portion of the Excess Proceeds
  Offer Amount allocable to the Secured Notes, the Trustee shall select
  the Secured Notes to be purchased on a pro rata basis (with such
  adjustments as may be deemed appropriate by the Trustee so that only
  Secured Notes in denominations of $1,000, or integral multiples
  thereof, shall be purchased); and

    (viii) that Holders whose Secured Notes were purchased only in
  part shall be issued new Secured Notes equal in principal amount to
  the unpurchased portion of the Secured Notes surrendered (or
  transferred by book-entry transfer).

     (d)  On or before the Excess Proceeds Purchase Date, the Issuer
shall, to the extent lawful, (1) accept for payment, on a pro rata
basis to the extent necessary, the Secured Notes or portions thereof
in an aggregate amount equal to the portion of the Excess Proceeds
Offer Amount allocable to Secured Notes so validly tendered and not
properly withdrawn pursuant to the Excess Proceeds Offer, or if less
than such portion of the Excess Proceeds Offer Amount allocable to
Secured Notes has been so validly tendered and not properly
withdrawn, all Secured Notes validly tendered and not properly
withdrawn, (2) deposit by 12:00 noon New York City time, on such date
with the Paying Agent an amount equal to such portion of the Excess
Proceeds Offer Amount, plus accrued and unpaid interest, and Special
Interest, if any, and Additional Amounts, if any, in respect of all
Secured Notes, or portions thereof, so accepted and (3) shall deliver
to the Trustee an Officers' Certificate stating that such Secured
Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.10.  The Issuer, the
Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five days after the Excess Proceeds
Purchase Date) mail or deliver to each tendering Holder an amount
equal to the Excess Proceeds Purchase Price of the Secured Notes
validly tendered and not properly withdrawn by such Holder and
accepted by the Issuer for purchase.  Upon surrender and cancellation
of a Certificated Secured Note that is purchased in part, the Company
shall promptly issue and the Trustee shall authenticate and deliver
to the surrendering Holder of such Certificated Secured Note a new
Certificated Secured Note equal in principal amount to the
unpurchased portion of such surrendered Certificated Secured Note;
provided that each such new Certificated Secured Note shall be in a
principal amount at Maturity of $1,000 or an integral multiple
thereof.  Upon surrender of a Global Note that is purchased in part
pursuant to an Excess Proceeds Offer, the Paying Agent shall forward
such Global Note to the Trustee who shall make a notation on
Schedule A thereof to reduce the principal amount of such Global Note
to an amount equal to the unpurchased portion of such Global Note, as
provided in Section 2.6 hereof.  Any Secured Note not so accepted
shall be promptly mailed or delivered by the Issuer to the Holder
thereof.  The Issuer shall publicly announce the results of the
Excess Proceeds Offer on the Excess Proceeds Purchase Date.  For
purposes of this Section 3.10, the Trustee shall act as the Paying
Agent.

     (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the purchase of
Secured Notes pursuant to an Excess Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict
with provisions in this Indenture governing Excess Proceeds Offers,
the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations
under the covenant described hereunder by virtue thereof.

                             ARTICLE IV
                              COVENANTS
                                  
     In the event that at any time (a) the ratings assigned to the
Secured Notes by both of the Rating Agencies are Investment Grade
Ratings and (b) no Default has occurred and is continuing under this
Indenture, the Company and its Restricted Subsidiaries will no longer
be subject to the provisions of this Indenture described below under
Section 4.9 and Section 4.11 (together, the "Suspended Covenants").
In the event that the Company is not subject to the Suspended
Covenants for any period of time as a result of the preceding
sentence and, subsequently, one or both Rating Agencies withdraws its
ratings or downgrades the ratings assigned to the Secured Notes below
the required Investment Grade Ratings, then the Company and its
Restricted Subsidiaries will again be subject to the Suspended
Covenants and compliance with the Suspended Covenants with respect to
Restricted Payments made after the time of such withdrawal or
downgrade will be calculated in accordance with the terms of Section
4.11 as if such covenant had been in effect during the entire period
of time from the date of this Indenture.
     
     Section 4.1    Payment of Secured Notes.

     The Issuer shall pay or cause to be paid the principal of,
premium, if any, and interest (and  Special Interest, if any, and
Additional Amounts, if any) on, the Secured Notes on the dates and in
the manner provided in the Secured Notes and in this Indenture.
Principal, premium, if any, and interest (and Special Interest, if
any, and Additional Amounts, if any) shall be considered paid on the
date due if the Trustee or the Paying Agent, if other than the
Issuer, the Company or a Subsidiary thereof, holds as of 11:00 noon,
New York time, on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest (and Special Interest,
if any) then due. The Issuer shall pay all Special Interest, if any,
in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement. The Issuer will promptly notify the
Trustee of a Registration Default (as defined in the Registration
Rights Agreement) under the Registration Rights Agreement and any
cure thereof.

     The Issuer shall pay interest (including post-petition interest
in any proceeding under any applicable Federal, state or foreign
bankruptcy law) on Defaulted Interest and Special Interest, if any,
(without regard to any applicable grace period) at the same rate to
the extent lawful.

     Section 4.2    Maintenance of Office or Agency.

     Each of the Issuer and the Company shall maintain in the Borough
of Manhattan, The City of New York, an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Secured Notes may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon
the Issuer and/or the Company in respect of the Secured Notes and
this Indenture may be served. The Issuer and the Company shall give
prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuer
and/or the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

     The Issuer may also from time to time designate one or more
other offices or agencies where the Secured Notes may be presented or
surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer or
the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The
Issuer shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any
such other office or agency.

     The Issuer hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Issuer in accordance with
Section 2.3 hereof.

     Section 4.3    Corporate Existence.

     Subject to the provisions of Article 5 hereof, each of the
Issuer and the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its
respective corporate existence, and the corporate, partnership or
other existence of each of the Restricted Subsidiaries, in accordance
with the respective organizational documents (as the same may be
amended from time to time) of each of the Issuer, the Company or any
such Subsidiary of the Company and (ii) the rights (charter and
statutory), licenses and franchises of each of the Issuer, the
Company and the Subsidiaries of the Company; provided, however, that
the Issuer and the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other
existence of any of the Restricted Subsidiaries, if the Board of
Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the
Company and the Restricted Subsidiaries taken as a whole and that the
loss thereof is not adverse in any material respect to the Holders of
the Secured Notes.

     Section 4.4    Maintenance of Properties and Insurance.

     (a)  The Company shall cause all material properties and assets owned
by or leased by it or any of the Restricted Subsidiaries useful and
necessary to the conduct of its business or the business of any of
its Restricted Subsidiaries to be maintained and kept in good
condition, repair and working order (reasonable wear and tear
excepted) and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in
connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section 4.4 shall prevent the
Company or any of the Restricted Subsidiaries from discontinuing the
use, operation or maintenance of any of such properties and assets,
or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Board of Directors of the Company or the
Restricted Subsidiary so concerned, or of an officer (or other agent
employed by the Company or of the Subsidiary so concerned) of the
Company or a Restricted Subsidiary having managerial responsibility
for any such properties or assets, desirable in the conduct of the
business of the Company or such Restricted Subsidiary of the Company,
and if such discontinuance or disposal is not adverse in any material
respect to the Holders.

     (b)  To the extent available at commercially reasonable rates, the
Company shall maintain, and shall cause the Restricted Subsidiaries,
to the extent such Restricted Subsidiaries maintain operations, to
maintain, insurance with responsible carriers against such risks and
in such amounts, and with such deductibles, retentions, self-insured
amounts and co-insurance provisions, as are customarily carried by
similar businesses of similar size.

     Section 4.5    Compliance With Laws.

     The Issuer and the Company shall comply, and shall cause each of
the Subsidiaries of the Company to comply, with all applicable
statutes, rules, regulations, orders and restrictions in respect of
the conduct of their respective businesses and the ownership of their
respective properties, except for such noncompliances as would not in
the aggregate have a material adverse effect on the financial
condition or results of operations of the Issuer or the Company and
the Restricted Subsidiaries taken as a whole.

     Section 4.6    Taxes and Other Claims.

     The Issuer and the Company shall pay, and shall cause each of
the Restricted Subsidiaries to pay, prior to delinquency, (a) all
material taxes, assessments, and governmental charges levied or
imposed upon the Issuer, the Company or any of the Restricted
Subsidiaries or upon the income, profits or property or assets of the
Issuer, the Company or any of the Restricted Subsidiaries and (b) all
lawful claims for labor, materials and supplies, which, if unpaid,
might by law become a Lien upon the property or assets of the Issuer,
the Company or any of the Restricted Subsidiaries, except such as are
contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect
to the Holders of the Secured Notes and for which adequate reserves
in accordance with GAAP or other appropriate provisions have been
made.

     Section 4.7    Stay, Extension and Usury Laws.

     The Issuer, the Company and each of Subsidiary Guarantors
covenant (to the extent that they may lawfully do so) that they shall
not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the
Issuer, the Company and each of Subsidiary Guarantors (to the extent
that they may lawfully do so) hereby expressly waive all benefit or
advantage of any such law, and covenant that they shall not, by
resort to any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

     Section 4.8    Change of Control.

     (a)  Upon the occurrence of any of the following events (each a
"Change of Control"), the Issuer shall make an offer to repurchase
all outstanding Secured Notes in whole or in part (the "Change of
Control Offer") at a purchase price (the "Change of Control Purchase
Price") in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, and
Additional Amounts and Special Interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant
Record Date to receive interest (including Special Interest, if any,
and Additional Amounts, if any) due on the relevant Interest Payment
Date).

       (i)  any "person" (as such term is used in Sections 13(d) and 14(d)
  of the Exchange Act), is or becomes the beneficial owner (as defined
  in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
  purposes of this clause (i) such person shall be deemed to have
  "beneficial ownership" of all shares that any such person has the
  right to acquire, whether such right is exercisable immediately or
  only after the passage of time), directly or indirectly, of more than
  50% of [the total voting power of the Voting Stock of] the Company;
  
      (ii) during any period of two consecutive years, individuals who at
  the beginning of such period constituted the Board of Directors of
  the Company (together with any new directors whose election by such
  Board of Directors or whose nomination for election by the
  shareholders of the Company was approved by a vote of 66-2/3% of the
  directors of the Company then still in office who were either
  directors at the beginning of such period or whose election or
  nomination for election was previously so approved) cease for any
  reason to constitute a majority of the Board of Directors then in
  office; and

     (iii) the merger or consolidation of the Company with or into
  another Person or the merger of another Person with or into the
  Company, or the sale of all or substantially all the assets of the
  Company or the Company and its Restricted Subsidiaries taken as a
  whole to another Person and, in the case of any such merger or
  consolidation, the securities of the Company that are outstanding
  immediately prior to such transaction and which represent 100% of the
  aggregate voting power of the Voting Stock of the Company are changed
  into or exchanged for cash, securities or property, unless pursuant
  to such transaction such securities are changed into or exchanged
  for, in addition to any other consideration, securities of the
  surviving corporation that represent immediately after such
  transaction, at least a majority of the aggregate voting power of the
  Voting Stock of the surviving corporation.

     Notwithstanding the foregoing, a Change of Control shall not be
deemed to have occurred if (a) the ratings assigned to the Secured
Notes by Moody's and S&P prior to the announcement are not downgraded
or placed on a negative credit watch by either such rating agency as
a result thereof and (b) no Default has occurred and is continuing.

     (b)  The Change of Control Offer will remain open for a period of at
least 30 days following its commencement but no longer than 60 days,
except to the extent that a longer period is required by applicable
law (the "Change of Control Offer Period").  On the first Business
Day after the termination of the Change of Control Offer Period (the
"Change of Control Payment Date"), the Issuer will purchase all
Secured Notes validly tendered and not properly withdrawn pursuant to
the Change of Control Offer.  Payment for any Secured Notes so
purchased will be made in the same manner as interest payments are
made on the Secured Notes.  If the Change of Control Payment Date is
on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest and Special Interest
and Additional Amounts (to the extent involving interest that is due
and payable on such Interest Payment Date), if any, shall be paid to
the Person in whose name a Secured Note is registered at the close of
business on such Record Date, and no additional interest (or
Additional Amounts or Special Interest, if any) (to the extent
involving interest that is due and payable on such Interest Payment
Date)) shall be payable to Holders who validly tender Secured Notes
pursuant to the Change of Control Offer.

    (c)  Within 30 days following any Change of Control, the Issuer or
the Trustee (at the expense of the Issuer) shall mail by first class
mail, a notice to each Holder, with a copy of such notice to the
Trustee. The notice, which shall govern the terms of the Change of
Control Offer, shall state, among other things:

       (i)  that a Change of Control has occurred and a Change of Control
  Offer is being made as provided for herein that each Holder has the
  right to require the Issuer to purchase such Holder's Secured Notes
  at the Change of Control Purchase Price, and that, although Holders
  are not required to tender their Secured Notes, all Secured Notes
  that are validly tendered shall be accepted for payment;
  
       (ii) the circumstances and relevant facts regarding such Change of
  Control (including information with respect to pro forma historical
  income, cash flow and capitalization after giving effect to such
  Change of Control);

      (iii) the Change of Control Purchase Price and the Change of
  Control Payment Date, which will be no earlier than 30 days and no
  later than 60 days after the date such notice is mailed;

       (iv) that any Secured Note accepted for payment pursuant to the
  Change of Control Offer (and duly paid for on the Change of Control
  Payment Date) shall cease to accrue interest and Special Interest and
  Additional Amounts, if applicable, after the Change of Control
  Payment Date;
  
       (v)  that any Secured Notes (or portions thereof) not validly
  tendered shall continue to accrue interest and Special Interest and
  Additional Amounts, if applicable;
  
       (vi) that any Holder electing to have a Secured Note purchased
  pursuant to any Change of Control Offer shall be required to
  surrender the Secured Note, with the form entitled "Option of Holder
  to Elect Purchase" on the reverse of the Secured Note completed, or
  transfer by book-entry transfer, to the Issuer, a depositary, if
  appointed by the Issuer, or a Paying Agent at the address specified
  in the notice at least one (1) Business Day before the Change of
  Control Purchase Date;
  
       (vii)     that Holders shall be entitled to withdraw their election
  if the Issuer, the depositary or the Paying Agent, as the case may
  be, receives, not later than the expiration of the Change of Control
  Offer Period, a telegram, facsimile transmission or letter setting
  forth the name of the Holder, the principal amount of the Secured
  Note the Holder delivered for purchase and a statement that such
  Holder is withdrawing his election to have such Secured Note
  purchased; and
  
       (viii)    the instructions and any other information necessary to
  enable Holders to tender their Secured Notes (or portions thereof)
  and have such Secured Notes (or portions thereof) purchased pursuant
  to the Change of Control Offer.
  
     (d)  The Company will also be required to prepay appropriate tranches
of the Issuer Loans on a pro rata basis at a redemption price equal
to 101% of the principal amount thereof being repaid, plus accrued
and unpaid interest (including Special Interest, if any, and
Additional Amounts, if any) thereon, in order to provide funds
sufficient to permit the Issuer to purchase any Secured Notes validly
tendered pursuant to the foregoing Change of Control Offer.

     (e)  On or before the Change of Control Payment Date, the Issuer
shall, to the extent lawful, (1) accept for payment all Secured Notes
or portions thereof validly tendered and not properly withdrawn
pursuant to the Change of Control Offer, (2) deposit by 11:00 a.m.,
New York City time, on such date with the Paying Agent an amount
equal to the Change of Control Purchase Price in respect of all
Secured Notes or portions thereof so validly tendered and not
properly withdrawn and (3) deliver or cause to be delivered to the
Trustee the Secured Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Secured Notes
or portions thereof being purchased by the Issuer.  The Paying Agent
shall promptly (but in any case not later than five days after the
Change of Control Payment Date) mail to each Holder of Secured Notes
so validly tendered and not properly withdrawn the Change of Control
Purchase Price for such Secured Notes.

     (f)  Upon surrender and cancellation of a Certificated Secured
Note that is purchased in part pursuant to the Change of Control Offer,
the Issuer shall promptly issue and the Trustee shall authenticate
and mail (or cause to be transferred by book entry) to the
surrendering Holder of such Certificated Secured Note, a new
Certificated Secured Note equal in principal amount to the
unpurchased portion of such surrendered Certificated Secured Note;
provided that each such new Certificated Secured Note shall be in a
principal amount of $1,000 or an integral multiple thereof.  Upon
surrender of a Global Note that is purchased in part pursuant to a
Change of Control Offer, the Paying Agent shall forward such Global
Note to the Trustee who shall make a notation on Schedule A thereof
to reduce the principal amount of such Global Note to an amount equal
to the unpurchased portion of such Global Note, as provided in
Section 2.6 hereof.  The Issuer shall publicly announce the results
of the Change of Control Offer on the Change of Control Payment Date.
For purposes of this Section 4.8, the Trustee shall act as the Paying
Agent.

     (g)  The Issuer shall comply with the requirements of Rules 13e-4
and 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Secured Notes as
a result of a Change of Control.

     Section 4.9    Limitations on Indebtedness.

     (a)  The Company will not, and will not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness;
provided, however, that the Company may Incur Indebtedness if the
Consolidated EBITDA Coverage Ratio at the date of such Incurrence and
after giving effect thereto exceeds 2.25 to 1.0.

     (b)  Notwithstanding paragraph (a), the following Indebtedness may be
Incurred:

     (1)  Indebtedness of the Company pursuant to one or more Credit
  Facilities (and the guarantee of such Indebtedness by Restricted
  Subsidiaries); provided, however, that the aggregate amount of such
  Indebtedness outstanding at such time shall not exceed $350,000,000,
  less any amounts derived from Asset Sales and applied to the required
  permanent reduction of Senior Indebtedness (and a permanent reduction
  of the related commitment to lend or amount available to be
  reborrowed in the case of a revolving credit facility) under such
  Credit Facilities as contemplated by Section 4.15;
          
     (2)  Indebtedness of the Company or a Restricted Subsidiary owed to
  and held by a Restricted Subsidiary or Indebtedness of a Restricted
  Subsidiary owed to and held by the Company; provided, however, that
  any subsequent issuance or transfer of any Capital Stock that results
  in such Restricted Subsidiary to whom Indebtedness is owed ceasing to
  be a Restricted Subsidiary or any transfer of such Indebtedness
  (other than to the Company or another Restricted Subsidiary) shall be
  deemed, in each case, to constitute the Incurrence of such
  Indebtedness;

     (3)  The Guarantee, the Subsidiary Guarantees, if any, the Issuer
  Loans and Indebtedness incurred in exchange for, or the proceeds of
  which are used to Refinance any Indebtedness permitted by this clause
  (iii); provided, however, that (i) the principal amount of the
  Indebtedness so Incurred shall not exceed the principal amount of the
  Indebtedness so Refinanced (plus the amount of reasonable fees and
  expenses incurred in connection therewith, including any premium or
  defeasance costs) and (ii) the Indebtedness so Incurred (A) shall not
  mature prior to the Stated Maturity of the Indebtedness so Refinanced
  and (B) shall have an Average Life equal to or greater than the
  remaining Average Life of the Indebtedness so Refinanced;

     (4)  Indebtedness of the Company or any Restricted Subsidiary (other
  than Indebtedness described in clause (1), (2) or (3) above)
  (x) outstanding on the Issue Date (including without limitation, the
  New Senior Notes and any subsidiary guarantee issued under the New
  Senior Note Indenture, the Company's 6 1/2% Senior Notes due 2003, the
  Company's 6 3/4% Senior Notes due 2005, the Company's 6.95% Senior Notes
  due 2008, the Company's 7 3/8% Senior Notes due 2018, the Company's
  9 1/8% Senior Notes due 2003, the Company's 9 1/2% Senior Notes due 2008,
  and the 10 1/4% Senior Notes due 2003 of Cliffs Drilling Company) or
  Incurred pursuant to agreements as in effect on the Issue Date and
  (y) Indebtedness Incurred in exchange for, or the proceeds of which
  are used to Refinance, any Indebtedness permitted by this clause (iv)
  or permitted by clause (a) above; provided, however, that (i) the
  principal amount of the Indebtedness so Incurred shall not exceed the
  principal amount of the Indebtedness Refinanced (plus the amount of
  reasonable fees and expenses incurred in connection therewith,
  including any premium or defeasance costs); and (ii) the Indebtedness
  so Incurred (A) shall not mature prior to the Stated Maturity of the
  Indebtedness so Refinanced and (B) shall have an Average Life equal
  to or greater than the remaining Average Life of the Indebtedness so
  Refinanced;

     (5)  Indebtedness of the Company or any Restricted Subsidiary
  consisting of guarantees in connection with any synthetic lease
  obligations of Persons Incurred to finance the construction or
  upgrade of the drillship Deepwater Frontier and the drillship
  Deepwater Pathfinder pursuant to agreements governing such
  obligations;

     (6)  Acquired Indebtedness of any Restricted Subsidiary in an
  aggregate amount not to exceed $300,000,000, provided that the
  Company on a pro forma basis could Incur $1.00 of additional
  Indebtedness pursuant to paragraph (a) of this covenant;

     (7)  Indebtedness of the Company or any Restricted Subsidiary
  consisting of guarantees, indemnities or obligations in respect of
  purchase price adjustments in connection with the acquisition or
  disposition of assets, including, without limitation, shares of
  Capital Stock;

     (8)  The Incurrence by the Company's Unrestricted Subsidiaries of
  Non-Recourse Indebtedness; provided, however, that if any such
  Indebtedness ceases to be Non-Recourse Indebtedness of any
  Unrestricted Subsidiary, subject to the definition of "Unrestricted
  Subsidiary," such event shall be deemed to constitute an incurrence
  of Indebtedness by a Restricted Subsidiary of the Company that was
  not permitted by this clause (8);

     (9)  Obligations of the Company or a Restricted Subsidiary under
  performance or surety bonds relating to building contracts for the
  construction of drilling rigs, drillships or similar vessels or
  contracts for the installation of related equipment;

     (10) Hedging Obligations; and

     (11) Indebtedness of the Company or any Restricted Subsidiary in an
  aggregate principal amount which, together with all other
  Indebtedness of the Company then outstanding (other than Indebtedness
  permitted by clauses (1) through (10) of this paragraph (b) or
  paragraph (a)) does not exceed $50,000,000.

     (c)  Notwithstanding paragraphs (a) and (b), the Company shall not
issue any Indebtedness if the proceeds thereof are used, directly or
indirectly, to repay, prepay, redeem, defease, retire, refund or
refinance any Subordinated Obligations unless such Indebtedness shall
be subordinated to the Guarantee and Issuer Loans to at least the
same extent as such Subordinated Obligations.

    (d)  For purposes of determining compliance with the foregoing
covenant, (i) in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described
above, the Issuer, in its sole discretion, will classify such item of
Indebtedness and only be required to include the amount and type of
such Indebtedness in one of the above clauses and (ii) an item of
Indebtedness may be divided and classified in more than one of the
types of Indebtedness described above.
 
     Section 4.10   Limitation on Liens.

     The Company will not, and will not permit any Restricted
Subsidiary of the Company to, issue, assume or guarantee any
Indebtedness for borrowed money secured by any Lien on any property
or asset now owned or hereafter acquired by the Company or such
Restricted Subsidiary without making effective provision whereby any
and all Secured Notes then or thereafter outstanding and/or the
Guarantee will be secured by a Lien equally and ratably with any and
all other obligations thereby secured for so long as any such
obligations shall be so secured.

     The foregoing restriction does not, however, apply to:

     (1)  Liens securing the Secured Notes, the Guarantee and the Issuer
  Loans;
          
     (2)  Liens existing on the date on which the Secured Notes are
  originally issued or provided for under the terms of agreements
  existing on such date;

     (3)  Liens on property securing (a) all or any portion of the cost of
  acquiring, constructing, altering, improving or repairing any
  property or assets, real or personal, or improvements used or to be
  used in connection with such property or (b) Indebtedness incurred by
  the Company or any Restricted Subsidiary of the Company prior to or
  within one year after the later of the acquisition, the completion of
  construction, alteration, improvement or repair or the commencement
  of commercial operation thereof, which Indebtedness is incurred for
  the purpose of financing all or any part of the purchase price
  thereof or construction or improvements thereon;
 
     (4)  Liens securing Indebtedness owed by a Restricted Subsidiary of
  the Company or to any other Restricted Subsidiary of the Company;

    (5)  Liens on property existing at the time of acquisition of such
  property by the Company or any of its Restricted Subsidiary or Liens
  on the property of any Person existing at the time such Person
  becomes a Restricted Subsidiary of the Company and, in any case, not
  incurred as a result of (or in connection with or in anticipation of)
  the acquisition of such property or such Person becoming a Restricted
  Subsidiary of the Company, provided that such Liens do not extend to
  or cover any property or assets of the Company or any of its
  Restricted Subsidiaries other than the property encumbered at the
  time such property is acquired by the Company or any of its
  Restricted Subsidiaries or such Person becomes a Restricted
  Subsidiaries of the Company and, in any case, do not secure
  Indebtedness with a principal amount in excess of the principal
  amount outstanding at such time;
 
     (6)  Liens on any property securing (a) Indebtedness incurred in
  connection with the construction, installation or financing of
  pollution control or abatement facilities or other forms of
  industrial revenue bond financing or (b) Indebtedness issued or
  guaranteed by the United States or any State thereof or any
  department, agency or instrumentality of either;

     (7)  any Lien extending, renewing or replacing (or successive
  extensions, renewals or replacements of) any Lien of any type
  permitted under clause (1), (2), (3), (5) or (6) above, provided that
  such Lien extends to or covers only the property that is subject to
  the Lien being extended, renewed or replaced and that the principal
  amount of the Indebtedness secured thereby shall not exceed the
  principal amount of Indebtedness so secured at the time of such
  extension, renewal or replacement; or

     (8)  Liens (exclusive of any Lien of any type otherwise permitted
  under clauses (1) through (7) above) securing Indebtedness for
  borrowed money of the Company or any Restricted Subsidiary of the
  Company in an aggregate principal amount which, together with the
  aggregate amount of Attributable Indebtedness deemed to be
  outstanding in respect of all Sale/Leaseback Transactions entered
  into pursuant to clause (a) of Section 4.12 (exclusive of any such
  Sale/Leaseback Transactions otherwise permitted under clauses (1)
  through (7) above), does not at the time such Indebtedness is
  incurred exceed 15% of the Consolidated Net Worth of the Company (as
  shown in the most recent audited consolidated balance sheet of the
  Company and its Restricted Subsidiaries).

     Section 4.11   Limitation on Restricted Payments.

     (a)  The Company will not, and will not permit any Restricted
Subsidiary, directly or indirectly, to:

    (i)  declare or pay any dividend or make any distribution on or in
  respect of its Capital Stock (including any payment in connection
  with any merger or consolidation involving the Company) or to the
  direct or indirect holders of its Capital Stock, except:
  
        (A)  dividends or distributions payable solely in its Non-Convertible
     Capital Stock or in options, warrants or other rights to purchase its
     Non-Convertible Capital Stock;
          
        (B)  dividends or distributions payable to the Company or a
     Restricted Subsidiary; and

        (C)  pro rata dividends or distributions on the Capital Stock of a
     Restricted Subsidiary held by minority stockholders (including,
     without limitation, minority stockholders of Arcade Drilling AS, a
     Norwegian corporation);
          
       (ii) purchase, redeem or otherwise acquire or retire for value any
  Capital Stock of the Company or of any direct or indirect parent of
  the Company, or any Restricted Subsidiary (except Capital Stock held
  by the Company or a Restricted Subsidiary);
  
      (iii) purchase, repurchase, redeem, defease or otherwise acquire
  or retire for value, prior to scheduled maturity, scheduled repayment
  or scheduled sinking fund payment, any Subordinated Obligation (other
  than the purchase, repurchase or other acquisition of Subordinated
  Obligations purchased in anticipation of satisfying a sinking fund
  obligation, principal installment or final maturity, in each case due
  within one year of the date of acquisition); or

      (iv) make any Investment other than a Permitted Investment (any such
  dividend, distribution, purchase, redemption, repurchase, defeasance,
  other acquisition, retirement or Investment being herein referred to
  as a "Restricted Payment"),

     if at the time the Company or such Restricted Subsidiary makes
such Restricted Payment:

     (1)  a Default shall have occurred and be continuing (or would result
  therefrom); or
          
     (2)  the Company would not be permitted to Incur an additional $1.00
  of Indebtedness pursuant to Section 4.9(a) after giving pro forma
  effect to such Restricted Payment; or

     (3)  the aggregate amount of such Restricted Payment and all other
  Restricted Payments since the Issue Date would exceed the sum of:
  
        (A)  50% of the Consolidated Net Income accrued during the period
     (treated as one accounting period) from the beginning of the fiscal
     quarter during which the Secured Notes were originally issued to the
     end of the most recent fiscal quarter ending at least 45 days prior
     to the date of such Restricted Payment (or, in case such Consolidated
     Net Income shall be a deficit, minus 100% of such deficit);
               
        (B)  100% of the aggregate net proceeds (including the fair market
     value of non-cash proceeds, which shall be determined in good faith
     by the Board of Directors of the Company) received by the Company
     from the issue or sale of its Capital Stock (other than Redeemable
     Stock or Exchangeable Stock) subsequent to the Issue Date (other than
     an issuance or sale to a Restricted Subsidiary or an employee stock
     ownership plan or similar trust);

        (C)  the amount by which Indebtedness of the Company is reduced on
     the Company's balance sheet upon the conversion or exchange (other
     than by a Restricted Subsidiary) subsequent to the Incurrence of any
     Indebtedness of the Company convertible or exchangeable for Capital
     Stock (other than Redeemable Stock or Exchangeable Stock) of the
     Company (less the amount of any cash, or other property, distributed
     by the Company upon such conversion or exchange);

        (D)  to the extent not otherwise included in Consolidated Net Income,
     the net reduction in Investments in Unrestricted Subsidiaries
     resulting from dividends, repayments of loans or advances, or other
     transfers of assets, in each case to the Company or any Restricted
     Subsidiary after the Issue Date from any Unrestricted Subsidiary or
     from the redesignation of an Unrestricted Subsidiary as a Restricted
     Subsidiary (valued in each case as provided in the definition of
     Investment), not to exceed in the case of any Restricted Subsidiary
     the total amount of Investments (other than Permitted Investments) in
     such Restricted Subsidiary made by the Company and its Restricted
     Subsidiaries in such Unrestricted Subsidiary after the Issue Date;
     and

        (E)  $20 million.

     (b)  The provisions of Section (a) shall not prohibit:

       (i)  Any purchase or redemption of Capital Stock or Subordinated
  Obligations of the Company made by exchange for, or out of the
  proceeds of the substantially concurrent sale of, Capital Stock of
  the Company (other than Redeemable Stock or Exchangeable Stock and
  other Capital Stock issued or sold to a Restricted Subsidiary or an
  employee stock ownership plan); provided, however, that (i) such
  purchase or redemption shall be excluded in the calculation of the
  amount of Restricted Payments and (ii) the Net Cash Proceeds from
  such sale shall be excluded from clauses (3)(B) and (3)(C) of Section
  (a);
  
     (ii) Any purchase or redemption of Subordinated Obligations of the
  Company made by exchange for, or out of the proceeds of the
  substantially concurrent sale of, Indebtedness of the Company which
  is permitted to be issued pursuant to the provision of Section 4.09
  hereof above; provided, however, that such purchase or redemption
  shall be excluded in the calculation of the amount of Restricted
  Payments;

     (iii) Dividends paid within 60 days after the date of declaration
  if at such date of declaration such dividend would have complied with
  this provision; provided, however, that at the time of payment of
  such dividend, no other Default shall have occurred and be continuing
  (or would result therefrom); provided further, however, that such
  dividend shall be included in the calculation of the amount of
  Restricted Payments (unless already included in determining the
  amount of Restricted Payments previously made upon the declaration of
  such dividend); and

       (iv) If the Company issues Preferred Stock which is Non-Convertible
  Capital Stock and receives at least $100,000,000 million of net
  proceeds therefrom, dividends on such Preferred Stock in an aggregate
  amount not to exceed $30,000,000 million, provided that such
  dividends constitute Restricted Payments for purposes of calculating
  the amount of Restricted Payments made pursuant to Section
  4.11(a)(iii) above.

     Section 4.12   Limitation on Sale/Leaseback Transactions.

     The Company will not, and will not permit any Restricted
Subsidiary to, enter into any Sale/Leaseback Transaction with any
Person (other than the Company or a Restricted Subsidiary) unless:

     (a)  the Company or such Restricted Subsidiary would be entitled to
incur Indebtedness, in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction, secured
by a Lien on the property subject to such Sale/Leaseback Transaction
pursuant to Section 4.10 above without equally and ratably securing
the Secured Notes and/or the Guarantee pursuant to such Section;

     (b)  after the Issue Date and within a period commencing six months
prior to the consummation of such Sale/Leaseback Transaction and
ending six months after the consummation thereof, the Company or such
Restricted Subsidiary shall have expended for property used or to be
used in the ordinary course of business of the Company and its
Restricted Subsidiaries an amount equal to all or a portion of the
net proceeds of such Sale/Leaseback Transaction and the Company shall
have elected to designate such amount as a credit against such
Sale/Leaseback Transaction (with any such amount not being so
designated to be applied as set forth in clause (c) below); or

     (c)  the Company during the 12-month period after the effective
date of such Sale/Leaseback Transaction, shall have applied to the
voluntary defeasance or retirement of Issuer Loans and Secured Notes
or any Pari Passu Indebtedness an amount equal to the greater of the
net proceeds of the sale or transfer of the property leased in such
Sale/Leaseback Transaction and the fair value, as determined by the
Board of Directors of the Company, of such property at the time of
entering into such Sale/Leaseback Transaction (in either case
adjusted to reflect the remaining term of the lease and any amount
expended by the Company as set forth in clause (b) above), less an
amount equal to the principal amount of Issuer Loans and Secured
Notes and Pari Passu Indebtedness voluntarily defeased or retired by
the Issuer and the Company within such 12-month period and not
designated as a credit against any other Sale/Leaseback Transaction
entered into by the Company or any Restricted Subsidiary during such
period.

     Section 4.13   SEC Reports.

     Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC and provide the
Trustee and Noteholders with such annual reports and such
information, documents and other reports specified in Sections 13 and
15(d) of the Exchange Act.

     In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all
such information and reports with the Commission for public
availability (unless the Commission will not accept such filing).  In
addition, the Issuer and the Company shall furnish to the Noteholders
and to prospective investors, upon the requests of such Noteholders,
any information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act so long as the Secured Notes are not freely
transferable under the Securities Act.

     Section 4.14   Limitation on Restrictions on Distributions from
                    Restricted Subsidiaries.

     The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to (a) pay dividends or make any other
distributions, in cash or otherwise, on its Capital Stock to the
Company or any Restricted Subsidiary or pay any Indebtedness owed to
the Company or any Restricted Subsidiary, (b) make any loans or
advances to the Company or any Restricted Subsidiary or (c) transfer
any of its property or assets to the Company or any Restricted
Subsidiary, except:

       (i)  any encumbrance or restriction pursuant to an agreement in
  effect or entered into on the Issue Date;
  
      (ii) any encumbrance or restriction with respect to a Restricted
  Subsidiary pursuant to an agreement relating to any Acquired
  Indebtedness or Preferred Stock Incurred by such Restricted
  Subsidiary on or prior to the date on which such Restricted
  Subsidiary became a Restricted Subsidiary or was acquired by the
  Company (other than Indebtedness or Preferred Stock Incurred as
  consideration in, or to provide all or any portion of the funds or
  credit support utilized to consummate, the transaction or series of
  related transactions pursuant to which such Restricted Subsidiary
  became a Restricted Subsidiary or was acquired by the Company or
  other Incurred in anticipation of such acquisition) and outstanding
  on such date;

       (iii)  any encumbrance or restriction relating to any assets
  acquired after the Issue Date, so long as such encumbrance or
  restriction relates only to the assets so acquired and is not or was
  not created in anticipation of such acquisition;

       (iv) any encumbrance or restriction pursuant to an agreement
  effecting a Refinancing of Indebtedness or Preferred Stock Incurred
  pursuant to an agreement referred to in clause (i), (ii) or (iii) of
  this covenant or this clause (iv) or contained in any amendment to an
  agreement referred to in clause (i), (ii) or (iii) of this covenant
  or this clause (iv); provided, however, that the encumbrances and
  restrictions with respect to such Restricted Subsidiary contained in
  any such refinancing agreement or amendment are in the aggregate no
  less favorable to the Holders of Secured Notes than the encumbrances
  and restrictions with respect to such Restricted Subsidiary contained
  in such predecessor agreements;

       (v)  any such encumbrance or restriction consisting of customary
  nonassignment provisions in leases governing leasehold interests or
  in license agreements to the extent such provisions restrict the
  assignment of such agreement and any rights granted or property
  leased thereunder;

       (vi) in the case of clause (iii) above, restrictions contained in
  security agreements or mortgages securing Indebtedness of a
  Restricted Subsidiary to the extent such restrictions restrict the
  transfer of the property subject to such security agreements or
  mortgages; and

       (vii)  any temporary encumbrance or restriction with respect to a
  Restricted Subsidiary imposed pursuant to an agreement entered into
  for the sale or disposition of all or substantially all the Capital
  Stock or assets of such Restricted Subsidiary pending the closing of
  such sale or disposition.
 
     Nothing contained in this covenant shall prevent the Company or
any Restricted Subsidiary from entering into any agreement permitting
the incurrence of Liens otherwise permitted by Section 4.10 hereof.

     Section 4.15   Limitation on Asset Sales.

     (a)  The Company shall not, and shall not permit any Subsidiary
Guarantor to, sell, assign, convey, transfer or otherwise dispose of
a Mortgaged Rig or any other portion of the Collateral (other than an
Incidental Asset or Temporary Cash Investments in the Issuer Escrow
Account or the Company Escrow Account and other than a transfer of a
Mortgaged Rig to a Wholly-Owned Restricted Subsidiary that becomes a
Subsidiary Guarantor); provided, however, that the Company or a
Subsidiary Guarantor may sell a Mortgaged Rig or the Company may sell
all the Capital Stock of a Subsidiary Guarantor owning a Mortgaged
Rig (any such asset proposed to be sold is referred to herein as a
"Mortgaged Rig Asset") if such sale of a Mortgaged Rig Asset shall be
made in compliance with each of the following conditions:

     (i)  no Default shall have occurred and be continuing;
  
     (ii) the sale shall be effected in a commercially reasonable manner
  as determined by the Board of Directors and evidenced by a Board
  Resolution;

     (iii) at least 75% of the consideration received shall be in the
  form of cash or Temporary Cash Equivalents, provided that Net
  Available Cash shall not be less than an amount equal to the Sale
  Redemption Amount for the Issuer Loan secured by a Lien on such
  Mortgaged Rig Asset;

     (iv) funds in an amount equal to the Sale Redemption Amount (or if
  required by the provisions of Section 3.9, the Net Available Cash of
  such sale) shall be applied as repayments on the appropriate Issuer
  Loan or Loans and paid in full directly to the Trustee for deposit in
  the Escrow Account and shall be received by the Trustee free of any
  Lien (other than the Lien of this Indenture and the Security
  Agreements); and

     (v)  the Company shall have complied with the other provisions of
  this Indenture applicable to such sale.

     (b)  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, engage in any Asset Sales (other than
Asset Sales permitted by Section 4.15(a) unless (i) the Company or
the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or otherwise disposed of (as
determined in good faith by the Company's Board of Directors), and
(ii) at least 75% of the consideration received by the Company or the
Restricted Subsidiary, as the case may be, from such Asset Sale at
the time of such disposition shall be in the form of cash or
Temporary Cash Equivalents (or the assumption of indebtedness and
liabilities of the Company or such Restricted Subsidiary and the
release of the Company or such Restricted Subsidiary from all
liability thereon) or notes or marketable securities that are
converted into cash or Temporary Cash Equivalents within 180 days
after the date of such Asset Sale; provided that any Asset Sale of
shares of Capital Stock of Devco or of assets owned by Devco not
constituting a Mortgaged Rig shall not have to comply with the
provisions of this clause (ii). If the Company or a Restricted
Subsidiary engages in an Asset Sale in compliance with the previous
sentence, then the Company shall or shall cause a Restricted
Subsidiary to apply an amount equal to such excess Net Available Cash
within 360 days of the Asset Sale either (i) to repay Senior
Indebtedness of the Company or of a Restricted Subsidiary (other than
in each case Indebtedness owed to an Affiliate of the Company), (ii)
to invest in Additional Assets or (iii) treat (no later than the end
of such 360-day period) such excess Net Available Cash (to the extent
not applied pursuant to clauses (i) or (ii) above) as Sale Excess
Proceeds.

     Section 4.16   Limitation on Asset Swaps.

     The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless:

     (i)  at the time of entering into the agreement with respect thereto
  and immediately after giving effect to the proposed Asset Swap, no
  Default shall have occurred and be continuing;
  
     (ii) the aggregate fair market values of the Additional Assets and
  other consideration to be received by the Company or the applicable
  Restricted Subsidiary is, at the time the Asset Swap is agreed to,
  substantially equal to the aggregate fair market of the property
  being disposed of by the Company or the applicable Restricted
  Subsidiary (to be determined in good faith by the Board of Directors
  of the Company and to be evidenced by a resolution of such Board set
  forth in an Officer's Certificate delivered to the Trustee); and

     (iii) the cash payments, if any, received by the Company or such
  Restricted Subsidiary in connection with such Asset Swap are treated
  as Net Available Cash received from an Asset Sale.

     Section 4.17   Limitation on Affiliate Transactions.

     (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service)
with any Affiliate of the Company (an "Affiliate Transaction") unless
the terms thereof (1) are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time
of such transaction in arm's-length dealings with a Person who is not
such an Affiliate, (2) if such Affiliate Transaction involves an
amount in excess of $500,000, (i) are set forth in writing and (ii)
have been approved by a majority of the members of the Board of
Directors of the Company having no personal stake in such Affiliate
Transaction and (3) if such Affiliate Transaction involves an amount
in excess of $10,000,000, have been determined by an investment
banking firm of national reputation or, in the case of the sale or
transfer of assets subject to valuation, an appropriate independent
qualified appraiser of national reputation, given the size and nature
of the transaction, to be fair, from a financial standpoint, to the
Company and its Restricted Subsidiaries.

     (b)  The provisions of the foregoing paragraph (a) shall not prohibit
(i) any Restricted Payment permitted to be paid pursuant to the
covenant described under Section 4.11 hereof, (ii) any issuance of
securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements
of the Company, stock options, stock ownership and other employee
benefit plans approved by the Board of Directors of the Company,
(iii) the grant of stock options or similar rights to employees,
officers and directors of the Company pursuant to plans approved by
its Board of Directors, (iv) loans or advances to employees in the
ordinary course of business in accordance with the past practices of
the Company or its Subsidiaries, but in any event not to exceed
$1,000,000 in aggregate principal amount outstanding at any one time,
(v) the payment of reasonable fees to directors of the Company and
its Restricted Subsidiaries who are not employees of the Company or
its Restricted Subsidiaries and (vi) any Affiliate Transaction among
any of the Issuer, the Company, the Restricted Subsidiaries, Arcade
Drilling AS, any entity owning or operating any of the Deepwater
Pathfinder, the Deepwater Frontier or the Seillean (but only for
transactions relating to such vessels) and Navis ASA.

     Section 4.18   Limitation on the Sale or Issuance of Capital Stock of
                    Restricted Subsidiaries.

     The Company shall not sell or otherwise dispose of any Capital
Stock of a Restricted Subsidiary, and shall not permit any such
Restricted Subsidiary, directly or indirectly, to issue or sell or
otherwise dispose of any of its Capital Stock except (i) to the
Company or a Wholly Owned Restricted Subsidiary, (ii) if, immediately
after giving effect to such issuance, sale or other disposition,
neither the Company nor any of its Subsidiaries own any Capital Stock
of such Restricted Subsidiary, (iii) other than with respect to
shares of Capital Stock of a Subsidiary Guarantor owning a Mortgaged
Rig, to Persons who are entering into joint ventures or other similar
business relationships with the Company or any Subsidiary other than
a Subsidiary Guarantor; provided, however, that transactions pursuant
to this clause (iii) are approved in the manner set forth in
paragraph (a) under Section 4.17, (iv) directors' qualifying shares,
(v) other than with respect to shares of Capital Stock of a
Subsidiary Guarantor which owns a Mortgaged Rig, if, immediately
after giving effect to such issuance, sale or other disposition, such
Restricted Subsidiary would no longer constitute a Restricted
Subsidiary and any Investment in such Person remaining after giving
effect thereto would have been permitted to be made under the
covenant described under Section 4.11 if made on the date of such
issuance, sale or other disposition or (vi) pursuant to the loan
arrangement with Nisho-Iwai. The Company shall apply the proceeds
from any applicable sale of Capital Stock of a Subsidiary Guarantor
which owns a Mortgaged Rig, in accordance with the provisions
described above under Section 3.9.

     Section 4.19   Future Subsidiary Guarantors.

     The Company may not permit any Restricted Subsidiary, directly
or indirectly, to guarantee any Indebtedness of the Company or any
other Obligor ("Guaranteed Indebtedness") or to acquire a Mortgaged
Rig unless (i) such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to this Indenture providing for a
Subsidiary Guarantee of payment of the Secured Notes by such
Restricted Subsidiary and (ii) such Restricted Subsidiary waives and
will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Issuer, the Company or any other
Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee.  If the Guaranteed
Indebtedness is pari passu with the Guarantee, then the guarantee of
such Guaranteed Indebtedness shall be pari passu with or subordinated
to the Subsidiary Guarantee; and if the Guaranteed Indebtedness is
subordinated to the Guarantee, then the guarantee of such Guaranteed
Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that all Guaranteed Indebtedness is subordinated
to the Guarantee.  Notwithstanding the foregoing, any Subsidiary
Guarantee by a Restricted Subsidiary which does not own a Mortgaged
Rig that was incurred pursuant to the terms of this Section 4.19 (but
not otherwise) shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon the
release or discharge of the guarantee which resulted in the creation
of such Restricted Subsidiary's Subsidiary Guarantee, except a
discharge or release by, or as a result of, payment under such
guarantee.

     Section 4.20   Impairment of Liens.

     The Issuer and the Company shall not, and the Issuer and the
Company shall not permit any Restricted Subsidiary to, take or
knowingly or negligently omit to take, any action which action or
omission might or would have the result of materially impairing the
Liens granted by the Issuer with respect to the Collateral for the
benefit of the Trustee and the Holders of the Secured Notes and the
Liens granted by the Company with respect to Collateral for the
benefit of the Issuer, and except as permitted by this Indenture and
the Security Agreements, the Issuer and the Company shall not, and
shall not permit any Restricted Subsidiary to, grant to any Person
other than the Trustee, for the benefit of the Trustee and the
Holders of the Secured Notes, any interest whatsoever in any of the
Collateral.

     Section 4.21   Limitation on Issuer Activities.

     The Issuer will not engage in any business activity or undertake
any activity, except any activity (i) relating to the offering, sale
or issuance of the Secured Notes or the lending of the proceeds of
such sale of Secured Notes to the Company pursuant to the Issuer
Loans, or (ii) undertaken with the purpose of, and directly related
to, exercising its rights under, and fulfilling the obligations of
the Company, the Issuer or the Restricted Subsidiaries under, the
Secured Notes, this Indenture, the Issuer Loans and Security
Agreements.  The Indenture provides that the Issuer will be a limited
purpose entity with corporate organizational documents containing
certain limitations (including the foregoing restrictions on the
Issuer's business activities, the requirement of an independent
director on its Board of Directors, and a restriction on its ability
to commence a voluntary case or proceeding under any applicable
bankruptcy or insolvency laws without the prior unanimous affirmative
vote of all of its directors).  The Issuer shall not (i) incur any
Indebtedness other than the Secured Notes or Subordinated Obligations
owing to the Company or (ii) enter into any derivative product
transactions.

     Section 4.22   Compliance Certificate; Notice of Default or Event of
                    Default.

     (a)  The Issuer, the Company and each Subsidiary Guarantor shall
deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officers' Certificate (which shall be signed by Officers
satisfying the requirements of Section 314 of the Trust Indenture
Act) stating that a review of the activities of the Issuer, the
Company and the Restricted Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with
a view to determining whether the Issuer and the Company have kept,
observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Issuer has
kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Issuer is taking or proposes
to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of, interest, if any, or
Special Interest, if any, or Additional Amounts, if any, on the
Secured Notes is prohibited or if such event has occurred, a
description of the event and what action the Issuer is taking or
proposes to take with respect thereto.

     (b)  The year-end financial statements delivered pursuant to Section
4.13 hereof shall be accompanied by a written statement of the
independent public accountants of the Company (who shall be a firm of
established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has
come to their attention that would lead them to believe that the
Issuer has violated any provisions of Article 4 or Article 5 hereof
(except that, such written statement need not address the Issuer's
compliance with the provisions of Sections 4.2, 4.5,  4.7, 4.8, 4.17
or 4.23 hereof) or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any
Person for any failure to obtain knowledge of any such violation.

     (c)  The Issuer and the Company shall, so long as any of the Secured
Notes are outstanding, deliver to the Trustee, forthwith upon, but in
any event within five Business Days after, any Officer's becoming
aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the
Issuer and/or the Company is taking or proposes to take with respect
thereto.

     (d)  For purposes of this Section 4.22, compliance shall be
determined without required by any period of grace or requirement of
notice under this Indenture.

     Section 4.23   Prohibition on Issuer and Guarantor Becoming an
                    Investment Company.

     Neither the Issuer nor the Company shall become an "Investment
Company" as defined in the Investment Company Act of 1940, as
amended.

     Section 4.24   Additional Amounts.

     (a)  Except to the extent required by any applicable law, regulation
or governmental policy, any and all payments of, or in respect of,
any Secured Note shall be made free and clear of and without
deduction for or on account of any and all present or future taxes,
levies, imposts, deduction, charges or withholdings and all
liabilities with respect thereto imposed by Panama, The Bahamas or
any other jurisdiction with which the Company or any Subsidiary
Guarantor has some connection (including any jurisdiction (other than
the United States of America) from or through which payments under
the Issuer Loans, the Secured Notes, the Guarantee or the Subsidiary
Guarantees (if any) are made) or any political subdivision of or any
taxing authority in any such jurisdiction ("Panamanian Taxes,"
"Bahamian Taxes," or "Other Taxes," respectively).  If the
Issuer, the Company or any Subsidiary Guarantor shall be required by
law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, or
Other Taxes from or in respect of any sum payable under an Issuer
Loan Agreement, the Secured Notes, the Guarantee or a Subsidiary
Guarantee, the sum payable by the Issuer, the Company or such
Subsidiary Guarantor, as the case may be, thereunder shall be
increased by the amount ("Additional Amounts") necessary so that
after making all required withholdings and deductions, the Holder or
beneficial owner of a Secured Note shall receive an amount equal to
the sum that it would have received had not such withholdings and
deductions been made; provided that any such sum shall not be paid in
respect of any Panamanian Taxes, Bahamian Taxes or Other Taxes to a
Holder (an "Excluded Holder") (i) resulting from the beneficial
owner of such Secured Note carrying on business or being deemed to
carry on business in or through a permanent establishment or fixed
base in the relevant taxing jurisdiction or having any other
connection with the relevant taxing jurisdiction or any political
subdivision thereof or any taxing authority therein other than the
mere holding or owning of such Secured Note, being a beneficiary of
the Guarantee or any applicable Subsidiary Guarantee, the receipt of
any income or payments in respect of such Secured Note, any Issuer
Loan, the Guarantee or any applicable Subsidiary Guarantee or the
enforcement of such Secured Note, such Issuer Loan, the Guarantee or
any applicable Subsidiary Guarantee, or (ii) that would not have been
imposed but for the presentation (where presentation is required) of
such Secured Note for payment more than 180 days after the date such
payment became due and payable or was duly provided for, whichever
occurs later. The Issuer, the Company or the Subsidiary Guarantors,
as applicable, will also (i) make such withholding or deduction and
(ii) remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law, and, in any such case,
the Issuer will furnish to each Holder on whose behalf an amount was
so remitted, within 30 calendar days after the date the payment of
any Panamanian Taxes, Bahamian Taxes or Other Taxes is due pursuant
to applicable law, certified copies of tax receipts evidencing such
payment by the Issuer, the Company or the Subsidiary Guarantors, as
applicable. The Issuer will, upon written request of each Holder
(other than an Excluded Holder), reimburse each such holder for the
amount of (i) any Panamanian Taxes, Bahamian Taxes or Other Taxes so
levied or imposed and paid by such holder as a result of payments
made under or with respect to any Secured Notes, and (ii) any
Panamanian Taxes, Bahamian Taxes, or Other Taxes so levied or imposed
with respect to any reimbursement under the foregoing clause (i) so
that the net amount received by such Holder (net of payments made
under or with respect to such Secured Notes, such Issuer Loans, the
Guarantee or the applicable Subsidiary Guarantees) after such
reimbursement will not be less than the net amount the Holder would
have received if Panamanian Taxes, Bahamian Taxes or Other Taxes on
such reimbursement had not been imposed.

     (b)  At least 30 calendar days prior to each date on which any
payment under or with respect to the Secured Notes is due and
payable, if the Issuer, the Company or the Subsidiary Guarantors, as
applicable, will be obligated to pay Additional Amounts with respect
to such payment, the Issuer, the Company or the Subsidiary
Guarantors, as applicable, will deliver to the Trustee an officer's
certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable and will set forth such other
information necessary to enable the Trustee to pay such Additional
Amounts to Holders on the payment date.

     (c)  If any Holder or beneficial owner of any Secured Note receives
a refund of the Panamanian Taxes, Bahamian Taxes or Other Taxes after
the Issuer, the Company or any Subsidiary Guarantor, as applicable,
has paid any Additional Amounts, such Holder or beneficial owner
shall reimburse the Issuer, the Company or any Subsidiary Guarantor,
as applicable, for any amount of such refund.

     (d)  The Issuer, the Company or the Subsidiary Guarantors will pay
any stamp, issue, registration, documentary or other similar taxes
and duties, including interest and penalties, in respect of the
creation, issue and offering of the Secured Notes payable in the
United States, Panama, The Bahamas or any political subdivision
thereof or taxing authority of or in the foregoing. The Issuer, the
Company and the Subsidiary Guarantors, as applicable, will also pay
and indemnify the Trustee and the Holders of the Secured Notes from
and against all court fees and taxes or other taxes and duties,
including interest and penalties, paid by any of them in any
jurisdiction in connection with any action permitted to be taken by
the Holders or the Trustee to create Liens on the Collateral or to
enforce the Obligations of the Company or the Subsidiary Guarantors
under the Secured Notes, this Indenture, the Guarantee, the
Subsidiary Guarantees, the Issuer Loans or the Security Agreements.

     (e)  Whenever there is mentioned, in any context, the payment of
principal, premium or interest in respect of any Secured Note or the
net proceeds received on the sale or exchange of any Secured Note,
such mention shall be deemed to include the payment of Additional
Amounts or Special Interest provided for in this Indenture to the
extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof pursuant to this Indenture.

                              ARTICLE V
        CONSOLIDATION, MERGER, CONVEYANCE, LEASE OR TRANSFER
                                  
     Section 5.1    Limitations on Mergers and Consolidations.

     (a)  Neither the Company nor any Subsidiary Guarantor (other
than any Subsidiary Guarantor that shall have been released from its
Subsidiary Guarantee pursuant to the provisions of this Indenture)
will consolidate with or merge into any Person, continue in another
jurisdiction, or sell, lease, convey, transfer or otherwise dispose
of all or substantially all of its assets to any Person, unless:

       (i)  the Person formed by or surviving such consolidation or merger
  (if other than the Company or such Subsidiary Guarantor, as the case
  may be), or to which such sale, lease, conveyance, transfer or other
  disposition shall be made (collectively, the "Successor"), is a
  corporation organized and existing under the laws of the United
  States or any State thereof or the District of Columbia (or,
  alternatively, in the case of a Subsidiary Guarantor organized under
  the laws of a jurisdiction outside the United States, a corporation
  organized and existing under the laws of such foreign jurisdiction),
  and the Successor assumes by supplemental indenture in a form
  satisfactory to the Trustee all of the applicable Obligations of the
  Issuer or such Subsidiary Guarantor, as the case may be, under this
  Indenture, the Guarantee, the Subsidiary Guarantees and the Issuer
  Secured Notes;
  
     (ii) immediately after giving effect to such transaction, no Default
  or Event of Default shall have occurred and be continuing; and

     (iii) in the case of the Company, immediately after giving effect
  to such transactions, the resulting, surviving or transferee Person
  would be able to incur at least $1.00 of Indebtedness pursuant to
  Section 4.9 (a) hereof.

     The provision of clause (iii) shall not apply to any merger or
consolidation into or with, or any such transfer of all or
substantially all of the property and assets of the Issuer or a
Restricted Subsidiary into the Company.

     (b)  The Issuer shall not consolidate or merge with or into any
other Person, continue in another jurisdiction, or convey, transfer or
lease any assets to any other Person (other than as permitted under
"Collateral").  The Issuer shall not become a Subsidiary of the
Company so long as any of the Company's 6 1/2% Senior Notes due 2003,
the Company's 6 3/4% Senior Notes due 2005, the Company's 6.95% Senior
Notes due 2008, the Company's 7 3/8% Senior Notes due 2018, the
Company's 9 1/8% Senior Notes due 2003, the Company's 9 1/2% Senior
Notes due 2008 or the New Senior Notes remain outstanding.

     (c)  In connection with any consolidation, merger, continuance,
transfer of assets or other transactions contemplated by this Section
5.1, the Issuer shall deliver, or cause to be delivered to the
Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, continuance, sale,
assignment, conveyance or transfer and the supplemental indenture in
respect thereto comply with the provisions of this Indenture and that
all conditions precedent in this Indenture relating to such
transactions have been complied with.

     (d)  Upon any transaction or series of transactions that are of the
type described in, and are effected in accordance with, this Section
5.1, the Successor shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or Subsidiary
Guarantor, as applicable, under this Indenture and the Secured Notes
with the same effect as if such Successor had been named as the
Company or Subsidiary Guarantor, as applicable, in this Indenture;
and when a Successor duly assumes all of the Obligations and
covenants of the Company or a Subsidiary Guarantor pursuant to this
Indenture and the Secured Notes, except in the case of a lease, the
predecessor Person shall be relieved of all such Obligations.

     Section 5.2    Successor Corporation Substituted.

     Upon any consolidation or merger by the Company with or into any
other corporation, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the
assets of the Company, in accordance with Section 5.1 hereof, the
successor corporation formed by such consolidation into or with which
the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition,
the provisions of this Indenture referring to "the Company" shall
refer instead to the Successor and not to the Company), and may
exercise every right and power of the Company under this Indenture
with the same effect as if such Successor had been named as the
Company herein; provided, however, that the predecessor of the
Company shall not be relieved from the obligation to pay the
principal, premium, if any, and interest and Special Interest, if
any, and Additional Amounts, if any, on the Secured Notes except in
the case of a sale of all of the Company's assets that meets the
requirements of Section 5.1 hereof.

     If the Successor shall have succeeded to and been substituted
for the Company, such Successor may cause to be signed, and may issue
either in its own name or in the name of the Company prior to such
succession any or all of the notation of Guarantee on the Secured
Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee.

     In case of any such consolidation, merger, continuance, sale,
transfer, conveyance or other disposal, such changes in phraseology
and form (but not in substance) may be made in the Secured Notes
thereafter to be issued or the Guarantee to be endorsed thereon as
may be appropriate.

     For all purposes of this Indenture and the Secured Notes,
Subsidiaries of any Successor will, upon such transaction or series
of transactions, become Restricted Subsidiaries or Unrestricted
Subsidiaries as provided pursuant to this Indenture and all
Indebtedness, and all Liens on the property or assets, of the
Successor and its Restricted Subsidiaries immediately prior to such
transaction or series of transactions shall be deemed to have been
incurred upon such transaction or series of transactions.

                             ARTICLE VI
                        DEFAULTS AND REMEDIES
                                  
     Section 6.1    Events of Default.

     Each of the following is an "Event of Default" hereunder:

     (a)  default in the payment of interest (including Special Interest
and Additional Amounts, if any) on the Secured Notes or an Issuer
Loan when due, continued for 30 days;

     (b)  (i)  default in the payment of principal of, or premium, if any,
  on, any Secured Note or Issuer Loan when due at its Stated Maturity,
  upon redemption, required repurchase, declaration of acceleration or
  otherwise; or

       (ii) the failure to redeem or purchase Secured Notes or the Issuer
  Loans when required pursuant to this Indenture or the Issuer Loan
  Agreements;
  
     (c)  the failure by the Company to comply with its obligations under
Sections 3.8, 3.9, 3.10, 4.8, 4.15 or 5.1;

     (d)  the failure by the Issuer, the Company and the Subsidiary
Guarantors to comply with its other agreements contained in this
Indenture or in the Security Agreements, or the occurrence of an
event of default under a Mortgage, and such failure or event of
default continues for 60 days after notice;

     (e)  default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness by the Company or any of its Restricted Subsidiaries (or
the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of this Indenture, which default
(i) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default
unless being contested in good faith by appropriate proceedings (a
``Payment Default'') or (ii) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the
principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so
accelerated, aggregates $20,000,000 or more; provided, however, that
a default under this clause (e) will not constitute an Event of
Default until the Trustee provides a written notice to the Issuer, or
the Holders of 25% in aggregate principal amount of the outstanding
Secured Notes provide a written notice to the Issuer and the Trustee,
of the default and the Issuer does not cure such default within the
time specified after receipt of such notice;

     (f)  failure by the Company or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $20,000,000, which
judgments are not paid, discharged or stayed for a period of 30 days;

     (g)  the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Issuer, the
Company or any Significant Subsidiary in an involuntary case or
proceeding under U.S. bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal, state, or foreign
bankruptcy, insolvency, or other similar law or (ii) a decree or
order adjudging the Issuer, the Company or any Significant Subsidiary
a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or
in respect of the Issuer, the Company or any Significant Subsidiary
under U.S. bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal, state or foreign bankruptcy, insolvency, or
similar law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the
Issuer, the Company or any Significant Subsidiary or of any
substantial part of the property or assets of the Issuer, the Company
or any Significant Subsidiary, or ordering the winding up or
liquidation of the affairs of the Issuer, the Company or any
Significant Subsidiary, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days;

     (h)  (i) the commencement by the Issuer, the Company or any
Significant Subsidiary of a voluntary case or proceeding under U.S.
bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal, state or foreign bankruptcy, insolvency or other
similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent; or (ii) the consent by the Issuer, the Company
or any Significant Subsidiary to the entry of a decree or order for
relief in respect of the Issuer, the Company or any Significant
Subsidiary in an involuntary case or proceeding under U.S. bankruptcy
laws, as now or hereafter constituted, or any other applicable
Federal, state, or foreign bankruptcy, insolvency or other similar
law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer, the Company or any Significant
Subsidiary; or (iii) the filing by the Issuer, the Company or any
Significant Subsidiary of a petition or answer or consent seeking
reorganization or relief under U.S. bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal, state or
foreign bankruptcy, insolvency or other similar law; or (iv) the
consent by the Issuer, the Company or any Significant Subsidiary to
the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Issuer, the Company or any
Significant Subsidiary or of any substantial part of the Property or
assets of the Issuer, the Company or any Significant Subsidiary, or
the making by the Issuer, the Company or any Significant Subsidiary
of an assignment for the benefit of creditors; or (v) the admission
by the Issuer, the Company or any Significant Subsidiary in writing
of its inability to pay its debts generally as they become due; or
(vi) the taking of corporate action by the Issuer, the Company or any
Significant Subsidiary in furtherance of any such action; or

     (i)  the Guarantee or any Subsidiary Guarantee ceases to be in full
force and effect (other than in accordance with the terms of this
Indenture and such Subsidiary Guarantee) or the Company or a
Subsidiary Guarantor denies or disaffirms its obligations under the
Guarantee or its Subsidiary Guarantee, as applicable; or

     (j)  the Liens under the Security Agreements shall, at any time,
cease to be in full force and effect for any reason (other than by
operation of the provisions of this Indenture and the Security
Agreements) other than the satisfaction in full of all obligations
under this Indenture and discharge of this Indenture, or any Lien
created thereunder shall be declared invalid or unenforceable or the
Issuer, the Company or any Subsidiary Guarantor shall assert, in any
pleading in any court of competent jurisdiction, that any such Lien
is invalid or unenforceable.

     Section 6.2    Acceleration.

     If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.1) occurs and is
continuing, then and in every such case the Trustee or the Holders of
not less than 25% of the outstanding aggregate principal amount at
Stated Maturity of the Secured Notes, may declare the principal
amount at Stated Maturity of, premium, if any, and any accrued and
unpaid interest (and Special Interest, if any) on all such Secured
Notes then outstanding to be immediately due and payable by a notice
in writing to the Issuer (and to the Trustee if given by Holders of
such Secured Notes), and upon any such declaration all amounts
payable in respect of the Secured Notes will become and be
immediately due and payable. If any Event of Default specified in
clause (g) or (h) of Section 6.1 occurs, the principal amount at
Stated Maturity of, premium, if any, and any accrued and unpaid
interest (including Special Interest, if any) on, the Secured Notes
then outstanding shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of
such Secured Notes. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) of Section 6.1
has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default
triggering such Event of Default pursuant to clause (e) of
Section 6.1 shall be remedied or cured or waived by the holders of
the relevant Indebtedness within 30 days after such event of default;
provided that no judgment or decree for the payment of the money due
on the Secured Notes has been obtained by the Trustee as provided in
this Indenture.

     After any such acceleration, but before a judgment or decree
based on acceleration, Holders of a majority in principal amount at
Stated Maturity of the outstanding Secured Notes by notice to the
Issuer and the Trustee may rescind an acceleration and its
consequences if:

     (a)  the Issuer or any Guarantor has paid or deposited with the
Trustee a sum sufficient to pay

          (i)  all money paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursement and advances of the
     Trustee, its agents and counsel, and any other amounts due to the
     Trustee under Section 7.7;
      
          (ii) all overdue installments of interest and Special Interest, if
     any, on, and any other amounts due in respect of, all Secured Notes;
          
          (iii)  the principal of (and premium, if any, on) any Secured
     Notes that have become due otherwise than by such declaration of
     acceleration and interest thereon at the rate or rates prescribed
     therefor in the Secured Notes and this Indenture; and
          
          (iv) to the extent that payment of such interest is lawful, interest
     upon Defaulted Interest at the rate or rates prescribed therefor in
     the Secured Notes and this Indenture;
          
     (b)  all Events of Default, other than the nonpayment of principal of
Secured Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 6.4;

     (c)  the annulment of such acceleration would not conflict with any
judgment or decree of a court of competent jurisdiction; and

     (d)  the Issuer has delivered an Officers' Certificate to the Trustee
to the effect of clauses (b) and (c) of this sentence.

     No such rescission shall affect any subsequent Default or impair
any right consequent thereto.
     
     Section 6.3    Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of,
premium, on, if any, any interest on, Special Interest, if any, on,
Additional Amounts, if any, with regard to, and any other amounts
owing and unpaid on, the Secured Notes or to enforce the performance
of any provision of the Secured Notes, the Security Agreements or
this Indenture.

     The Trustee may maintain a proceeding even if it does not
possess any of the Secured Notes or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Holder of a
Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

     Section 6.4    Waiver of Past Defaults.

     Subject to Section 6.7 hereof, Holders of not less than a
majority in aggregate principal amount of the then outstanding
Secured Notes by notice to the Trustee may on behalf of the Holders
of all of the Secured Notes waive an existing Default or Event of
Default and its consequences hereunder, except (i) an existing
Default or Event of Default in the payment of the principal of,
premium, if any, on, or interest and Special Interest, if any, on,
the Secured Notes (including in connection with an offer to purchase)
or (ii) an existing Default or Event of Default in respect of a
provision that under Section 10.2 cannot be amended without the
consent of each Holder affected thereby. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of
this Indenture and the Security Agreements; but no such waiver shall
extend to any subsequent or other Default or impair any right
consequent thereon.

     Section 6.5    Control By Majority.

     The Holders of a majority in aggregate principal amount of the
Secured Notes then outstanding may direct the time, method and place
of conducting any proceeding for exercising any remedy available to
the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or the Security Agreements or,
subject to Section 7.1 hereof, that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Secured Notes or
that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed by the Trustee that is not
inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

     Section 6.6    Limitation on Suits.

     No Holder of any Secured Note shall have the right to institute
any proceeding, judicial or otherwise, with respect to this
Indenture, the Guarantee, the Secured Notes or the Security
Agreements, or for the appointment of a receiver or a trustee, or for
any other remedy, unless:

     (a)  the Holder of a Secured Note has given to the Trustee written
notice of a continuing Event of Default;

     (b)  a Holder or Holders of at least 25% in principal amount of the
then outstanding Secured Notes make a written request to the Trustee
to pursue the remedy;

     (c)  such Holder of a Secured Note or Holders of Secured Notes offer
and, if requested, provide to the Trustee indemnity satisfactory to
the Trustee against any loss, liability or expense;

     (d)  the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the
provision of indemnity; and

     (e)  during such 60-day period the Holders of a majority in principal
amount of the Secured Notes then outstanding do not give the Trustee
a direction inconsistent with the request;

in any event, it being understood and intended that no one or
more Holders of Secured Notes shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this
Indenture or the Security Agreements to affect, disturb or prejudice
the rights of any Holders of Secured Notes, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture or the Security Agreements,
except in the manner herein provided and for the equal and ratable
benefit of all Holders of Secured Notes.

     A Holder of a Secured Note may not use this Indenture or any
Security Agreement to prejudice the rights of another Holder of a
Secured Note or to obtain a preference or priority over another
Holder of a Secured Note.

     Section 6.7    Rights of Holders of Secured Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right
of any Holder to receive payment of principal of, premium, if any,
on, Additional Amounts, if any, on, and interest and Special
Interest, if any, on, the Secured Notes held by such Holder, on or
after the respective due dates expressed in the Secured Note or this
Indenture (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the
consent of such Holder; except that no Holder shall have the right to
institute any such suit, if and to the extent that the institution or
prosecution thereof or the entry of judgment therein would under
applicable law result in the surrender, impairment, waiver, or loss
of the Liens of the Security Agreements upon any property or assets
subject to the Liens.

     Section 6.8    Collection Suit by Trustee.

     If an Event of Default specified in Section 6.1(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Issuer
for the whole amount of principal of, premium, if any, on, interest
and Special Interest, if any, and Additional Amounts, if any,
remaining unpaid on, the Secured Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount
as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other
amounts due to the Trustee under Section 7.7.

     Section 6.9    Trustee May File Proofs of Claim.

     The Trustee shall be entitled and empowered, without regard to
whether the Trustee or any Holder shall have made any demand or
performed any other act pursuant to the provisions of this Article
and without regard to whether the principal of the Secured Notes
shall then be due and payable as therein expressed or by declaration
or otherwise, by intervention in any proceedings relative to the
Issuer, the Company or any Obligor upon the Secured Notes, or to the
creditors or property or assets of the Issuer, the Company, any
Subsidiary Guarantor or any other Obligor or otherwise, to take any
and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be entitled and
empowered in such instances:

     (a)  to file and prove a claim or claims for the whole amount of
principal (and premium, if any), interest, Additional Amounts, if
any, Special Interest, if any, and any other amounts owing and unpaid
in respect of the Secured Notes, and to file such other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee (including all amounts owing to the Trustee and
each predecessor Trustee pursuant to Section 7.7 hereof) and of the
Holders allowed in any judicial proceedings relative to the Issuer,
the Company or other Obligor upon the Secured Notes, or to the
creditors or property of the Issuer, the Company, any Subsidiary
Guarantor or any such other Obligor;

     (b)  unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of the Secured Notes in any election of a
trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or Person
performing similar functions in comparable proceedings; and

     (c)  to collect and receive any moneys or other property or assets
payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Holders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator,
custodian or other similar official is hereby authorized by each of
the Holders to make payments to the Trustee, and, in the event that
the Trustee shall consent to the making of payments directly to the
Holders, to pay to the Trustee such amounts as shall be sufficient to
cover all amounts owing to the Trustee and each predecessor Trustee
pursuant to Section 7.7 hereof.

     Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Secured Notes or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.

     In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party), the Trustee shall
be held to represent all the Holders of the Secured Notes, and it
shall not be necessary to make any Holders of the Secured Notes
parties to any such proceedings.

     Section 6.10   Priorities.

     If the Trustee collects any money or property pursuant to this
Article (including funds received from collateral agents and escrow
agents pursuant to the Security Agreements), it shall pay out the
money or property in the following order:

     First:  to the Trustee, its agents and attorneys for amounts due
under Section 7.7 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;

     Second:  to Holders of Secured Notes for amounts due and unpaid
on the Secured Notes for principal, premium, if any, interest,  and
Special Interest, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Secured
Notes for principal (premium, if any), interest, and Special
Interest, if any, and Additional Amounts, if any, respectively; and

     Third:  to the Issuer or to the Company or Subsidiary Guarantors
or to such other party as a court of competent jurisdiction shall
direct.

     The Trustee may fix a record date and payment date for any
payment to Holders of Secured Notes pursuant to this Section 6.10. At
least 15 days before such record date, the Issuer shall mail to each
Holder and the Trustee a notice that states the record date, the
payment date and amount to be paid. The Trustee may mail such notice
in the name and at the expense of the Issuer.

     Section 6.11   Undertaking For Costs.

     In any suit for the enforcement of any right or remedy under
this Indenture and the Security Agreements or in any suit against the
Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder of a Secured Note pursuant to Section 6.7
hereof, or a suit by Holders of more than 10% in aggregate principal
amount of the then outstanding Secured Notes.

     Section 6.12   Restoration of Rights and Remedies.

     If the Trustee or any Holder of Secured Notes has instituted any
proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then
and in every such case the Issuer, the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding has been
instituted.

     Section 6.13   Rights and Remedies Cumulative.

     Except as otherwise provided in Section 2.7 hereof, no right or
remedy conferred herein, or in the Security Agreements, upon or
reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

     Section 6.14   Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any
Secured Note to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article VI, by the Security
Agreements, or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.

                             ARTICLE VII
                               TRUSTEE
                                  
     Section 7.1    Duties of Trustee.

     (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their
exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

     (b)  Except during the continuance of an Event of Default:

          (i)  the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform
     only those duties that are specifically set forth in this Indenture
     and no others, and no implied covenants or obligations shall be read
     into this Indenture against the Trustee; and
          
          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements
     of this Indenture. However, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to
     the requirements of this Indenture.
          
     (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own
willful misconduct, except that:

          (i)  this paragraph does not limit the effect of paragraph (b) of
     this Section;
          
          (ii) the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and
          
          (iii)  the Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 6.5 hereof.
          
     (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

     (e)  No provision of this Indenture or the Security Agreements shall
require the Trustee to expend or risk its own funds or incur any
liability. The Trustee shall be under no obligation to exercise any
of its rights and powers under this Indenture or the Security
Agreements at the request of any Holders, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the
Issuer and the Company. Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.

     (g)  Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section and to the
provisions of the Trust Indenture Act.

     Section 7.2    Rights of Trustee.

     (a)  Subject to the provisions of Section 7.1(a) hereof, the Trustee
may rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers' Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the oral or written
advice of such counsel or any Opinion of Counsel with respect to
legal matters relating to this Indenture, the Security Agreements and
the Secured Notes shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

     (c)  The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any attorney
or agent appointed with due care.

     (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture; provided,
however, that the Trustee's conduct does not constitute willful
misconduct or negligence.

     (e)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction.

     (f)  Except with respect to Section 4.1 hereof, the Trustee shall
have no duty to inquire as to the performance of the Issuer's
covenants in Article 4 hereof. In addition, the Trustee shall not be
deemed to have knowledge of any Default or Event of Default except
(i) any Event of Default occurring pursuant to Sections 6.1(a)
(except that the Trustee shall not be deemed to have knowledge of a
default in the payment of Special Interest or Additional Amounts) or
6.1(b), or (ii) any Default or Event of Default of which a
Responsible Officer of the Trustee shall have received written
notification; provided that the Trustee shall comply with the
"automatic stay" provisions contained in U.S. bankruptcy laws, if
applicable. As used herein, the term "actual knowledge" means the
actual fact or statement of knowing, without any duty to make any
investigation with regard thereto.

     (g)  Prior to the occurrence of an Event of Default hereunder and
after the curing and waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or
document unless requested in writing to do so by the Holders of not
less than a majority in aggregate principal amount of the Secured
Notes then outstanding; provided that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of
every such examination shall be paid by the Issuer or, if advanced by
the Trustee, shall be repaid by the Issuer upon demand.  The Trustee
shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions, or agreements on the part of
the Issuer, except as otherwise set forth herein, but the Trustee
may, in its discretion, make such further inquiry or investigation
into such facts or matters as it may see fit and if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Issuer
personally or by agent or attorney.

     (h)  The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

     (i)  The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty.

     Section 7.3    Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become
the owner or pledgee of Secured Notes and may otherwise deal with the
Issuer, the Company or any Affiliate of the Issuer or the Company
with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest (as
defined in the Trust Indenture Act) it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue as
Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

     Section 7.4    Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the
Security Agreements, the Guarantee, any Subsidiary Guarantee or the
Secured Notes, it shall not be accountable for the Company's use of
the proceeds from the Issuer Loans or any money paid to the Issuer or
the Company or upon the Company's direction under any provision of
this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Secured Notes or any other document in
connection with the sale of the Secured Notes, any Security Agreement
or pursuant to this Indenture or the Security Agreements, other than
its certificate of authentication.

     Section 7.5    Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to Holders of
Secured Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on
any Secured Note (including payments pursuant to the mandatory
repurchase provisions of such Secured Notes, if any), the Trustee may
withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Secured Notes.

     Section 7.6    Reports by Trustee to Holders of the Secured Notes.

     Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Secured
Notes remain outstanding, the Trustee shall mail to the Holders of
the Secured Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section  313(b). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

     A copy of each report at the time of its mailing to the Holders
of Secured Notes shall be mailed to the Issuer and filed with the
Commission and each stock exchange on which the Secured Notes are
listed in accordance with TIA Section 313(d). The Issuer shall
promptly notify the Trustee whenever the Secured Notes become listed
on any stock exchange and of any delisting thereof.

     Section 7.7    Compensation and Indemnity.

     The Issuer and the Company shall pay to the Trustee promptly
from time to time such compensation for its acceptance of this
Indenture and services hereunder as agreed to by the parties from
time to time.  The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it,
including the costs of collection, in addition to the compensation
for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and
counsel.

     The Issuer and the Company shall indemnify the Trustee against
any and all losses, liabilities or expenses (including reasonable
attorneys' fees) incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against
the Issuer (including this Section 7.7) and defending itself against
any claim (whether asserted by the Issuer or any Holder or any other
Person) or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence
or bad faith. The Trustee shall notify the Issuer and the Company
promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer or the Company shall not relieve the
Issuer and the Company of their respective obligations hereunder. The
Issuer shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Issuer shall
pay the reasonable fees and expenses of such counsel. The Issuer need
not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

     The obligations of the Issuer under this Section 7.7 shall
survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

     To secure the Issuer's payment obligations in this Section, the
Trustee shall have a Lien prior to the Secured Notes on all money or
property held or collected by the Trustee, except that held in trust
to pay principal and interest on particular Secured Notes. Such Lien
shall be a Lien permitted by this Indenture and shall survive the
satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an
Event of Default specified in Sections 6.1(g) or 6.1(h) hereof
occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any applicable bankruptcy
laws.

     The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

     Section 7.8    Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor
Trustee's acceptance of appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Issuer. The Holders
of Secured Notes of a majority in principal amount of the then
outstanding Secured Notes may remove the Trustee by so notifying the
Trustee and the Issuer in writing. If at any time:

     (a)  the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act after written request thereof by the Issuer or by
any Holder who has been a bona fide Holder of a Secured Note for at
least six months, unless the Trustee's duty to resign is stayed in
accordance with the provisions of TIA Section 310(b); or

     (b)  the Trustee shall cease to be eligible under Section 7.10 hereof
and shall fail to resign after written request therefor by the Issuer
or by any Holder; or

     (c)  the Trustee shall become incapable of acting or a decree or
order for relief by a court having jurisdiction in the premises shall
have been entered in respect of the Trustee in an involuntary case
under the U.S. bankruptcy laws, as now or hereinafter constituted, or
a decree or order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trustee or of its property and assets or affairs, or
any public officer shall take charge or control of the Trustee or of
its property and assets or affairs for the purpose of rehabilitation,
conservation, winding-up or liquidation; or

     (d)  the Trustee shall commence a voluntary case under the U.S.
bankruptcy laws, as now or hereafter constituted, or shall consent to
the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trustee or of its property and assets or affairs, or
shall make an assignment for the benefit of creditors, or shall admit
in writing its inability to pay its debts generally as they become
due, or shall take corporate action in furtherance of any such
action; or

     (e)  the Trustee becomes incapable of acting,

then, in any such case, (i) the Issuer by a Board Resolution may
remove the Trustee with respect to the Secured Notes, or (ii) subject
to Section 6.11 hereof, any Holder who has been a bona fide Holder of
a Secured Note for at least six months may, on behalf of such Holder
and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee for the Secured Notes.

     If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuer shall promptly
appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount
of the then outstanding Secured Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuer.

     If a successor Trustee does not take office within 60 days after
the retiring Trustee notifies the Issuer of its resignation or is
removed, the retiring Trustee, the Issuer, or the Holders of Secured
Notes of at least 10% in principal amount of the then outstanding
Secured Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

     If the Trustee, after written request by any Holder of a Secured
Note who has been a Holder of a Secured Note for at least six months,
fails to comply with Section 7.10, such Holder of a Secured Note may
petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders of the
Secured Notes. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided
that all sums owing to the Trustee hereunder have been paid and
subject to the Lien provided for in Section 7.7 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Issuer's obligations under Section 7.7 hereof shall continue
for the benefit of the retiring Trustee.

     Section 7.9    Successor Trustee by Merger, Etc.

     If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business
to, another corporation, the successor entity without any further act
shall be the successor Trustee.

     In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the
trusts created by this Indenture any of the Secured Notes shall have
been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Secured Notes so authenticated;
and in case at that time any of the Secured Notes shall not have been
authenticated, any successor to the Trustee may authenticate such
Secured Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the
Secured Notes or in this Indenture provided that the certificate of
the Trustee shall have.

     Section 7.10   Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $75,000,000 as set
forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall
be excluded from the operation of TIA Section 310(b)(1) any indenture
or indentures under which other securities or certificates of
interest or participation in other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

     Section 7.11   Preferential Collection of Claims Against the Issuer.

     The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated therein.

                            ARTICLE VIII
                     SATISFACTION AND DISCHARGE
                                  
     Section 8.1    Satisfaction and Discharge.

     This Indenture shall upon the request of the Issuer cease to be
of further effect (except as to surviving rights of registration of
transfer, substitution or exchange of Secured Notes herein expressly
provided for, the Issuer's and the Company's obligations under
Sections 7.7 and 8.4 hereof, the Issuer's rights of optional
redemption under Article III hereof, and the Issuer's, the Trustee's
and the Paying Agent's obligations under Section 8.3 hereof) and the
Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this
Indenture when:

     (a)  either

       (i)  all outstanding Secured Notes have been delivered to the Trustee
  for cancellation; or
  
      (ii) all such Secured Notes not theretofore delivered to the Trustee
  for cancellation have become due and payable, will become due and
  payable within one year or are to be called for redemption within one
  year under irrevocable arrangements satisfactory to the Trustee for
  the giving of notice of redemption by the Trustee in the name and at
  the expense of the Issuer, and the Issuer has irrevocably deposited
  or caused to be deposited with the Trustee funds in an amount
  sufficient to pay and discharge the entire debt on the Secured Notes
  not theretofore delivered to the Trustee for cancellation, for
  principal of (premium, if any, on) and interest (including Additional
  Amounts and Special Interest, if any) to the date of deposit or
  Maturity or date of redemption;

     (b)  the Issuer has paid or caused to be paid all sums then due and
payable by the Issuer under this Indenture; and

     (c)  the Issuer has delivered an Officers' Certificate and an Opinion
of Counsel relating to compliance with the conditions set forth in
this Indenture.

     Notwithstanding the satisfaction and discharge of this
Indenture, the Issuer's obligations in Sections 2.3, 2.4, 2.6, 2.7,
2.11, 2.13, 4.23, 7.7, 7.8, 8.2, 8.3 and 8.4, and the Trustee's and
Paying Agent's obligations in Section 8.3 shall survive until the
Secured Notes are no longer outstanding.  Thereafter, only the
Issuer's obligations in Sections 7.7, 8.3 and 8.4 and the Trustee's
and Paying Agent's obligations in Section 8.3 shall survive.

     In order to have money available on a payment date to pay
principal (and premium, if any, on) or interest (and Additional
Amounts, if any, and Special Interest, if any) on the Secured Notes,
the U.S. Government Obligations shall be payable as to principal (and
premium, if any) or interest (and Additional Amounts, if any, and
Special Interest, if any) at least one Business Day before such
payment date in such amounts as will provide the necessary money.
U.S. Government Obligations shall not be callable at the Issuer's
option.

     Section 8.2    Application of Trust Money.

     All money deposited with the Trustee pursuant to Section 8.1
shall be held in trust and, at the written direction of the Issuer,
be invested prior to maturity in non-callable U.S. Government
Obligations, and applied by the Trustee in accordance with the
provisions of the Secured Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest (and Additional Amounts, if any, and
Special Interest, if any) for the payment of which money has been
deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.

     Section 8.3    Repayment of the Issuer.

     The Trustee and the Paying Agent shall promptly pay to the
Issuer upon written request any excess money or securities held by
them at any time.

     The Trustee and the Paying Agent shall pay to the Issuer upon
written request any money held by them for the payment of principal
or interest that remains unclaimed for two years after the date upon
which such payment shall have become due; provided that the Issuer
shall have either caused notice of such payment to be mailed to each
Holder of the Secured Notes entitled thereto no less than 30 days
prior to such repayment or within such period shall have published
such notice in a financial newspaper of widespread circulation
published in The City of New York, including, without limitation, The
Wall Street Journal (national edition). After payment to the Issuer,
Holders entitled to the money must look to the Issuer for payment as
general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

     Section 8.4    Reinstatement.

     If the Trustee or Paying Agent is unable to apply any  money or
U.S. Government Obligations in accordance with Section 8.1 by reason
of any legal proceeding or by reason of any order or judgment of any
court of governmental authority enjoining, restraining or otherwise
prohibiting such application, the Issuer's, the Company's and
Subsidiary Guarantor's obligations under this Indenture, the Secured
Notes, the Security Agreements and the Subsidiary Guarantees shall be
revived and reinstated as though no deposit has occurred pursuant to
Section 8.1 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in
accordance with Section 8.2; provided, however, that if the Issuer,
the Company or a Subsidiary Guarantor has made any payment of
interest (including Special Interest and Additional Amounts, if any)
on or principal of any Secured Notes because of the reinstatement of
their Obligations, the Issuer, the Company or such Subsidiary
Guarantor shall be subrogated to the rights of the Holders of such
Secured Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                             ARTICLE IX
                 DEFEASANCE AND COVENANT DEFEASANCE
                                  
     Section 9.1    Option to Effect Defeasance or Covenant Defeasance.

     The Issuer may, at the option of its Board of Directors
evidenced by a Board Resolution, at any time, elect to have either
Section 9.2 or 9.3 hereof be applied to all outstanding Secured Notes
upon compliance with the conditions set forth below in this Article 9.

     Section 9.2    Defeasance and Discharge.

     Upon the Issuer's exercise under Section 9.1 hereof of the
option applicable to this Section 9.2, the Issuer, the Company and
the Subsidiary Guarantors, if any, shall, subject to the satisfaction
of the conditions set forth in Section 9.4 hereof, be deemed to have
been discharged from their respective Obligations with respect to all
outstanding Secured Notes, this Indenture and the Guarantee and the
Subsidiary Guarantees, if any, on the date the conditions set forth
below are satisfied (hereinafter, "Defeasance"). For this purpose,
Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding
Secured Notes and the Issuer, the Company and the Subsidiary
Guarantors shall be deemed to have satisfied all of their obligations
under such Secured Notes, this Indenture, the Security Agreements and
the Subsidiary Guarantees (and the Trustee, at the expense of the
Issuer, shall execute proper instruments acknowledging the same),
subject to the following which shall survive until otherwise
terminated or discharged hereunder:

     (a)  the rights of Holders of such Secured Notes to receive, solely
from the trust fund described in Section 9.4 hereof and as more fully
set forth in Section 9.4, payments in respect of the principal and of
and any premium and interest (including Special Interest, if any, and
Additional Amounts, if any) on such Secured Notes when payments are
due, (but not a Redemption upon an Event of Loss or upon a Sale of a
Mortgaged Rig, the Change of Control Purchase Price or the Excess
Proceeds Offer Amount);

     (b)  the Issuer's obligations with respect to such Secured Notes
under Sections 2.6, 2.7, 2.10, and 4.2 hereof;

     (c)  the rights, powers, trusts, duties and immunities of the Trustee
under this Indenture;
 
     (d)  Article III hereof other than Sections 3.8, 3.9 and 3.10
thereof; and

     (e)  this Article IX.

     Subject to compliance with this Article 9, the Issuer may
exercise its option under this Section 9.2 notwithstanding the prior
exercise of its option under Section 9.3 hereof.

     Section 9.3    Covenant Defeasance.

     Upon the Issuer's exercise under Section 9.1 hereof of the
option applicable to this Section 9.3, (i) the Issuer and the
Guarantor shall, subject to the satisfaction of the conditions set
forth in Section 9.4 hereof, be released from its obligations under
the covenants contained in Sections 3.8, 3.9, 4.4, 4.6, 4.8, 4.9,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20
and Section 5.1(a)(iii) hereof and any covenant added to this
Indenture subsequent to the Issue Date pursuant to Section 10.1
hereof with respect to the outstanding Secured Notes and (ii) the
occurrence of any event specified in Section 6.1(c) or 6.1(d) hereof,
with respect to any of Sections 4.4, 4.6, 4.8, 4.9, 4.10, 4.11, 4.12,
4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20] and Section
5.1(a)(iii) hereof, and any covenant added to this Indenture
subsequent to the Issue Date pursuant to Section 10.1 hereof, shall
be deemed not to be or result in an Event of Default, in each case
with respect to such Secured Notes as provided in this Section 9.3 on
and after the date on which the conditions set forth in Section 9.4
hereof are satisfied, and the Secured Notes shall thereafter be
deemed not "outstanding" for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be
deemed "outstanding" for all other purposes hereunder (it being
understood that such Secured Notes shall not be deemed outstanding
for accounting purposes). For this purpose, "Covenant Defeasance"
means that, with respect to the outstanding Secured Notes, the
Issuer, the Company and the Subsidiary Guarantors may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant (to the extent so specified
in the case of Section 6.1(c) or 6.1(d) hereof), whether directly or
indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under
Section 6.1 hereof, but, except as specified above, the remainder of
this Indenture, the Security Agreements, the Subsidiary Guarantees
and the Secured Notes shall be unaffected thereby.

     Section 9.4    Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of
either Section 9.2 or 9.3 hereof to the outstanding Secured Notes:

     In order to exercise either Defeasance or Covenant Defeasance:

     (a)  the Issuer shall irrevocably have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for,
and dedicated solely to the benefits of the Holders of such Secured
Notes, (i) money in an amount, or (ii) U.S. Government Obligations
which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not
later than one Business Day before the due date of any payment, money
in an amount, or (iii) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge the principal
of (premium, if any, on) and any installment of interest on and
Special Interest, if any, on the Secured Notes at the Maturity
thereof or Redemption Date therefor in accordance with the terms of
this Indenture and the Secured Notes;

     (b)  in the case of an election under Section 9.2 hereof, the Issuer
shall have delivered to the Trustee an Opinion of Counsel confirming
that (A) the Issuer has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of
this Indenture, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of
the outstanding Secured Notes will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such Defeasance
and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case
if such Defeasance had not occurred;

     (c)  in the case of an election under Section 9.3 hereof, the Issuer
shall have delivered to the Trustee an Opinion of Counsel confirming
that the Holders of the outstanding Secured Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result
of such Covenant Defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred;

     (d)  no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event
of Default resulting from the incurrence of Indebtedness all or a
portion of the proceeds of which will be used to defease the Secured
Notes pursuant to this Article 9 concurrently with such incurrence)
or insofar as Section 6.1(g) or 6.1(h) hereof is concerned, shall
have occurred at any time on or prior to the 91st day after the date
of such deposit and be continuing on such 91st day (it being
understood that this condition shall not be deemed satisfied until
after such 91st day);

     (e)  such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the
Issuer, the Company or any of the Company's Subsidiaries is a party
or by which the Issuer, the Company or any of the Company's
Subsidiaries is bound;

     (f)  such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming for the purpose of this clause (f) that
all Secured Notes are in default within the meaning of such Act);

     (g)  such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment Issuer
within the meaning of the Investment Issuer Act of 1940, as amended,
unless such trust shall be registered under such Act or exempt from
registration thereunder;

     (h)  the Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that on the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

     (i)  the Issuer shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the Holders over any other creditors of the
Issuer or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Issuer; and

     (j)  the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Defeasance or
the Covenant Defeasance have been complied with.

     Section 9.5    Deposited Money and U.S. Government Obligations To Be
                    Held in Trust; Other Miscellaneous Provisions.

     Subject to Section 9.6 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of
this Section 9.5, the "Trustee") pursuant to Section 9.4 hereof in
respect of the outstanding Secured Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such
Secured Notes and this Indenture, to the payment, either directly or
through any such Paying Agent as the Trustee may determine, to the
Holders of such Secured Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest
(including Special Interest, if any), but such money need not be
segregated from other funds except to the extent required by law.

     The Issuer shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 9.4 hereof or
the principal and interest received in respect thereof.

     Anything in this Article 9 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the
request of the Issuer any money or U.S. Government Obligations held
by it as provided in Section 9.4 hereof which, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee
(which may be the opinion delivered under Section 9.4(a) hereof), are
in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance.

     Section 9.6    Repayment to the Issuer.

     Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal
of, premium, if any, Additional Amounts, if any, Special Interest, if
any, or interest on any Secured Note and remaining unclaimed for two
years after such principal, and premium, if any Special Interest, if
any, or interest has become due and payable shall be paid to the
Issuer on its request or (if then held by the Issuer) shall be
discharged from such trust; and the Holder of such Secured Note shall
thereafter, as a creditor, look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as
trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuer cause to be published
once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer.

     Section 9.7    Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with
Section 9.2 or 9.3 hereof, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the
Issuer's Obligations under this Indenture and the Secured Notes shall
be revived and reinstated as though no deposit had occurred pursuant
to Section 9.2 or 9.3 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section
9.2 or 9.3 hereof, as the case may be; provided, however, that, if
the Issuer makes any payment of principal of, premium, if any,
interest, Special Interest, if any, on any Secured Note following the
reinstatement of its Obligations, the Issuer shall be subrogated to
the rights of the Holders of such Secured Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                              ARTICLE X
                  AMENDMENT, SUPPLEMENT AND WAIVER
                                  
     Section 10.1   Without Consent of Holders of Secured Notes.

     Notwithstanding Section 10.2 of this Indenture, the Issuer, the
Company, the Subsidiary Guarantors, if any, and the Trustee may amend
or supplement this Indenture or the Secured Notes without the consent
of any Holder of a Secured Note:

     (a)  to evidence the succession of another Person to the Issuer and
the Company and the assumption by such successor of the covenants and
Obligations of the Issuer under this Indenture and contained in the
Secured Notes or the Security Agreements and of the Company contained
in this Indenture and the Guarantee, or in the Security Agreements;

     (b)  to add to the covenants of the Issuer or the Company, for the
benefit of Holders, or to surrender any right or power conferred upon
the Issuer or the Company by this Indenture or the Security
Agreements;

     (c)  to add any additional Events of Default;

     (d)  to provide for uncertificated Secured Notes in addition to or in
place of Certificated Secured Notes (provided that the uncertificated
Secured Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated
Secured Notes are described in Section 163(f)(2)(B) of the Code);

     (e)  to evidence and provide for the acceptance of appointment under
this Indenture by the successor Trustee;

     (f)  to add additional security for the Secured Notes to secure or
add additional security for the Guarantee and/or the Subsidiary
Guarantees;

     (g)  to cure any ambiguity, to correct or supplement any provision in
this Indenture or the Security Agreements, which may be inconsistent
with any other provision herein or therein or to add any other
provisions with respect to matters or questions arising under this
Indenture or the Security Agreements, provided that such actions will
not adversely affect the interests of Holders in any material
respect;

     (h)  to add or release any Subsidiary Guarantor pursuant to the terms
of this Indenture; or

     (i)  to comply with the requirements of the SEC to effect or maintain
the qualification of this Indenture under the Trust Indenture Act.

     Upon the request of the Issuer accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described
in Section 10.7 hereof, the Trustee shall join with the Issuer in the
execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

     Section 10.2   With Consent of Holders of Secured Notes.

     Except as provided below in this Section 10.2, the Issuer, the
Company, the Subsidiary Guarantors, if any, and the Trustee may amend
or supplement this Indenture and the Secured Notes may be amended or
supplemented with the consent of the Holders of at least a majority
in aggregate principal amount at Stated Maturity of the Secured Notes
then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Secured Notes), and, subject
to Sections 6.4 and 6.7 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of
the principal of, premium, if any, or, interest on, or Special
Interest, if any, and Additional Amounts, if any, on, the Secured
Notes, except a payment default resulting from an acceleration that
has been rescinded) or compliance with any provision of this
Indenture, the Security Agreements or the Secured Notes may be waived
with the consent of the Holders of a majority in aggregate principal
amount at Stated Maturity of the then outstanding Secured Notes
(including consents obtained in connection with a tender offer or
exchange offer for the Secured Notes).

     Upon the request of the Issuer accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Secured
Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 10.7 hereof, the Trustee shall join with the
Issuer, the Company and the Subsidiary Guarantors, if any, in the
execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of
Secured Notes under this Section 10.2 to approve the particular form
of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section
becomes effective, the Issuer shall mail to the Holders of Secured
Notes affected thereby a notice briefly describing the amendment,
supplement or waiver.  Any failure of the Issuer to mail such notice,
or any defect therein, shall not, however, in any way impair or
affect the validity of any such amended or supplemental Indenture or
waiver.  Subject to Sections 6.4 and 6.7 hereof, the Holders of a
majority in aggregate principal amount of the Secured Notes then
outstanding may waive compliance in a particular instance by the
Issuer with any provision of this Indenture or the Secured Notes.
However, without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Secured Notes held by a non-
consenting Holder):

     (a)  reduce the amount of Secured Notes whose Holders must consent to
an amendment;

     (b)  reduce the rate of or extend the time for payment of interest on
any Secured Note or any Issuer Loan;

     (c)  reduce the principal of or extend the Stated Maturity of any
Secured Note or any Issuer Loan;

     (d)  modify the obligations of Issuer to make mandatory redemptions
or otherwise reduce the premium payable upon the redemption of any
Secured Note or change the time at which any Secured Note may be or
is required to be redeemed as described under Article III;

     (e)  modify the obligations of the Company to make mandatory
repayments or change the time at which an Issuer Loan may be or is
required to be repaid under Article III;

     (f)  make any Secured Note payable in money other than that stated in
the Secured Note;

     (g)  impair the right of any Holder of the Secured Notes to receive
payment of principal of and interest on such Holder's Secured Notes
on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder's
Secured Notes;

     (h)  make any change in the amendment provisions which require each
Holder's consent or in the waiver provisions;

     (i)  make any change in the Guarantee or any Security Agreement or
Issuer Loan Agreement that would adversely affect the Noteholders or
terminate the Lien of this Indenture or any Security Agreement on any
property at any time subject thereto or deprive the Holders of the
security afforded by the Lien of this Indenture or the Security
Agreements or the Issuer of the Liens securing the Issuer Loans;

     (j)  modify the Obligations of the Issuer to make offers to purchase
Secured Notes upon a Change of Control;

     (k)  subordinate in right of payment the Secured Notes, the Guarantee
or the Subsidiary Guarantees to any other Indebtedness;

     (l)  amend, supplement or otherwise modify the provisions of this
Indenture relating to the Guarantee; or

     (m)  make any change in Sections 6.4 or 6.7 or modify any of the
provisions of this Section 10.2 (except to increase any percentage
set forth therein or herein).

     Upon the request of the Issuer accompanied by a Board Resolution
of each the Issuer and the Company authorizing the execution of any
such amended or supplemental Indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Secured Notes as aforesaid, and upon receipt by the Trustee
of the documents described in Section 7.2 hereof, the Trustee shall
join with the Issuer and the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

     It shall not be necessary for the consent of the Holders of
Secured Notes under this Section 10.2 to approve the particular form
of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.

     Section 10.3   Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this
Article X, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Secured Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound
thereby. After a supplemental indenture becomes effective, the Issuer
shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein,
shall not impair or affect the validity of an amendment under this
Section.

     Section 10.4   Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Secured
Notes shall be set forth in an amended or supplemental Indenture that
complies with the Trust Indenture Act as then in effect.

     Section 10.5   Revocation and Effect of Consents.

     (a)  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Secured Note is a continuing consent
by the Holder of a Secured Note and every subsequent Holder of a
Secured Note or portion of a Secured Note that evidences the same
debt as the consenting Holder's Secured Note, even if notation of the
consent is not made on any Secured Note. However, any such Holder of
a Secured Note or subsequent Holder of a Secured Note may revoke the
consent as to its Secured Note if the Trustee receives written notice
of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every
Holder.

     (b)  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is
fixed, then notwithstanding the immediately preceding subsection,
those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be
Holders after such record date.  No such consent shall be valid or
effective for more than 120 days after such record date.
     
     Section 10.6   Notation on or Exchange of Secured Notes.

     The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Secured Note thereafter
authenticated. The Issuer in exchange for all Secured Notes may issue
and the Trustee shall authenticate new Secured Notes that reflect the
amendment, supplement or waiver.

     Failure to make the appropriate notation or issue a new Secured
Note shall not affect the validity and effect of such amendment,
supplement or waiver.

     Section 10.7   Trustee to Sign Supplemental Indentures.

     The Trustee shall sign any supplemental Indenture authorized
pursuant to this Article 10 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee. Neither the Issuer nor the Company, or any Subsidiary
Guarantor may sign a supplemental Indenture until the Board of
Directors of such Person approves it. In executing any supplemental
indenture, the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive and (subject to Section
7.1) shall be fully protected in relying upon, in addition to the
documents required by Section 12.4, an Officers' Certificate and an
Opinion of Counsel stating that:

     (a)  such supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to the execution,
delivery and performance of such supplemental indenture have been
satisfied;

     (b)  the Issuer, the Company and the Subsidiary Guarantors, if any,
have all necessary corporate power and authority to execute and
deliver the supplemental indenture and that the execution, delivery
and performance of such supplemental indenture has been duly
authorized by all necessary corporate action of the Issuer, the
Company and the Subsidiary Guarantors, if any;

     (c)  the execution, delivery and performance of the supplemental
indenture do not conflict with, or result in the breach of or
constitute a default under any of the terms, conditions or provisions
of (i) this Indenture, (ii) the charter documents and by-laws of the
Issuer, the Company or any Subsidiary Guarantor, or (iii) any
material agreement or instrument to which the Issuer, the Company or
any Subsidiary Guarantor is subject and of which such counsel is
aware;

     (d)  to the knowledge of legal counsel writing such Opinion of
Counsel, the execution, delivery and performance of the supplemental
indenture do not conflict with, or result in the breach of any of the
terms, conditions or provisions of (i) any law or regulation
applicable to the Issuer, the Company or any Subsidiary Guarantor, or
(ii) any material order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Issuer, the Company or
any Subsidiary Guarantor;

     (e)  such supplemental indenture has been duly and validly executed
and delivered by the Issuer, the Company and the Subsidiary
Guarantors, if any, and this Indenture together with such
supplemental indenture constitutes a legal, valid and binding
obligations of the Issuer, the Company and the Subsidiary Guarantors,
if any, enforceable against the Issuer, the Company and the
Subsidiary Guarantors, if any, as applicable, in accordance with its
terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles (whether
considered in a proceeding at law or in equity); and

     (f)  this Indenture together with such amendment or supplement
complies with the Trust Indenture Act.

     Section 10.8   Payment for Consent.

     Neither the Issuer, the Company nor any Affiliate of the Issuer
or the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to
any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture, the
Secured Notes or the Security Agreements unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.

                             ARTICLE XI
                       COLLATERAL AND SECURITY
                                  
     Section 11.1   Security Agreements.

     The due and punctual payment of the principal of, premium, if
any, interest (including Additional Amounts, if any, and Special
Interest, if any) on, and any other amounts due in respect of, the
Secured Notes when and as the same shall be due and payable, whether
on an Interest Payment Date, at Stated Maturity, by acceleration,
call for redemption, upon a Change of Control Offer, Excess Proceeds
Offer, purchase or otherwise, and interest on the overdue principal
of and interest (including Additional Amounts, if any, and Special
Interest, if any) (to the extent permitted by law), on the Secured
Notes and performance of all other obligations of the Issuer and the
Company to the Holders of the Secured Notes or the Trustee under this
Indenture, the Secured Notes, the Subsidiary Guarantees, and the
Security Agreements, according to the terms hereunder or thereunder,
shall be secured as provided in the Security Agreements, (i) by a
pledge to the Collateral Agent in favor of the Trustee for its
benefit and the Holders of Secured Notes, all of the Issuer Loans and
the Issuer's interest in the Issuer Loan Agreements, together with a
collateral assignment of all Liens securing such Issuer Loans,
including a pledge in favor of the Issuer of the Company's interest
in the Company Escrow Account and the Company Escrowed Property; (ii)
by a pledge to the Escrow Agent in favor of the Trustee for its
benefit and the Holder of Secured Notes, its interest in the Issuer
Escrow Account and the Escrowed Property and any other cash of the
Issuer that is required by the terms of this Indenture to be
deposited with the Trustee or the Escrow Agent; and the Company will
grant a Lien on each of its Mortgaged Rigs and/or the construction
contracts and on equipment purchased by the Company for, and its
interest in, any incomplete Mortgage Rig and all proceeds thereof,
including all its policies and contracts of insurance taken out from
time to time in respect of its Mortgaged Rig, pursuant to a Mortgage
or other appropriate Security Agreement issued by the Company in
favor of the Issuer, which Issuer Loan Agreements, Mortgages and
Security Agreements contain covenants pursuant to which such the
Company, among other things, will be prohibited from selling, further
mortgaging or transferring any of its interest in such Mortgaged Rig
(other than as permitted under this Indenture), and upon completion
of an uncompleted Mortgage Rig, the Company will grant a Lien
pursuant to a Mortgage on the Mortgaged Rig.

     Each Holder, by its acceptance of a Secured Note, consents and
agrees to the terms of the Security Agreements (including, without
limitation, the provisions providing for foreclosure and release of
Collateral) as the same may be in effect or may be amended from time
to time in accordance with the terms thereof and hereof and
authorizes and directs the Trustee to enter into each of the Security
Agreements and to perform its respective obligations and exercise its
respective rights thereunder in accordance therewith.  The Issuer and
the Company will do or cause to be done all such acts and things as
may be necessary or proper, or as may be required by the provisions
of the Security Agreements to which it is a party, to assure and
confirm to the collateral agent and the Trustee the Liens in the
Collateral contemplated hereby and by the Security Agreements to
which it is a party, as from time to time constituted, so as to
render the same available to the fullest extent permitted by law for
the security and benefit of this Indenture and of the Secured Notes
and each Issuer Loan secured thereby, as applicable, according to the
intent and purposes herein and therein expressed.  The Issuer shall
to the fullest extent permitted by law take, upon request of the
Trustee, any and all actions reasonably required to cause the
Security Agreements to which it is a party to create and maintain, as
security for the Obligations of the Issuer under this Indenture and
the Secured Notes, and the Security Agreements to which it is a
party, to be valid and enforceable, perfected (except as expressly
provided herein and therein), Liens in and on all the Collateral in
favor of the Trustee, escrow agent or a collateral agent for the
benefit of the Trustee and for the equal and ratable benefit of the
Holders of the Secured Notes.  The Company shall to the fullest
extent permitted by law, take upon request of the Issuer and/or the
Trustee, any and all actions reasonably required to cause the
Security Agreements to which it is a party for the Obligations of the
Company under each Issuer Loan and the Security Agreement related
thereto, to be valid and enforceable, perfected, except as expressly
provided herein or therein, Liens in favor of the Issuer , escrow
agent or a collateral agent for the benefit of the Issuer.

     Section 11.2   Recording and Opinions.

     (a)  Each of the Issuer and the Company represents that it has
caused or will promptly cause to be executed and delivered, filed and
recorded and covenants that it will promptly cause to be executed and
delivered and filed and recorded, all instruments and documents, and
represents that it has done and will do or will cause to be done all
such acts and other things, at the Issuer's or the Company's expense,
as applicable, as are necessary to subject the applicable Collateral
to valid Liens and to perfect those Liens, all to the fullest extent
permitted by law.  Each of the Issuer and the Company shall, as
promptly as practicable, cause to be executed and delivered, filed
and recorded all instruments and do all acts and other things as may
be required by law to perfect, maintain and protect the Liens under
the applicable Security Agreements to which it is party (except as
otherwise expressly provided herein and therein), all to the fullest
extent permitted by law.

     (b)  The Issuer and the Company shall furnish to the Trustee promptly
after the execution and delivery of this Indenture an Opinion of
Counsel either (i) stating that in the opinion of such counsel all
action has been taken with respect to the recording, registering and
filing of this Indenture, financing statements or other instruments
or otherwise necessary to make effective the Liens intended to be
created by the Security Agreements and reciting the details of such
action, or (ii) stating that, in the opinion of such counsel, no such
action is necessary to make such Lien effective.  Such opinion of
counsel shall cover the necessity for recordings, registrations and
filings required in all relevant jurisdictions.

     (c)  The Issuer and the Company shall furnish to the Trustee
within 3 months after each anniversary of the Issue Date, an Opinion
of Counsel, dated as of such date, stating either that (i) in the
opinion of such counsel, all action has been taken with respect to
the recording, registering, filing, re-recording, re-registering and
refiling of all supplemental indentures, financing statements,
continuation statements or other instruments of further assurance or
otherwise as is necessary to maintain the effectiveness of the Liens
intended to be created by the Security Agreements and reciting the
details of such action or (ii) in the opinion of such counsel, no
such action is necessary to maintain the effectiveness of such Liens.
Such opinion of counsel shall cover the necessity of recordings,
registrations, filing, re-recordings, re-registrations and refilings
in all relevant jurisdictions.

     (d)  The Issuer and the Company shall otherwise comply with the
provisions of Section 314(b) and, as applicable Sections 314(c), (d)
and (e) of the Trust Indenture Act.

     Section 11.3   Further Assurances and Security.

     The Issuer and the Company will execute, acknowledge and deliver
to the Trustee, at the Issuer's and/or such Guarantor's expense, at
any time and from time to time such further assignments, transfers,
assurances or other instruments as may be reasonably required to
effectuate the terms of this Indenture and the Security Agreements,
and will at any time and from time to time do or cause to be done all
such acts and things as may be necessary or proper, or as may be
reasonably required by the Trustee, to assure and confirm to the
Trustee the Liens in the Collateral contemplated hereby and by the
Security Agreements, all to the fullest extent permitted by law.  The
Trustee shall have no duty to determine whether any filing or
recording is necessary hereunder or under any Collateral Document.

     Section 11.4   Possession, Use and Release of Collateral.

     (a)  All of the proceeds of the Secured Notes shall be deposited in
the Issuer Escrow Account and shall be subject to a first priority
Lien.  All funds deposited in the Issuer Escrow Account representing
proceeds of the Secured Notes constitute Collateral and will, at the
direction of the Issuer except during the continuance of a Default or
an Event of Default and at the direction of the Trustee during the
continuance of a Default or an Event of Default, be invested in
Temporary Cash Equivalents (such cash and Temporary Cash Equivalents,
together with interest, dividends and distributions thereof, the
"Issuer Escrowed Property"), in the manner provided for in the Issuer
Escrow Agreement.  No funds shall be released from the Issuer Escrow
Account except as provided herein and in the Issuer Escrow Account
Agreement.  The Issuer Escrow Account and the Issuer Escrowed
Property shall be pledged to, and be under the sole dominion and
control of the Trustee acting for its benefit and the benefit of the
Holders of Secured Notes.

     Pursuant to the Issuer Escrow Agreement and this Indenture, the
Issuer is required to, and the Issuer shall enter up to ten separate
loan agreements with the Company (each an "Issuer Loan Agreement").
Each Issuer Loan Agreement will be secured by Liens pursuant to a
mortgage (each a "Mortgage") on a separate drilling rig or drillship
(each a "Mortgaged Rig") or, if such Mortgaged Rig is under
construction but not yet flagged on the Issue Date, Liens on the
construction contract and equipment purchased by the Company for such
Mortgaged Rig.  The purpose of each loan made under an Issuer Loan
Agreement (an "Issuer Loan") will be only as follows:

      (i)  Financing all or a portion of the cost of acquiring,
  constructing, altering, improving or repairing the Mortgaged Rig or
  improvements used or to be used in connection with such Mortgaged
  Rig; or
          
      (ii) Financing all or any part of the purchase price of the
  Mortgaged Rig or improvements used or to be used in connection with
  such Mortgaged Rig, which Issuer Loan is incurred prior to or within
  one year after the later of the completion of construction, alteration,
  improvement or repair or the commencement of commercial operations
  thereof.

     (b)  To the extent that the Mortgaged Rig is under construction and
not yet flagged, the Company will secure the Issuer Loans with Liens
on the construction contract and the equipment purchased by the
Company for such Mortgaged Rig; provided that Liens on equipment
purchased by the Company for a Mortgaged Rig that has not yet been
mortgaged do not have to be perfected until required by the Trustee,
but only after the later to occur of one year after the Issue Date or
the completion date for such Mortgaged Rig as scheduled on the Issue
Date.

     Each Issuer Loan will be made in two tranches. One tranche of
each Issuer Loan (the ``7-year Tranche'') will bear interest at the
rate equal to the interest rate for the 7-year Secured Notes plus 2
basis points per annum and the other tranche (the ``10-year
Tranche'') will bear interest at the rate equal to the interest rate
for the 10-year Secured Notes plus 2 basis points per annum. Each
Issuer Loan Agreement may also provide for a commitment fee on the
undrawn portion of the Issuer Loan. The Company will be required to
repay the Issuer Loans in whole or in part if the Issuer redeems or
is required to redeem or purchase Secured Notes. In connection with
any release of Issuer Escrowed Property to fund an Issuer Loan, such
release will be conditioned on the substantially concurrent recording
of a Mortgage or other security document against the Mortgaged Rig or
the construction contracts and equipment purchased by the Company for
the uncompleted Mortgaged Rig, as applicable, and the satisfaction of
certain other conditions set forth in this Indenture and Issuer
Escrow Agreement, including delivery of appropriate legal opinions
and certificates required by the Trust Indenture Act. The Issuer will
not be entitled to withdraw the Issuer Escrowed Property (other than
certain minimal amounts for the Issuer) for any purposes other than
the making of Issuer Loans or the repayment of principal (whether at
maturity, upon redemption, by declaration of acceleration or
otherwise), premium, if any, and interest on the Secured Notes. One
hundred million dollars ($100,000,000) of the proceeds of the Issuer
Loan for the Mortgaged Rig Deepwater Millennium will be deposited by
the Company in the Company Escrow Account established by the Company
pursuant to the Company Escrow Agreement. The Company will not be
able to withdraw such funds (the ``Company Escrowed Property'') until
the Deepwater Millennium Mortgaged Rig is completed and a Mortgage
has been placed thereon and become perfected.

     (c)  As security for an Issuer Loan, the Company will grant a Lien
on a Mortgaged Rig, or the construction contract and equipment purchased
by the Company (with respect to the Deepwater Millennium and
Deepwater IV) and in the case of the Deepwater Millennium the Company
Escrow Account and the Company Escrowed Property, and all proceeds of
the foregoing, including all its policies and contracts of insurance
taken out from time to time in respect of its Mortgaged Rig, pursuant
to a Mortgage or other appropriate Security Agreement issued by the
Company in favor of the Issuer. These Mortgages and Security
Agreements will contain covenants pursuant to which the Company,
among other things, will be prohibited from selling, further
mortgaging or transferring any of its interest in such Mortgaged Rig
(other than as permitted under the Indenture). Upon completion and
flagging of the Deepwater Millennium22  and the Deepwater IV, the
Company will be required to grant a Lien pursuant to a Mortgage on
the respective Mortgaged Rig. Contemporaneous with the granting of
the Mortgage on the Deepwater IV, the Issuer Loan secured by the
Deepwater IV will be increased in exchange for a reduction in the
outstanding amounts of the Issuer Loans secured by certain other
Mortgaged Rigs pursuant to the terms of the applicable Issuer Loan
Agreement therefor.

     Section 11.5   Certificates of the Issuer.

     The Issuer and the Company will furnish to the Trustee prior to
each proposed release of Collateral pursuant to the Security
Agreements all documents required by Section 314(d) of the Trust
Indenture Act.  The Trustee may, to the extent permitted by Sections
7.1 and 7.2 hereof, accept as conclusive evidence of compliance with
the foregoing provisions the appropriate statements contained in such
instruments.  Any certificate or opinion required by Section 314(d)
of the Trust Indenture Act may be made by an Officer of the Issuer or
the Company, as the case may be, except in cases where Section 314(d)
of the Trust Indenture Act requires that such certificate or opinion
be made by an independent engineer, appraiser or other expert within
the meaning of Section 314(d) of the Trust Indenture Act.

     Section 11.6   Authorization of Actions to be Taken by the Trustee
                    Under the Security Agreements.

     The Trustee may, in its sole discretion and without the consent
of the Holders, on behalf of the Holders, take all actions it deems
necessary or appropriate in order to (a) enforce any of the terms of
the Security Agreements and (b) collect and receive any and all
amounts payable in respect of the obligations of the Issuer and the
Company hereunder.  The Trustee shall have the power to institute and
to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the collateral by any acts that may be
unlawful or in violation of the Security Agreements, or this
Indenture, and such suits and proceedings as the Trustee may deem
expedient to preserve or protect its interests and the interests of
the Holders in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other government enactment, rule
or order that may be unconstitutional or otherwise invalid if the
enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the
interests of the Holders or of the Trustee).

     Section 11.7     Authorization of Receipt of Funds by the Trustee
                      Under the Security Agreements.
 
     The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Security Agreements, and to make
further distributions of such funds to the Holders according to the
provisions of this Indenture and the Security Agreements.

                             ARTICLE XII
                            MISCELLANEOUS
                                  
     Section 12.1   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision
included in this Indenture by operation of Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture
Act that can be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or excluded, as
the case may be.

     Section 12.2   Notices.

     Any notice or communication by the Issuer, the Company, any
Subsidiary Guarantor or the Trustee to the others is duly given if in
writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others'
address:

               If to the Issuer, or the Company or any Subsidiary
          Guarantor:
          
               c/o R&B Falcon Corporation
               901 Threadneedle
               Houston, Texas 77079-2982
               Attention: Leighton Moss
               Telephone No.:  (281) 496-5000
               Telecopier No.:  (281) 496-0285
          
               If to the Trustee:
          
               United States Trust Company of New York
               114 West 47th Street, 25th Floor
               New York, New York  10036
          
               Attention: Corporate Trust Division
               Telephone No.:  (212) 852-1676
               Telecopier No.:  (212) 852-1626
          
     The Issuer, the Company, any Subsidiary Guarantor or the
Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; when receipt
acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address
shown on the Securities Register kept by the Registrar and shall be
given if so sent within the time prescribed. Any notice or
communication shall also be so mailed to any Person described in TIA
Section 313(c), to the extent required by the Trust Indenture Act.
Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not
the addressee receives it; a notice or communication, however,  shall
not be effective unless, in the case of the Issuer, the Company or
the Trustee, actually received.

     If the Issuer mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

     In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give notice
by mail to Holders, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

     Section 12.3   Communication By Holders of Secured Notes With Other
Holders of Secured Notes.

     Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or
the Secured Notes. The Issuer, the Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA
Section 312(c).

     Section 12.4   Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Issuer to the Trustee to
take any action under this Indenture, the Issuer, upon request, shall
furnish to the Trustee, to the extent required by this Indenture or
the Trust Indenture Act:

     (a)  an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set
forth in Section 12.5 hereof) stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been
satisfied; and

     (b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set
forth in Section 12.5 hereof) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been
satisfied.

     In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give
an opinion with respect to some matters and one or more such Persons
as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

     Any certificate or opinion of an Officer of the Issuer, the
Company or any Subsidiary Guarantor may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the
exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate
or Opinion of Counsel may be based, and may state that it is so
based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an Officer or Officers of the
Issuer, the Company or such Subsidiary Guarantor stating that the
information with respect to such factual matters is in the possession
of the Issuer, the Company or such Subsidiary Guarantor, unless such
counsel knows, or in the exercise of reasonable care should know,
that the certificate of opinion or representations with respect to
such matters are erroneous.

     Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

     Section 12.5   Statements Required in a Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA Section 314(a)(4)) shall comply
with the provisions of TIA Section 314(e) and shall include:

     (a)  a statement that the Persons making such certificate or opinion
have read such covenant or condition;

     (b)  a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

     (c)  a statement that, in the opinion of such Persons, they have made
such examination or investigation as is necessary to enable them to
express an informed opinion as to whether or not such covenant or
condition has been satisfied; and

     (d)  a statement as to whether or not, in the opinion of such
Persons, such condition or covenant has been satisfied.

     Section 12.6   Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or
taken by a specified percentage of Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are received by the Trustee and, where it is hereby
expressly required, by the Issuer and the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Sections
7.1 and 7.2) conclusive in favor of the Trustee, the Issuer and the
Company, if made in the manner provided in this Section. Any
electronic or other transmission pursuant to the Applicable
Procedures will be considered an instrument executed by the Holder of
the Global Notes held by the Depository for purposes of this
Section 12.6.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity,
such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient, including the execution of such instrument or writing
without more.

     (c)  The ownership, principal amount and serial numbers of Secured
Notes held by any Person, and the date of holding the same, shall be
proved by the Securities Register.

     (d)  If the Issuer shall solicit from the Holders of Secured Notes
any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuer may, at its option, by or pursuant to
Board Resolution, fix in advance a record date for the determination
of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Issuer shall
have no obligation to do so. Such record date shall be the record
date specified in or pursuant to such Board Resolution, which shall
be a date not earlier than the date 30 days prior to the first
solicitation is completed. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Secured Notes have
authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and
for that purpose the outstanding Secured Notes shall be computed as
of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed
effective unless it shall become pursuant to the provisions of this
Indenture not later than eleven months after the record date.

     (e)  Except to the extent otherwise expressly provided in this
Indenture, any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Secured Note shall
bind every future Holder of the same Secured Note and the Holder of
every Secured Note issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon
such Secured Note.

     (f)  Without limiting the foregoing, a Holder entitled hereunder to
give or take any action with regard to any particular Secured Note
may do so with regard to all or any part of the principal amount of
such Secured Note or by one or more duly appointed agents each of
which may do so pursuant to such appointment with regard to all or
any different part of such principal amount.

     Section 12.7   Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions; provided
that no such rule shall conflict with the terms of this Indenture or
the Trust Indenture Act.

     Section 12.8   No Personal Liability of Directors, Officers,
                    Employees and Stockholders.

     No director, officer, employee, incorporator or stockholder of
the Issuer, the Company or any Subsidiary Guarantor, as such, shall
have any liability for any obligations of the Issuer or the Company
under the Secured Notes, this Indenture, the Guarantee, the
Subsidiary Guarantees or for any claim based on, in respect of, or by
reason of, such Obligations or their creation. Each Holder by
accepting a Secured Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the
Secured Notes.

     Section 12.9   Governing Law.

     THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE SECURED NOTES, WITHOUT REGARD
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Section 12.10  Agent for Service; Submission to Jurisdiction; Waiver
                    of Immunities.

     By the execution and delivery of this Indenture or any amendment
or supplement hereto, each of the Issuer and the Company
(i) acknowledges that it has, by separate written instrument,
designated and appointed CT Corporation System (the "Process Agent")
currently located at 1633 Broadway, New York, New York 10019, as its
authorized agent upon which process may be served in any suit, action
or proceeding with respect to, arising out of, or relating to, this
Indenture, the Guarantees, or the Secured Notes or brought under U.S.
federal or state securities laws, may be instituted in any U.S.
federal or state court located in The City of New York, New York, and
acknowledges that the Process Agent has accepted such designation,
(ii) irrevocably submits to the jurisdiction of any such court in any
such suit, action or proceeding and irrevocably waives, to the
fullest extent that it may effectively and lawfully do so, any
obligation to the laying of venue of any such suit, action or
proceeding and the defense of an inconvenient forum to the
maintenance of any such suit action or proceeding in such court, and
(iii) agrees that service of process upon the Process Agent shall be
deemed in every respect effective service of process upon the Issuer
and the Company in any such suit, action or proceeding. The Issuer
and the Company further agree to take any and all action, including
the execution and filing of any and all such documents and
instruments as may be necessary to continue such designation and
appointment of the Process Agent in full force and effect so long as
this Indenture shall be in full force and effect; provided that the
Issuer and the Company may and shall (to the extent the Process Agent
ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or
alternative agents for service of process under this Section 12.10
that (i) maintains an office located in the Borough of Manhattan, The
City of New York in the State of New York, (ii) are either (a)
counsel for the Issuer or (b) a corporate service Issuer which acts
as agent for service of process for other persons in the ordinary
course of its business and for other persons in the ordinary course
of its business and (iii) agrees to act as agent for service of
process in accordance with this Section 12.10. Such notice shall
identify the name of such agent for process and the address of such
agent for process in the Borough of Manhattan, The City of New York,
State of New York. Upon the request of any Holder of a Secured Note,
the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least
one agent for service of process for the Issuer and the Company
appointed and acting in accordance with this Section 12.10.

     To the extent that the Issuer or the Company has or hereafter
may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, each of the Issuer and the
Company hereby irrevocably waives such immunity in respect of its
Obligations under this Indenture, the Guarantee and the Secured
Notes, to the extent permitted by law.

     Section 12.11  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Issuer, the Company or the Issuer's
Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     Section 12.12  Successors.

     All agreements of the Issuer and the Company in this Indenture,
the Secured Notes and the Guarantor shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its
successors.

     Section 12.13  Severability.

     In case any provision in this Indenture or in the Secured Notes
shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

     Section 12.14  Counterpart Originals.

     The parties may sign any number of copies of this Indenture and
by the parties thereto in separate counterparts. Each of which when
signed shall be deemed to be an original, but all of them together
represent the same agreement.

     Section 12.15  Table of Contents, Headings, Etc.

     The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the
terms or provisions hereof.

                            ARTICLE XIII
                             GUARANTEES
                                  
     Section 13.1   Guarantor.

     (a)  For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company, together with any
Restricted Subsidiary which in accordance with Section 4.19 or
Section 13.7 hereof any Subsidiary Guarantor is required in the
future to guarantee the Obligations of the Issuer under the Secured
Notes and this Indenture, and the Company under the Guarantee and
this Indenture, upon execution of a supplemental indenture, hereby
jointly and severally and irrevocably and unconditionally guarantees
to the Trustee and to each Holder irrespective of the validity or
enforceability of this Indenture or the Secured Notes or the
Obligations of the Issuer and the Guarantor under this Indenture,
that: (i) the principal of, premium, if any, any interest, and
Special Interest, if any, on the Secured Notes (including, without
limitation, any interest that accrues after the filing of a
proceeding of the type described in Sections 6.1(g) and (h)) and any
fees, expenses and other amounts owing under this Indenture will be
duly and punctually paid in full when due, whether at Maturity, by
acceleration, mandatory redemption, call for redemption, upon a
Change of Control Offer, Excess Proceeds Offer, purchase or
otherwise, and interest on the overdue principal and (to the extent
permitted by law) interest, if any, on the Secured Notes and any
other amounts due in respect of the Secured Notes, and all other
Obligations of the Issuer and the Company under the Guarantee,
including the Issuer's obligations to the Holders of the Secured
Notes under this Indenture, the Secured Notes and the Subsidiary
Guarantees, whether now or hereafter existing, will be promptly paid
in full or performed, all strictly in accordance with the terms
hereof and of the Secured Notes; and (ii) in case of any extension of
time of payment or renewal of any Secured Notes or any of such other
Obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal,
whether at Maturity, by acceleration, mandatory redemption, call for
redemption, upon Change of Control Offer, Excess Proceeds Offer,
purchase or otherwise.  If payment is not made when due of any amount
so guaranteed for whatever reason, the Company and each Subsidiary
Guarantor (collectively referred to as the "Guarantors" and
individually as a "Guarantor") shall be jointly and severally
obligated to pay the same individually whether or not such failure to
pay has become an Event of Default which could cause acceleration
pursuant to Section 6.2. The Company and each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. An
Event of Default under this Indenture or the Secured Notes shall
constitute an Event of Default under the Guarantee and each
Subsidiary Guarantee, and shall entitle the Holders to accelerate the
Obligations of each Guarantor hereunder in the same manner and to the
same extent as the Obligations of the Issuer. The Guarantee and each
Subsidiary Guarantee is intended to be superior to or pari passu in
right of payment with all Indebtedness of the respective Guarantor
and each Guarantor's Obligations are independent of any Obligation of
the Issuer or any other Guarantor.

     (b)  Each Guarantor waives presentation to, demand of, payment
from and protest to the Issuer of any of the Obligations under this
Indenture or the Secured Notes and also waives notice of protest for
nonpayment. Each Guarantor waives notice of any default under the
Secured Notes or the Obligations. The Obligations of each Guarantor
hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or
remedy against the Issuer or any other Person under this Indenture,
the Secured Notes or any other agreement or otherwise; (ii) any
extension or renewal of any thereof; (iii) any rescission, waiver,
amendment or modification of any of the terms or provisions of this
Indenture, the Secured Notes or any other agreement; (iv) the release
of any security held by any Holder, the Trustee or the Issuer for the
Obligations or any of them; (v) the failure of any Holder, the
Trustee, the Issuer, any collateral agent or any escrow agent to
exercise any right or remedy against any other guarantor of the
Obligations; or (f) any change in the ownership of any such
Guarantor.

     (c)  The Obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of
the invalidity, illegality or unenforceability of the Obligations of
the Issuer or otherwise. Without limiting the generality of the
foregoing, the Obligations of each Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Secured Notes or any other
agreement, by any waiver or modification of any thereof, by any
default, failure or delay, willful or otherwise, in the performance
of the Obligations of the Issuer, or by any other act or thing or
omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of such Guarantor or would
otherwise operate as a discharge of such Guarantor as a matter of law
or equity.

     (d)  Each Guarantor further agrees that the Guarantee or Subsidiary
Guarantee, as the case may be, to which it is an Obligor shall
continue to be effective or be reinstated, as the case may be, if at
any time payment, or any part thereof, of principal of, premium, if
any, on or interest (or Special Interest, if any, and Additional
Amounts, if any) on any Obligation of the Issuer is rescinded or must
otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Issuer or otherwise.

     (e)  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the
Issuer to pay the principal of, premium, if any, on or interest (or
Special Interest, if any, and Additional Amounts, if any) on any
Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Guarantor hereby promises
to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (i) the unpaid amount of such Obligations,
(ii) accrued and unpaid interest on such Obligations (but only to the
extent not prohibited by law) and (iii) all other monetary
Obligations of the Issuer to the Holders and the Trustee.

     (f)  Until such time as the Secured Notes and the other Obligations
of the Issuer guaranteed hereby have been satisfied in full, each
Guarantor hereby irrevocably waives any claim or other rights that it
may now or hereafter acquire against the Issuer or any other
Guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor's Obligations under the Guarantee or
its Subsidiary Guarantee, as applicable, including, without
limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any
claim or remedy of the Holders or the Trustee against the Issuer or
any other Guarantor or any security, whether or not such claim,
remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from
the Issuer or any other Guarantor, directly or indirectly, in cash or
other Property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right, provided that to
the extent that the Company makes a payment on the Guarantee, it will
be deemed to have made a payment on the Issuer Loans then
outstanding, and will otherwise be subrogated to the Issuer's rights
on the Issuer Loans, to the extent that such Issuer Loans remain
unpaid.  If any amount shall be paid to such Guarantor in violation
of the preceding sentence at any time prior to the later of the
payments in full of the Secured Notes and all other amounts payable
under this Indenture, the Guarantee and each Subsidiary Guarantee
upon the Maturity of the Secured Notes, such amount shall be held in
trust for the benefit of the Holders and the Trustee and shall
forthwith be paid to the Trustee to be credited and applied to the
Secured Notes and all other amounts payable under the Guarantee and
each Subsidiary Guarantee, whether matured or unmatured, in
accordance with the terms of this Indenture, or to be held as
security for any Obligations or other amounts payable under any
Guarantee thereafter arising.

     (g)  Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 13.1 is
knowingly made in contemplation of such benefits. Each Guarantor
further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) subject to this Article XIII,
the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Article VI for the purposes of the Guarantee and each
Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (y) in the event of any
acceleration of such Obligations guaranteed hereby as provided in
Article VI, such Obligations (whether or not due and payable) shall
further then become due and payable by the Guarantor for the purposes
of each Guarantee.

     (h)  A Subsidiary Guarantor that makes a distribution or payment
under a Subsidiary Guarantee shall be entitled to contribution from
each other Subsidiary Guarantor in a pro rata amount based on the
Adjusted Net Assets of each such other Subsidiary Guarantor for all
payments, damages and expenses incurred by that Guarantor in
discharging the Issuer's obligations with respect to the Secured
Notes and this Indenture or any other Subsidiary Guarantor with
respect to its Subsidiary Guarantee, so long as the exercise of such
right does not impair the rights of the Holders of the Secured Notes
under the Subsidiary Guarantees.

     (i)  Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.

     Section 13.2   Limitation on Liability.

     The Obligations of each Guarantor will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other
Guarantor in respect of the Obligations of such other Guarantor under
the Guarantee or its Subsidiary Guarantee, as applicable, or pursuant
to its contribution obligations under this Indenture, result in the
Obligations of such Guarantor under the Guarantee or its Subsidiary
Guarantee, as applicable, not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law or otherwise not being
void, voidable or unenforceable under any bankruptcy, reorganization,
receivership, insolvency, liquidation or other similar legislation or
legal principles under any applicable foreign law. Each Guarantor
that makes a payment or distribution under the Guarantee or its
Subsidiary Guarantee, as applicable, shall be entitled to a
contribution from each other Guarantor in a pro rata amount based on
the Adjusted Net Assets of each Guarantor.

     Section 13.3   Execution and Delivery of Guarantees.

     To further evidence the Guarantee set forth in Section 13.1
hereof, the Company hereby agrees that notation of the Guarantee
shall be endorsed on each Secured Note authenticated and delivered by
the Trustee and executed by either manual or facsimile signature of
an authorized officer of such Guarantor. The Company hereby agrees
that the Company's Guarantee set forth in Section 13.1 hereof shall
remain in full force and effect notwithstanding any failure to
endorse on each Secured Note a notation of the Guarantee. If an
Officer of the Company whose signature is on this Indenture or a
Secured Note no longer holds that office at the time the Trustee
authenticates such Secured Note or at any time thereafter, the
Company's Guarantee of such Secured Note shall be valid nevertheless.
The delivery of any Secured Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of
the Guarantee set forth in this Indenture on behalf of the Company.

     Section 13.4   No Waiver.

     Neither a failure nor a delay on the part of either the Trustee
or the Holders in exercising any right, power or privilege under this
Article XIII shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of
any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Holders herein expressly specified are cumulative
and not exclusive of any other rights, remedies or benefits which
either may have under this Article XIII at law, in equity, by statute
or otherwise.

     Section 13.5   Modification.

     No modification, amendment or waiver of any provision of this
Article XIII, nor the consent to any departure by any Guarantor
therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on any Guarantor in any case
shall entitle such Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

     Section 13.6   Release of Subsidiary Guarantor.

     (a)  Upon the sale or other disposition (by merger or otherwise) of a
Subsidiary Guarantor (or all or substantially all of its Property and
assets) to a Person other than the Issuer, the Company or a
Restricted Subsidiary and pursuant to a transaction that is otherwise
in compliance with this Indenture (including as described in clause
Section 5.1 hereof and as described in Section 4.15 hereof), such
Guarantor (unless it otherwise remains a Restricted Subsidiary or
owns a Mortgaged Rig) shall be deemed released from its Subsidiary
Guarantee and the related Obligations set forth in this Indenture;
provided that any such termination shall occur only to the extent
that all Obligations of such Subsidiary Guarantor under all of its
guarantees of and under all of its pledges of assets or other
security interests which secure, other Indebtedness of the Company or
any other Restricted Subsidiary shall also terminate or be released
upon such sale or other disposition. Each Subsidiary Guarantor that
is designated as an Unrestricted Subsidiary in accordance with this
Indenture shall be released from its Subsidiary Guarantee and the
related Obligations set forth in this Indenture so long as it remains
an Unrestricted Subsidiary.

     (b)  Any Subsidiary Guarantee by a Restricted Subsidiary shall be
automatically and unconditionally released and discharged, as
evidenced by a supplemental indenture executed by the Issuer, the
Company, and the Subsidiary Guarantors, if any, and the Trustee, upon
the release or discharge of the guarantee which resulted in the
creation of such Restricted Subsidiary's Subsidiary Guarantee and all
other guarantees of the Obligations of any Obligor on the Secured
Notes, except a discharge or release by, or as a result of, payment
under such guarantee.

     Section 13.7   Future Guarantor; Execution of Supplemental Indentures
                    for Future Guarantor.

     (a)  The Company may not permit any Restricted Subsidiary of the
Company, directly or indirectly, to guarantee any Indebtedness of the
Company or any other Obligor ("Guaranteed Indebtedness") or to
acquire a Mortgaged Rig unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this
Indenture providing for a Subsidiary Guarantee of payment of the
Secured Notes by such Restricted Subsidiary and (ii) such Subsidiary
Guarantor waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity
or subrogation or any other rights against the Issuer or any other
Subsidiary Guarantor as a result of any payment by such Subsidiary
Guarantor under its Subsidiary Guarantee.  If the Guaranteed
Indebtedness is pari passu with the Guarantee, then the guarantee of
such Guaranteed Indebtedness shall be pari passu with or subordinated
to the Subsidiary Guarantee; and if the Guaranteed Indebtedness is
subordinated to the Guarantee, then the guarantee of such Guaranteed
Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that all Guaranteed Indebtedness is subordinated
to the Secured Notes.

     (b)  Any Restricted Subsidiary Guarantor that guarantees any
Indebtedness of the Issuer or another Obligor is required pursuant to
Section 13.7(a) or 4.19 hereof to become a Subsidiary Guarantor and
the Issuer shall cause each such Restricted Subsidiary to promptly
execute and deliver to the Trustee a supplemental indenture pursuant
to which such Restricted Subsidiary shall become a Subsidiary
Guarantor under this Article XIII and shall guarantee the Obligations
of the Issuer under the Secured Notes and this Indenture.
Concurrently with the execution and delivery of such supplemental
indenture, the Issuer shall deliver to the Trustee an Opinion of
Counsel to the effect that such supplemental indenture has been duly
authorized, executed and delivered by such Subsidiary and that,
subject to the application of bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance or transfer and other similar
laws relating to creditors' rights generally and to the principles of
equity, whether considered in a proceeding at law or in equity, the
Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid
and binding obligation of such Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms, and
as to any such other matters as the Trustee may reasonably request.

                      [SIGNATURE PAGE FOLLOWS]


     IN   WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly executed as of the date first written above.

                               RBF FINANCE CO.


                               By:
                               Name:
                               Title:


                               UNITED  STATES  TRUST COMPANY  OF  NEW
                               YORK, as Trustee


                               By:
                               Name:
                               Title



Each of the following entities as Guarantor:

R&B FALCON CORPORATION


By:
Name:
Title:

-------------------------------------------------------------------------
                          (Face of Note)               Exhibit A
                                  
                                  
     [THIS  GLOBAL  NOTE IS A GLOBAL NOTE WITHIN THE MEANING  OF  THE
INDENTURE REFERRED TO ON THE REVERSE THEREOF.


UNLESS THIS SECURED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF  THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
YORK,  NEW  YORK, TO RBF FINANCE CO. (THE "ISSUER") OR ITS AGENT  FOR
REGISTRATION  OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURED  NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME  AS
IS  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS  MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR  OTHER  USE
HEREOF  FOR  VALUE  OR  OTHERWISE BY OR TO  ANY  PERSON  IS  WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF  THIS  GLOBAL  NOTE
SHALL   BE   LIMITED  TO  TRANSFERS  MADE  IN  ACCORDANCE  WITH   THE
RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.

THIS  GLOBAL  NOTE IS EXCHANGEABLE FOR A SECURED NOTE IN  DEFINITIVE,
FULLY  REGISTERED FORM, WITHOUT INTEREST COUPONS, IF (A) DTC NOTIFIES
THE  ISSUER  THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITORY
FOR  THIS  GLOBAL NOTE OR IF AT ANY TIME DTC CEASES TO BE A "CLEARING
AGENCY"  REGISTERED UNDER THE SECURITIES EXCHANGE  ACT  OF  1934,  AS
AMENDED,  AND A SUCCESSOR DEPOSITORY IS NOT APPOINTED BY  THE  ISSUER
WITHIN  90 DAYS OF SUCH NOTICE, (B) THE ISSUER EXECUTES AND  DELIVERS
TO   THE  TRUSTEE  A  NOTICE  THAT  THIS  GLOBAL  NOTE  SHALL  BE  SO
TRANSFERABLE, REGISTRABLE, AND EXCHANGEABLE, AND SUCH TRANSFER  SHALL
BE  SO  REGISTRABLE,  OR  (C)  AN EVENT OF  DEFAULT  (AS  HEREINAFTER
DEFINED)  HAS OCCURRED AND IS CONTINUING WITH RESPECT TO THE  SECURED
NOTES.]1

[THIS SECURED NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
THE  U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR  ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS SECURED NOTE MAY NOT
BE  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES  OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
AS SET FORTH IN THE NEXT SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR  (B)  IT
IS   AN   INSTITUTIONAL   "ACCREDITED  INVESTOR"   (AS   DEFINED   IN
RULE  501(A)(1),  (2),  (3)  OR  (7) UNDER  REGULATION  D  UNDER  THE
SECURITIES ACT (AN "IAI")),

(2)  AGREES THAT IT WILL NOT RESELL, OR OTHERWISE TRANSFER THIS  NOTE
EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
WHOM  THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS  OWN
ACCOUNT  OR  FOR  THE ACCOUNT OF A QIB IN A TRANSACTION  MEETING  THE
REQUIREMENTS  OF  RULE  144A,  (C) TO AN  IAI  THAT,  PRIOR  TO  SUCH
TRANSFER,  FURNISHES  THE  TRUSTEE WITH A  SIGNED  LETTER  CONTAINING
CERTAIN  REPRESENTATIONS AND AGREEMENTS RELATING TO THE  TRANSFER  OF
THIS  NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)  AND,
IF  SUCH  TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT  OF
NOTES  LESS  THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE  TO  THE
ISSUER  THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES  ACT,
OR  (D) TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF  THE
COMPANY  OR AN AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES
ACT)  OF  THE  COMPANY  AND, IN EACH CASE,  IN  ACCORDANCE  WITH  THE
APPLICABLE  SECURITIES LAW OF ANY STATE OF THE UNITED STATES  OR  ANY
OTHER APPLICABLE JURISDICTION, AND

(3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  OR
AN  INTEREST  HEREIN  IS TRANSFERRED A NOTICE  SUBSTANTIALLY  TO  THE
EFFECT OF THIS LEGEND.

THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.]2

[THE HOLDER:

(1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"  (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B)  IT  IS
AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),
(2),  (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN  "IAI")
OR  (C)  IT IS A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION  OF
THE  COMPANY  OR  AN  AFFILIATE (AS DEFINED IN  RULE  405  UNDER  THE
SECURITIES ACT) OF THE COMPANY.

(2)  AGREES THAT IT WILL NOT RESELL, OR OTHERWISE TRANSFER THIS  NOTE
EXCEPT  TO  (A)  A QIB, (B) AN IAI, OR (C) A PERSON INVOLVED  IN  THE
ORGANIZATION OR OPERATION OF THE COMPANY OR AN AFFILIATE (AS  DEFINED
IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY, AND

(3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE  OR
AN  INTEREST  HEREIN  IS TRANSFERRED A NOTICE  SUBSTANTIALLY  TO  THE
EFFECT OF THIS LEGEND.

THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER  ANY  TRANSFER OF THIS NOTE IN VIOLATION OF  THE  FOREGOING.
THE  INDENTURE  ALSO  CONTAINS A PROVISION REQUIRING  FINCO  AND  THE
COMPANY TO EXERCISE REASONABLE CARE TO ENSURE THAT THE SECURED  NOTES
ARE  RESOLD  OR OTHERWISE TRANSFERRED ONLY TO PURCHASERS MEETING  THE
REQUIREMENTS SPECIFIED IN CLAUSE (2) ABOVE.]3
_________________________________
1  These paragraphs should be included if the Secured Notes are issued
   in global form.
2  These paragraphs (the Private Placement Legend) should be replaced 
   upon the exchange of Initial Secured Notes for Exchange Secured
   Notes in the Exchange Offer or upon the registration of Initial
   Secured Notes pursuant to the Registration Rights Agreement by the
   paragraphs referred to in Footnote 3.



                   _____% Secured Notes due _____

                        RBF FINANCE CO.

No.
CUSIP No.

                                           $_____________________

          RBF  FINANCE CO. promises to pay to _______________________
or  registered  assigns,  the  principal sum  of  ___________________
United States Dollars, [or such greater or lesser amount as may  from
time to time be endorsed on Schedule A hereto]4 on [_________], ____.

          Interest Payment Dates:  March 15 and September 15
          Record Dates:  March 1 and September 1

           Reference is hereby made to the further provisions of this
Secured   Note  set  forth  on  the  reverse  hereof,  which  further
provisions  shall  for all purposes have the same effect  as  if  set
forth at this place.

           Unless  the certificate of authorization hereon  has  been
duly  executed  by the Trustee referred to on the reverse  hereof  by
manual  signature,  this Secured Note shall not be  entitled  to  any
benefit of this Indenture or be valid or obligatory for any purpose.
_____________________________
4  This is included on Global Notes only.



          IN  WITNESS  WHEREOF, the Issuer has caused this instrument
to be duly executed as of the date written below.


                               RBF FINANCE CO.



                               By:
                               Name:
                               Title:


                               By:
Dated:                         Name:
                               Title:

Certificate of Authentication:
This is one of the Secured Notes
referred to in the within-mentioned
Indenture:

UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee



By:
       Authorized Signatory


                          (Reverse of Note)

                  _____% Secured Note due ________

          Capitalized  terms  used  herein shall  have  the  meanings
assigned to them in this Indenture referred to below unless otherwise
indicated.
          
          1.    Interest.  RBF  Finance Co., a  Delaware  corporation
(such  corporation,  and  its  successors  and  assigns  under   this
Indenture  hereinafter  referred  to,  being  called  the  "Issuer"),
promises to pay interest on the principal amount of this Secured Note
at  _____% per annum until Maturity and shall pay Additional  Amounts
(as  defined), if any, and Special Interest, if any, payable pursuant
to  Section 5 of the Registration Rights Agreement referred to below.
The Issuer will pay interest, if any, and Additional Amounts, if any,
and  Special Interest, if any, semi-annually in arrears on  March  15
and September 15 of each year (each, an "Interest Payment Date"),  or
if  any  such  day  is  not a Business Day, on  the  next  succeeding
Business Day. Interest on the Secured Notes will accrue from the most
recent  date  to which interest has been paid or, if no interest  has
been paid, from the Issue Date; provided that if there is no existing
Default  in  the  payment of interest, and if this  Secured  Note  is
authenticated  between a Record Date referred to on the  face  hereof
and  the next succeeding Interest Payment Date, interest shall accrue
from  such  next September 15, 1999.  The Issuer shall  pay  interest
(including  post-petition  interest  in  any  proceeding  under   any
applicable  Federal,  State  or foreign bankruptcy  law)  on  overdue
installments of interest ("Defaulted Interest"), Additional  Amounts,
if  any,  and  Special  Interest, if  any,  (without  regard  to  any
applicable  grace periods) from time to time on demand  at  the  same
rate to the extent lawful. Interest will be computed on the basis  of
a 360-day year of twelve 30-day months.

          2.    Method  of Payment.  The Issuer will pay interest  on
the Secured Notes (except Defaulted Interest), Additional Amounts, if
any,  and Special Interest, if any, to the Persons who are registered
Holders  of  Secured Notes at the close of business  on  March  1  or
September 1 immediately preceding the Interest Payment Date (each,  a
"Record  Date"), even if such Secured Notes are canceled  after  such
Record  Date and on or before such Interest Payment Date,  except  as
provided  in Section 2.12 of the Indenture with respect to  Defaulted
Interest. The Secured Notes will be payable as to principal, premium,
interest,  Additional Amounts and Special Interest at the  office  or
agency of the Issuer maintained for such purpose within the City  and
State  of  New  York,  or, at the option of the  Issuer,  payment  of
interest and Additional Amounts and Special Interest may be  made  by
check  mailed  to  the Holders at their addresses set  forth  in  the
register  of  Holders,  provided that payment  by  wire  transfer  of
immediately  available  funds  will  be  required  with  respect   to
principal  of and interest, premium, if any, and Additional  Amounts,
if  any,  and Special Interest, if any, on, all Global Notes and  all
other  Secured  Notes the Holders of which shall have  provided  wire
transfer instructions to the Issuer and the Paying Agent prior to the
applicable  Record Date for such payment. Such payment  shall  be  in
such  coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
          
          3.    Additional Amounts.  Except to the extent required by
any  applicable law, regulation or governmental policy, any  and  all
payments  of, or in respect of, any Secured Note shall be  made  free
and  clear of and without deduction for or on account of any and  all
present  or  future  taxes, levies, imposts,  deduction,  charges  or
withholdings  and  all liabilities with respect  thereto  imposed  by
Panama,  The Bahamas or any other jurisdiction with which the Company
or  any  Subsidiary  Guarantor  has some  connection  (including  any
jurisdiction  (other  than  the United States  of  America)  from  or
through which payments under the Issuer Loans, the Secured Notes, the
Guarantee  or  the Subsidiary Guarantees (if any) are  made)  or  any
political  subdivision  of  or  any  taxing  authority  in  any  such
jurisdiction ("Panamanian Taxes," "Bahamian Taxes," or "Other Taxes,"
respectively).   If  the  Issuer,  the  Company  or  any   Subsidiary
Guarantor  shall  be  required  by law  to  withhold  or  deduct  any
Panamanian  Taxes, Bahamian Taxes, or Other Taxes from or in  respect
of any sum payable under an Issuer Loan Agreement, the Secured Notes,
the  Guarantee  or  a Subsidiary Guarantee, the sum  payable  by  the
Issuer, the Company or such Subsidiary Guarantor, as the case may be,
thereunder  shall  be increased by the amount ("Additional  Amounts")
necessary  so  that  after  making  all  required  withholdings   and
deductions,  the Holder or beneficial owner of a Secured  Note  shall
receive  an  amount equal to the sum that it would have received  had
not  such  withholdings and deductions been made; provided  that  any
such  sum  shall  not  be  paid in respect of any  Panamanian  Taxes,
Bahamian  Taxes  or  Other Taxes to a Holder (an  "Excluded  Holder")
(i) resulting from the beneficial owner of such Secured Note carrying
on  business  or being deemed to carry on business in  or  through  a
permanent  establishment  or  fixed  base  in  the  relevant   taxing
jurisdiction or having any other connection with the relevant  taxing
jurisdiction  or  any  political subdivision thereof  or  any  taxing
authority  therein  other than the mere holding  or  owning  of  such
Secured  Note, being a beneficiary of the Guarantee or any applicable
Subsidiary  Guarantee,  the  receipt of any  income  or  payments  in
respect of such Secured Note, such Issuer Loan, the Guarantee or  any
applicable  Subsidiary Guarantee or the enforcement of  such  Secured
Note,  such  Issuer Loans, the Guarantee or any applicable Subsidiary
Guarantee,  or  (ii)  that would not have been imposed  but  for  the
presentation  (where presentation is required) of such  Secured  Note
for payment more than 180 days after the date such payment became due
and  payable or was duly provided for, whichever occurs  later.   The
Issuer, the Company or the Subsidiary Guarantors, as applicable, will
also  (i) make such withholding or deduction and (ii) remit the  full
amount  deducted or withheld to the relevant authority in  accordance
with  applicable law, and, in any such case, the Issuer will  furnish
to  each Holder on whose behalf an amount was so remitted, within  30
calendar  days  after the date the payment of any  Panamanian  Taxes,
Bahamian  Taxes  or  Other Taxes is due pursuant to  applicable  law,
certified  copies  of  tax receipts evidencing such  payment  by  the
Issuer, the Company or the Subsidiary Guarantors, as applicable.  The
Issuer  will,  upon  written request of each Holder  (other  than  an
Excluded  Holder),  reimburse each such  holder  for  the  amount  of
(i) any Panamanian Taxes, Bahamian Taxes or Other Taxes so levied  or
imposed and paid by such holder as a result of payments under or with
respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian
Taxes,  or  Other  Taxes so levied or imposed  with  respect  to  any
reimbursement under the foregoing clause (i) so that the  net  amount
received  by such Holder (net of payments made under or with  respect
to  such  Secured  Notes, such Issuer Loans,  the  Guarantee  or  the
applicable Subsidiary Guarantees) after such reimbursement  will  not
be  less  than  the  net  amount the Holder would  have  received  if
Panamanian Taxes, Bahamian Taxes or Other Taxes on such reimbursement
had not been imposed.
          
          At  least 30 calendar days prior to each date on which  any
payment  under  or  with  respect to the Secured  Notes  is  due  and
payable, if the Issuer, the Company or the Subsidiary Guarantors,  as
applicable, will be obligated to pay Additional Amounts with  respect
to   such   payment,  the  Issuer,  the  Company  or  the  Subsidiary
Guarantors,  as applicable, will deliver to the Trustee an  officer's
certificate  stating the fact that such Additional  Amounts  will  be
payable  and  the  amounts so payable and will set forth  such  other
information  necessary to enable the Trustee to pay  such  Additional
Amounts to Holders on the payment date.
          
          If  any  Holder  or  beneficial owner of any  Secured  Note
receives  a refund of the Panamanian Taxes, Bahamian Taxes  or  Other
Taxes  after the Issuer, the Company or any Subsidiary Guarantor,  as
applicable,  has  paid  any  Additional  Amounts,  such   Holder   or
beneficial  owner  shall reimburse the Issuer,  the  Company  or  any
Subsidiary Guarantor, as applicable, for any amount of such refund.
          
          In  addition,  the  Issuer, the Company or  the  Subsidiary
Guarantors  will pay any stamp, issue, registration,  documentary  or
other similar taxes and duties, including interest and penalties,  in
respect  of  the  creation, issue and offering of the  Secured  Notes
payable  in  the United States, Panama, The Bahamas or any  political
subdivision thereof or taxing authority of or in the foregoing.   The
Issuer,  the  Company and the Subsidiary Guarantors,  as  applicable,
will  also  pay  and  indemnify the Trustee and the  Holders  of  the
Secured  Notes  from and against all court fees and  taxes  or  other
taxes  and duties, including interest and penalties, paid by  any  of
them  in any jurisdiction in connection with any action permitted  to
be  taken  by  the  Holders or the Trustee to  create  Liens  on  the
Collateral  or  to  enforce the Obligations of  the  Company  or  the
Subsidiary  Guarantors under the Secured Notes,  the  Indenture,  the
Guarantee,  the  Subsidiary  Guarantees,  the  Issuer  Loans  or  the
Security Agreements.
          
          Whenever there is mentioned, in any context, the payment of
principal, premium or interest in respect of any Secured Note or  the
net  proceeds  received on the sale or exchange of any Secured  Note,
such  mention  shall be deemed to include the payment  of  Additional
Amounts  of  Special Interest provided for in the  Indenture  to  the
extent  that, in such context, Additional Amounts are, were or  would
be payable in respect thereof pursuant to the Indenture.
          
          4.    Paying  Agent and Registrar. Initially,  the  Trustee
under  this  Indenture will act as Paying Agent  and  Registrar.  The
Issuer may change any Paying Agent or Registrar without notice to any
Holder.  In certain situations, the Issuer or any of its Subsidiaries
may act in any such capacity.
          
          5.    Indenture.  The Issuer issued the Secured Notes under
an  Indenture  dated as of March 26, 1999 ("Indenture")  between  the
Issuer,  R&B  Falcon Corporation (the "Company") acting as  guarantor
and  United  States  Trust  Issuer  of  New  York,  as  trustee  (the
"Trustee,"  which  term  includes any successor  trustee  under  this
Indenture).  The terms of the Secured Notes include those  stated  in
this Indenture and those made part of this Indenture by reference  to
the  U.S.  Trust  Indenture Act of 1939, as  amended  (15  U.S.  Code
  77aaa-77bbbb)  as  in effect on the date of  this  Indenture.   The
Secured Notes are subject to all such terms, and Holders are referred
to  this  Indenture and such Act for a statement of such terms.   The
Secured Notes are secured obligations of the Issuer issuable  in  two
series,  one consisting of 11% Senior Secured Notes dated  2006  (the
"7-Year  Secured Notes") limited to $400,000,000 aggregate  principal
amount  (subject  to  Section 2.7 of the Indenture),  and  the  other
consisting  of  11 3/8% Senior Secured Notes due 2009  (the  "10-Year
Secured Notes") limited to $400,000,000 in aggregate principal amount
(subject to Section 2.7 of the Indenture).  This Secured Note is  one
of the Secured Notes referred to in this Indenture.
          
          6.   Optional Redemptions.
          
          (a)   The  10-year Secured Notes.  Under the terms  of  the
Indenture, on or after March 15, 2004, the 10-Year Secured Notes will
be  redeemable, at the Lender's option, in whole or in part,  at  any
time  or  from time to time, upon not less than 30 nor more  than  60
days'  prior notice mailed by first-class mail to the Holders of  the
10-Year  Secured Notes, at the following Redemption Prices (expressed
in  percentages  of  principal  amount),  plus  accrued   and  unpaid
interest (including Special Interest, if any, and Additional Amounts,
if  any)  to  the  Redemption Date, if redeemed during  the  12-month
period commencing on March 15 of the years set forth below.
                                            
      Period                           Redemption Price

      2004                                 105.6875%
      2005                                 103.7917%
      2006                                 101.8958%
      2007 and thereafter                  100.0000

The  Company  shall prepay the Issuer Loans in whole or  in  part  to
provide funds for such redemption.  Any prepayments by the Company on
the  Issuer Loans required to be made to provide funds for the Issuer
to  make this redemption shall be made on the 10-Year Tranche of each
Issuer Loan on a pro rata basis.
          
          (b)    7-Year  Secured  Notes.   Under  the  terms  of  the
Indenture,  the  7-Year  Secured Notes will  be  redeemable,  at  the
Lender's  option at any time in whole or from time to  time  in  part
upon  not less than 30 and not more than 60 days' prior notice mailed
by  first  class mail to the Holders of the 7-Year Secured Notes,  on
any  date prior to Maturity at a price equal to 100% of the principal
amount  thereof  plus accrued and unpaid interest (including  Special
Interest,  if any, and Additional Amounts, if any) to the  Redemption
Date  plus  the  Make-Whole Premium applicable to the 7-Year  Secured
Notes  determined in the manner provided for in Section  3.7  of  the
Indenture.  The Company shall prepay the Issuer Loans in whole or  in
part  to provide funds for such redemption.  Any prepayments  by  the
Company on the Issuer Loans required to be made to provide funds  for
the  Lender  to  make such a redemption shall be made on  the  7-Year
Tranche of the Issuer Loans on a pro rata basis.
          
          (c)   Notices  of redemption will be mailed by first  class
mail at least 30 days but not more than 60 days before the Redemption
Date  to  each Holder whose Secured Notes are to be redeemed  at  its
registered address. Secured Notes in denominations larger than $1,000
may  be  redeemed in part but only in integral multiples  of  $1,000,
unless  all of the Secured Notes of the applicable series held  by  a
Holder are to be redeemed. Unless the Issuer defaults in making  such
redemption  payment,  on  and  after  the  Redemption  Date  interest
(including Special Interest, if any and Additional Amounts,  if  any)
ceases  to  accrue  on Secured Notes or portions thereof  called  for
redemption.
          
          7.    Redemption upon Loss of a Rig.  If an Event  of  Loss
occurs at any time with respect to a Mortgaged Rig (the Mortgaged Rig
suffering  such  Event of Loss being the "Lost Mortgaged  Rig"),  the
Company shall apply funds in an amount (the "Loss Redemption Amount")
equal  to the principal amount of the applicable Issuer Loan  secured
by  the  Lost Mortgaged Rig outstanding on the date (the "Loss Date")
on  which  such  Event of Loss was deemed to have occurred,  together
with all accrued and unpaid interest (including Special Interest,  if
any,  and  Additional Amounts, if any) thereon, to the prepayment  of
such  Issuer Loan; if a Default shall have occurred and be continuing
at  the time of receipt of the Event of Loss Proceeds with respect to
such Event of Loss, the Company will also be required to prepay other
Issuer Loans on a pro rata basis in an aggregate amount equal to  the
excess  of the Net Event of Loss over the Loss Redemption Amount,  if
any, together with all accrued and unpaid interest (including Special
Interest,  if  any,  and Additional Amounts, if any)  thereon.   Such
payments  on the Issuer Loan or Loans shall be made directly  to  the
Trustee for deposit into the Issuer Escrow Account.  Such funds shall
constitute  part of the Collateral pending application in  accordance
with the next paragraph.
          
          Upon  the earlier to occur of (A) 30 days after the receipt
of  such  Event of Loss Proceeds by the Company (the "Loss  Proceeds
Receipt  Date")  and (B) 180 days after the Loss  Date,  the  Issuer
shall redeem Secured Notes, of both series, in whole or in part on  a
pro  rata  basis,  at  a  Redemption Price equal  to  100%  of  their
principal   amount,  plus  accrued  and  unpaid  interest  (including
Additional  Amounts and Special Interest, if any) to  the  Redemption
Date,  in  an aggregate principal amount equal to the Loss Redemption
Amount  or  the Net Event of Loss Proceeds, as the case may  be.  The
Issuer  and the Company shall treat as Loss Excess Proceed the amount
equal  to (i) the excess of the Net Event of Loss Proceeds from  such
Event  of  Loss  over  the funds applied pursuant  to  the  preceding
sentence,  less  (ii) the amount of such excess  Net  Event  of  Loss
Proceeds  (A)  used to repay Senior Indebtedness of  the  Company  or
secured  Senior Indebtedness of a Subsidiary Guarantor then owning  a
Mortgaged   Rig,  in  each  case,  with  a  permanent  reduction   of
availability in the case of revolving credit borrowings and owing  to
a  Person other than the Company or any of its Subsidiaries,  or  (B)
invested  in  Additional Assets (as determined in good faith  by  the
Board  of  Directors,  whose determination shall  be  conclusive  and
evidenced by a Board Resolution).
          
          8.    Redemption  Upon  Sale  of  a  Mortgaged  Rig.  If  a
Mortgaged  Rig  or the Capital Stock of a Subsidiary  Guarantor  then
owning  a Mortgaged Rig is sold in compliance with the terms  of  the
Indenture  (the  Mortgaged Rig so sold or  owned  by  the  Subsidiary
Guarantor  whose Capital Stock is so sold being the "Sold  Mortgaged
Rig"),  the  Company  shall apply funds in  an  amount  (the  "Sale
Redemption Amount") equal to the principal amount of the Issuer Loan
secured  by  such Sold Mortgaged Rig on the date of  such  sale  (the
"Sale  Date"),  together  with  all  accrued  and  unpaid  interest
(including Special Interest, if any, and Additional Amounts, if  any)
thereon, plus any additional amounts required by the Issuer to redeem
the  Secured  Notes to the extent required by the next paragraph,  to
the  repayment of such Issuer Loan. If a Default shall have  occurred
and  be  continuing at the time of receipt of the cash  consideration
with  respect  to such Sold Mortgaged Rig, the Company will  also  be
required  to  prepay other Issuer Loans on a pro  rata  basis  in  an
aggregate  amount  equal  to the excess of such  Net  Available  Cash
attributable  to  such Sold Mortgaged Rig over such  Sale  Redemption
Amount.  Such payments on the Issuer Loan or Loans shall be allocated
between  the  7-year  Tranche and the 10-year Tranche  of  each  such
Issuer  Loan  on a pro rata basis and shall be made directly  to  the
Trustee for deposit into the Issuer Escrow Account. Such funds  shall
constitute  part of the Collateral pending application in  accordance
with the next paragraph.
  
  Upon  the earlier to occur of (A) 30 days after the receipt of such
Net  Available Cash (the "Sale Proceeds Receipt Date") and  (B)  60
days  after the Sale Date, the Issuer shall redeem Secured  Notes  of
both series, in whole or in part on a pro rata basis, in an aggregate
principal  amount  equal to the Sale Redemption  Amount  or  the  Net
Available Cash, as the case may be, at a Redemption Price equal to:
  
     (x)   In  respect  to  the 10-year Secured  Notes  (i)  if  such
     redemption  is  before March 15, 2004, the sum of the  remaining
     scheduled   payments  of  interest,  through  March   15,   2004
     (including  Additional  Amounts and Special  Interest)  and  the
     Redemption Price as of March 15, 2004 as set forth in  paragraph
     7  above as discounted to their present values to the Redemption
     Date  on  a semiannual basis (assuming a 360-day year consisting
     of  twelve  30-day months) at the Treasury Rate  plus  50  basis
     points,  plus  accrued and unpaid interest on the Secured  Notes
     to  the  Redemption  Date or (ii) if such redemption  is  on  or
     after  March  15, 2004, the Redemption Price then applicable  as
     described in paragraph 7 above, or

     (y)   In  respect of the 7-year Secured Notes, the  sum  of  the
     remaining   scheduled   payments  of  principal   and   interest
     (including  Additional  Amounts and Special  Interest,  if  any)
     thereon,   as  discounted  to  their  present  values   to   the
     redemption  date on a semiannual basis (assuming a 360-day  year
     consisting  of twelve 30-day months) at the Treasury  Rate  plus
     50 basis points;

in  each  case  plus  accrued and unpaid interest (including  Special
Interest,  if  any, and Additional Amounts, if any)  on  the  Secured
Notes to the Redemption Date.

          
          9.   Repurchase at Option of Holder.
          
          (a)   Upon  the  occurrence of a Change  of  Control,  each
Holder  will have the right to require the Issuer to repurchase  such
Holder's  Secured Notes in whole or in part (the "Change  of  Control
Offer")  at a purchase price (the "Change of Control Purchase Price")
in cash equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest thereon, if any, and Special Interest, if
any, and Additional Amounts, if any, to the Change of Control Payment
Date on the terms described in this Indenture.
          
          Notwithstanding  the foregoing, a Change of  Control  shall
not  be  deemed to have occurred if (a) the ratings assigned  to  the
Secured  Notes by Moody's and S&P prior to the announcement  are  not
downgraded or placed on a negative credit watch by either such rating
agency  as  a result thereof and (b) no Default has occurred  and  is
continuing.
          
          Within 30 days following any Change of Control, the Company
shall  send,  or  cause  to  be sent, by first  class  mail,  postage
prepaid,  a  notice  regarding the Change of Control  Offer  to  each
Holder  of Secured Notes.  The Holder of this Secured Note may  elect
to  have  this  Secured  Note or a portion hereof  in  an  authorized
denomination  purchased by completing the form  entitled  "Option  of
Holder  to  Require  Purchase" appearing  below  and  tendering  this
Secured  Note  pursuant to the Change of Control Offer.   Unless  the
Issuer defaults in the payment of the Change of Control Payment  with
respect  thereto, all Secured Notes or portions thereof accepted  for
payment pursuant to the Change of Control Offer will cease to  accrue
interest  (and Additional Amounts, if any, and Special  Interest,  if
any) from and after the Change of Control Purchase Date.
          
          (b)   If,  as  of the first day of any calendar month,  the
aggregate  amount  of Sale Excess Proceeds and Loss  Excess  Proceeds
exceeds 10% of consolidated total assets of the Company, and  if  the
excess  aggregate  amount  of Sale Excess Proceeds  and  Loss  Excess
Proceeds  not  theretofore subject to an Excess Proceeds  Offer  (the
"Excess  Proceeds Offer Amount"), totals as least $10.0 million,  the
Issuer must, not later than the fifteenth Business Day of such month,
make  an  offer  (an  "Excess Proceeds Offer") to purchase  from  the
Holders  pursuant to and subject to the conditions contained  in  the
Indenture  on  a  pro  rata basis an aggregate  principal  amount  of
Secured  Notes equal to such excess aggregate amount of  Sale  Excess
Proceeds and Loss Excess Proceeds available on such first day of  the
month,  at a purchase price equal to 100% of their principal  amount,
plus,  in  each  case,  any  accrued interest  (including  Additional
Amounts  and Special Interest, if any) to the date of purchase.   The
Company  is also required, not later than the fifteenth Business  Day
of  such  month, to make an offer to purchase 12 1/4% Senior Notes  due
2006  (the "New Senior Notes") at a purchase price equal to  100%  of
their principal amount, plus any accrued interest (including "special
interest") to the date of purchase.  The Excess Proceeds Offer Amount
will  be  allocated on a pro rata basis between the  Issuer  for  its
Excess Proceeds Offer to Holders of the Secured Notes and the Company
for  its  "Excess Proceeds Offer" to the Holders of  the  New  Senior
Notes.  The Company will prepay the Issuer Loans on a pro rata basis,
or make loans constituting Subordinated Obligations to the Issuer, to
permit  the  Issuer  to purchase any Secured Notes  validly  tendered
pursuant  to  an Excess Proceeds Offer.  Any amounts remaining  after
all  Secured  Notes validly tendered are purchased  shall  no  longer
constitute Sale Excess Proceeds or Loss Excess Proceeds.
          
          Within 30 days of the date the excess amount of Sale Excess
Proceeds  and  Loss Excess Proceeds in excess of 10% of  consolidated
total  assets of the Company exceeds $10.0 million, the Issuer  shall
send,  or  cause to be sent, by first class mail, postage prepaid,  a
notice  regarding the Excess Proceeds Offer to each Holder of Secured
Notes.   The  Holder  of this Secured Note may  elect  to  have  this
Secured  Note  or  a  portion  hereof in an  authorized  denomination
purchased by completing the form entitled "Option of Holder to  Elect
Purchase" appearing below and tendering this Secured Note pursuant to
the Excess Proceeds Offer.  Unless the Issuer defaults in the payment
of the Excess Proceeds Offer Purchase Price with respect thereto, all
Secured  Notes or portions thereof selected for payment  pursuant  to
the  Excess  Proceeds Offer will cease to accrue interest  (including
Special  Interest and Additional Amounts, if any) from and after  the
Excess Proceeds Offer Purchase Date.
          
          10.   Denominations;  Transfer and  Exchange.  The  Secured
Notes  of  each  series  are in registered form  without  coupons  in
denominations  of  $1,000  and  integral  multiples  of  $1,000.  The
transfer of Secured Notes may be registered and Secured Notes may  be
exchanged as provided in the Indenture. The Registrar and the Trustee
may  require  a  Holder, among other things, to  furnish  appropriate
endorsements  and  transfer documents (including  in  certain  cases,
opinions of counsel) and the Issuer may require a Holder to  pay  any
taxes  and  fees  required by law or permitted by the Indenture.  The
Issuer need not exchange or register the transfer of any Secured Note
or  portion of a Secured Note selected for redemption, except for the
unredeemed portion of any Secured Note being redeemed in part.  Also,
it  need  not exchange or register the transfer of any Secured  Notes
for  a  period of 15 days before a selection of Secured Notes  to  be
redeemed  or  during  the  period  between  a  Record  Date  and  the
corresponding Interest Payment Date.
          
          11.   Persons  Deemed Owners. The registered  Holder  of  a
Secured Note may be treated as its owner for all purposes.
          
          12.  Amendment, Supplement and Waiver.  With the consent of
the Holders of not less than a majority in aggregate principal amount
of  the  outstanding  Secured Notes (including consents  obtained  in
connection  with  a tender offer or exchange offer  for  the  Secured
Notes),  the Issuer, the Company, the Subsidiary Guarantors, if  any,
and the Trustee may enter into one or more indentures supplemental to
the Indenture for the purpose of adding any provisions to or changing
in  any  manner or eliminating any of the provisions of the Indenture
or  of  modifying  in any manner the rights of the holders;  provided
that  no such supplemental indenture may, among other things, without
the  consent of the Holder of each outstanding Secured Noted affected
thereby,  (i)  reduce  the amount Secured Notes  whose  Holders  must
consent  to an amendment, (ii) reduce the rate of or extend the  time
for  payment  of  interest on any Secured Note or  any  Issuer  Loan,
(iii)  reduce the principal of or extend the Stated Maturity  of  any
Secured  Note  or  any Issuer Loan, (iv) modify  the  obligations  of
Issuer  to make mandatory redemptions or otherwise reduce the premium
payable upon the redemption of any Secured Note or change the time at
which  any  Secured  Note may be or is required  to  be  redeemed  as
described under the covenant described in the paragraphs 6, 7  and  8
above,  (v)  modify the obligations of the Company to make  mandatory
repayments or change the time at which an Issuer Loan may  be  or  is
required  to be repaid under the covenant described in the paragraphs
7 and 8 above, (vi) make any Secured Note payable in money other than
that stated in the Secured Note, (vii) impair the right of any Holder
of  the Secured Notes to receive payment of principal of and interest
on  such Holder's Secured Notes on or after the due dates therefor or
to  institute  suit  for the enforcement of any payment  on  or  with
respect to such Holder's Secured Notes, (viii) make any change in the
amendment  provisions which require each Holder's consent or  in  the
waiver  provisions,  (ix) make any change in  the  Guarantee  or  any
Security  Agreement  or Issuer Loan Agreement  that  would  adversely
affect the Noteholders or terminate the Lien of the Indenture or  any
Security  Agreement  on any property at any time subject  thereto  or
deprive  the  Holders of the security afforded by  the  Lien  of  the
Indenture  or  the  Security Agreements or the Issuer  of  the  Liens
securing the Issuer Loans.
          
          13.   Defaults and Remedies. Events of Default  include  in
summary  form:  (i) default for 30 days in the payment  when  due  of
interest  on, or Special Interest or Additional Amounts with  respect
to, the Secured Notes or an Issuer Loan; (ii) default in payment when
due  of  the principal of or premium, if any, on any Secured Note  or
Issuer Loan; (iii) failure by the Issuer to comply with Sections 3.8,
3.9,  4.8, 4.15 or 5.1 of the Indenture; (iv) failure by the  Issuer,
the  Company and the Subsidiary Guarantee secured for 60  days  after
notice  to  comply with any of its other agreements in this Indenture
or the Secured Notes or the occurrence of an event of default under a
Mortgage;  (v)  Indebtedness of the Issuer or any Subsidiary  is  not
paid  when  due  within the applicable grace period, if  any,  or  is
accelerated by the holders thereof and, in either case, the aggregate
principal  amount of such unpaid or accelerated Indebtedness  exceeds
$20,000,000  or  more;  (vi) failure by the  Issuer  or  any  of  its
Restricted Subsidiaries to pay final judgments aggregating in  excess
of  $20,000,000, which judgments are not paid, discharged  or  stayed
for  a  period  of  60 days; (viii) certain events of  bankruptcy  or
insolvency with respect to the Issuer, the Company or any Significant
Subsidiary; (ix) the Guarantee or any Subsidiary Guarantee shall  for
any  reason  cease  to  be, or be asserted  by  the  Company  or  any
Subsidiary  Guarantor, as applicable, not to be,  in  full  force  as
effect (except pursuant to the release of any Subsidiary Guarantee in
accordance with this Indenture); and (x) the Liens under the Security
Agreements  shall, at any time, cease to be in full force and  effect
for  any  reason  (other than by operation of the provisions  of  the
Indenture and the Security Agreements) other than the satisfaction in
full  of  all  obligations under the Indenture and discharge  of  the
Indenture,  or any Lien created thereunder shall be declared  invalid
or  unenforceable  or  the  Issuer, the  Company  or  the  Subsidiary
Guarantee  shall  assert, in any pleading in any court  of  competent
jurisdiction, that any such Lien is invalid or unenforceable.
          
          Holders of the Secured Notes may not enforce this Indenture
or  the  Secured Notes except as provided in this Indenture.  Subject
to  certain limitations, Holders of a majority in principal amount of
the  then  outstanding Secured Notes may direct the  Trustee  in  its
exercise  of  any  trust  or power.  The Trustee  may  withhold  from
Holders  of  the  Secured Notes notice of any continuing  Default  or
Event  of  Default (except a Default or Event of Default relating  to
the  payment  of  principal, premium, if  any,  or  interest)  if  it
determines that withholding notice is not opposed to the interests of
the  Holders.   Subject  to certain limitations,  the  Holders  of  a
majority  in  aggregate principal amount of the  Secured  Notes  then
outstanding by notice to the Trustee may on behalf of the Holders  of
all  of the Secured Notes then outstanding waive any existing Default
or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on,
or the principal of, premium, if any, on, interest (including Special
Interest  and  Additional Amounts, if any) on, and, if any,  on,  the
Secured  Notes.   The Issuer is required to deliver  to  the  Trustee
annually a statement regarding compliance with the Indenture, and the
Issuer  is  required upon becoming aware of any Default or  Event  of
Default,  to  deliver  to  the Trustee a  statement  specifying  such
Default or Event of Default.
          
          14.   Defeasance  Prior  to  Maturity  or  Redemption.  The
Issuer,  at  its  election, shall (a) be  deemed  to  have  paid  and
discharged  its debt on the Secured Notes and this Indenture  and  on
Security  Agreements,  the  Guarantee and the  Subsidiary  Guarantees
shall  cease  to  be of further effect as to all outstanding  Secured
Notes   (except  as  to  (i)  rights  of  registration  of  transfer,
substitution  and exchange of Secured Notes, (ii) the Issuer's  right
of  optional redemption, (iii) rights of Holders to receive  payments
of  principal  of,  premium, if any, and interest (including  Special
Interest  and Additional Amounts, if any) on the Secured  Notes  (but
not the Change of Control Purchase Price or the Excess Proceeds Offer
Purchase  Price) and any rights of the Holders with respect  to  such
amounts,  (iv) the rights, obligations and immunities of the  Trustee
under  this Indenture, and (v) certain other specified provisions  in
this  Indenture)  or (b) cease to be under any obligation  to  comply
with  certain  restrictive  covenants  that  are  described  in  this
Indenture,  after  the irrevocable deposit by  the  Issuer  with  the
Trustee,  in trust for the benefit of the Holders, at any time  prior
to  the  Stated  Maturity of the Secured Notes, of (i)  money  in  an
amount, (ii) U.S. Government Obligations which through the payment of
interest and principal will provide, not later than one Business  Day
before  the  due  date of payment in respect of such  Secured  Notes,
money  in an amount, or (C) a combination thereof sufficient  to  pay
and  discharge  the principal of, premium, if any  on,  and  interest
(including Additional Amounts and Special Interest, if any) on,  such
Secured  Notes  then  outstanding on the  dates  on  which  any  such
payments  are due in accordance with the terms of this Indenture  and
of such Secured Notes.
          
          15.  Security Agreements.  As provided in the Indenture and
the  Security Agreements and subject to certain limitations set forth
therein, the Obligations of the Issuer under the Indenture,  and  the
Security Agreements are secured by the Collateral as provided in  the
Security  Agreements.   Each  Holder, by accepting  a  Secured  Note,
agrees  to  be  bound  to all terms and provisions  of  the  Security
Agreements, as the same may be amended from time to time.  The  Liens
created  under  the  Security Agreements shall be released  upon  the
terms  and subject to the conditions set forth in the Indenture,  and
the Security Agreements.
          
          16.   Trustee  Dealings with the Issuer  and  the  Company.
Subject  to  certain limitations imposed by the Trust Indenture  Act,
the  Trustee, in its individual or any other capacity, may make loans
to,  accept  deposits from, and perform services for the Issuer,  the
Company  or  its Affiliates, and may otherwise deal with the  Issuer,
the Company or its Affiliates, as if it were not the Trustee.
          
          17.   No  Recourse  Against Others.  A  director,  officer,
employee,  incorporator or stockholder of the Issuer, the Company  or
any  Subsidiary Guarantor, as such, shall not have any liability  for
any  obligations  of  the  Issuer,  the  Company  or  any  Subsidiary
Guarantors  under the Secured Notes, this Indenture,  the  Subsidiary
Guarantees or for any claim based on, in respect of, or by reason of,
such  Obligations  or  their creation. Each  Holder  by  accepting  a
Secured  Note waives and releases all such liability. The waiver  and
release are part of the consideration for the issuance of the Secured
Notes.
          
          18.   GOVERNING LAW. THE INTERNAL LAW OF THE STATE  OF  NEW
YORK  SHALL GOVERN AND BE USED TO CONSTRUE THIS SECURED NOTE, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
          
          19.   Authentication. This Secured Note shall not be  valid
until  authenticated by the manual signature of  the  Trustee  or  an
authenticating agent.
          
          20.  Abbreviations. Customary abbreviations may be used  in
the  name of a Holder or an assignee, such as: TEN COM (= tenants  in
common),  TEN  ENT (= tenants by the entireties),  JT  TEN  (=  joint
tenants  with  right of survivorship and not as tenants  in  common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
          
          21.   Additional  Rights of Holders of Transfer  Restricted
Secured  Notes.  In  addition to the rights provided  to  Holders  of
Secured  Notes under the Indenture, Holders of Transferred Restricted
Secured Notes (as defined in the Registration Rights Agreement) shall
have  all  the rights set forth in the Registration Rights  Agreement
dated  as  of  the  date of this Indenture, between the  Issuer,  the
Company  and  the parties named on the signature pages  thereof  (the
"Registration Rights Agreement").
          
          22.    CUSIP   Numbers.   Pursuant  to   a   recommendation
promulgated  by  the  Committee  on Uniform  Security  Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on  the
Secured  Notes  and the Trustee may use CUSIP numbers in  notices  of
redemption as a convenience to Holders. No representation is made  as
to  the  accuracy of such numbers either as printed  on  the  Secured
Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

          The  Issuer will furnish to any Holder upon written request
and  without  charge a copy of the Indenture and/or the  Registration
Rights Agreement. Requests may be made to:
          
          RBF Finance Co.
          901 Threadneedle
          Houston, Texas 77079-2982
          Telephone No.:  (281) 496-5000
          Telecopier No.:  (281) 496-0285


                              GUARANTEE
                                  
          Subject to the limitations set forth in the Indenture,  the
Company  and each Subsidiary Guarantor (each hereinafter referred  to
as  a  "Guarantor," which term includes any successor  or  additional
Guarantors   under  the  Indenture)  have  jointly   and   severally,
irrevocably  and unconditionally guaranteed (a) the due and  punctual
payment  of the principal (and premium, if any) of and interest  (and
Special  Interest, if any and Additional Amounts,  if  any),  on  the
Secured  Notes,  whether  at  Maturity,  by  acceleration,  call  for
redemption,  upon a Change of Control Offer, Excess  Proceeds  Offer,
purchase  or otherwise, (b) the due and punctual payment of  interest
on  the  overdue principal of and interest (and Special Interest,  if
any  and  Additional Amounts, if any), on the Secured  Notes  to  the
extent  lawful,  (c) the due and punctual performance  of  all  other
Obligations  of  the Issuer and the Guarantors to the  Holders  under
this Indenture and the Secured Notes and (d) in case of any extension
of  time  of payment or renewal of any Secured Notes or any  of  such
other Obligations, the same will be promptly paid in full when due or
performed  in accordance with the terms of the extension or  renewal,
whether  at  Maturity, by acceleration, call for redemption,  upon  a
Change   of  Control  Offer,  Excess  Proceeds  Offer,  purchase   or
otherwise,  provided  that to the extent that  the  Company  makes  a
payment on the Guarantee, it will be deemed to have made a payment on
the  Issuer  Loans then outstanding, and will otherwise be subrogated
to  the Issuer's rights on the Issuer Loans, to the extent that  such
Issuer Loans remain unpaid. Capitalized terms used herein shall  have
the same meanings assigned to them in this Indenture unless otherwise
indicated.

          Payment  on  each Secured Note is guaranteed,  jointly  and
severally,  by  the  Guarantor  pursuant  to  Article  XIII  of  this
Indenture  and  reference is made to such Indenture for  the  precise
terms of the Guarantees.

          The  Obligations  of  each Guarantor  are  limited  to  the
maximum  amount  as will, after giving effect to such maximum  amount
and all other contingent and fixed liabilities of such Guarantor, and
after giving effect to any collections from or payments made by or on
behalf  of any other Guarantor in respect of the Obligations of  such
other  Guarantor under the Guarantee or its Subsidiary Guarantee,  as
applicable,  or pursuant to its contribution obligations  under  this
Indenture,  result  in the Obligations of such  Guarantor  under  the
Guarantee   or   its   Subsidiary  Guarantee,  as   applicable,   not
constituting a fraudulent conveyance or fraudulent transfer under any
applicable Federal, State or foreign bankruptcy law or not  otherwise
being  void,  voidable  or unenforceable under  any  such  applicable
bankruptcy  law. Each Guarantor that makes a payment or  distribution
under  the Guarantee or a Guarantee, as applicable, shall be entitled
to  a  contribution from each other Guarantor in a  pro  rata  amount
based on the Adjusted Net Assets of each Guarantor.

          Certain  of  the  Guarantor  may  be  released  from  their
Subsidiary  Guarantees upon the terms and subject to  the  conditions
provided in the Indenture.

          The Guarantee or Subsidiary Guarantee shall be binding upon
each  Guarantor listed below and its successors and assigns and shall
inure to the benefit of the Trustee and the Holders and, in the event
of any transfer or assignment of rights by any Holder or the Trustee,
the  rights  and  privileges herein conferred upon that  party  shall
automatically extend to and be vested in such transferee or assignee,
all subject to the terms and conditions in the Indenture.

                      [SIGNATURE PAGE FOLLOWS]

R&B FALCON CORPORATION



By:
Name:
Title:



                           ASSIGNMENT FORM


To  assign  this Secured Note, fill in the form below:  (I)  or  (we)
assign and transfer this Secured Note to

_____________________________________________________________________
_________
         (Insert assignee's Social Security or tax I.D. no.)


     (Print or type assignee's name, address and zip code)

and irrevocably appoint______________________________________________
to transfer this Secured Note on the books of the Issuer or the agent
appointed  by the Issuer to maintain such books. The agent  appointed
hereby may substitute another to act for him.



Date:  ________________________

Your signature: __________________________________
(Sign exactly as your name appears on the face of this Secured Note)


Signature Guarantee:
               Option of Holder to Elect Purchase


          If you want to elect to have this Secured Note purchased by
the  Issuer pursuant to Section 3.10 or 4.8 of this Indenture,  check
the box below:

                 Section 3.10             Section 4.8

           If you want to elect to have only part of the Secured Note
purchased  by the Issuer pursuant to Section 3.10 or Section  4.8  of
this Indenture, state the amount you elect to have purchased (must be
an integral multiple of $1,000): $__________________



                              Your Signature:
                                              (Sign  exactly as  your
                                        name  appears on the  Secured
                                        Note)

Signature Guarantee:          Social  Security or Tax  Identification
                              No.:


-------------------------------------------------------------------------

                             SCHEDULE A
                                  
            CHANGES IN PRINCIPAL AMOUNT OF SECURED NOTE 5

           The  following  changes in the principal  amount  of  this
Global Note have been recorded:

                                         Principal        
              Amount of    Amount of     Amount of        
             decrease in  increase in      this           
              Principal    Principal    Global Note   Signature
  Date of     Amount of    Amount of     following       of
Transaction  this Global  this Global      such      authorized
                 Note         Note       decrease      officer
                                            (or      of Trustee
                                         increase)


_____________________________
5  This should only be included if the Secured Note is issued in
   global form.
                                                     
-------------------------------------------------------------------------
                                                      Exhibit B-1



    FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
          FROM U.S. GLOBAL NOTE TO REGULATION S GLOBAL NOTE
          (Pursuant to Section 2.6(a)(1) of this Indenture)


United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036

Attention:  Corporate Trust Administration

          Re:   11% Senior Secured Notes due 2006 of RBF Finance Co.
             11 3/8% Senior Secured Notes due 2009 of RBF Finance Co.

          Reference  is hereby made to this Indenture,  dated  as  of
March  26,  1999  (the "Indenture"), between RBF Finance  Corp.  (the
"Issuer"), R&B Falcon Corporation (the "Company"), the Persons acting
as   Subsidiary   Guarantors  and  named  therein  (the   "Subsidiary
Guarantors") and United States Trust Company of New York, as  trustee
(the  "Trustee"). Capitalized terms used but not defined herein shall
have the meanings given them in this Indenture.

          This letter relates to U.S.$___________ principal amount of
[7-year Secured Notes] [10-year Secured Notes] which are evidenced by
one  or  more U.S. Global Notes and held with the Depositary  in  the
name   of  _____________  (the  "Transferor").  The  Transferor   has
requested a transfer of such beneficial interest in the Secured Notes
to  a  Person who will take delivery thereof in the form of an  equal
principal amount of Secured Notes of the same series evidenced by one
or  more Regulation S Global Secured Notes, which amount, immediately
after  such  transfer,  is  to be held with  the  Depositary  through
Euroclear or Cedel or both.

          In  connection  with such request and in  respect  of  such
Secured Notes, the Transferor hereby certifies that such transfer has
been effected in compliance with the transfer restrictions applicable
to  the Global Notes and pursuant to and in accordance with Rule  903
or  Rule  904  under the United States Securities  Act  of  1933,  as
amended (the "Securities Act"), and accordingly the Transferor hereby
further certifies that:

                     (1)  The offer of the Secured Notes was not made
               to  a  person in the United States and, if the  40-day
               restricted  period  has  not  yet  expired   and   the
               Transferor is a dealer (as defined in Section 2(12) of
               the  Securities Act), or a person receiving a  selling
               concession,  fee or other remuneration in  respect  of
               the    Secured   Notes   being   sold   (collectively,
               "Dealers"), (i) neither the Transferor or  any  person
               acting  on its behalf knows that the transferee  is  a
               U.S.  person and (ii) if the Transferor or any  person
               acting  on its behalf knows that the transferee  is  a
               Dealer, the Transferor or person acting on its  behalf
               has  sent  a  confirmation  or  other  notice  to  the
               transferee  stating  that the  Secured  Notes  may  be
               offered  or  sold during the 40-day restricted  period
               only  in  accordance with the provisions of Regulation
               S,  pursuant to registration under the Securities  Act
               or   pursuant  to  an  available  exemption  from  the
               registration requirements of the Securities Act;
               
                    (2)  either:
               
                               (a)   at  the time the buy  order  was
                    originated, the transferee was outside the United
                    States or the Transferor and any person acting on
                    its  behalf reasonably believed and believes that
                    the transferee was outside the United States; or
                    
                               (b)  the transaction was executed  in,
                    on  or  through  the facilities of  a  designated
                    offshore   securities  market  and  neither   the
                    Transferor  nor any person acting on  its  behalf
                    knows that the transaction was prearranged with a
                    buyer in the United States;
                    
                     (3)   no directed selling efforts have been made
               in contravention of the requirements of Rule 904(b) of
               Regulation S;
               
                     (4)   the transaction is not part of a  plan  or
               scheme  to  evade the registration provisions  of  the
               Securities Act; and
               
                     (5)   upon  completion of the  transaction,  the
               beneficial  interest  being transferred  as  described
               above  is  to  be  held  with the  Depositary  through
               Euroclear or Cedel or both.
               
          Upon giving effect to this request to exchange a beneficial
interest  in  a  U.S.  Global Note for a  beneficial  interest  in  a
Regulation S Global Note.  The resulting beneficial interest shall be
subject  to  the restrictions on transfer applicable to Regulation  S
Global Notes pursuant to the Indenture and the Securities Act and, if
such transfer occurs prior to the end of the 40-day restricted period
associated with the initial offering of Secured Notes, the additional
restrictions applicable to transfers of interest in the Regulation  S
Temporary Global Note.

           This  certificate and the statements contained herein  are
made for your benefit and the benefit of the Issuer, the Company  and
Donaldson,  Lufkin & Jenrette Securities Corporation,  (the  "Initial
Purchaser"),  the  Initial  Purchaser of  such  Secured  Notes  being
transferred. We acknowledge that you, the Issuer, the Company and the
Initial  Purchaser will rely upon our confirmations,  acknowledgments
and  agreements set forth herein, and we agree to notify you promptly
in  writing if any of our representations or warranties herein ceases
to  be accurate and complete. Terms used in this certificate and  not
otherwise  defined in this Indenture have the meanings set  forth  in
Regulation S under the Securities Act.

                              [Insert Name of Transferor]


                              By:
                              Name:
                              Title:
Dated:
cc:  RBF Finance Co.
     Initial Purchaser

-------------------------------------------------------------------------
                                                      Exhibit B-2


    FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
          FROM REGULATION S GLOBAL NOTE TO U.S. GLOBAL NOTE
         (Pursuant to Section 2.6(a)(ii) of this Indenture)
                                  


United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036

Attention:  Corporate Trust Administration

       Re:   11% Senior Secured Notes due 2006 of RBF Finance Co.
             11 3/8% Senior Secured Notes due 2009 of RBF Finance Co.

     Reference is hereby made to this Indenture dated as of March 26,
1999  (the "Indenture"), between RBF Finance Co. (the "Issuer"),  R&B
Falcon  Corporation (the "Company'), the Persons acting as Subsidiary
Guarantors and named therein (the "Subsidiary Guarantors") and United
States  Trust  Company  of  New  York, as  trustee  (the  "Trustee").
Capitalized terms used but not defined herein shall have the meanings
given them in this Indenture.

          This letter relates to $____________ principal amount of [7-
year  Secured  Notes] [10-year Secured Notes] which are evidenced  by
one  or  more  Regulation S Global Secured Notes and  held  with  the
Depositary   through   Euroclear   or   Cedel   in   the   name    of
_________________ (the "Transferor"). The Transferor has requested  a
transfer of such beneficial interest in the Secured Notes to a Person
who  will  take  delivery thereof in the form of an  equal  principal
amount  of Secured Notes of the same series evidenced by one or  more
U.S. Global Notes, to be held with the Depositary.

           In  connection  with such request and in respect  of  such
Secured Notes, the Transferor hereby certifies that:

                             [CHECK ONE]
                                  
-    such  transfer  is being effected pursuant to and in  accordance
     with  Rule 144A under the United States Securities Act of  1933,
     as   amended  (the  "Securities  Act")  and,  accordingly,   the
     Transferor hereby further certifies that the Secured  Notes  are
     being  transferred  to  a Person that the Transferor  reasonably
     believes is purchasing the Secured Notes for its own account, or
     for  one  or  more  accounts with respect to which  such  Person
     exercises sole investment discretion, and such Person  and  each
     such  account  is a "qualified institutional buyer"  within  the
     meaning  of  Rule 144A in a transaction meeting the requirements
     of Rule 144A;
     
                               or

-    such  transfer is being effected pursuant to and in  accordance
     with Rule 144 under the Securities Act;
  
-    the  Surrendered  Secured  Notes  are  being  transferred   to
     Institutional Accredited Investor pursuant to an exemption under the
     Securities Act other than Rule 144A, Rule 144 or Rule 904  and  the
     Transferor  further certifies that the Transfer complies  with  the
     transfer restrictions applicable to beneficial interests in  Global
     Notes  and Certificated Secured Notes bearing the Private Placement
     Legend  and  the  requirements  of  the  exemption  claimed,  which
     certification is supported by a certificate attached hereto executed
     by the Transferee in the form of Exhibit C to the Indenture, and, if
     the Issuer should so request, an Opinion of Counsel provided by the
     Transferor  or  the Transferee (a copy of which the Transferor  has
     attached to this certification), in form reasonably acceptable to the
     Issuer and to the Registrar, to the effect that such transfer is in
     compliance with the Securities Act to the effect that such Transfer
     is in compliance with the Securities Act;
  
                               or

-    such  transfer  is  being  effected in an  offshore  transaction
     pursuant to and in accordance with Rule 904 under the Securities
     Act;
     
                               or

-    such  transfer  is  being  effected  pursuant  to  an  effective
     registration statement under the Securities Act;
     
                               or

-    such  transfer  is being effected pursuant to an exemption  from
     the  registration requirements of the Securities Act other  than
     those  contemplated  above,  and the Transferor  hereby  further
     certifies  that  the  Secured Notes  are  being  transferred  in
     compliance  with  the transfer restrictions  applicable  to  the
     Global  Notes  and  in accordance with the requirements  of  the
     exemption  claimed,  which  certification  is  supported  by  an
     Opinion of Counsel, provided by the transferor or the transferee
     (a   copy   of  which  the  Transferor  has  attached  to   this
     certification) in form reasonably acceptable to the  Issuer  and
     to  the  Registrar,  to  the effect that  such  transfer  is  in
     compliance with the Securities Act;
     
and  such Secured Notes are being transferred in compliance with  any
applicable  blue sky or securities laws of any state  of  the  United
States or any other applicable jurisdiction.

          Upon giving effect to this request to exchange a beneficial
interest  in  Regulation S Global Notes for a beneficial interest  in
U.S. Global Notes, the resulting beneficial interest shall be subject
to  the  restrictions  on transfer applicable to  U.S.  Global  Notes
pursuant to the Indenture and the Securities Act.

           This  certificate and the statements contained herein  are
made for your benefit and the benefit of the Issuer, the Company  and
Donaldson,  Lufkin & Jenrette Securities Corporations  (the  "Initial
Purchaser"),  the  Initial  Purchaser of  such  Secured  Notes  being
transferred. We acknowledge that you, the Issuer, the Company and the
Initial  Purchaser will rely upon our confirmations,  acknowledgments
and  agreements set forth herein, and we agree to notify you promptly
in  writing if any of our representations or warranties herein ceases
to  be accurate and complete. Terms used in this certificate and  not
otherwise  defined in this Indenture have the meanings set  forth  in
Regulation S under the Securities Act.

                              [Insert Name of Transferor]



                              By:
                              Name:
                              Title:


Dated: _______________________

cc:  RBF Finance Co.
     Initial Purchaser

-------------------------------------------------------------------------
                                                      Exhibit B-3


  FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                      OF DEFINITIVE NOTES
         (Pursuant to Section 2.6(b) of this Indenture)



United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036

Attention:  Corporate Trust Administration

       Re:   11% Senior Secured Notes due 2006 of RBF Finance Co.
             11 3/8% Senior Secured Notes due 2009 of RBF Finance Co.

           Reference  is hereby made to this Indenture  dated  as  of
March  26,  1999  (the  "Indenture"), between RBF  Finance  Co.  (the
"Issuer"), R&B Falcon Corporation (the "Company"), the Persons acting
as   Subsidiary   Guarantors  and  named  therein  (the   "Subsidiary
Guarantors") and United States Trust Company of New York  as  trustee
(the  "Trustee"). Capitalized terms used but not defined herein shall
have the meanings given them in this Indenture.

           This  relates  to $_________ principal amount  of  [7-year
Secured Notes] [10-year Secured Notes] which are evidenced by one  or
more  Certificated  Secured Notes in the name of ______________  (the
"Transferor"). The Transferor has requested an exchange  or  transfer
of  such  Certificated  Secured Note(s)  in  the  form  of  an  equal
principal amount of Secured Notes of the same series evidenced by one
or more Certificated Secured Notes, to be delivered to the Transferor
or,  in  the case of a transfer of such Secured Notes, to such Person
as the Transferor instructs the Trustee.

           In  connection  with such request and in  respect  of  the
Secured  Notes surrendered to the Trustee herewith for exchange  (the
"Surrendered Secured Notes"), the Holder of such Surrendered  Secured
Notes hereby certifies that:

                          [CHECK ONE]

-    the  Surrendered  Secured  Notes  are  being  acquired  for  the
     Transferor's own account, without transfer;
     
                               or

-    the  Surrendered  Secured  Notes are being  transferred  to  the
     Issuer;
     
                               or

-    the Surrendered Secured Notes are being transferred pursuant  to
     and  in  accordance  with  Rule 144A  under  the  United  States
     Securities Act of 1933, as amended (the "Securities Act"),  and,
     accordingly,  the Transferor hereby further certifies  that  the
     Surrendered Secured Notes are being transferred to a Person that
     the Transferor reasonably believes is purchasing the Surrendered
     Secured  Notes for its own account, or for one or more  accounts
     with  respect  to  which such Person exercises  sole  investment
     discretion,  and  such  Person  and  each  such  account  is   a
     "qualified institutional buyer" within the meaning of Rule 144A,
     in  each case in a transaction meeting the requirements of  Rule
     144A;
     
                               or

-    the  Surrendered  Secured  Notes  are  being  transferred  in  a
     transaction permitted by Rule 144 under the Securities Act;
     
                               or

-    the  Surrendered  Secured  Notes are  being  transferred  in  an
     offshore transaction pursuant to and in accordance with Rule 904
     under the Securities Act;
     
                               or

-    the   Surrendered  Secured  Notes  are  being   transferred   to
     Institutional Accredited Investor pursuant to an exemption under
     the  Securities Act other than Rule 144A, Rule 144 or  Rule  904
     and  the Transferor further certifies that the Transfer complies
     with   the   transfer  restrictions  applicable  to   beneficial
     interests in Global Notes and Certificated Secured Notes bearing
     the  Private  Placement  Legend  and  the  requirements  of  the
     exemption  claimed,  which  certification  is  supported  by   a
     certificate  attached hereto executed by the Transferee  in  the
     form of Exhibit C to the Indenture, and, if the Issuer should so
     request, an Opinion of Counsel provided by the Transferor or the
     Transferee (a copy of which the Transferor has attached to  this
     certification), in form reasonably acceptable to the Issuer  and
     to  the  Registrar,  to  the effect that  such  transfer  is  in
     compliance  with  the  Securities Act to the  effect  that  such
     Transfer is in compliance with the Securities Act;
     
                               or

-    the Surrendered Secured Notes are being transferred pursuant  to
     an effective registration statement under the Securities Act;
     
                               or

-    such  transfer  is being effected pursuant to an exemption  from
     the  registration requirements of the Securities Act other  than
     those  contemplated  above,  and the Transferor  hereby  further
     certifies  that  the  Secured Notes  are  being  transferred  in
     compliance  with  the transfer restrictions  applicable  to  the
     Global  Notes  and  in accordance with the requirements  of  the
     exemption  claimed,  which  certification  is  supported  by  an
     Opinion of Counsel, provided by the transferor or the transferee
     (a   copy   of  which  the  Transferor  has  attached  to   this
     certification) in form reasonably acceptable to the  Issuer  and
     to  the  Registrar,  to  the effect that  such  transfer  is  in
     compliance with the Securities Act;
     
and the Surrendered Secured Notes are being transferred in compliance
with  any applicable blue sky or securities laws of any state of  the
United States or any other applicable jurisdiction.

           This  certificate and the statements contained herein  are
made for your benefit and the benefit of the Issuer, the Company  and
Donaldson,  Lufkin  & Jenrette Securities Corporation,  the  "Initial
Purchaser"),  the  Initial  Purchaser of  such  Secured  Notes  being
transferred.  We  acknowledge that you, the Issuer  and  the  Initial
Purchasers  will  rely  upon our confirmations,  acknowledgments  and
agreements  set forth herein, and we agree to notify you promptly  in
writing if any of our representations or warranties herein ceases  to
be  accurate  and  complete. Terms used in this certificate  and  not
otherwise  defined in this Indenture have the meanings set  forth  in
Regulation S under the Securities Act.


                              [Insert Name of Transferor]



                              By:
                              Name:
                              Title:

Dated: ________________________

cc:  RBF Finance Co.
     Initial Purchaser

------------------------------------------------------------------------
                                                      Exhibit B-4


    FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                FROM U.S. GLOBAL NOTE OR REGULATION S
                        PERMANENT GLOBAL NOTE
                         TO DEFINITIVE NOTE
           (Pursuant to Section 2.6(c) of this Indenture)


United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036

Attention:  Corporate Trust Administration

       Re:   11% Senior Secured Notes due 2006 of RBF Finance Co.
             11 3/8% Senior Secured Notes due 2009 of RBF Finance Co.

           Reference  is hereby made to this Indenture  dated  as  of
March  26,  1999  (the "Indenture"), between RBF  Finance  Co..  (the
"Issuer"), R&B Falcon Corporation (the "Company"), the Persons acting
as   Subsidiary   Guarantors  and  named  therein  (the   "Subsidiary
Guarantors") and United States Trust Company of New York, as  trustee
(the  "Trustee"). Capitalized terms used but not defined herein shall
have the meanings given them in this Indenture.

           This letter relates to $_____________ principal amount  of
[7-year Secured Notes] [10-year Secured Notes] which are evidenced by
a  beneficial  interest in one or more U.S. Global Secured  Notes  or
Regulation S Permanent Global Notes in the name of __________________
(the  "Transferor").  The  Transferor has requested  an  exchange  or
transfer  of  such  beneficial interest  in  the  form  of  an  equal
principal amount of Secured Notes of such series evidenced by one  or
more  Certificated Secured Notes, to be delivered to  the  Transferor
or,  in  the case of a transfer of such Secured Notes, to such Person
as the Transferor instructs the Trustee.

           In  connection  with such request and in  respect  of  the
Secured  Notes surrendered to the Trustee herewith for exchange  (the
"Surrendered Secured Notes"), the Holder of such surrendered  Secured
Notes hereby certifies that:

                             [CHECK ONE]
                                  
-    the  Surrendered  Secured  Notes are being  transferred  to  the
     beneficial owner of such Secured Notes;
     
                                 or
                                  
-    the Surrendered Secured Notes are being transferred pursuant  to
     and  in  accordance  with  Rule 144A  under  the  United  States
     Securities Act of 1933, as amended (the "Securities Act"),  and,
     accordingly,  the Transferor hereby further certifies  that  the
     Surrendered Secured Notes are being transferred to a Person that
     the Transferor reasonably believes is purchasing the Surrendered
     Secured  Notes for its own account, or for one or more  accounts
     with  respect  to  which such Person exercises  sole  investment
     discretion,  and  such  Person  and  each  such  account  is   a
     "qualified institutional buyer" within the meaning of Rule 144A,
     in  each case in a transaction meeting the requirements of  Rule
     144A;
     
                                 or
                                  
-    the  Surrendered  Secured  Notes  are  being  transferred  in  a
     transaction permitted by Rule 144 under the Securities Act;
     
                                 or
                                  
-    such  transfer  is  being  effected in an  offshore  transaction
     pursuant to and in accordance with Rule 904 under the Securities
     Act;
     
                                 or
                                  
-    the   Surrendered  Secured  Notes  are  being   transferred   to
     Institutional Accredited Investor pursuant to an exemption under
     the  Securities Act other than Rule 144A, Rule 144 or  Rule  904
     and  the Transferor further certifies that the Transfer complies
     with   the   transfer  restrictions  applicable  to   beneficial
     interests in Global Notes and Certificated Secured Notes bearing
     the  Private  Placement  Legend  and  the  requirements  of  the
     exemption  claimed,  which  certification  is  supported  by   a
     certificate  attached hereto executed by the Transferee  in  the
     form  of Exhibit C to this Indenture, and, if the Issuer  should
     so  request, an Opinion of Counsel provided by the Transferor or
     the  Transferee (a copy of which the Transferor has attached  to
     this certification), in form reasonably acceptable to the Issuer
     and  to  the Registrar, to the effect that such transfer  is  in
     compliance  with  the  Securities Act to the  effect  that  such
     Transfer is in compliance with the Securities Act;
     
                                 or
                                  
-    the Surrendered Secured Notes are being transferred pursuant  to
     an effective registration statement under the Securities Act;
     
                                 or
                                  
-    the Surrendered Secured Notes are being transferred pursuant  to
     an   exemption  from  the  registration  requirements   of   the
     Securities  Act  other than those contemplated  above,  and  the
     Transferor hereby further certifies that the Secured  Notes  are
     being  transferred in compliance with the transfer  restrictions
     applicable  to  the Global Secured Notes and in accordance  with
     the  requirements of the exemption claimed, which  certification
     is   supported  by  an  Opinion  of  Counsel,  provided  by  the
     transferor or the transferee (a copy of which the Transferor has
     attached to this certification) in form reasonably acceptable to
     the  Issuer  and  to  the Registrar, to  the  effect  that  such
     transfer is in compliance with the Securities Act;
     
and the Surrendered Secured Notes are being transferred in compliance
with  any  applicable blue sky securities laws of any  state  of  the
United States.

           This  certificate and the statements contained herein  are
made for your benefit and the benefit of the Issuer, the Company  and
Donaldson,  Lufkin & Jenrette Securities Corporation,  (the  "Initial
Purchaser"),  the  Initial  Purchaser of  such  Secured  Notes  being
transferred.  We  acknowledge that you, the Issuer  and  the  Initial
Purchasers  will  rely  upon our confirmations,  acknowledgments  and
agreements  set forth herein, and we agree to notify you promptly  in
writing if any of our representations or warranties herein ceases  to
be  accurate  and  complete. Terms used in this certificate  and  not
otherwise  defined in this Indenture have the meanings set  forth  in
Regulation S under the Securities Act.


                              [Insert Name of Transferor]



                              By:
                              Name:
                              Title:


Dated: ________________________

cc:  RBF Finance Co.
     Initial Purchaser

----------------------------------------------------------------------
                                                        Exhibit C

                                  
                      FORM OF CERTIFICATE FROM
             ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036

Attention: Corporate Trust Administration

           Reference  is hereby made to this Indenture, dated  as  of
March 26, 1999 (the "Indenture"), between RBF Finance Co., as issuer,
R&B  Falcon  Corporation  (the  "Company")  and  Persons  acting   as
Subsidiary Guarantors and named therein (the "Subsidiary Guarantors")
and  United States Trust Company of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given  them
in this Indenture.

             In   connection   with   our   proposed   purchase    of
$________________ aggregate principal amount of:

     (a)  -    Beneficial interests, or

     (b)  -    Certificated Secured Notes,

we confirm that:

           (i)   we  are an entity which is an "accredited  investor"
     within the meaning of Rule 501(a)(1), (2), (3) or (7) under  the
     Securities Act of 1933, as amended (the "Securities Act"), or an
     entity  in  which  all  of  the  equity  owners  are  accredited
     investors within the meaning of Rule 501(a)(1), (2), (3) or  (7)
     under   the   Securities   Act  (an  "Institutional   Accredited
     Investor");
     
           (ii)  any purchase of Secured Notes by us will be for  our
     own   account  or  for  the  account  of  one  or   more   other
     Institutional Accredited Investors;
     
           (iii)     in the event that we purchase any Secured Notes,
     we will acquire Secured Notes having a minimum purchase price of
     at  least  $250,000  for our own account and for  each  separate
     account for which we are acting;
     
          (iv) we have such knowledge and experience in financial and
     business  matters that we are capable of evaluating  the  merits
     and risks of purchasing Secured Notes;
     
           (v)  we are not acquiring Secured Notes with a view to any
     distribution  thereof in a transaction that  would  violate  the
     Securities Act or the securities laws of any State of the United
     States  or any other applicable jurisdiction; provided that  the
     disposition of our property and the property of any accounts for
     which  we  are  acting as fiduciary shall remain  at  all  times
     within our control; and
     
          (vi) we have received a copy of the Offering Memorandum and
     acknowledge that we have had access to such financial and  other
     information, and have been afforded the opportunity to ask  such
     questions  of representatives of the Issuer and receive  answers
     thereto, as we deem necessary in connection with our decision to
     purchase Secured Notes.
     
          We understand that the Secured Notes are being offered in a
transaction not involving any public offering within the  meaning  of
the  Securities  Act  and  that  the  Secured  Notes  have  not  been
registered under the Securities Act, and we agree, on our own  behalf
and  on  behalf of each account for which we acquire any notes,  that
(A)  such  Secured Notes may be offered, resold, pledged or otherwise
transferred only (i) to a person whom we reasonably believe to  be  a
"qualified  institutional buyer" (as defined in Rule 144A  under  the
Securities  Act)  in a transaction meeting the requirements  of  Rule
144A, in a transaction meeting the requirements of Rule 144 under the
Securities  Act,  outside the United States in a transaction  meeting
the  requirements  of  Rule  904  under  the  Securities  Act  or  in
accordance  with another exemption from the registration requirements
of  the  Securities Act (and based upon an opinion of counsel if  the
Issuer  so  requests),  (ii) to the Issuer or (iii)  pursuant  to  an
effective  registration statement under the Securities Act,  and,  in
each  case, in accordance with any applicable securities laws of  any
State  of the United States or any other applicable jurisdiction  and
(B)  that we will, and each subsequent Holder is required to,  notify
any subsequent purchaser from it of the resale restrictions set forth
in  (A)  above.  We understand that the registrar and transfer  agent
will  not  be  required to accept for registration  of  transfer  any
Secured  Notes, except upon presentation of evidence satisfactory  to
the  Issuer  that  the foregoing restrictions on transfer  have  been
complied with. We further understand that the Secured Notes purchased
by us will bear a legend reflecting the substance of this paragraph.

           This  certificate and the statements contained herein  are
made  for  your benefit and the benefit of the Issuer and  Donaldson,
Lufkin  & Jenrette Securities Corporation, (the "Initial Purchaser"),
the  Initial  Purchaser of such Secured Notes being  transferred.  We
acknowledge that you, the Issuer and the Initial Purchaser will  rely
upon  our  confirmations, acknowledgments and  agreements  set  forth
herein, and we agree to notify you promptly in writing if any of  our
representations  or  warranties herein  ceases  to  be  accurate  and
complete. Terms used in this certificate and not otherwise defined in
this Indenture have the meanings set forth in Regulation S under  the
Securities Act.

           THIS  LETTER  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


                              ____________________________________
                                   (Name of Purchaser)


                              By:
                              Name:
                              Title:
                              Address:

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                       CROSS-REFERENCE TABLE*
Trust Indenture
 Act Section                                Indenture Section

310(a)(1)                                          7.10
  (a)(2)                                           7.10
  (a)(3)                                           N.A.
  (a)(4)                                           N.A.
  (b)                                              7.3; 7.8; 7.10
  (c)                                              N.A.
311(a)                                             7.11
  (b)                                              7.11
  (c)                                              N.A.
312(a)                                             2.5
  (b)                                              12.3
  (c)                                              12.3
313(a)                                             7.6
  (b)(1)                                           N.A.
  (b)(2)                                           7.6
  (c)                                              7.6; 12.2
  (d)                                              7.6
314(a)                                             4.13; 4,23; 12.2
  (b)                                              N.A.
  (c)(1)                                           12.4, 12.5
  (c)(2)                                           7.2; 12.4; 12.5
  (c)(3)                                           N.A.
  (d)                                              N.A.
  (e)                                              10.5
  (f)                                              N.A.
315(a)                                             7.1(a)
  (b)                                              4.23; 7.5; 12.4
  (c)                                              7.1
  (d)                                              7.1
  (e)                                              6.12
316(a)(last sentence)                              2.9
  (a)(1)(A)                                        6.5
  (a)(1)(B)                                        6.4
  (a)(2)                                           N.A.
  (b)                                              6.7
317(a)(1)                                          6.3; 6.8
  (a)(2)                                           6.9
  (b)                                              2.4
318(a)                                             12.1
  ___________________________________
N.A. means not applicable.
*  This Cross-Reference Table is not part of this Indenture.