EXHIBIT 4.2

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                         R&B FALCON CORPORATION
                                    
                                as Issuer
                                    
                              $200,000,000
                                    
                       12 1/4% Senior Notes due 2006
                                    
                             _______________
                                    
                                    
                                    
                                INDENTURE
                                    
                       Dated as of March 26, 1999
                                    
                                    
                                    
                             _______________
                                    
                                    
                                    
            U.S. TRUST COMPANY OF TEXAS, NATIONAL ASSOCIATION
                               as Trustee
                                    
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                            TABLE OF CONTENTS
                                    
                                                              Page
                                                                         
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE            
     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 2 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 Notes.                         
     SECTION 2.8 Outstanding Notes.                            
     SECTION 2.9 Treasury Notes.                               
     SECTION 2.10 Temporary 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 3 REDEMPTION AND PREPAYMENT                            
     SECTION 3.1 Notices to Trustee.                           
     SECTION 3.2 Selection of 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 Notes Redeemed in Part.                       
     SECTION 3.7 Optional Redemption.                          
ARTICLE 4 COVENANTS                                            
     SECTION 4.1 Payment of 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 Guarantors.                
     SECTION 4.20 Compliance Certificate; Notice of Default
                  or Event of Default.                         
     SECTION 4.21 Prohibition on Company and Guarantors
                  Becoming an Investment Company.              
ARTICLE 5 CONSOLIDATION, MERGER, CONVEYANCE, LEASE OR TRANSFER 
     SECTION 5.1 Limitation on Mergers and Consolidations.     
     SECTION 5.2 Successor Corporation Substituted.            
ARTICLE 6 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 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 7 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 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 Company.                                 
ARTICLE 8 SATISFACTION AND DISCHARGE                           
     SECTION 8.1 Satisfaction and Discharge.                   
     SECTION 8.2 Application of Trust Money.                   
     SECTION 8.3 Repayment of the Company.                     
     SECTION 8.4 Reinstatement.                                
ARTICLE 9 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 Company.                     
     SECTION 9.7 Reinstatement.                                
ARTICLE 10 AMENDMENT, SUPPLEMENT AND WAIVER                    
     SECTION 10.1 Without Consent of Holders of Notes.         
     SECTION 10.2 With Consent of Holders of 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 Notes.            
     SECTION 10.7 Trustee to Sign Supplemental Indentures.     
     SECTION 10.8 Payment for Consent.                         
ARTICLE 11 MISCELLANEOUS                                       
     SECTION 11.1 Trust Indenture Act Controls.                
     SECTION 11.2 Notices.                                     
     SECTION 11.3 Communication By Holders of Notes With Other
                  Holders of Notes.                            
     SECTION 11.4 Certificate and Opinion as to Conditions
                  Precedent.                                   
     SECTION 11.5 Statements Required in a Certificate or
                  Opinion.                                     
     SECTION 11.6 Acts of Holders.                             
     SECTION 11.7 Rules by Trustee and Agents.                 
     SECTION 11.8 No Personal Liability of Directors, Officers,
                  Employees and Stockholders.                  
     SECTION 11.9 Governing Law.                               
     SECTION 11.10 Agent for Service; Submission to
                   Jurisdiction; Waiver of Immunities.         
     SECTION 11.11 No Adverse Interpretation of Other
                   Agreements.                                 
     SECTION 11.12 Successors.                                 
     SECTION 11.13 Severability.                               
     SECTION 11.14 Counterpart Originals.                      
     SECTION 11.15 Table of Contents, Headings, Etc.           
ARTICLE 12 GUARANTEES                                          
     SECTION 12.1 Subsidiary Guarantors.                       
     SECTION 12.2 Limitation on Liability.                     
     SECTION 12.3 Execution and Delivery of Guarantees.        
     SECTION 12.4 When A Subsidiary Guarantor May Merge, Etc.  
     SECTION 12.5 No Waiver.                                   
     SECTION 12.6 Modification.                                
     SECTION 12.7 Release of Guarantor.                        
     SECTION 12.8 Execution of Supplemental Indentures
                  for Future Guarantors.                            


EXHIBITS

   Exhibit A        Form of 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
                    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 R&B Falcon
Corporation, a Delaware corporation (the "Company"), and U.S. Trust
Company of Texas, National Association, as trustee (the "Trustee").

                                RECITALS
                                    
          The Company has duly authorized the creation and issuance of
its 12 1/4% Senior Notes due 2006 (the "Initial 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 Company's indebtedness and
in substitution for the Initial Notes pursuant to this Indenture and the
Registration Rights Agreement (as defined herein), the Company's 12 1/4%
Senior Notes due 2006 (the "Exchange Notes," and together with the
Initial Notes, the "Notes"), the Company has duly authorized the
execution and delivery of this Indenture.

          All things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid obligations of the Company, and to make
this Indenture a valid instrument of the Company and the Subsidiary
Guarantors, if any, 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 Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Notes, as follows:

                                ARTICLE 1
                      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 to 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 interest in a Global Note, the rules and
procedures of the Depositary 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 (including the receipt of proceeds of insurance paid on
account of the actual or constructive total loss or damage to any asset
and awards of compensation for any asset taken by condemnation, eminent
domain, nationalization, expropriation or similar proceeding or action,
but excluding the receipt of proceeds of business interruption insurance
or environmental damage insurance or similar types of policies) 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 personal, that is required to be capitalized for financial reporting
purposes in accordance with GAAP 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 Notes" means Notes that are substantially in the form
of the 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.

     "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.

     "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 give 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 pursuant to a binding purchase agreement or the delivery 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 11.2 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 event, act or condition the occurrence of which
is, or after notice or the passage of time or both would be, an Event of
Default.

     "Depositary" means, with respect to the 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 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 to Bates Development Co., a Delaware
corporation, which is 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).

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

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

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

     "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 Global 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.

     "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 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.

     "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 Company 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 Notes" has the meaning set forth in the Recitals to this
Indenture and more particularly means any of the Notes authenticated and
delivered under this Indenture other than Exchange 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 Section 4.11 (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 Initial Notes are
originally issued.

     "Issuer" means RBF Finance Co., a Delaware corporation.

     "Issuer Loans" mean loans made under loan agreements between the
Issuer and the Company for the purpose of (i) financing all or a portion
of the cost of acquiring, constructing, altering, improving or repairing
drilling rigs owned by the Company or improvements used or to be used in
connection with such rigs; or (ii) financing all or any part of the
purchase price of such rigs and improvements within one year after the
later of the completion of construction, alteration, improvement or
repair or the commencement of commercial operations thereof.

     "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, conditional 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.

     "Maturity" means the date on which the principal of a Note becomes
due and payable as provided therein or in the 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 Asset
Sale Offer or by declaration of acceleration, call for redemption or
otherwise.

     "Moody's" is defined to mean Moody's Investor Service, Inc. and its
successors.

     "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.

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

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

     "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 Notes, Special Interest), penalties, fees, costs, expenses,
indemnifications, reimbursements, damages and other liabilities.

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

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

     "Offering" means the Offering of the Initial Notes by the Company.

     "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 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 11.4 and 11.5 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary or the Trustee.

     "Pari Passu Indebtedness" means any Indebtedness of the Company,
whether outstanding on the date on which the 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 Notes.

     "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 million;

(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 for 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 Section
4.9(b)(4) and Section 4.9(b)(5) hereof;

(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; 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 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 the 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 Notes
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 Article 3 and in Sections 4.8, 4.11 and 4.15 hereof.

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

     "Redemption Price" means, when used with respect to any Note or part
thereof to be redeemed hereunder, the price fixed for redemption of such
Note pursuant to the terms of the 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 between the
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 Note
that contains the paragraph referred to in footnote 1, the phrase
referred to in footnote 1 and the additional schedule referred to in
footnote 5 to the form of the Note attached hereto as Exhibit A, and that
is deposited with the Note Custodian and registered in the name of the
Depositary or its nominee, representing the Initial Notes sold in
reliance on Regulation S.

     "Regulation S Temporary Global Note" means a single temporary Global
Note that contains the paragraphs referred to in footnote 1, a legend
restricting payments of interest thereon, the phrase referred to in
Footnote 4 and the additional schedule referred to in footnote 4 to the
form of the Note attached hereto as Exhibit A, that is deposited with the
Note Custodian and registered in the name of the Depositary or its
nominee, representing the Initial 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 Subsidiary 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/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.

     Secured Note Indenture" means the Indenture dated as of March 26,
1999 among the Issuer as issuer, the Company as guarantor and United
States Trust Company of New York as trustee thereunder relating to the
Secured Notes, as amended and supplemented from time to time.

     "Secured Notes" means the $400,000,000 in aggregate principal amount
of the Issuer's 11% Senior Secured Notes due 2006 and $400,000,000 in
aggregate principal amount of the Issuer's 11 3/8% Senior Secured Notes
due 2009 issued pursuant to the Secured Note Indenture.

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

     "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

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

     "Subsidiary Guarantor" means each Subsidiary of the Company, whether
now owned or hereafter formed, which shall execute and deliver a
Subsidiary Guarantee.

     "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 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 hereof.

     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, in the phrase referred to in
footnote 4 and the additional schedule referred to in footnote 5 to the
form of the Note attached hereto as Exhibit A, and that is deposited with
the Note Custodian and registered in the name of the Depositary or its
nominee, representing 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 Company'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)(2)(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 in
               Term                              Section or Article

     "Act"                                             11.6
     "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(b)
     "Change of Control Payment Date"                4.8(b)
     "Covenant Defeasance"                              9.3
     "DTC"                                              2.3
     "Defaulted Interest"                              2.12
     "Defeasance"                                       9.2
     "Event of Default"                                 6.1
     "Excess Proceeds"                              4.15(a)
     "Excess Proceeds Offer"                        4.15(b)
     "Excess Proceeds Offer Amount"                 4.15(b)
     "Excess Proceeds Offer Period"                 4.15(c)
     "Excess Proceeds Purchase Date"                4.15(c)
     "40-day restricted period"                      2.1(b)
     "Guaranteed Indebtedness"                   4.19, 12.8
     "H.15  Statistical Release"                     3.7(b)
     "Independent Investment Banker"                 3.7(b)
     "Interest Payment Date"                           2.12
     "Make Whole Premium"                            3.7(b)
     "Paying Agent"                                     2.3
     "Payment Default"                               6.1(e)
     "Primary Treasury Dealer"                       3.7(b)
     "Private Placement Legend"                   2.6(e)(i)
     "Process Agent"                                  11.10
     "Reference Treasury Dealer:                     3.7(b)
     "Registrar"                                        2.3
     "Remaining Term"                                3.7(b)
     "Restricted Payment"                       4.11(a)(iv)
     "Securities Register"                              2.3
     "Successor"                                  5.1(a)(1)
     "Suspended Covenants"                                4
     "Treasury Yield"                                3.7(b)
     
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 Notes;

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

          "indenture to be qualified" means this Indenture;

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

          "obligor" on the Notes means the Company or any other obligor
on the 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 SEC 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 or successor sections or
rules adopted by the SEC 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 GAAP;

          (9)  when used with respect to the 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 2
                                THE NOTES
                                    
SECTION 2.1    Form and Dating.

          (a)  General. The Notes, together with the Trustee's certificate of
authentication and the Subsidiary Guarantors' notation of Subsidiary
Guarantees, shall be substantially in the form set forth in Exhibit A
hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof. The Initial Notes and the Exchange Notes will
be the same except that the Private Placement Legend and paragraph 18
will be omitted from the Exchange Notes.

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

          (b)  Initial Notes. Initial Notes, with the notations of any the
Subsidiary Guarantees endorsed thereon, shall be issued in the form of
one or more permanent Global Notes in definitive fully registered form
without interest coupons. 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 Notes
represented thereby with the Note Custodian, and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the
Company 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 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 Notes
represented thereby with the 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 Company 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 the Regulation S Permanent Global Note pursuant to the
Applicable Procedures. Simultaneously with the authentication of the
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 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 Notes
as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time
endorsed on Schedule A thereto and that the aggregate amount of
outstanding 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 Notes represented thereby shall be made by the Trustee or the
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.

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

          The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(c), authenticate and deliver the Global 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
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 Note Custodian as custodian for the Depositary or under such
Global Note, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner
of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company 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.

          (d)  Certificated Notes. 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, 3 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 Notes may
be listed, as evidenced by the execution of such Notes.

          (e)  Applicable to Forms of Notes. The 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 Company
executing such Notes, as conclusively evidenced by their execution of
such Notes. All Notes will be otherwise substantially identical except as
provided herein.

          Subject to the provisions of this Article 2, 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
Notes.

SECTION 2.2    Execution and Authentication.

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

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

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

          The Trustee shall authenticate (i) Initial Notes for original
issue in an aggregate principal amount not to exceed $200,000,000 and
(ii) Exchange Notes for issue only in the Exchange Offer pursuant to the
Exchange Offer Registration Statement for a like principal amount of
Initial Notes exchanged in such Exchange Offer, in each case upon the
receipt of a Company Order directing the Trustee to authenticate such
Notes and certifying that all conditions precedent to the issuance of the
relevant Notes contained herein have been complied with. The aggregate
principal amount of Notes outstanding at any time may not exceed
$200,000,000, except as provided in Section 2.7 hereof.

          The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. Unless limited by the terms of such
appointment, an authenticating agent may authenticate 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 Company or an
Affiliate of the Company.

SECTION 2.3    Registrar and Paying Agent.

          The Company shall maintain (i) an office or agency where Notes
may be presented for registration of transfer or for exchange
("Registrar"), (ii) an office or agency where Notes may be presented for
payment ("Paying Agent"), and (iii) and an office or agency where notices
or demands to or upon the Company and the Subsidiary Guarantors in
respect of the Notes and this Indenture may be served. The Registrar
shall keep a register of the Notes and of their transfer and exchange
(the "Securities Register"). The Company 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 Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or
Paying Agent, the Trustee shall act as such. The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.

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

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

SECTION 2.4    Paying Agent to Hold Money in Trust.

          The Company 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, if any, on, the Notes, and shall notify the Trustee of
any default by the Company 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 Company 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 Company or a
Subsidiary) shall have no further liability for the money. If 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 Company, the Trustee shall serve as Paying Agent for the
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 Company 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 Notes,
and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.6    Transfer and Exchange.

          (a)  Transfer and Exchange of Global Notes. The transfer and
exchange of beneficial interests in Global 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 the
legend in subsection (e) 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 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. 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 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, 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 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 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 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. 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 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, 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 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 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 Company should so request or if the
      transfer is in respect of an aggregate principal amount of Notes less
      than $250,000, an Opinion of Counsel in form reasonably acceptable to the
      Company 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 Company 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 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 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 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 Company 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 Company 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 Notes. When Certificated Notes
are presented by a Holder to the Registrar with a request to register the
transfer of the Certificated Notes or to exchange such Certificated Notes
for an equal principal amount of Certificated Notes of other authorized
denominations, the Registrar shall register the transfer or make the
exchange as requested only if the Certificated 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 Notes that are Transfer
       Restricted Notes, such request shall be accompanied by the
       following additional information and documents, as
       applicable:
               
 (A)   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
       Company, a certification to that effect from such Holder (in
       substantially the form of Exhibit B-3 hereto); or
                    
 (B)   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
                    
 (C)   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 Company 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
       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 Company for
       one or more Certificated Notes representing Initial Notes or Exchange
       Notes, as the case may be, if (x) the Depositary (i) has notified the
       Company 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
       Company 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 Company within 90 calendar
       days or (iii) the Company, at its option, delivers a notice in the form
       of an Officers' Certificate that it elects to cause the issuance of
       Certificated Notes. If an Event of Default occurs and is continuing, the
       Company 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 Notes representing
       Initial Notes or Exchange Notes, as the case may be; provided that the
       principal amount of each of such Certificated 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 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 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 Notes or Exchange 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 Notes issued pursuant to this Section 2.6(c)(i) shall
       include the Private Placement Legend, except as otherwise provided for by
       Section 2.6 hereof. Interests in a Global Note may not be exchanged for
       Certificated 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):
               
       (A)  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);
                    
       (B)  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);
                   
       (C)  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 Company and to the Registrar to the
            effect that such transfer is in compliance with the Securities Act,
            in which case the Trustee or the Note Custodian, at the direction
            of the Trustee, shall, in accordance with the standing instructions
            and procedures existing between the Depositary and the 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 Company
            shall execute and, the Trustee shall authenticate and deliver to
            the transferee a Certificated Note in the appropriate principal
            amount.
                    
 (ii)  Certificated 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 Notes to the Persons in whose names such Notes are so
       registered. Following any such issuance of Certificated 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 subsection (e) 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 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) Legends.
   (i) Except as permitted by the following paragraphs (ii), (iii) and
       (iv), each Note certificate evidencing Global Notes and Certificated
       Notes (and all Notes issued in exchange therefor or substitution
       thereof) shall bear a legend (the "Private Placement Legend") in
       substantially the following form:
            
       THIS 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 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"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
       TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
       SECURITIES ACT OR (C) 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) IN AN OFFSHORE TRANSACTION
       MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
       SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) 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 COMPANY THAT SUCH TRANSFER IS IN
       COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH
       ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
       THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
       ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE
       REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
       WITH THE APPLICABLE SECURITIES LAWS 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.
              
       AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND
       "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE
       902 OF REGULATION S UNDER THE SECURITIES ACT. THE
       INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
       REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION
       OF THE FOREGOING.
              
 (ii)  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 an effective registration statement under the
       Securities Act:
               
       (A) in the case of any Transfer Restricted Note that is a
           Certificated Note, the Registrar shall permit the Holder
           thereof to exchange such Transfer Restricted Note for a
           Certificated Note 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
                    
       (B) 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 Note 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).
                    
 (iii) 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 Company and the Registrar in form and
       substance reasonably acceptable to the Company and the Registrar (which
       Opinion of Counsel shall also state that the transfer restrictions
       contained in the legend are no longer applicable):

   (A) in the case of any Transfer Restricted Note that is a Certificated
       Note, the Registrar shall permit the Holder thereof to exchange such
       Transfer Restricted Note for a Certificated 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
                    
  (B)  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.
                    
  (iv) By its acceptance of any Initial Note represented by a certificate
       bearing the Private Placement Legend, each Holder of, and beneficial
       owner of an interest in, such Initial Note acknowledges the restrictions
       on transfer of such Initial Note set forth in the Private Placement
       Legend and under the heading "Notice to Investors" in the Offering
       Memorandum and agrees that it will transfer such Initial Note only in
       accordance with the Private Placement Legend and the restrictions set
       forth under the heading "Notice to Investors" in the Offering Memorandum.
               
  (v)  Notwithstanding the foregoing, upon the occurrence of the Exchange
       Offer in accordance with the Registration Rights Agreement, the Company
       shall issue and, upon receipt of an authentication order in accordance
       with Section 2.2 hereof, the Trustee shall authenticate (i) one or more
       unrestricted 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
       Notes or (z) Persons who are affiliates (as defined in Rule 144 under the
       Securities Act) of the Company and accepted for exchange in the Exchange
       Offer and (ii) Certificated Notes that do not bear the Private Placement
       Legend in an aggregate principal amount equal to the principal amount of
       the Certificated Notes that are Transfer Restricted Notes accepted for
       exchange in the Exchange Offer. Concurrently with the issuance of such
       Notes, the Trustee shall cause the aggregate principal amount of the
       applicable Global Notes to be reduced accordingly and the Company shall
       execute and the Trustee shall authenticate and deliver to the Persons
       designated by the Holders of Certificated Notes so accepted Certificated
       Notes in the appropriate principal amount.
               
  (f)  Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in Global Notes have been exchanged for Certificated
Notes, redeemed, repurchased or cancelled, all Global Notes 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 Notes,
redeemed, repurchased or cancelled, the principal amount of 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 Note
Custodian, at the direction of the Trustee, to reflect such reduction.

  (g)  General Provisions Relating to Transfers and Exchanges.

  (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Global Notes and
      Certificated Notes at the Registrar's request.
               
 (ii) No service charge shall be made to a Holder for any registration of
      transfer or exchange, but the Company 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, 4.8, 4.15 and 10.6 hereto).
               
(iii) All Global Notes and Certificated Notes issued upon any
      registration of transfer or exchange of Global Notes or Certificated
      Notes shall be the valid obligations of the Company, evidencing the same
      debt, and entitled to the same benefits under this Indenture, as the
      Global Notes or Certificated 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 Notes during a period beginning at the opening
      of fifteen (15) Business Days before the day of any selection of Notes
      for redemption under Section 3.2 hereof and ending at the close of
      business on the day of selection, (B) to register the transfer of or to
      exchange any Note so selected for redemption in whole or in part, except
      the unredeemed portion of any Note being redeemed in part, or (C) to
      register the transfer of or to exchange a 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
      Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and neither the Trustee, any Agent
      nor the Company shall be affected by notice to the contrary.
               
 (vi) The Trustee shall authenticate Global Notes and Certificated 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 Notes.

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

          Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes 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 Notes.

SECTION 2.8    Outstanding Notes.

          The Notes outstanding at any time are all the Notes
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 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 Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

          If a 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 Note is held by a bona fide purchaser.

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

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

SECTION 2.9    Treasury Notes.

          In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes
owned by the Company or any Subsidiary Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with 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 Notes that a Responsible
Officer knows are so owned shall be so disregarded.

SECTION 2.10   Temporary Notes.

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

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

SECTION 2.11   Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or
cancellation and shall upon the written request of the Company, return
such cancelled Notes to the Company. The Company may not issue new Notes
to replace 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 Special Interest, if any) on any Note which
is payable, and is punctually paid or duly provided for, on any
September 15 or March 15 (an "Interest Payment Date"), commencing on
September 15, 1999, shall be paid to the Person in whose name such Note
is registered at the close of business on the Record Date for such
interest payment, which shall be the September 1 or March 1 (whether or
not a Business Day) immediately preceding such Interest Payment Date.

          Any interest on any 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 Company, at its election, as
provided in clause (a) or (b) below:

(a)  The Company may elect to make payment of any Defaulted Interest, and
any interest payable on such Defaulted Interest, to the Persons in whose
names the 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 Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on the
Notes and the date of the proposed payment, and at the same time the
Company 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 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 Company of such Special Record Date and, in the name
and at the expense of the Company, 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 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 Company may make payment of any Defaulted Interest (including
Special Interest, if any), and any interest payable on such Defaulted
Interest, on the Notes in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company 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 Note
delivered under this Indenture upon registration of transfer of, or in
exchange for, or in lieu of, or in substitution for, any other Note,
shall carry the rights to interest (and Special Interest, if any) accrued
and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13   Computation of Interest.

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

SECTION 2.14   CUSIP Number.

          The Company in issuing the 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 Notes and that reliance may be placed only on the other
identification numbers printed on the Notes. The Company shall promptly
notify the Trustee of any change in the CUSIP number.

                              ARTICLE 3
                       REDEMPTION AND PREPAYMENT

SECTION 3.1    Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7 hereof and of the Notes, 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 Notes to be redeemed and
(iv) the Redemption Price.

SECTION 3.2    Selection of Notes to be Redeemed.

          In the case of any partial redemption provided for in
Section 3.7 hereof, selection of the 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 Note of $1,000 in then outstanding principal amount or less
shall be redeemed in part. If any Note is to be redeemed in part only,
the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new 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 Note.

          The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for
partial redemption, the portion of the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of
$1,000 or integral multiples of $1,000, except that if all of the Notes
of a Holder are to be redeemed, the entire outstanding amount of 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 Notes called for redemption also apply to
portions of 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 Company shall mail or cause to be mailed, by first class mail,
a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address as it appears in the Securities Register.

          The notice shall identify the 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 Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the Redemption Date
upon surrender of such Note, a new Note or Notes in principal amount
equal to the unredeemed portion shall be issued upon cancellation of the
original Note;

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

   (e)  that 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 Company defaults in making such Redemption Payment,
interest (and Special Interest, if any) on Notes (or portions thereof)
called for redemption shall cease to accrue on and after the Redemption
Date;

   (g)  the paragraph of the Notes and/or Section of this Indenture pursuant
to which the 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 Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however,
that the Company 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, 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 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 Company 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, on) all Notes to be
redeemed on that date. The Trustee or the Paying Agent shall promptly
return to the Company any money deposited with the Trustee or the Paying
Agent by the Company in excess of the amounts necessary to pay the
Redemption Price of, and accrued interest (including Special Interest, if
any) on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest (and Special
Interest, if any) shall cease to accrue on the Notes or the portions of
Notes called for redemption. If a 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 Note was registered at the close of
business on such Record Date. If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest (and Special
Interest, 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 Notes and in Section 4.1 hereof.

SECTION 3.6    Notes Redeemed in Part.

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

SECTION 3.7    Optional Redemption.

  (a) The Notes will be redeemable, at the Company'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) 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 Notes (the "Make-Whole Premium"). In no event
will the Redemption Price ever be less than 100% of the principal amount
of the Notes plus accrued and unpaid interest (including Special
Interest, if any) to the Redemption Date.

  (b) The amount of the Make-Whole Premium with respect to any 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:
               
       (A) each interest payment that, but for such redemption, would have been
           payable on the 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
                    
       (B) the principal amount that, but for such redemption, would have been
           payable at the final maturity of the Notes (or portion thereof) of
           such series being redeemed, over

  (ii) the principal amount of the 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 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 "Independent Investment Banker" means the Reference
Treasury Dealer appointed by the Trustee after consultation with the
Company.  The "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 Company shall
substitute therefor another Primary Treasury Dealer.

          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 1/200th of 1% or above being rounded upward. If weekly
average yields for United States Treasury Notes are not available in 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.

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

                                ARTICLE 4
                                COVENANTS
                                    
          In the event that at any time (a) the ratings assigned to the
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 found in 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 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 Notes.

          The Company shall pay or cause to be paid the principal of,
premium, if any, and interest (and Special Interest, if any) on, the
Notes on the dates and in the manner provided in the Notes and in this
Indenture. Principal, premium, if any, and interest (and Special
Interest, if any) shall be considered paid on the date due if the Trustee
or the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 11:00 a.m., New York Time, on the due date money deposited by
the Company 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 Company 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 Company 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 Company 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.

          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
Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. 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 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 Company may also from time to time designate one or more
other offices or agencies where the 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 Company of its obligation to maintain an
office or agency in the Borough of Manhattan, The City of New York for
such purposes. The Company 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 Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with
Section 2.3 hereof.

SECTION 4.3    Corporate Existence.

          Subject to the provisions of Article 5 hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in
full force and effect (i) its 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 Company or any such
Restricted Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of each of the Company and the Restricted
Subsidiaries; provided, however, that 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 Notes.

SECTION 4.4    Maintenance of Properties and Insurance.

  (a)  The Company shall cause all material properties 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, 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 Restricted Subsidiary so concerned) of
the Company or a Restricted Subsidiary having managerial responsibility
for any such properties or amounts, 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 Company shall comply, and shall cause each of the
Restricted Subsidiaries 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 Company and the Restricted Subsidiaries taken as a
whole.

SECTION 4.6    Taxes and Other Claims.

          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 Company
or any of the Restricted Subsidiaries or upon the income, profits or
property or assets of 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
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 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 Company and each of the 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 Company and each of the 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 Company shall make an offer to repurchase all
outstanding 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, 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) 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 Notes by the
Rating Agencies 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 Notes validly
tendered and not properly withdrawn pursuant to the Change of Control
Offer. Payment for any Notes so purchased will be made in the same manner
as interest payments are made on the 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 (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 Note is registered at the close of business on such Record Date,
and no additional interest (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 Notes pursuant to
the Change of Control Offer.

   (c)  Within 30 days following any Change of Control, the Company 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 Notes at the Change of
       Control Purchase Price, and that, although Holders are not required to
       tender their Notes, all 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 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, if applicable, after the
       Change of Control Payment Date;

   (v) that any Notes (or portions thereof) not validly tendered shall
       continue to accrue interest and Special Interest, if applicable;

  (vi) that any Holder electing to have a Note purchased pursuant to any
       Change of Control Offer shall be required to surrender the Note, with the
       form entitled "Option of Holder to Elect Purchase" on the reverse of the
       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 Note the Holder delivered
       for purchase and a statement that such Holder is withdrawing his election
       to have such Note purchased; and
               
(viii) the instructions and any other information necessary to enable
       Holders to tender their Notes (or portions thereof) and have such Notes
       (or portions thereof) purchased pursuant to the Change of Control Offer.

   (d)  On or before the Change of Control Payment Date, the Company shall,
to the extent lawful, (1) accept for payment all 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 Notes or portions thereof so
validly tendered and not properly withdrawn and (3) deliver or cause to
be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company. 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 Notes so validly tendered
and not properly withdrawn the Change of Control Purchase Price for such
Notes.

   (e)  Upon surrender and cancellation of a Certificated Note that is
purchased in part pursuant to the Change of Control Offer, the Company
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 Note, a new Certificated Note equal in principal amount to
the unpurchased portion of such surrendered Certificated Note; provided
that each such new Certificated Note shall be in a principal amount of
$1,000 or an integral multiple thereof.

    (f)  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 Company 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 Company 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 Notes as a result of
a Change of Control.  To the extent that the provisions of any securities
laws or regulations conflict with this Section 4.8, the Company shall
comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations hereunder by virtue thereof.

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 Subsidiary Guarantees, if any, and Indebtedness incurred in
exchange for, or the proceeds of which are used to Refinance any
Indebtedness permitted by this clause (3); 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 Issuer Loans, the
guarantee of the Company issued under the Secured Note Indenture and
guarantees of any Subsidiaries of the Company issued thereunder, 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 (4) 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) of this Section 4.9, 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 Notes 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 Company, 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 Notes then or thereafter
outstanding 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 existing on the date on which the Notes are originally issued
or provided for under the terms of agreements existing on such date
(including Liens securing the Issuer Loans);

   (2)  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;

   (3)  Liens securing Indebtedness owed by a Restricted Subsidiary of the
Company or to any other Restricted Subsidiary of the Company;

   (4)  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 Subsidiary 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;

   (5)  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;

   (6)  any Lien extending, renewing or replacing (or successive extensions,
renewals or replacements of) any Lien of any type permitted under clause
(1), (2), (4), or (5) 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

   (7)  Liens (exclusive of any Lien of any type otherwise permitted under
clauses (1) through (6) 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 Section 4.12(a)
hereof (exclusive of any such Sale/Leaseback Transactions otherwise
permitted under clauses (1) through (6) 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:
               
   (1)  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;

   (2)  dividends or distributions payable to the Company or a Restricted
Subsidiary; and

   (3)  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 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) $20,000,000.

       (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 Section 4.9 hereof; 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 of net proceeds
           therefrom, Dividends on such Preferred Stock in an aggregate amount
           not to exceed $30,000,000, provided that such Dividends constitute
           Restricted Payments for purposes of calculating the amount of
           Restricted Payments made pursuant to clause (a)(3) of this Section
           4.11.

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 hereof without equally and ratably securing the
Notes 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 the 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 the 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 SEC, the Company will file a copy of all such information and reports
with the SEC for public availability (unless the SEC will not accept such
filing). In addition, 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 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 otherwise 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 Section 4.14
       or this clause (iv) or contained in any amendment to an agreement
       referred to in clause (i), (ii) or (iii) of this Section 4.14 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 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 Section 4.14 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 of its Restricted
Subsidiaries to, engage in any Asset Sales 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 assets owned by Devco 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 excess proceeds ("Excess
Proceeds").

   (b)  If, as of the first day of any calendar month, the aggregate amount
of Excess Proceeds exceeds 10% of consolidated total assets of the
Company, and if the excess aggregate amount of such Excess Proceeds in
excess of 10% of consolidated total assets that have not theretofore been
subject to an Excess Proceeds Offer (the "Excess Proceeds Offer
Amount") totals at least $10,000,000, the Company 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, Notes at a purchase price
equal to 100% of their principal amount, plus any accrued interest
(including Special Interest, if any) to the date of purchase. The Secured
Note Indenture requires that the Issuer must, not later than the
fifteenth Business Day of such month, also make an offer to purchase
Secured Notes at a purchase price equal to 100% of their principal
amount, plus any accrued interest (including "Special Interest" and
"Additional Amounts", if any, as defined in the Secured Note Indenture)
to the date of purchase. The total amount of the Secured Notes that is
required to be purchased by the Issuer and of the Notes required to be
purchased by the Company shall equal the Excess Proceeds Offer Amount.
Any amounts remaining after all Notes and Secured Notes validly tendered
are purchased shall no longer constitute Excess Proceeds.

   (c)  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 Company will purchase the principal amount of Notes
required to be purchased pursuant to this Section 3.10 (i.e., the portion
the Excess Proceeds Offer Amount allocable to the Notes) or, if less than
the portion of the Excess Proceeds Offer Amount has been so validly
tendered and not properly withdrawn, all Notes validly tendered and not
properly withdrawn in response to the Excess Proceeds Sale Offer. Payment
for any Notes so purchased will be made in the same manner as interest
payments are made on the 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, shall
be paid to the Person in whose name a 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 Notes pursuant to the Excess Proceeds Offer.

   (d)  Upon the commencement of an Excess Proceeds Offer, the Company shall
send, by first class mail, a notice to each of the Holders and a copy of
such Notice to the Trustee. The notice shall contain all instructions and
materials necessary to enable such Holders to tender 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 4.15 and the Excess Proceeds Offer Period during which the Asset
       Sale Offer shall remain open;
               
  (ii) the Excess Proceeds Sale Offer Amount, and the Excess Proceeds
       Purchase Date;

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

  (iv) that, unless the Company defaults in making such payment, any Note
       accepted for payment pursuant to the Excess Proceeds Offer shall cease to
       accrue interest and Special Interest, if applicable, after the Excess
       Proceeds Purchase Date.

   (v) that any Holder electing to have a Note purchased pursuant to any
       Excess Proceeds Offer shall be required to surrender the Note, with the
       form entitled "Option of Holder to Elect Purchase" on the reverse of the
       Note completed, or transfer by book-entry transfer, to the Company, a
       depositary, if appointed by the Company, 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
       Company, 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 Note the Holder delivered
       for purchase and a statement that such Holder is withdrawing his election
       to have such Note purchased;

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

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

   (e) On or before the Excess Proceeds Purchase Date, the Company shall,
to the extent lawful, (1) accept for payment, on a pro rata basis to the
extent necessary, Notes or portions thereof in an aggregate amount equal
to the portion of the Excess Proceeds Offer Amount allocable to the Notes
so validly tendered and not properly withdrawn pursuant to the Excess
Proceeds Offer, of if less than the portion of the Excess Proceeds Offer
Amount has been so validly tendered and not properly withdrawn, all 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, in respect of all Notes, or
portions thereof, so accepted and (3) shall deliver to the Trustee an
Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this
Section 4.15. The Company, 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 Amount
of the Notes validly tendered and not properly withdrawn by such Holder
and accepted by the Company for purchase. Upon surrender and cancellation
of a Certificated 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 Note a new Certificated Note
equal in principal amount to the unpurchased portion of such surrendered
Certificated Note; provided that each such new Certificated 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 Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Excess Proceeds Offer on the Excess
Proceeds Purchase Date. For purposes of this Section 4.15, the Trustee
shall act as the Paying Agent.

   (f) 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 Notes
pursuant to an Excess Proceeds Offer. To the extent that the provisions
of any securities laws or regulations conflict with provisions in the
Indenture governing Excess Proceeds Offers, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to
have breached its obligations hereunder by virtue thereof.

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 value 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 Issuer, the Company, Navis AS, the Restricted Subsidiaries, 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 Arcade Drilling AS).

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)
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 Section 4.17(a), (iv)
directors' qualifying shares, (v) 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 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.

SECTION 4.19   Future Subsidiary Guarantors.

     The Company may not permit any Restricted Subsidiary, directly or
indirectly, to guarantee any Indebtedness of the Company ("Guaranteed
Indebtedness") unless (i) such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture
providing for a Subsidiary Guarantee of payment of the 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 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 Notes, 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 Notes, 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 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   Compliance Certificate; Notice of Default or Event of
               Default.

   (a)  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 Company and the Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has 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 Company 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 Company 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, on
the Notes is prohibited or if such event has occurred, a description of
the event and what action the Company 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 Company has violated
any provisions of Article 4 or Article 5 hereof (except that, such
written statement need not address the Company's compliance with the
provisions of Sections 4.2, 4.5, 4.6, 4.7, 4.13, 4.17 or 4.21 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 Company shall, so long as any of the 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 Company is taking or proposes to take with
respect thereto.

   (d)  For purposes of this Section 4.20, compliance shall be determined
without regard to any period of grace or requirement of notice under this
Indenture.

SECTION 4.21   Prohibition on Company and Guarantors Becoming an
               Investment Company.

      None of the Company or the Subsidiary Guarantors shall become
an "Investment Company" as defined in the Investment Company Act of 1940,
as amended.

                                ARTICLE 5
         CONSOLIDATION, MERGER, CONVEYANCE, LEASE OR TRANSFER

SECTION 5.1    Limitation 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:

   (1)  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 Company or such Subsidiary Guarantor, as the case may
be, under this Indenture and the Subsidiary Guarantees;

   (2)  immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing; and

   (3)  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 (3) 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, Restricted Subsidiaries into the
Company.

   (b)  In connection with any consolidation, merger, continuance, transfer
of assets or other transactions contemplated by this Section 5.1, the
Company 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.

   (c)  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 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 Surviving Person duly assumes
all of the Obligations and covenants of the Company or a Subsidiary
Guarantor pursuant to this Indenture and the 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, on
the 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 Notes issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee;
and, upon the order of such Successor, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Notes
which previously shall have been signed and delivered by the Officers of
the Company to the Trustee for authentication, and any Notes which such
Successor thereafter shall cause to be signed and delivered to the
Trustee for that purpose (in each instance with notations of Subsidiary
Guarantees thereon by the Subsidiary Guarantors). All of the Notes so
issued and so endorsed shall in all respects have the same legal rank and
benefit under this Indenture as the Notes theretofore or thereafter
issued and endorsed in accordance with the terms of this Indenture and
the Subsidiary Guarantees as though all such Notes had been issued and
endorsed at the date of the execution hereof.

     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 Notes thereafter to be issued
or the Subsidiary Guarantees to be endorsed thereon as may be
appropriate.

     For all purposes of this Indenture and the 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
property or assets, of the Successor and its 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 6
                         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, if
any) on the Notes when due, continued for 30 days;

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

        (ii) the failure to redeem or purchase Notes when required pursuant to
this Indenture;

   (c)  the failure by the Company to comply with its obligations under
Sections 4.8, 4.15 or 5.1;

   (d)  the failure by the Company and the Subsidiary Guarantors to comply
with its other agreements contained in this Indenture, 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 Company, or the
Holders of 25% in aggregate principal amount of the outstanding Notes
provide a written notice to the Company and the Trustee, of the default
and the Company 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 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 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 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 Company or any Significant Subsidiary or of any
substantial part of the property or assets of the Company or any
Significant Subsidiary, or ordering the winding up or liquidation of the
affairs of 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)  the commencement by 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 Company or any Significant Subsidiary to the entry of a decree or
order for relief in respect of 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 Company or any Significant Subsidiary; or (iii) the filing by 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
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
Company or any Significant Subsidiary or of any substantial part of the
property or assets of the Company or any Significant Subsidiary, or the
making by the Company or any Significant Subsidiary of an assignment for
the benefit of creditors; or (v) the admission by 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 Company or any Significant Subsidiary in furtherance of any such
action; or

   (i)  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 a Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guarantee.

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 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 Notes then outstanding to be immediately
due and payable by a notice in writing to the Company (and to the Trustee
if given by Holders of such Notes), and upon any such declaration all
amounts payable in respect of the 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 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 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 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 Notes by notice to the Company and the
Trustee may rescind an acceleration and its consequences if:

   (a) the Company or any Subsidiary 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 Notes;
               
 (iii) the principal of (and premium, if any, on) any Notes that have
       become due otherwise than by such declaration of acceleration and
       interest thereon at the rate or rates prescribed therefor in the 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 Notes
       and this Indenture;
               
   (b) all Events of Default, other than the nonpayment of principal of
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 Company 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, and
any other amounts owing and unpaid on, the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not
possess any of the 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 Notes by
notice to the Trustee may on behalf of the Holders of all of the 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 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; 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
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, subject to Section 7.1 hereof, that the Trustee
determines may be unduly prejudicial to the rights of other Holders of
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 Note shall have the right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, the
Subsidiary Guarantees or the Notes, or for the appointment of a receiver
or a trustee, or for any other remedy, unless:

   (a)  the Holder of a 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 Notes make a written request to the Trustee to pursue the
remedy;

   (c)  such Holder of a Note or Holders of 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 Notes then outstanding do not give the Trustee a direction
inconsistent with the request.

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

SECTION 6.7    Rights of Holders of 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, interest and Special Interest, if any, on, the Notes held by such
Holder, on or after the respective due dates expressed in the 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.

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 Company
for the whole amount of principal of, premium, if any, on, interest and
Special Interest, if any, remaining unpaid on, the 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 Notes shall then be due and
payable as therein expressed or by declaration or otherwise, by
intervention in any proceedings relative to the Company or any Obligor
upon the Notes, or to the creditors or property or assets of 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, Special Interest, if any, and
any other amounts owing and unpaid in respect of the 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
Company or other Obligor upon the Notes, or to the creditors or property
of 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 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 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 Notes, and it shall not be
necessary to make any Holders of the Notes parties to any such
proceedings.

SECTION 6.10   Priorities.

     If the Trustee collects any money or property pursuant to this
Article, 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 Notes for amounts due and unpaid on the
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 Notes for principal (premium, if any),
interest, and Special Interest, if any, respectively; and

     Third: to the Company or to the 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 Notes pursuant to this Section 6.10. At least 15
days before such record date, the Company 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 Company.

SECTION 6.11   Undertaking For Costs.

     In any suit for the enforcement of any right or remedy under
this Indenture 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 Note pursuant to Section 6.7
hereof, or a suit by Holders of more than 10% in aggregate principal
amount of the then outstanding Notes.

SECTION 6.12   Restoration of Rights and Remedies.

     If the Trustee or any Holder of 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 Company, the Subsidiary Guarantors, if any, 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, 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
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 6 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 7
                              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 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 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 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 and the 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 Company'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 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 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 Company or, if advanced by the Trustee,
shall be repaid by the Company 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 Company, 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 Company 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 Notes and may otherwise deal with the Company or
any Affiliate of 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 SEC 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, any
Subsidiary Guarantee or the Notes, it shall not be accountable for the
Company's use of the proceeds from the Notes or any money paid to 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 Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture 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 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 Note (including
payments pursuant to the mandatory repurchase provisions of such 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 Notes.

SECTION 7.6    Reports by Trustee to Holders of the Notes.

     Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the 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 Notes shall be mailed to the Company and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee whenever
the Notes become listed on any stock exchange and of any delisting
thereof.

SECTION 7.7    Compensation and Indemnity.

     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 Company 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 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 Company (including
this Section 7.7) and defending itself against any claim (whether
asserted by the Company 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 Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld.

     The obligations of the Company 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 Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall be a Lien
permitted under 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 Company. The Holders of
Notes of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company 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 Company or by any
Holder who has been a bona fide Holder of a 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 Company 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 Company by a Board Resolution may remove
the Trustee with respect to the Notes, or (ii) subject to Section 6.11
hereof, any Holder who has been a bona fide Holder of a 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 Notes.

     If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company 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 Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 60 days
after the retiring Trustee notifies the Company of its resignation or is
removed, the retiring Trustee, the Company, or the Holders of Notes of at
least 10% in principal amount of the then outstanding 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 Note
who has been a Holder of a Note for at least six months, fails to comply
with Section 7.10, such Holder of a 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 Company. 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 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 Company'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 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 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 Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may
authenticate such 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
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 together, in the
case of the initial Trustee, with its ultimate parent entity, has a
combined capital and surplus of at least $50,000,000 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 Company 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 Company.

     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 8
                    SATISFACTION AND DISCHARGE

SECTION 8.1    Satisfaction and Discharge.

     This Indenture shall upon the request of the Company cease to
be of further effect (except as to surviving rights of registration of
transfer, substitution or exchange of Notes herein expressly provided
for, the Company's obligations under Sections 7.7 and 8.4 hereof, the
Company's rights of optional redemption under Article 3 hereof, and the
Company's, the Trustee's and the Paying Agent's obligations under
Section 8.3 hereof) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of
this Indenture when:

   (a) either

       (i) all outstanding Notes have been delivered to the Trustee for
           cancellation, or
               
      (ii) all such 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 Company, and the Company has irrevocably deposited or
           caused to be deposited with the Trustee funds or U.S. Government
           Obligations in an amount sufficient to pay and discharge the entire
           debt on the Notes not theretofore delivered to the Trustee for
           cancellation, for principal of (premium, if any, on) and interest
           (including Special Interest, if any) to the date of deposit or
           Maturity or date of redemption;
               
   (b) the Company has paid or caused to be paid all sums then due and
payable by the Company under this Indenture; and

   (c) the Company 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 Company's obligations in Sections 2.3, 2.4, 2.6, 2.7,
2.11, 2.13, 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 Notes are no
longer outstanding. Thereafter, only the Company'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 Special Interest, if
any) on the Notes, the U.S. Government Obligations shall be payable as to
principal (and premium, if any) or interest (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 Company, be
invested prior to maturity in non-callable U.S. Government Obligations,
and applied by the Trustee in accordance with the provisions of the 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 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 Company.

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

     The Trustee and the Paying Agent shall pay to the Company 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 Company shall have
either caused notice of such payment to be mailed to each Holder of the
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 Company, Holders entitled to the money
must look to the Company 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 Company's and Subsidiary Guarantors' obligations
under this Indenture, the Notes 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 Company or the Subsidiary
Guarantors have made any payment of interest (including Special Interest)
on or principal of any Notes because of the reinstatement of their
Obligations, the Company or such Subsidiary Guarantors shall be
subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee
or Paying Agent.

                               ARTICLE 9
                  DEFEASANCE AND COVENANT DEFEASANCE

SECTION 9.1    Option to Effect Defeasance or Covenant Defeasance.

     The Company 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 Notes upon
compliance with the conditions set forth below in this Article 9.

SECTION 9.2    Defeasance and Discharge.

     Upon the Company's exercise under Section 9.1 hereof of the
option applicable to this Section 9.2, the Company and the Subsidiary
Guarantors 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 Notes, this
Indenture and the Subsidiary Guarantees on the date the conditions set
forth below are satisfied (hereinafter, "Defeasance"). For this purpose,
Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes
and the Company and the Subsidiary Guarantors shall be deemed to have
satisfied all of their obligations under such Notes, this Indenture and
the Subsidiary Guarantees (and the Trustee, at the expense of the
Company, 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 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) on such Notes when
payments are due, (but not the Change of Control Purchase Price or the
Excess Proceeds Offer Amount).

   (b) the Company's obligations with respect to such Notes under Sections
2.6, 2.7, 2.11, and 4.2 hereof,

   (c) the rights, powers, trusts, duties and immunities of the Trustee
under this Indenture,

   (d) Article 3 hereof, and

   (e) this Article 9.

Subject to compliance with this Article 9, the Company 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 Company's exercise under Section 9.1 hereof of the
option applicable to this Section 9.3, (i) the Company and the Subsidiary
Guarantors 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 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, 4.20, 5.1(a)(3) and 5.1(b), the
Events of Default contained in Sections 6(e) and 6(f) and Sections 6.1(g)
and 6.1(h) with respect to Significant Subsidiaries only, and any
covenant added to this Indenture subsequent to the Issue Date pursuant to
Section 10.1 hereof with respect to the outstanding 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,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 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 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 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 Notes shall not be deemed outstanding for accounting
purposes). For this purpose, "Covenant Defeasance" means that, with
respect to the outstanding Notes, 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 Subsidiary Guarantees and the 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 Notes:

     In order to exercise either Defeasance or Covenant Defeasance:

   (a) the Company 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 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 Notes at the Maturity
thereof or Redemption Date therefor in accordance with the terms of this
Indenture and the Notes;

   (b) in the case of an election under Section 9.2 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel confirming that
(A) the Company 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
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 Company
shall have delivered to the Trustee an Opinion of Counsel confirming that
the Holders of the outstanding 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 Notes pursuant to this
Article 9 concurrently with such incurrence) or insofar as Sections
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 Company or any of its
Subsidiaries is a party or by which the Company or any of its
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 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 company within the
meaning of the Investment Company Act of 1940, as amended, unless such
trust shall be registered under such Act or exempt from registration
thereunder;

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

   (j) the Company 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 Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such 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 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 Company 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 Company from time to time upon the
request of the Company 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 Company.

     Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of,
premium, if any, Special Interest, if any, or interest on any 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 Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as a creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company 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 Company 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 Company.

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 Company's Obligations
under this Indenture and the 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 Company makes any payment of
principal of, premium, if any, interest, Special Interest, if any, on any
Note following the reinstatement of its Obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                         ARTICLE 10
              AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 10.1   Without Consent of Holders of Notes.

     Notwithstanding Section 9.2 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder of a Note:

   (a) to evidence the succession of another Person to the Company and the
Subsidiary Guarantors and the assumption by such successor of the
covenants and Obligations of the Company under this Indenture and
contained in the Notes and of the Subsidiary Guarantors contained in this
Indenture and the Subsidiary Guarantees,

   (b) to add to the covenants of the Company, for the benefit of Holders,
or to surrender any right or power conferred upon the Company or the
Subsidiary Guarantors by this Indenture,

   (c) to add any additional Events of Default,

   (d) to provide for uncertificated Notes in addition to or in place of
Certificated Notes,

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

   (f) to secure the Notes and/or the Subsidiary Guarantees,

   (g) to cure any ambiguity, to correct or supplement any provision in
this Indenture which may be inconsistent with any other provision herein
or to add any other provisions with respect to matters or questions
arising under this Indenture, 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 the Indenture under the Trust Indenture Act.

     Upon the request of the Company 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 Company 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 Notes.

     Except as provided below in this Section 10.2, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture and the 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 Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the
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, on, the Notes, except a payment default resulting from
an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount at Stated Maturity of
the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes).

      Upon the request of the Company 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 Notes as aforesaid, and
upon receipt by the Trustee of the documents described in Section 10.7
hereof, the Trustee shall join with 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
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 Company shall mail to the Holders of Notes affected thereby
a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company 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
Notes then outstanding may waive compliance in a particular instance by
the Company with any provision of this Indenture or the Notes. However,
without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Notes held by a non-consenting Holder):

   (a) change the Stated Maturity of the principal of, or any installment
of interest on, any Note, or reduce the principal amount thereof (or
premium, if any), or the interest thereon that would be due and payable
upon Maturity thereof, or change the place of payment where, or the coin
or currency in which, any Note or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof;

   (b) reduce the percentage in principal amount at Stated Maturity of the
outstanding Notes, the consent of whose Holders is necessary for any such
supplemental indenture or required for any waiver of compliance with
certain provisions of this Indenture, or certain Defaults hereunder;

   (c) modify the Obligations of the Company to make offers to purchase
Notes upon a Change of Control or from the proceeds of Asset Sales;

   (d) subordinate in right of payment the Notes or the Subsidiary
Guarantees to any other Indebtedness;

   (e) amend, supplement or otherwise modify the provisions of this
Indenture relating to Subsidiary Guarantees or

   (f) 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 Company 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 Notes as aforesaid, and
upon receipt by the Trustee of the documents described in Section 7.2
hereof, the Trustee shall join with 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
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 10, 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 Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. After a
supplemental indenture becomes effective, the Company 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 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 Note is a continuing consent by the Holder
of a Note and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note, even if notation
of the consent is not made on any Note. However, any such Holder of a
Note or subsequent Holder of a Note may revoke the consent as to its 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 Company 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 Notes.

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

     Failure to make the appropriate notation or issue a new 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 Company nor a 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 11.4, 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 Company and the Subsidiary Guarantors 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 Company and the Subsidiary Guarantors;

   (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 Company or any
Subsidiary Guarantor, or (iii) any material agreement or instrument to
which 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
Company or any Subsidiary Guarantor, or (ii) any material order, writ,
injunction or decree of any court or governmental instrumentality
applicable to the Company or any Subsidiary Guarantor;

   (e) such supplemental indenture has been duly and validly executed and
delivered by the Company and the Subsidiary Guarantors, and this
Indenture together with such supplemental indenture constitutes a legal,
valid and binding obligations of the Company and the Subsidiary
Guarantors enforceable against the Company and the Subsidiary Guarantors,
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 Company nor any Affiliate of 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 or the Notes 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 11
                           MISCELLANEOUS

SECTION 11.1   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 11.2   Notices.

     Any notice or communication by the Company, the Subsidiary
Guarantors 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 Company or any Subsidiary Guarantor:
          
          R&B Falcon Corporation
          901 Threadneedle
          Houston, Texas  77079
          Attention:  Chief Financial Officer
          Telephone No.:  281-496-5000
          Telecopier No.:  281-597-7556
          
          If to the Trustee:
          
          U.S. Trust Company of Texas,
            National Association
          2001 Ross Avenue, Suite 2700
          Dallas, Texas  75201
          Attention: Corporate Trust Division
          Telephone No.:  214-754-1200
          Telecopier No.:  214-754-1303
          
     The Company, the Subsidiary Guarantors, 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 Company, the Subsidiary Guarantors
or the Trustee, actually received.

     If the Company 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 11.3   Communication By Holders of Notes With Other Holders of
               Notes.

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

SECTION 11.4   Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company, 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 11.5 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 11.5 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 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 Company or such Subsidiary Guarantor stating that the
information with respect to such factual matters is in the possession of
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 11.5   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 11.6   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 executed by such
specified percentage of Holders in person or by agents duly appointed;
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 Company and
the Subsidiary Guarantors. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders executing such instrument or instruments.
Proof of execution of any such instrument or of appointment of 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 Company
and the Subsidiary Guarantors, if made in the manner provided in this
Section.  Any electronic or other transmission pursuant to the
Depository's Applicable Procedures will be considered an instrument
executed by the Holders of the Notes for the purpose of this
Section 11.6.

   (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 Notes held by
any Person, and the date of holding the same, shall be proved by the
Securities Register.

   (d) If the Company shall solicit from the Holders of Notes any request,
demand, authorization, direction, notice, consent, waiver or other Act,
the Company 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 Company 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 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 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 Note shall bind every future Holder of the
same Note and the Holder of every 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
Company in reliance thereon, whether or not notation of such action is
made upon such Note.

   (f) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action with regard to any particular Note may do so with
regard to all or any part of the principal amount of such 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 11.7   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 11.8   No Personal Liability of Directors, Officers, Employees
               and Stockholders.

     No director, officer, employee, incorporator or stockholder of
the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or the Subsidiary Guarantors
under the 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 Note waives and releases all such
liability. The waiver and release are part of the consideration for
issuance of the Notes.

SECTION 11.9   Governing Law.

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

SECTION 11.10   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 Company and the Subsidiary
Guarantors (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 Subsidiary Guarantees, or the 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 Company and the Subsidiary Guarantors in any such suit,
action or proceeding. The Company and the Subsidiary Guarantors 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 Company and the Subsidiary Guarantors 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 11.10 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 Company or (b) a corporate service company
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 11.10. 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 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
Company and each Subsidiary Guarantor appointed and acting in accordance
with this Section 11.10.

     To the extent that the Company or any Subsidiary Guarantor 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 Company
and the Subsidiary Guarantors hereby irrevocably waives such immunity in
respect of its Obligations under this Indenture, the Subsidiary
Guarantees and the Notes, to the extent permitted by law.

SECTION 11.11      No Adverse Interpretation of Other Agreements.

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

SECTION 11.12       Successors.

     All agreements of the Company and the Subsidiary Guarantors in
this Indenture, the Notes and the Subsidiary Guarantors shall bind its
successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 11.13       Severability.

     In case any provision in this Indenture or in the 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 11.14       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 11.15       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 12
                             GUARANTEES

SECTION 12.1   Subsidiary Guarantors.

   (a) For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of the Subsidiary Guarantors,
together with each Subsidiary of the Company which in accordance with
Sections 4.19 and 12.8(a) hereof is required in the future to guarantee
the Obligations of the Company and the Subsidiary Guarantors under the
Notes, the Subsidiary Guarantees 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 Notes or the
Obligations of the Company and the Subsidiary Guarantors under this
Indenture, that: (i) the principal of, premium, if any, any interest, and
Special Interest, if any, on the 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, call for redemption,
upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise,
and interest on the overdue principal and (to the extent permitted by
law) interest, if any, on the Notes and any other amounts due in respect
of the Notes, and all other Obligations of the Company and the Subsidiary
Guarantors, to the Holders of the Notes under this Indenture, the 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 Notes; and (ii) in case of any extension of time
of payment or renewal of any 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 Change of Control Offer, Asset
Sale Offer, purchase or otherwise. If payment is not made when due of any
amount so guaranteed for whatever reason, each Subsidiary 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. Each Subsidiary Guarantor
agrees that this is a guarantee of payment and not a guarantee of
collection. An Event of Default under this Indenture or the Notes shall
constitute an Event of Default under each Subsidiary Guarantee, and shall
entitle the Holders to accelerate the Obligations of each Subsidiary
Guarantor hereunder in the same manner and to the same extent as the
Obligations of the Company. Each Subsidiary Guarantee is intended to be
superior to or pari passu in right of payment with all Indebtedness of
the Subsidiary Guarantors and each Subsidiary Guarantor's Obligations are
independent of any Obligation of the Company or any other Subsidiary
Guarantor.

   (b) Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the Obligations under this
Indenture or the Notes and also waives notice of protest for nonpayment.
Each Subsidiary Guarantor waives notice of any default under the Notes or
the Obligations. The Obligations of each Subsidiary 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
Company or any other Person under this Indenture, the 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 Notes or any other agreement;
(iv) the release of any security held by any Holder or the Trustee for
the Obligations or any of them; (v) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of
the Obligations; or (f) any change in the ownership of such Subsidiary
Guarantor.

   (c) The Obligations of each Subsidiary 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
Company or otherwise. Without limiting the generality of the foregoing,
the Obligations of each Subsidiary 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 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 Company, 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
Subsidiary Guarantor or would otherwise operate as a discharge of such
Subsidiary Guarantor as a matter of law or equity.

   (d) Each Subsidiary Guarantor further agrees that its Subsidiary
Guarantee 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) on any
Obligation of the Company is rescinded or must otherwise be restored by
any Holder or the Trustee upon the bankruptcy or reorganization of the
Company 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
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to
pay the principal of, premium, if any, on or interest (or Special
Interest, 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 Subsidiary 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 Company to the Holders and the Trustee.

   (f) Until such time as the Notes and the other Obligations of the
Company guaranteed hereby have been satisfied in full, each Subsidiary
Guarantor hereby irrevocably waives any claim or other rights that it may
now or hereafter acquire against the Company or any other Subsidiary
Guarantor that arise from the existence, payment, performance or
enforcement of such Subsidiary Guarantor's Obligations under each
Subsidiary Guarantee, 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 Company or any other Subsidiary 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 Company or any other Subsidiary
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. If any amount shall be paid to such Subsidiary
Guarantor in violation of the preceding sentence at any time prior to the
later of the payments in full of the Notes and all other amounts payable
under this Indenture and each Subsidiary Guarantee upon the Maturity of
the 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 Notes and all other amounts payable under
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 Subsidiary Guarantee
thereafter arising.
   (g) Each Subsidiary 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 12.1 is
knowingly made in contemplation of such benefits. Each Subsidiary
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
12, the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Article 6 for the purposes of 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 6, such Obligations (whether or not due and payable)
shall further then become due and payable by the Subsidiary Guarantors
for the purposes of each Subsidiary 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 Subsidiary Guarantor in discharging the
Company's obligations with respect to the 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 Notes under the Subsidiary Guarantees.

   (i) Each Subsidiary 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 12.2   Limitation on Liability.

     The Obligations of each Subsidiary Guarantor will be limited to
the maximum amount as will, after giving effect to all other contingent
and fixed liabilities of Subsidiary Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the Obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its
contribution obligations under this Indenture, result in the Obligations
of such Subsidiary Guarantor under its Subsidiary Guarantee 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 Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guarantee shall be entitled to a
contribution from each other Subsidiary Guarantor in a pro rata amount
based on the Adjusted Net Assets of Subsidiary Guarantor.

SECTION 12.3   Execution and Delivery of Guarantees.

     To further evidence its Subsidiary Guarantee set forth in
Section 12.1 hereof, each Subsidiary Guarantor hereby agrees that
notation of such Subsidiary Guarantee shall be endorsed on each Note
authenticated and delivered by the Trustee and executed by either manual
or facsimile signature of an authorized officer of such Subsidiary
Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guarantee set forth in Section 12.1 hereof shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee. If an officer of a Subsidiary Guarantor whose
signature is on this Indenture or a Note no longer holds that office at
the time the Trustee authenticates such Note or at any time thereafter,
such Subsidiary Guarantor's guarantee of such Note shall be valid
nevertheless. The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any
Subsidiary Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantor.

SECTION 12.4   When A Subsidiary Guarantor May Merge, Etc.

     Each Subsidiary Guarantor may consolidate with or merge into or
sell or otherwise dispose of all or substantially all of its Property and
assets to the Company or another Subsidiary Guarantor without limitation,
except to the extent any such transaction is subject to Section 5.1
hereof. Each Subsidiary Guarantor may consolidate with or merge into or
sell all or substantially all of its Property and assets to a Person
other than the Company or another Subsidiary Guarantor (whether or not
Affiliated with the Subsidiary Guarantor), provided that (a) if the
surviving Person is not the Subsidiary Guarantor, the surviving Person
agrees to assume such Subsidiary Guarantor's Subsidiary Guarantee and all
its Obligations pursuant to this Indenture (except to the extent the
provisions of Section 12.7(a) would result in the release of such
Subsidiary Guarantee) and (b) such transaction does not (i) violate any
of the covenants described in Article 4 hereof or (ii) result in a
Default or Event of Default being in existence or continuing immediately
thereafter.

SECTION 12.5   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 12 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 12 at law, in equity, by statute or otherwise.

SECTION 12.6   Modification.

     No modification, amendment or waiver of any provision of this
Article 12, nor the consent to any departure by any Subsidiary 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 Subsidiary Guarantor in any case
shall entitle such Subsidiary Guarantor to any other or further notice or
demand in the same, similar or other circumstances.

SECTION 12.7   Release of 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 Company, or another Subsidiary
Guarantor and pursuant to a transaction that is otherwise in compliance
with this Indenture (including as described in clause (b) of Section 12.4
and as described in Section 4.15 hereof), such Subsidiary Guarantor
(unless it otherwise remains a Restricted Subsidiary) 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 Company, the Subsidiary
Guarantors, if any, and the Trustee, upon the release or discharge of the
guarantee which resulted in the creation of such Subsidiary's Guarantee
and all other guarantees of the Obligations of any Obligor on the Notes,
except a discharge or release by, or as a result of, payment under such
guarantee.

SECTION 12.8   Execution of Supplemental Indentures for Future
               Guarantors.
               
     Any Restricted Subsidiary that guarantees any Indebtedness of
the Company or another Obligor is required pursuant to Section 12.8(a) or
4.19 hereof to become a Subsidiary Guarantor and the Company shall cause
each such 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 12 and shall guarantee
the Obligations of the Company under the Notes and this Indenture.
Concurrently with the execution and delivery of such supplemental
indenture, the Company 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 Guarantor 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.

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

                              R&B FALCON CORPORATION
                              
                              By:
                              Name:
                              Title:
                              
                              U.S. TRUST COMPANY OF TEXAS,
                                NATIONAL ASSOCIATION, as Trustee
                              
                              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 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO R&B FALCON CORPORATION (THE "COMPANY") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 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 NOTE IN DEFINITIVE, FULLY
REGISTERED FORM, WITHOUT INTEREST COUPONS, IF (A) DTC NOTIFIES THE
COMPANY 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 COMPANY WITHIN 90 DAYS OF
SUCH NOTICE, (B) THE COMPANY 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 NOTES.]1

[THIS 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 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
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, OR (C) 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) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) 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 COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
LAWS 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.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING.]2

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON PRIOR TO THE
EXCHANGE OF THIS NOTE FOR A REGULATION S PERMANENT GLOBAL NOTE AS
CONTEMPLATED BY THE INDENTURE.]3
____________________
1  These paragraphs should be included if the Notes are issued in global
   form.
2  These paragraphs (the Private Placement Legend) should be omitted upon
   the exchange of Initial Notes for Exchange Notes in the Exchange Offer
   or upon the registration of Initial Notes pursuant to the Registration
   Rights Agreement.
3  This should be included only if the Note is a Regulation S Temporary
   Global Note.



                      12 1/4 % Senior Notes due 2006
                                    
R&B FALCON CORPORATION

No.
CUSIP No.


$_____________________

R&B FALCON CORPORATION 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 March 15, 2006.

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 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
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 Company has caused this instrument to be duly
executed as of the date written below.



R&B FALCON CORPORATION



By:
Name:
Title:

By:
Dated:
Name:
Title:

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

U. S. TRUST COMPANY OF TEXAS,
  National Association, as Trustee

By:
     Authorized Signatory




                            (Reverse of Note)
                                    
                       12 1/4% Senior Note due 2006
                                    
          Capitalized terms used herein shall have the meanings assigned
to them in this Indenture referred to below unless otherwise indicated.

          1.   Interest. R&B Falcon Corporation., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being called the "Company"), promises to pay
interest on the principal amount of this Note at 121/4% per annum until
Maturity and shall pay Special Interest, if any, payable pursuant to
Section __ of the Registration Rights Agreement referred to below. The
Company will pay interest, 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 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 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
succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be September 15, 1999. The Company 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"), and Special Interest, if
any, 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 Company will pay interest on the
Notes (except Defaulted Interest) and Special Interest, if any, to the
Persons who are registered Holders of 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 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 Notes will be payable as to principal, premium, interest
and Special Interest at the office or agency of the Company maintained
for such purpose within the City and State of New York, or, at the option
of the Company, payment of interest 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 Special Interest, if any, on, all Global
Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company 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.   Paying Agent and Registrar. Initially, the Trustee under
the Indenture will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. In
certain situations, the Company or any of its Subsidiaries may act in any
such capacity.

          4.   Indenture. The Company issued the Notes under an Indenture
dated as of March 26, 1999 ("Indenture") between the Company and U.S.
Trust Company of Texas, N.A., as trustee (the "Trustee," which term
includes any successor trustee under the Indenture). The terms of the
Notes include those stated in the Indenture and those made part of the
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 the
Indenture. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. The
Notes are unsecured obligations of the Company limited to $200,000,000 in
aggregate principal amount (subject to Section 2.7 of the Indenture).
This Note is one of the Notes referred to in the Indenture.

          5.   Optional Redemption. (a) Under the terms of the Indenture,
the Notes will be redeemable, at the Company'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 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) to the Redemption Date plus the Make-Whole
Premium applicable to the Notes determined in the manner provided for in
Section 3.7 of the Indenture.

          (b)  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 Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but
only in integral multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. Unless the Company defaults in making such
redemption payment, on and after the Redemption Date interest (including
Special Interest, if any) ceases to accrue on Notes or portions thereof
called for redemption.

          6.   Mandatory Redemption. Except as contemplated by clause 7
below, the Company shall not be required to make any mandatory
redemption, purchase or sinking fund payments with respect to the Notes
prior to the maturity date.

          7.   Repurchase at Option of Holder. (a) Upon the occurrence of
a Change of Control, each Holder will have the right to require the
Company to repurchase such Holder's 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, to the Change of Control Payment Date on the terms
described in the Indenture.

          Notwithstanding the foregoing, a Change of Control shall not be
deemed to have occurred if (a) the ratings assigned to the Notes by the
Rating Agencies 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 Notes. The
Holder of this Note may elect to have this 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 Note
pursuant to the Change of Control Offer. Unless the Company defaults in
the payment of the Change of Control Payment with respect thereto, all
Notes or portions thereof accepted for payment pursuant to the Change of
Control Offer will cease to accrue interest (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 Excess Proceeds exceeds 10% of consolidated total
assets of the Company, and if the excess aggregate amount of Excess
Proceeds not theretofore subject to an Excess Proceeds Offer (the "Excess
Proceeds Offer Amount"), totals as least $10,000,000, the Company 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 Notes equal to such excess aggregate
amount of 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 to the date of
purchase).  The Issuer is also required, not later than the fifteenth
Business Day of such month, to make an offer to purchase the Secured
Notes, at a price equal to 100% of their principal amount, plus any
accrued interest (including "special interest" and "additional amounts")
to the date of purchase.  The Excess Proceeds Offer Amounts will be
allocated on a pro rata basis between the Issuer for its "excess proceeds
offer" to the holders of the Secured Notes and the Company for its Excess
Proceeds Offer to the Holders of the Notes.  Any amounts remaining after
all Notes validly tendered are purchased shall no longer constitute
Excess Proceeds.

Within 30 days of the date the excess amount of Excess Proceeds exceeds
$10,000,000, the Company shall send, or cause to be sent, by first class
mail, postage prepaid, a notice regarding the Excess Proceeds Offer to
each Holder of Notes. The Holder of this Note may elect to have this 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 Note pursuant to the Excess Proceeds Offer. Unless the
Company defaults in the payment of the Excess Proceeds Offer Purchase
Amount with respect thereto, all Notes or portions thereof selected for
payment pursuant to the Excess Proceeds Offer will cease to accrue
interest from and after the Excess Proceeds Offer Purchase Date.

          8.   Denominations; Transfer and Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and 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 Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a Record Date and the
corresponding Interest Payment Date.

          9.   Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.

          10.  Amendment, Supplement and Waiver. With the consent of the
holders of not less than a majority in aggregate principal amount at
Stated Maturity of the outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes), 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
Note affected thereby, (a) change the Stated Maturity of the principal
of, or any installment of interest on, any Note, or reduce the principal
amount thereof (or premium, if any), or the interest thereon that would
be due and payable thereon, or change the place of payment where, or the
coin or currency in which, any Note or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof, (b) reduce the
percentage in principal amount at Stated Maturity of the outstanding
Notes, the consent of whose Holders is necessary for any such
supplemental indenture or required for any waiver of compliance with
certain provisions of the Indenture, or certain Defaults thereunder,
(c) modify the Obligations of the Company to make offers to purchase
Notes upon a Change of Control or from the proceeds of Asset Sales,
(d) subordinate in right of payment the Notes or the Subsidiary
Guarantees, if any, to any other Indebtedness, (e) amend, supplement or
otherwise modify the provisions of the Indenture relating to Subsidiary
Guarantees or (f) make any changes in Sections 6.4 or 6.7 of the
Indenture or modify any of the provisions of this clause (except to
increase any percentage set forth therein or herein).

          11.  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 with respect to, any Notes; (ii) default in
payment when due of the principal of or premium, if any, on the Notes;
(iii) failure by the Company to comply with Sections 4.8, 4.15 or 5.1 of
the Indenture; (iv) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes;
(v) Indebtedness of the Company 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 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; (viii) certain events
of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary or group of Restricted Subsidiaries that, taken as
a whole (as of the latest audited consolidated financial statement for
the Company and its Subsidiaries), would constitute a Significant
Subsidiary; and (ix) 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 the Indenture).

Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the 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, interest or Special Interest, if any) if it
determines that withholding notice is in their interest. Subject to
certain limitations, the Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the 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 on,
and, if any, on, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and
the Company 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.

          12.  Defeasance Prior to Maturity or Redemption. The Company,
at its election, shall (a) be deemed to have paid and discharged its debt
on the Notes and the Indenture and Subsidiary Guarantees shall cease to
be of further effect as to all outstanding Notes (except as to (i) rights
of registration of transfer, substitution and exchange of Notes, (ii) the
Company's right of optional redemption, (iii) rights of Holders to
receive payments of principal of, premium, if any, and interest including
Special Interest on the Notes (but not the Change of Control Purchase
Price or the Asset Sale Offer Purchase Price) and any rights of the
Holders with respect to such amounts, (iv) the rights, obligations and
immunities of the Trustee under the Indenture, and (v) certain other
specified provisions in the Indenture) or (b) cease to be under any
obligation to comply with certain restrictive covenants that are
described in the Indenture, after the irrevocable deposit by the Company
with the Trustee, in trust for the benefit of the Holders, at any time
prior to the Stated Maturity of the 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 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 Special Interest, if any)
on, such Notes then outstanding on the dates on which any such payments
are due in accordance with the terms of the Indenture and of such Notes.

          13.  Trustee Dealings with 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 Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.

          14.  No Recourse Against Others. A director, officer, employee,
incorporator or stockholder of the Company or a Subsidiary Guarantor, as
such, shall not have any liability for any obligations of the Company or
the Subsidiary Guarantors under the Notes, the 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 Note
waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.

          15.  GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

          16.  Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

          17.  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).

          18.  Additional Rights of Holders of Transfer Restricted Notes.
In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted 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 the Indenture,
between the Company and the parties named on the signature pages thereof
(the "Registration Rights Agreement").

          19.  CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the 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 Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

          The Company 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:

          R&B Falcon Corporation
          901 Threadneedle
          Houston, Texas  77079
          Attention:  Chief Financial Officer
          Telephone No.:  281-496-5000
          Telecopier No.:  281-597-7556
          
          
          
                      SUBSIDIARY GUARANTEE

     Subject to the limitations set forth in the Indenture, the
Subsidiary Guarantors (as defined in the Indenture referred to in this
Note and each hereinafter referred to as a "Subsidiary Guarantor," which
term includes any successor or additional Subsidiary Guarantor 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), on the
Notes, whether at Maturity, by acceleration, call for redemption, upon a
Change of Control Offer, Asset Sale Offer, purchase or otherwise, (b) the
due and punctual payment of interest on the overdue principal of and
interest (and Special Interest, if any), on the Notes to the extent
lawful, (c) the due and punctual performance of all other Obligations of
the Company and the Subsidiary Guarantors to the Holders under the
Indenture and the Notes and (d) in case of any extension of time of
payment or renewal of any 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, Asset
Sale Offer, purchase or otherwise. Capitalized terms used herein shall
have the same meanings assigned to them in the Indenture unless otherwise
indicated.

     Payment on each Note is guaranteed, jointly and severally, by the
Subsidiary Guarantors pursuant to Article 12 of the Indenture and
reference is made to such Indenture for the precise terms of the
Subsidiary Guarantees.

     The Obligations of each Subsidiary 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 Subsidiary Guarantor,
and after giving effect to any collections from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the Obligations of
such other Subsidiary Guarantor under its Subsidiary Guarantee or
pursuant to its contribution obligations under the Indenture, result in
the Obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee 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 Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guarantee shall be entitled to a
contribution from each other Subsidiary Guarantor in a pro rata amount
based on the Adjusted Net Assets of each Subsidiary Guarantor.

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

     The Subsidiary Guarantee shall be binding upon each Subsidiary
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.

              [Remainder of page intentionally left blank.]
                                    
                                    
                                    



By:
Name:
Title:







By:
Name:
Title:
   
                                    
                             ASSIGNMENT FORM
                                    


To  assign  this  Note, fill in the form below: (I) or  (we)  assign  and
transfer this 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 Note on the books of the Company or the agent appointed
by  the  Company 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 Note)



Signature Guarantee:

               Option of Holder to Elect Purchase

If  you want to elect to have this Note purchased by the Company pursuant
to Section 4.8 or 4.15 of the Indenture, check the box below:

 Section 4.8              Section 4.15

If  you  want  to  elect to have only part of the Note purchased  by  the
Company  pursuant to Section 4.8 or Section 4.15 of the 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 Note)
                                        
Signature Guarantee:          Social Security or Tax Identification No.:
                              


                               SCHEDULE A
                                    
                  CHANGES IN PRINCIPAL AMOUNT OF NOTE 5
                                    
The  following changes in the principal amount of this Global  Note  have
been recorded:



                                       Principal     
            Amount of     Amount of    Amount        Signature
            decrease in   increase in  of this       of
   Date  of Principal     Principal    Global Note   authorized
   Transact Amount of     Amount of    following     officer
   ion      this Global   this Global  such          of Trustee
            Note          Note         decrease
                                       (or
                                       increase)
                                                     
___________________
5  This should only be included if the Note is issued in global format.
                                                     
                                                     
                                                     
                                                      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)(i) of the Indenture)


U.S. Trust Company of Texas,
  National Association
2001 Ross Avenue, Suite 2700
Dallas, Texas  75201
Telephone No.:  214-754-1200
Telecopier No.:  214-754-1303

Attention: Corporate Trust Division

Re: 12 1/4% Senior Notes due 2006 of R&B Falcon Corporation

          Reference is hereby made to the Indenture, dated as of
March 26, 1999 (the "Indenture"), between R&B Falcon Corporation (the
"Company"), the Persons acting as subsidiary guarantors and named
therein, if any, (the "Subsidiary Guarantors") and U.S. Trust Company of
Texas, N.A., as trustee (the "Trustee"). Capitalized terms used but not
defined herein shall have the meanings given them in the Indenture.

          This letter relates to U.S.$___________ principal amount of
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
Notes to a Person who will take delivery thereof in the form of an equal
principal amount of Notes evidenced by one or more Regulation S Global
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 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 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 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 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;

(1)  no directed selling efforts have been made in contravention of the
requirements of Rule 904(b) of Regulation S;

(2)  the transaction is not part of a plan or scheme to evade the
registration provisions of the Securities Act; and

(3)  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 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 Company and Donaldson, Lufkin & Jenrette
Securities Corporation (the "Initial Purchaser"), the Initial Purchaser
of such Notes being transferred. We acknowledge that you, 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 the Indenture have the meanings set forth in Regulation S
under the Securities Act.

[Insert Name of Transferor]



By:
Name:
Title:
Dated:

cc:  R&B Falcon Corporation
     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 the Indenture)


U.S. Trust Company of Texas,
  National Association
2001 Ross Avenue, Suite 2700
Dallas, Texas  75201
Telephone No.:  214-754-1200
Telecopier No.:  214-754-1303

Attention: Corporate Trust Division

Re: 12 1/4% Senior Notes due 2006 of R & B Falcon Corporation

Reference is hereby made to the Indenture dated as of March 26, 1999 (the
"Indenture"), between R&B Falcon Corporation (the "Company"), the Persons
acting as subsidiary guarantors and named therein, if any, (the
"Subsidiary Guarantors") and U.S. Trust Company of Texas, N.A., as
trustee (the "Trustee"). Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.

This letter relates to $____________ principal amount of Notes which are
evidenced by one or more Regulation S Global 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 Notes to a Person who will take delivery
thereof in the form of an equal principal amount of Notes 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 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 Notes are being transferred to a Person that the
  Transferor reasonably believes is purchasing the 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 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 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 Company 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 Company 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
  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 Company and to the Registrar, to the effect that such
  transfer is in compliance with the Securities Act;
  
and such 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 Company and Donaldson, Lufkin &
Jenrette Securities Corporation (the "Initial Purchaser"), the Initial
Purchaser of such Notes being transferred. We acknowledge that you, 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 the Indenture have the meanings set forth in
Regulation S under the Securities Act.

[Insert Name of Transferor]



By:
Name:
Title:



Dated: _______________________

cc:  R&B Falcon Corporation
     Initial Purchaser

                                                      Exhibit B-3

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



U.S. Trust Company of Texas,
  National Association
2001 Ross Avenue, Suite 2700
Dallas, Texas  75201
Telephone No.:  214-754-1200
Telecopier No.:  214-754-1303

Attention: Corporate Trust Division

Re: 12 1/4% Senior Notes due 2006 of R&B Falcon Corporation

Reference is hereby made to the Indenture dated as of March 26, 1999 (the
"Indenture"), between R&B Falcon Corporation (the "Company"), the Persons
acting   as  subsidiary  guarantors  and  named  therein,  if  any   (the
"Subsidiary  Guarantors"),  and U.S. Trust  Company  of  Texas,  N.A.  as
trustee  (the  "Trustee"). Capitalized terms used but not defined  herein
shall have the meanings given them in the Indenture.

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

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

[CHECK ONE]

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

- the Surrendered Notes are being transferred to the Company;
  
or

- the  Surrendered  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 Notes are being transferred
  to  a Person that the Transferor reasonably believes is purchasing  the
  Surrendered 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  Notes  are  being transferred  in  a  transaction
  permitted by Rule 144 under the Securities Act;
  
or

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

- the  Surrendered  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 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 Company 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 Company 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 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
  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 Company and to the Registrar, to the effect that such
  transfer is in compliance with the Securities Act;
  
and  the  Surrendered 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 Company and Donaldson, Lufkin &  Jenrette
Securities  Corporation (the "Initial Purchaser"), the Initial  Purchaser
of such Notes being transferred. We acknowledge that you, 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  the  Indenture have the meanings set forth in  Regulation  S
under the Securities Act.

[Insert Name of Transferor]

By:
Name:
Title:

Dated: ________________________



cc:  R&B Falcon Corporation
     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 CERTIFICATED NOTE
(Pursuant to Section 2.6(c) of the Indenture)



U.S. Trust Company of Texas,
  National Association
2001 Ross Avenue, Suite 2700
Dallas, Texas  75201
Telephone No.:  214-754-1200
Telecopier No.:  214-754-1303

Attention: Corporate Trust Division

Re: 12 1/4% Senior Notes due 2006 of R&B Falcon Corporation

Reference is hereby made to the Indenture dated as of March 26, 1999 (the
"Indenture"), between R&B Falcon Corporation (the "Company"), the Persons
acting  as  subsidiary  guarantors  and  named  therein,  if  any,   (the
"Subsidiary  Guarantors")  and U.S. Trust  Company  of  Texas,  N.A.,  as
trustee  (the  "Trustee"). Capitalized terms used but not defined  herein
shall have the meanings given them in the Indenture.

This letter relates to $_____________ principal amount of Notes which are
evidenced  by a beneficial interest in one or more U.S. Global  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
Notes evidenced by one or more Certificated Notes, to be delivered to the
Transferor or, in the case of a transfer of such Notes, to such Person as
the Transferor instructs the Trustee.

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

[CHECK ONE]

- the Surrendered Notes are being transferred to the beneficial owner
  of such Notes;
  
or

- the  Surrendered  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 Notes are being transferred
  to  a Person that the Transferor reasonably believes is purchasing  the
  Surrendered 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  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  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 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 Company 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 Company 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 Notes are being transferred pursuant to an effective
  registration statement under the Securities Act;
  
or

- the Surrendered 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
  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 Company and to the Registrar, to the effect that such
  transfer is in compliance with the Securities Act;
  
and  the  Surrendered 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 Company and Donaldson, Lufkin &  Jenrette
Securities  Corporation (the "Initial Purchaser"), the Initial  Purchaser
of such Notes being transferred. We acknowledge that you, 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  the  Indenture have the meanings set forth in  Regulation  S
under the Securities Act.

[Insert Name of Transferor]



By:
Name:
Title:

Dated:

cc:  R&B Falcon Corporation
     Initial Purchaser

                                                                Exhibit C
                                                                         
FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR



U.S. Trust Company of Texas,
  National Association
2001 Ross Avenue, Suite 2700
Dallas, Texas  75201
Telephone No.:  214-754-1200
Telecopier No.:  214-754-1303

Attention: Corporate Trust Division

Re:  12 1/4% Senior Note due 2006 of R&B Falcon Corporation

Reference  is  hereby made to the Indenture, dated as of March  26,  1999
(the  "Indenture"), between R&B Falcon Corporation, as  issuer,  and  the
Persons  acting as subsidiary guarantors and named therein, if any,  (the
"Subsidiary  Guarantors")  and U.S. Trust  Company  of  Texas,  N.A.,  as
trustee.  Capitalized terms used but not defined herein  shall  have  the
meanings given them in the Indenture.

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

(a)       Beneficial interests, or

(b)       Certificated 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 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 Notes, we will acquire 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 Notes;
     
(v)  we  are  not acquiring 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 Company and receive answers  thereto,  as  we
     deem necessary in connection with our decision to purchase Notes.
     
We  understand  that  the Notes are being offered in  a  transaction  not
involving  any  public offering within the meaning of the Securities  Act
and that the 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 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 Company so  requests),
(ii)  to  the  Company  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 Notes, except upon presentation of  evidence
satisfactory to the Company that the foregoing restrictions  on  transfer
have  been  complied with. We further understand that the 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 Company and Donaldson, Lufkin &  Jenrette
Securities  Corporation (the "Initial Purchaser"), the Initial  Purchaser
of such Notes being transferred. We acknowledge that you, 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  the  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.

[Insert Name of Purchaser]

By:
Name:
Title:
Address:

cc:  R&B Falcon Corporation
     Initial Purchaser

                         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)                                                11.3
(c)                                                11.3
313(a)                                             7.6
(b)(1)                                             N.A.
(b)(2)                                             7.6
(c)                                                7.6; 11.2
(d)                                                7.6
314(a)                                             4.13; 4.21; 11.2
(b)                                                N.A.
(c)(1)                                             11.4, 11.5
(c)(2)                                             7.2; 11.4; 11.5
(c)(3)                                             N.A.
(d)                                                N.A.
(e)                                                10.5
(f)                                                N.A.
315(a)                                             7.1(a)
(b)                                                4.21; 7.5; 11.4
(c)                                                7.1
(d)                                                7.1
(e)                                                6.11
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)                                             11.1
___________________________________
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.