R&B FALCON CORP
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>31
<FILENAME>0031.txt
<TEXT>

                                                    EXHIBIT 10.31
                                                   Execution Copy

                           EXHIBIT B/G

               OPERATION AND MAINTENANCE AGREEMENT



      This OPERATION AND MAINTENANCE AGREEMENT (this "Agreement")
is  executed  as of June 2, 2000, by and between (1)  R&B  Falcon
Corporation,   a  Delaware  corporation  ("Manager"),   (2)   RBF
Exploration  Co., a Nevada corporation ("RBFE"), (3) BTM  Capital
Corporation, a Delaware corporation (together with its successors
and assigns, "BTM"), and (4) R&B Falcon Deepwater (UK) Limited, a
limited  liability  company incorporated  in  England  and  Wales
("Deepwater").

(A)   WHEREAS,  under  that  certain  Offshore  Daywork  Drilling
Contract  between Shell Deepwater Development Inc.  ("SDDI")  and
RBFE  dated effective August 12, 1998 (as amended or modified  to
date  as  permitted by the Trust Indenture, hereinafter  defined,
the  "Original SDDI Contract"), SDDI and RBFE agreed  to  certain
terms  and  conditions for RBFE's provision of  certain  drilling
services utilizing a certain semisubmersible drilling rig  (being
the  'Rig'  defined  in  the Original SDDI Contract,  hereinafter
called the "Drilling Rig"); and

(B)   WHEREAS, RBFE and Chase Bank of Texas, National Association
acting  in its capacity as trustee on behalf of the Note  Holders
defined   in  Recital  (C)  following,  and  together  with   its
successors and assigns, the "Indenture Trustee") entered  into  a
certain  Trust Indenture and Security Agreement dated August  12,
1999,  (the  "Original Trust Indenture") which provides  for  and
pursuant  to  which there has been effected, among other  things,
the pledge of certain collateral and the issuance of $200,000,000
Class  A1  Senior Secured Notes and the issuance  of  $50,000,000
Class  A2  Senior  Secured  Notes  (collectively,  the  "Notes"),
subject to the terms and conditions contained therein; and

(C)   WHEREAS,  in  connection with the sale of the  Notes,  RBFE
entered  into certain Note Purchase Agreements dated  August  12,
1999,  as  amended  by  the  First  Amendment  to  Note  Purchase
Agreements  dated  as  of February 1, 2000  (the  "Note  Purchase
Agreements")  with various Note purchasers (together  with  their
successors and assigns as holders of any of the Notes  the  "Note
Holders"); and

(D)   WHEREAS,  in  consideration of the purchase  of  the  Notes
pursuant  to  the  Note  Purchase Agreements,  the  Note  Holders
required that Manager enter into an agreement (the "Original  O&M
Agreement") relating to the operation, maintenance and repair  of
the  Drilling Rig and certain other matters as set forth therein;
and

(E)  WHEREAS, RBFE, the Indenture Trustee and BTM entered into  a
certain  Supplemental Indenture and Amendment dated  February  1,
2000  (the  "First Supplemental Indenture") which  provided  for,
among  other  things,  the consent of the  Note  Holders  to  the
acquisition of the Drilling Rig by BTM; and

(F)   WHEREAS,  the  Drilling Rig is registered under  Panamanian
flag  in  the ownership of BTM, and BTM has granted in favour  of
the  Indenture Trustee a first naval mortgage over  the  Drilling
Rig dated February 2, 2000 (the "First Preferred Ship Mortgage");
and

(G)   WHEREAS, by a hire purchase agreement dated March 20,  2000
(the  "HP  Agreement")  entered into between  BTM  and  Sovereign
Corporate Limited (together with its successors and assigns,  the
"Lessor"),  BTM has agreed to sell and the Lessor has  agreed  to
purchase the Drilling Rig; and

(H)   WHEREAS,  by  a  lease agreement dated June  2,  2000  (the
"Lease")  entered  into  between the Lessor  and  Deepwater,  the
Lessor has agreed to lease to Deepwater, and Deepwater has agreed
to take on lease, the Drilling Rig; and

(I)   WHEREAS,  by  the Transfer Agreement  (as  defined  in  the
Original  Trust Indenture), SDDI, RBFE and Deepwater have  agreed
that  with effect from the Commencement Date (as defined  in  the
Original SDDI Contract) the rights and obligations of RBFE  under
the  Original  SDDI  Contract shall (subject  to  rights  of  the
Indenture  Trustee as assignee of the Original SDDI Contract)  be
assigned and transferred to Deepwater (the Original SDDI Contract
as  so  assigned and transferred and as from time to time amended
or  modified  as  permitted by the Trust  Indenture,  hereinafter
defined, the "SDDI Contract"); and

(J)  WHEREAS, BTM as a condition to the giving of its consent  to
the lease arrangements requires an indemnity from the Manager  in
connection with its continuing ownership and the operation of the
Drilling Rig; and

(K)   WHEREAS,  Deepwater wishes to engage the  services  of  the
Manager in connection with the operation, maintenance and  repair
of  the Drilling Rig as required for the performance by Deepwater
of its obligations as contractor under the SDDI Contract; and

(L)  WHEREAS, RBFE, BTM, the Indenture Trustee and Deepwater have
entered   into  a  certain  Second  Supplemental  Indenture   and
Amendment  dated  as  of June 2, 2000 (the  "Second  Supplemental
Indenture")  (the Original Trust Indenture, as  modified  by  the
First and Second Supplemental Indentures and as from time to time
hereafter amended or modified, the "Trust Indenture"); and

(M)  WHEREAS, Manager by virtue of its indirect ownership of RBFE
and  Deepwater  reasonably  expects to benefit  from  Deepwater's
performance  of its obligations under the SDDI Contract  and  the
maintenance of the Drilling Rig and BTM's continuing ownership of
the  Drilling  Rig and RBFE, as obligor in respect of  the  Notes
secured  by  Deepwater, is interested in ensuring that  Deepwater
operates the Drilling Rig and procures its management on suitable
terms;

NOW, THEREFORE, in consideration of the premises set forth herein
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties  hereto
covenant and agree as follows:

                     ARTICLE 1 - DEFINITIONS

      Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings assigned to such  terms
in  the  Trust  Indenture.  The following terms  shall  have  the
respective meanings:

      "Deed of Priorities" - means an agreement entered or to  be
entered  into  between (among others) the Indenture Trustee,  the
Lessor, the Manager, RBFE, Deepwater and BTM.

      "Effective Date" - means the effective date of the transfer
by  RBFE to Deepwater of RBFE's rights and obligations under  the
Original  SDDI  Contract pursuant to the SDDI  Contract  Transfer
Agreement.

       "Prudent  Engineering  and  Operating  Practices"  --  The
practices  generally  prevailing in  the  offshore  oil  and  gas
drilling  industry but, at a particular time, in the exercise  of
reasonable  judgment in light of the facts known or  that  should
have  been known to the Manager at the time a decision was  made,
could  have been expected to accomplish the desired result  at  a
reasonable  cost  in a manner consistent with  law,  reliability,
safety,   security,  environmental  protection  and   expedition.
Prudent Engineering and Operating Practices include, but are  not
limited to, insuring that:

     (a)   adequate materials, resources, supplies and  fuel  are
     available to meet Deepwater's performance requirements under
     the SDDI Contract,

     (b)   sufficient operating personnel are available  and  are
     adequately  experienced and trained to operate the  Drilling
     Rig properly and efficiently to meet Deepwater's performance
     requirements  under the SDDI Contract and are  knowledgeable
     about   responding   to  normal,  abnormal   and   emergency
     conditions,

     (c)   preventive,  routine and non-routine  maintenance  and
     repairs  are performed on a basis that will enable Deepwater
     to  meet Deepwater's performance requirements under the SDDI
     Contract  and that (i) promotes reliable long-term and  safe
     operation  of  the  Drilling  Rig,  (ii)  are  performed  by
     knowledgeable,  trained and experienced personnel  utilizing
     proper  equipment and tools, and (iii) meets or exceeds  any
     requirements and recommendations set forth in all applicable
     equipment manuals,

     (d)   appropriate  monitoring and testing  is  done  (i)  to
     determine  equipment  is functioning as  designed,  (ii)  to
     provide  reasonable assurance that equipment  will  function
     properly  under  normal, abnormal and emergency  conditions,
     and   (iii)   to   meet  or  exceed  any  requirements   and
     recommendations set forth in applicable equipment  operating
     manuals,

     (e)   the Drilling Rig is not operated in a reckless  manner
     or   without  regard  to  applicable  limitation   such   as
     temperature, sea condition, control system limits and  other
     applicable operating limitations,

     (f)   the  Drilling Rig is operated in such a manner  as  to
     maximize revenues produced without materially decreasing the
     Drilling  Rig's useful life (normal wear and tear  excepted)
     or  increasing  the scheduled maintenance  of  the  Drilling
     Rig's components, and

     (g)  the Drilling Rig and each of its components is operated
     and   maintained   in   accordance   with   all   applicable
     manufacturer's recommendations and in such manner  that  all
     applicable warranties shall remain in full force and effect.

      "Second  Preferred Ship Mortgage" - means a second priority
naval mortgage over the Drilling Rig granted or to be granted  by
BTM  in  favour of the Lessor as security for the obligations  of
Deepwater under the Lease and of BTM under the HP Agreement.

     "Services" - has the meaning set out in Article II hereof.

                      ARTICLE II - SERVICES

      SECTION 2.1    Services.  Manager undertakes and agrees for
the  benefit  of  each  of the other parties  and  the  Indenture
Trustee (for itself and on behalf of the Note Holders) on  behalf
of  Deepwater  to operate, maintain, repair and  take  all  other
actions  of a prudent manager, owner or operator of the  Drilling
Rig  including,  without  limitation,  the  following  (all  such
obligations are herein called the "Services"):

     (a)  to  perform  or  cause  to be performed  on  behalf  of
          Deepwater   any   and  all  of  the   obligations   and
          responsibilities of every nature whatsoever,  expressed
          or implied, to be performed by Deepwater under the SDDI
          Contract   and  under  all  documents  and  instruments
          executed  and  to  be  executed pursuant  to  the  SDDI
          Contract  as and when required to be made or  performed
          under  the  SDDI Contract, including, without  limiting
          the  generality  of  the  foregoing,  with  respect  to
          equipping,   mobilizing,   demobilizing,   maintaining,
          insuring,   repairing,  providing  crew  and   drilling
          services,  invoicing  SDDI  in  a  timely  manner   and
          performing  of all indemnities and in all  respects  in
          accordance  with  the terms of the  SDDI  Contract  and
          Prudent Engineering and Operating Practices;

     (b)  to  advise  Deepwater  and the Indenture  Trustee  with
          respect  to  any  proposed amendment,  modification  or
          change in the SDDI Contract;

     (c)  to  maintain the Drilling Rig and all equipment used in
          connection therewith in good running order, repair  and
          first  class condition and in compliance with the  SDDI
          Contract and all Governmental Requirements and with the
          class  designation  as specified in the  definition  of
          Operational   Period  Conditions  Precedent   and,   in
          connection  therewith, present  any  and  all  warranty
          claims with respect to the Drilling Rig and to keep the
          Drilling  Rig at all time registered as a vessel  under
          the  laws  of  the  Republic of  Panama  and  otherwise
          operate  or  cause to be operated the Drilling  Rig  in
          accordance   with   the  SDDI  Contract   and   Prudent
          Engineering and Operating Practices and otherwise in  a
          careful and efficient manner and in compliance with all
          Governmental    Requirements,    including,     without
          limitation, operating the Drilling Rig in such a manner
          and  in  compliance with all Governmental  Requirements
          such  that SDDI shall have no right under Section  10.3
          of  the  SDDI  Contract or otherwise  to  withhold  any
          federal,  state  or local income or  other  taxes  from
          payments   due  under  the  SDDI  Contract,   provided,
          however,  to  the  extent SDDI does withhold  any  such
          payments,  the Manager shall promptly pay Deepwater  an
          amount equal to such withheld payments, on an after-tax
          basis;

     (d)  subject  to  the requirements and restrictions  of  the
          Trust Indenture, the First Preferred Ship Mortgage, the
          Lease,  the  Second  Preferred Ship  Mortgage  and  the
          Assignment  of  Drilling Contract, to  take  all  other
          actions  with respect to the Drilling Rig or  the  SDDI
          Contract  as the Manager shall deem to be in  the  best
          interest of Deepwater;

     (e)  to   negotiate   and  enter  into  all  contracts   and
          arrangements to provide services necessary  to  perform
          Deepwater's obligations under the SDDI Contract on such
          terms and conditions as are customary and reasonable in
          light  of  local  standards and practices  and  Prudent
          Engineering and Operating Practices;

     (f)  to  obtain  and maintain in full force and  effect  all
          necessary  licenses, permits, authorizations and  other
          rights  required under all applicable laws,  rules  and
          regulations   from  all  Governmental  Authorities   in
          connection  with  the ownership and  operation  of  the
          Drilling   Rig  pursuant  to  the  SDDI   Contract   or
          otherwise;

     (g)  to  maintain all books and records with respect to  the
          operation  and  maintenance of  the  Drilling  Rig  and
          performance of the SDDI Contract;

     (h)  to  cause  the surveys and inspections referred  to  in
          Annex  D  of the Trust Indenture to be timely conducted
          and  satisfactorily  passed  with  the  five  (5)  year
          surveys  and inspections conducted and passed prior  to
          the Maturity Date;

     (i)  in the event of any damage to the Drilling Rig from any
          casualty  having a repair cost in excess of  $1,000,000
          to  give  prompt written notice thereof  to  Deepwater,
          RBFE, BTM and the Indenture Trustee, which notice shall
          set forth in reasonable detail the nature and extent of
          the damage, an estimate of the costs and repairs and an
          estimate of the length of time necessary to repair such
          damage.   Such  notice  shall also  state  whether  the
          Manager considers such damage to constitute an Event of
          Loss,   which   statement  shall   not,   however,   be
          determinative.   With respect to any  casualty  damage,
          regardless of whether insurance proceeds are available,
          the  Manager shall promptly and diligently  repair  the
          Drilling  Rig or cause the Drilling Rig to be  repaired
          to  the same condition as it was before such damage and
          in compliance with the foregoing requirements, free and
          clear of all liens and encumbrances;

     (j)  to  enforce  all  obligations of SDDI  under  the  SDDI
          Contract;

     (k)  to  maintain all insurance on the Drilling Rig  at  all
          times in accordance with the requirements set forth  in
          the  Trust Indenture and the Lease, including  but  not
          limited  to maintaining appropriate levels of insurance
          to comply with the Oil Pollution Act of 1990;

     (l)  to  provide all personnel required in order to  perform
          Deepwater's obligations under the SDDI Contract ,  such
          personnel  to  have  the  qualifications  necessary  to
          comply  with  Deepwater's obligations  under  the  SDDI
          Contract  and any qualifications imposed by  applicable
          laws, rules and regulations;

     (m)  to  provide such administrative, engineering and  other
          technical  support services as may be needed including,
          without limitation, accounting, data processing, legal,
          tax,   project   management,  contract  administration,
          transportation,  communications,  payroll,  purchasing,
          shipping and personnel administration services;

     (n)  to  furnish  Deepwater,  RBFE, BTM  and  the  Indenture
          Trustee,  as soon as possible, and in any event  within
          two  (2) business days after receipt, any notice of any
          claim, default, violation (actual or threatened) of any
          applicable  laws, rules and regulations,  of  the  SDDI
          Contract, or any threatened or pending litigation  with
          respect  to  or  which could cause a  Material  Adverse
          Effect on Deepwater, RBFE, the Drilling Rig or the SDDI
          Contract, together with a written summary setting forth
          the details of such notice, if any, and the action that
          is  proposed  to be taken by the Manager  with  respect
          thereto;

     (o)  to   operate  the  Drilling  Rig  in  compliance   with
          Environmental Laws, and to establish and implement such
          procedures   as   may   be  reasonably   necessary   to
          continuously  determine  and  assure  that:   (i)   all
          property  of  Deepwater  and  BTM  including,   without
          limitation, the Drilling Rig, the operations  conducted
          thereon  and  other  activities  of  Deepwater  are  in
          compliance with and do not violate the requirements  of
          any   Environmental  Laws,  (ii)  no   oil,   hazardous
          substances  or solid wastes are disposed of, discharged
          or  are  otherwise released except in  compliance  with
          Environmental  Laws, (iii) no hazardous substance  will
          be  released  in a quantity equal to or exceeding  that
          quantity  which requires reporting pursuant to  Section
          103 of the CERCLA, and (iv) no oil, oil exploration and
          production  wastes or hazardous substance is discharged
          or  released  so as to pose an eminent and  substantial
          endangerment  to  public  health  or  welfare  or   the
          environment  which  will result in damages  recoverable
          under OPA;

     (p)  to  develop and  implement an occupational safety  plan
          and  a  spill plan and submit such plans to  Deepwater,
          BTM and the Indenture Trustee;

     (q)  so  long  as the Trust Indenture is in full  force  and
          effect  to keep the Drilling Rig at all times in United
          States territorial waters in the Gulf of Mexico  or  in
          the  Gulf  of  Mexico on or above the outer Continental
          Shelf of the United States; provided, however, if  SDDI
          requires  the Drilling Rig to change location  pursuant
          to  the SDDI Contract, the Drilling Rig may, subject to
          giving  BTM  reasonable prior notice  of  the  relevant
          change  of location, be moved to such location as  SDDI
          so requires; and

     (r)  to   maintain   and  provide  evidence   of   financial
          responsibility to satisfy the requirements of  the  Oil
          Pollution Act 1990.

     SECTION 2.2    Obligations Absolute.  The obligations of the
Manager  hereunder  including, without  limitation,  the  payment
obligations in Section 6.2(b) are absolute and unconditional  and
are  performable  and  payable  without  set-off,  deduction   or
defense, and without abatement, suspension, deferment, diminution
or   reduction,  free  from  charges,  assessments,  impositions,
expenses or deductions of any and every kind or nature whatsoever
including, without limitation, (i) any right the Manager may have
against BTM, RBFE, the Lessor, Deepwater, SDDI or any other party
hereunder or pursuant to the SDDI Contract or otherwise; (ii) any
breach,  default or misrepresentation by BTM, RBFE,  the  Lessor,
Deepwater  or SDDI pursuant to this Agreement, the SDDI  Contract
or  otherwise;  or  (iii) any invalidity or  unenforceability  in
whole  or in part of this Agreement or the SDDI Contract  or  any
other  document  or  instrument relating thereto,  or  any  other
infirmity  therein  or lack of power or authority  of  any  party
thereto (provided however that any monetary damage recoveries for
claims  made  hereunder  by  Deepwater,  RBFE,  BTM  and/or   the
Indenture  Trustee  shall  be without  duplication).   Except  as
expressly provided in Article IV below, this Agreement shall  not
terminate  and the Manager shall not have any right to  terminate
this  Agreement  nor  shall the Manager  have  the  right  to  be
released  or  discharged  from  any  obligations  or  liabilities
hereunder  for  any  reason, including, without  limitation,  any
failure  of  Deepwater to make reimbursement or pay  compensation
pursuant  to Article III below or any action, omission or  breach
on  the  part of BTM, RBFE, the Lessor, Deepwater or  SDDI  under
this  Agreement  or  the  SDDI Contract or  any  other  agreement
between   said  parties;  the  impossibility  or  illegality   of
performance  by  BTM, RBFE, the Lessor, Deepwater  or  SDDI;  any
action  of  any  court,  administrative  agency  or  governmental
authority;  or any other cause, whether similar or dissimilar  to
the foregoing, any present or future law notwithstanding, and the
Manager    will    remain   obligated   under   this    Agreement
notwithstanding   any  bankruptcy,  insolvency,   reorganization,
liquidation, dissolution or other proceeding affecting  BTM,  the
Lessor, Deepwater or RBFE.

                   ARTICLE III - COMPENSATION

     SECTION 3.1    Reimbursements.

      All  direct expenses incurred by the Manager in performance
of  the  Services  herein will be reimbursed to  the  Manager  by
Deepwater.  The Manager will provide Deepwater with invoices  and
documentation  in  sufficient  detail  to  describe  the   direct
expenses  to be reimbursed. Deepwater will reimburse the  Manager
for  such  direct expenses within ten (10) days after receipt  of
the invoice and documentation as aforesaid.

     SECTION 3.2    Manager Fee.  Deepwater shall pay the Manager
a  fixed  amount  of $2,500 per day as a fee for  performing  the
Services under this Agreement.  Such fee shall be payable  in  12
equal monthly payments.

     As provided in Section 2.2 above any failure by Deepwater to
make  a reimbursement called for in Section 3.1 or to pay all  or
any  portion of the Manager Fee under Section 3.2 above shall not
give  rise  to a right of the Manager to terminate this Agreement
or  to  reduce  or suspend the Manager's obligations  to  perform
hereunder,  but  in  such  event  the  Manager's  claim   against
Deepwater  shall be deferred until payment in full of  the  Notes
and  other indebtedness and obligations under the Trust Indenture
and  any  such  claim  is and shall be subordinate  in  right  of
payment  to  payment in full of the Notes and other  indebtedness
and obligations under this Trust Indenture.

                        ARTICLE IV - TERM

      SECTION  4.1    Term.  This Agreement shall take effect  on
the Effective Date and, unless earlier terminated as provided  in
Article VI below, shall remain in full force and effect until the
last  to  occur of (i) termination of the SDDI Contract and  (ii)
payment  in  full  of  the  Notes and termination  of  the  Trust
Indenture.

      SECTION  4.2     Termination  of  Original  O&M  Agreement.
Simultaneously  with  the  taking effect  of  this  Agreement  in
accordance with Section 4.1, the Original O&M Agreement shall  be
and  is  hereby  deemed  to be terminated with  immediate  effect
except that any obligations of indemnity with respect to any fact
or  circumstance in existence, or directly or indirectly  arising
out  of any fact or circumstance in existence, on or prior to the
taking  effect of this Agreement shall (whether or not such  fact
or circumstance was known or knowable) continue unaffected.

ARTICLE V - REPRESENTATION AND WARRANTIES

      The  Manager represents and warrants to Deepwater, BTM  and
RBFE as follows:

     SECTION 5.1    Organization and Power.  The Manager (i) is a
corporation  duly formed, validly existing and in  good  standing
under the laws of the State of Delaware and is duly qualified  as
a  foreign  corporation and in good standing in all jurisdictions
in  which such qualification is required in order for the Manager
to  carry  on  its business as now conducted and as  required  to
fulfill  its  obligations  hereunder;  and  (ii)  has  the   full
corporate  power,  authority and legal  right  to  carry  on  its
business  as  now conducted and to execute, deliver  and  perform
this Agreement.

       SECTION  5.2     No  Violation.   Neither  the  execution,
delivery  or  performance by the Manager of  this  Agreement  nor
compliance  herewith  (i)  conflicts or  will  conflict  with  or
results  or  will  result in a breach of or constitutes  or  will
constitute a default under (A) any law in effect as of  the  date
hereof  binding upon the Manager or the Drilling Rig or  (B)  any
order,  writ,  injunction  or  decree  of  any  court  or   other
governmental  authority binding upon the Manager or the  Drilling
Rig, or (ii) results or will result in the creation or imposition
of  any lien, charge or encumbrance upon its property pursuant to
such agreement or instrument.  Neither the execution, delivery or
performance  by the Manager of this Agreement nor  compliance  by
the  Manager herewith conflicts or will conflict with or  results
or will result in a breach of or constitutes or will constitute a
default under (i) the certificate of incorporation or by-laws  of
the  Manager  or (ii) any agreement or instrument  to  which  the
Manager is a party or by which it is bound.

      SECTION  5.3     Agreement is Legal and  Authorized.   This
Agreement  has  been  duly  authorized  by  the  Manager  by  all
necessary corporate action (including any necessary action by its
shareholders)  and  duly  executed  and  delivered  by  it,  and,
assuming the due authorization, execution and delivery thereof by
the   other  parties  hereto,  is  a  legal,  valid  and  binding
obligation  of  the Manager enforceable against it in  accordance
with  its  terms,  except as certain rights and remedies  as  set
forth herein may be limited by (a) bankruptcy, reorganization and
similar laws of general application relating to or affecting  the
enforcement  of creditors' rights and (b) general  principles  of
equity.

      SECTION 5.4    Consents.  No consent, license, approval  or
authorization of, or filing, registration or declaration with, or
exemption  or  other action by, any Governmental Authority  other
than  those obtained and in full force and effect is required  in
connection with the execution and delivery or performance by  the
Manager of this Agreement.

      SECTION  5.5     Standards  of  Performance.   The  Manager
represents that (a) it has substantial knowledge, experience  and
expertise with respect to the offshore drilling industry and  has
required  expertise covering resources experience, qualifications
and  capabilities in connection with fulfilling  its  obligations
hereunder,  (b) it shall execute its responsibilities under  this
Agreement in a manner that is consistent with Prudent Engineering
and  Operating Practices and is qualified to do so, (c)  it  will
utilize  personnel that are qualified, experienced  and  capable,
and  (d)  it  will correctly install any equipment  or  materials
requiring  installation  in  order  to  fulfill  its  obligations
hereunder.

      SECTION  5.6    Permits.  The Manager represents  that  all
governmental consents, licenses and permits required  for  it  to
perform  the Services have been or will be obtained by it  on  or
before the time required by any applicable laws.

     SECTION 5.7    No Violation of Law.  Neither the Manager nor
any  affiliate  of the Manager is in violation of any  applicable
laws,  statutes,  orders,  rules or  regulations  promulgated  or
judgments   entered   by   any  Governmental   Authority,   which
violations,  individually  or in the aggregate,  would  adversely
affect Manager's ability to perform its obligations hereunder.

      SECTION  5.8     Litigation.  Neither the Manager  nor  any
affiliate of the Manager is a party to or is threatened with  any
legal, administrative, arbitral, investigative, arbitral or other
proceedings  ("Proceedings"), which Proceedings, individually  or
in  the  aggregate,  would materially and  adversely  affect  the
Manager's   ability  to  perform  its  obligations   under   this
Agreement.

                 ARTICLE VI - EVENTS OF DEFAULT

     SECTION 6.1    Events of Default.  The occurrence of any one
or  more  of the following events shall be an "Event of  Default"
hereunder:

      (a)  The Manager shall fail to observe or perform any term,
covenant  or  condition of this Agreement and such failure  shall
either (i) cause a default under the SDDI Contract or (ii) remain
uncured  for  a  period of 30 days after the  earlier  of  actual
knowledge thereof by the Manager or the giving of written  notice
thereof by Deepwater or the Indenture Trustee;

      (b)  any representation or warranty made by the Manager  in
this  Agreement (or in any certificate or instrument executed  in
connection  therewith) shall be untrue, inaccurate or  misleading
in any material respect;

      (c)   The Manager shall generally fail to pay, or admit  in
writing  its inability to pay, its debts as they become  due,  or
shall  voluntarily commence any case or proceeding  or  file  any
petition  under  any bankruptcy, insolvency  or  similar  law  or
seeking  dissolution,  liquidation  or  reorganization   or   the
appointment  of  a  receiver,  agent,  custodian,  liquidator  or
similar  person  for  itself  or a  substantial  portion  of  its
property,  assets  or  business or to  effect  a  plan  or  other
arrangement  with  its  creditors,  or  shall  file  any   answer
admitting  the  jurisdiction  of  the  court  and  the   material
allegations of any involuntary petition filed against it  in  any
bankruptcy, insolvency or similar case or proceeding, or shall be
adjudicated bankrupt, or shall make a general assignment for  the
benefit  of creditors, or shall consent to, or acquiesce  in  the
appointment  of,  a  receiver, agent,  custodian,  liquidator  or
similar  person  for  itself  or a  substantial  portion  of  its
property,  assets or business, or action shall be  taken  by  the
Manager,   for  the  purpose  of  effectuating,  authorizing   or
furthering any of the foregoing;

      (d)   involuntary  proceedings or an  involuntary  petition
shall  be  commenced  or  filed against  the  Manager  under  any
bankruptcy, insolvency or similar law or seeking the dissolution,
liquidation  or reorganization of such person or the  appointment
of a receiver, agent, custodian, liquidator or similar person for
the  Manager or of a substantial part of its property, assets  or
business, or any writ, judgment, warrant of attachment, execution
or   similar  process  shall  be  issued  or  levied  against   a
substantial  part of its property, assets or business,  and  such
proceedings or petition shall not be dismissed or stayed, or such
writ,  judgment,  warrant  of attachment,  execution  or  similar
process shall not be released, vacated or fully bonded, within 60
days after commencement, filing or levy, as the case may be;

      (e)   a "Contractor" default occurs and is continuing under
the  SDDI Contract and the Manager is not diligently pursuing the
cure thereof;

     (f)  the SDDI Contract shall for any reason be terminated or
cease to be in full force and effect; or

      (g)   SDDI, for any reason, becomes entitled to a  material
off-set, deduction or abatement in payment of the Operating  Rate
(as  defined in the SDDI Contract) under and pursuant to the SDDI
Contract.

     SECTION 6.2    Remedies.

      (a)   If  an  Event of Default shall have occurred  and  be
continuing, RBFE, Deepwater and the Indenture Trustee shall  have
all rights and remedies available at law, equity or otherwise.

      (b)  In addition to the remedies provided in Section 6.2(a)
above,  and in furtherance thereof, if an Event of Default  shall
have occurred and be continuing and as a result thereof SDDI  has
discontinued  or  reduced  payments of  the  Operating  Rate  (as
defined  in  the  SDDI Contract) during the  Primary  Period  (as
defined in the SDDI Contract) or has terminated the SDDI Contract
(any  such  discontinuance  or  reduction  or  termination  being
referred  to as an "SDDI Event"), the Indenture Trustee shall  be
entitled  (but  not  obligated) to appoint a new  Manager  and/or
operator  under  and pursuant to Paragraph 2.2.4.1  of  the  SDDI
Contract, and RBFE, Deepwater and the Indenture Trustee shall  be
entitled  to, and the Manager shall pay as liquidated damages  to
the  Indenture  Trustee  for  the account  of  RBFE  within  five
Business Days of demand of the Indenture Trustee, the following:

          (i)  so long as the SDDI Contract is still in force and
     effect   and   the   Operating  Rate  payments   have   been
     discontinued or reduced, the Manager shall pay on each  date
     that  the  Operating Rate is payable pursuant  to  the  SDDI
     Contract  an  amount  equal to the  difference  between  the
     portion  of  each  Operating Rate payment,  if  any,  timely
     received  by  or for the account of Deepwater and  the  full
     amount  of  the Operating Rate payment that would have  been
     due on such date but for such Event of Default; and

           (ii) in the event the SDDI Contract is terminated, the
     Manager  shall pay within five Business Days of  demand,  as
     aforesaid,  the  discounted present value of  the  Operating
     Rate payments which SDDI would have been required to pay for
     the  period from the date of termination to the end  of  the
     Primary Period using a discount rate of 7.35%.

      (c)  The Parties acknowledge and agree that because of  the
unique  nature of the SDDI Contract and the unavailability  of  a
timely  and  practical substitute contract, it  is  difficult  or
impossible to determine with precision the amount of damages that
would  or  might  be  incurred as a  result  of  an  SDDI  Event.
Accordingly, it is understood and agreed by the Parties that  (i)
RBFE  and/or Deepwater and each Note Holder shall be  damaged  by
the  occurrence of an SDDI Event, (ii) it would be  impracticable
or  extremely  difficult  to  fix the  actual  damages  resulting
therefrom,  (iii)  any sums that would be payable  under  Section
6.2(b)  are  in  the  nature  of  liquidated  damages,  and   not
penalties,  and  are fair and reasonable, and (iv)  such  payment
represents  a  reasonable estimate of fair compensation  for  the
losses  that may reasonably be anticipated from such SDDI  Event,
and shall, without duplication, be the sole and exclusive measure
of  damages with respect to the SDDI Event.  In addition  to  the
foregoing, RBFE and/or Deepwater and the Indenture Trustee  shall
be  entitled  to  any  and  all other damages  that  RBFE  and/or
Deepwater, the Indenture Trustee and any Note Holder may  sustain
due to an Event of Default from a cause other than an SDDI Event.

     (d)  If the SDDI Contract is terminated, in addition to, but
not in lieu of, the payment obligation in Section 6.2(b)(ii), the
Manager shall use its best efforts to find alternative employment
for  the  Drilling Rig acceptable to Deepwater and, provided  the
Indenture  Trustee  has  any further  interest  under  the  Trust
Indenture, the Indenture Trustee.  If such employment  is  found,
Deepwater shall pay to the Manager any amounts received by it  as
a  result  of  such  employment (net of any amounts  required  by
Deepwater  to  discharge  as they fall  due  its  liabilities  in
respect of Deepwater Responsibilities) until the earlier to occur
of:

     (i)   an  amount  equal to that paid by the Manager  to  the
     Indenture  Trustee for the account of RBFE and/or  Deepwater
     pursuant  to Section 6.2(b)(ii) above has been paid  to  the
     Manager; or

     (ii) the date on which the Primary Period (as defined in the
     SDDI Contract) would have expired.

      (e)  No failure to exercise and no delay in exercising  any
right,  remedy,  power  or privilege under this  Agreement  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise  of any right, remedy or power or privilege  under  this
Agreement preclude any other or further exercise thereof  or  the
exercise  of  any other right, remedy, power or  privilege.   The
rights,   remedies,  powers  and  privileges  provided  in   this
Agreement  are  cumulative  and  not  exclusive  of  any  rights,
remedies, powers and privileges provided by law.

     (f)  If an Indenture Event of Default or an Event of Default
hereunder   shall  have  occurred  and  be  continuing,   Manager
irrevocably and unconditionally covenants and agrees that Manager
shall, upon demand of the Indenture Trustee, immediately move the
Drilling Rig to such United States port or other location  within
the territorial waters of the United States subject to the in rem
admiralty  jurisdiction of the United States  federal  courts  as
Indenture  Trustee  may  designate in writing  in  its  sole  and
absolute discretion.  Manager is authorized and directed to  move
the  Drilling  Rig  as  aforesaid upon written  notice  from  the
Indenture Trustee, and Manager agrees to so move the Drilling Rig
at  the  direction of the Indenture Trustee, notwithstanding  any
contrary  or  conflicting instructions or advice from  Deepwater,
the  Lessor,  or  any  other Person, and  Manager  shall  not  be
required  to  make  inquiry as to the truth or accuracy  of  such
notice  from the Indenture Trustee or the right of the  Indenture
Trustee  to  act  as  aforesaid and shall have  no  liability  or
obligations to Deepwater in connection therewith.  The rights  of
the  Indenture  Trustee hereunder are conditioned only  upon  its
delivery  of  the  notice aforesaid and may be exercised  by  the
Indenture Trustee either with or without taking possession of the
Drilling  Rig or any other Collateral and either before or  after
taking possession of any such Collateral, and without instituting
any  legal  or foreclosure proceedings whatsoever.  Any  cost  or
expense  incurred  by Manager in connection  with  the  foregoing
shall  be  reimbursed by Deepwater as set forth  in  Section  3.1
hereof,  and  shall in no event be required to  be  paid  by  the
Indenture   Trustee.   The  obligation  of  Manager  under   this
subsection  (f),  to  the maximum extent  permitted  by  law,  is
absolute and unconditional, irrespective of any breach or default
by  Deepwater,  BTM or RBFE hereunder, or any other  Person,  the
insolvency,    bankruptcy,   reorganization,    dissolution    or
liquidation of Deepwater, BTM, RBFE or the Lessor, any change  in
ownership  of  Deepwater, BTM or RBFE or any  other  circumstance
whatsoever which might otherwise constitute a legal or  equitable
discharge  or  defense of Manager with respect to  the  foregoing
obligation to move the Drilling Rig.

      SECTION 6.3    Deepwater's and Indenture Trustee's Right to
Cure  Event  of  Default.   Deepwater or the  Indenture  Trustee,
without  waiving or releasing any obligation owed to  it  or  any
Event of Default may (but shall be under no obligation to) remedy
any  Event of Default for the account of and at the sole cost and
expense  of  the  Manager.  All funds advanced  or  out-of-pocket
costs  and  expenses  incurred in connection  with  such  remedy,
together with interest thereon at the Default Rate from the  date
on  which  such  sums or expenses are paid by  Deepwater  or  the
Indenture  Trustee, shall be paid by the Manager to Deepwater  or
the Indenture Trustee, as appropriate, on demand.

                  ARTICLE VII - INDEMNIFICATION

      SECTION  7.1     The Manager agrees to pay  all  reasonable
expenses of Deepwater, RBFE, BTM, the Indenture Trustee  and  the
Note  Holders  (collectively the "Relevant  Parties")  (including
advice  of external counsel as to the rights and duties  of  each
Relevant  Party  with respect thereto) in the administration  of,
and  in  connection  with the preservation of  rights  under  and
enforcement  of  this  Agreement (including, without  limitation,
travel,  photocopy, mailing, courier, telephone and other similar
expenses  of  each  Relevant Party) and the reasonable  fees  and
disbursements of external counsel and other outside  consultants;
and  promptly  reimburse  each Relevant  Party  for  all  amounts
expended,  advanced  or incurred by any of them  to  satisfy  any
obligation of the Manager hereunder.

      SECTION  7.2     (a)  The Manager agrees to indemnify  each
Relevant  Party,  each Credit Support Party  and  each  of  their
Affiliates  and  each  of their officers,  directors,  employees,
representatives,  agents,  attorneys,  accountants  and   experts
("Indemnified Parties") from, hold each of them harmless  against
and  promptly upon demand pay or reimburse each of them for,  all
Indemnity Matters which may be incurred by or asserted against or
involve  any of them (whether or not any of them is designated  a
party thereto) to the extent as a result of, arising out of or in
any  way related to (a) the condition, use, ownership, operation,
maintenance, repair and management of the Drilling Rig including,
without  limitation, Indemnity matters based in whole or in  part
on  strict  or  absolute  tort liability,  (b)  relating  to  the
Drilling  Rig  and the appurtenances thereto, the performance  of
the  SDDI Contract and the use and occupancy of the Drilling  Rig
by  Manager  or anyone claiming by, through or under Manager  and
including,  without limitation, by SDDI, (c) the failure  of  the
Lessee  to comply with the provisions of Section 4.02(e)  of  the
Second Supplemental Indenture or (d) arising or alleged to  arise
from or in connection with any of the following events:  (i)  any
injury  to, or the death of, any person or any damage to or  loss
of  property on or adjacent to the Drilling Rig or growing out of
or  directly or indirectly connected with, or alleged to grow out
of  or  be  directly or indirectly connected with, the ownership,
use,   nonuse,   occupancy,  operation,  possession,   condition,
construction,  repair  or  rebuilding of  the  Drilling  Rig,  or
alleged  to result, from the condition of any thereof;  (ii)  any
claims  by  third  parties  to  the  extent  resulting  from  any
violation or alleged violation by Manager of (A) any provision of
this Agreement, or (B) any law, rule or regulations affecting the
Drilling  Rig,  or  (C) any charter, contract  (other  than  this
Agreement) or other agreement relating to the Drilling Rig as  of
the  date  hereof or hereafter in effect to which  Manager  is  a
party  or  by  which  Manager is bound, or (D)  any  contract  or
agreement  to which Manager is a party, or any restriction,  law,
rule  or regulation, affecting the Drilling Rig or the ownership,
use,   nonuse,   occupancy,  condition,  operation,   possession,
construction, repair or rebuilding thereof; (iii) any contest  by
Manager permitted by section 7.6; (iv) Manager's failure  to  pay
in  accordance  with  the terms and provisions  hereof  any  sums
payable by Manager hereunder or under any other document to which
Manager is a party or (v) which may be imposed upon, incurred  by
or  asserted against any Indemnified Party in any way relating to
or arising out of this Agreement or the enforcement of any of the
terms  hereof  and  thereof (other than by  Manager),  including,
without  limitation,  the reasonable fees  and  disbursements  of
external  counsel and all other expenses incurred in  connec-tion
with  investigating, defending or preparing to  defend  any  such
action,   suit,   proceeding   (including   any   investigations,
litigation  or  inquiries) or claim and including  all  Indemnity
Matters  arising  by  reason of the ordinary  negligence  of  any
Indemnified  Party, but excluding all Indemnity  Matters  arising
solely  by reason of claims between the Note Holders or any  Note
Holder and a Note Holder's shareholder or by reason of the  gross
negligence  or  willful misconduct on the part  of  the  relevant
Indemnified Party.

           (b)  (i)The  Manager represents and warrants  to  each
Indemnified  Party (and for so long as any amount in  respect  of
any Note remains unpaid or any other obligation under the Project
Documents  to  any  Indemnified  Party  has  not  been  paid  and
satisfied  in full shall be deemed to continuously represent  and
warrant  to  each  Indemnified Party): that  (I)  the  execution,
delivery,  performance  and enforcement of  this  Agreement,  the
Second  Supplemental Indenture, the Deed of  Proceeds  and  other
documents referred to herein or therein will not: (i) subject any
Indemnified Party to any Tax imposed by the United Kingdom or any
governmental or taxing authority thereof or therein; (ii) require
that  any Indemnified Party qualify, or otherwise become  subject
to  regulation, under any law, rule, regulation or decree of  the
United  Kingdom or any governmental authority thereof or  therein
and  (II) this Agreement, the Second Supplemental Indenture,  the
Deed  of  Proceeds and the other documents referred to herein  or
therein  are  in proper form for the enforcement thereof  in  the
United  Kingdom  and that in order to enforce  the  same  in  the
United  Kingdom  it  is not necessary that any  Tax  be  paid  or
registration or other formality complied with.  "Tax" shall  mean
any  and  all fees (including, without limitation, documentation,
license   and  registration  fees),  taxes  (including,   without
limitation,  income,  gross income, gross receipts,  net  income,
leasing,  excise, fuel, excess profits, sales, use, value  added,
property,  personal and real, tangible and intangible, and  stamp
taxes),   levies,  imposts,  duties,  charges,  assessments,   or
withholdings of any nature whatsoever, now existing or  hereafter
created  or  adopted, imposed by any foreign, Federal,  state  or
local governmental or taxing authority, together with any and all
penalties, fines, additions to tax and interest thereon.

           (ii) The Manager agrees to indemnify and hold harmless
each  Indemnified Party from and against any and all loss,  cost,
liability  and  expense, suffered or incurred or claimed  against
any  of  them, and which directly or indirectly arise out of,  or
relate to, or are alleged to directly or indirectly arise out  of
or  relate to, the inaccuracy in any respect as at any time  made
or  deemed made of the representation made pursuant to Subsection
(b)(i)  above, whether or not such inaccuracy was  known  to,  or
knowable  by, or within or without the control of the Manager  to
remedy  or  affect  in  any  way;  provided,  however,  that   no
indemnification against loss, cost, liability or expense paid  by
the  Manager  shall include any amount of principal  or  interest
payable  to  the holder of any Note but shall only represent  the
amount  lost by an Indemnified Party or the expenses  related  to
such  loss  arising out of the breach of the representations  and
warranties contained in Section 7.2(b)(i) above.

      SECTION  7.3     The Manager agrees to indemnify  and  hold
harmless  from  time  to  time each Indemnified  Party  from  and
against  any  and  all  losses, claims,  cost  recovery  actions,
administrative orders or proceedings, damages and liabilities  to
which   any  such  Person  may  become  subject  (i)  under   any
Environmental Law applicable to the Manager, Deepwater or BTM  or
the  operation of the Drilling Rig, including without limitation,
the  treatment  or disposal of hazardous substances,  (ii)  as  a
result  of  the  breach or non-compliance by the Manager  or  the
operation  of  the  Drilling  Rig  with  any  Environmental   Law
applicable  to the Manager, Deepwater or BTM or the operation  of
the  Drilling  Rig,  (iii)  due to any  past  ownership  or  past
activity  on  any  Properties  which,  though  lawful  and  fully
permissible at the time, could result in present liability,  (iv)
the  presence,  use, release, storage, treatment or  disposal  of
hazardous substances on or with respect to the Drilling  Rig,  or
(v)  any  other  environmental, health  or  safety  condition  in
connection  with  the ownership, use, operation,  maintenance  or
repair of the Drilling Rig, provided, however, no indemnity shall
be afforded under this section in respect of any Property for any
occurrence  arising  solely from the acts  or  omissions  of  the
Indenture  Trustee or, any Note Holder or BTM during  the  period
after  which  such Person, its successors or assigns  shall  have
obtained  actual possession of such Property to the exclusion  of
Deepwater and Manager (whether by foreclosure or deed in lieu  of
foreclosure, as mortgagee-in-possession or otherwise) except such
acts or omissions of the Indenture Trustee or, any Note Holder or
BTM relating in any way to, or arising directly or indirectly out
of  or resulting directly or indirectly from any circumstance  or
condition  in  existence prior to such actual possession  by  the
Indenture  Trustee, any Note Holder or BTM, whether or not  known
to,  or  knowable  or discoverable by, any party  prior  to  such
possession or from the failure by the Manager to perform  any  of
its  obligations hereunder or by Deepwater to perform any of  its
obligations under the SDDI Contract.

      SECTION 7.4    The obligations and indemnities contained in
this  Article  VII  shall  continue  in  full  force  and  effect
notwithstanding  the  delivery  and  acceptance   of   the   Rig,
expiration  or  earlier  termination of this  Agreement  and  the
payment  and  satisfaction  of the Notes  and  other  obligations
secured  by  the  Indenture.  In any and all claims  against  any
Indemnified Party by any employee of the Manager, any contractor,
any  subcontractor, anyone directly or indirectly employed by any
of  them or anyone for whose acts any of them may be liable,  the
indemnification obligation under this Article VII  shall  not  be
limited  in  any way by any limitation on the amount or  type  of
damages,  compensation or benefits payable by or for the  Manager
or any subcontractor under workers' compensation acts, disability
benefit acts or other employee benefit acts.

      SECTION  7.5    The indemnities provided by the Manager  in
this Article VII shall be made from time to time on demand of any
Indemnified Party and shall be made in each case on a fully After-
Tax  Basis.   "After-Tax Basis" shall mean, with respect  to  any
payment  received  or  accrued by any Person,  supplementing  the
amount  of such payment by a further payment or payments so  that
the  sum  of  all  such payments after deduction (to  the  extent
permitted by law) of all Taxes payable by such Person imposed  by
any  Federal,  state  or  local or foreign  taxing  authority  in
respect of the receipt or accrual of such payment, shall be equal
to the payment due to such Person.

      SECTION  7.6     So long as no Indenture Event  of  Default
shall  have occurred and be continuing, no Indemnified Party  may
settle  any  claim to be indemnified without the consent  of  the
Manager,  such consent not to be unreasonably withheld; provided,
that  the  Manager  may not reasonably withhold  consent  to  any
settlement  that an Indemnified Party proposes,  if  the  Manager
does  not  have the financial ability to pay all its  obligations
outstanding  and  asserted  against the  Manager  at  that  time,
including  the  maximum potential claims against the  Indemnified
Party to be indemnified pursuant to this Article VII.

     SECTION 7.7    In the case of any indemnification hereunder,
an  Indemnified  Party shall give notice to the  Manager  of  any
claim  or  demand being made against it; provided, however,  that
the  failure  to give such notice shall not release  the  Manager
from any of its obligations, except to the extent that failure to
give  notice  of  any  action, suit or  proceeding  against  such
Indemnified  Party shall have a material adverse  affect  on  the
Manager's  ability to contest such claim or demand.   Subject  to
the  provisions of the following paragraph, the Manager shall  at
its  sole  cost  and  expense be entitled to control,  and  shall
assume  full  responsibility for, the defense of  such  claim  or
liability;  provided that the Manager shall keep the  Indemnified
Party  which is the subject of such proceeding fully apprised  of
the  status of such proceeding and shall provide such Indemnified
Party  with  all information with respect to such  proceeding  as
such Indemnified Person shall reasonably request.

      Notwithstanding any of the foregoing to the  contrary,  the
Manager   shall   not   be  entitled  to   control   and   assume
responsibility for the defense of such claim or liability if  (i)
an  Event of Default shall have occurred and be continuing  under
this  Agreement,  (ii) an Indenture Event of Default  shall  have
occurred  and  be continuing, (iii) such proceeding will  involve
any danger of the sale, forfeiture or loss of, or the creation of
any  Lien  (other  than  an Excepted Lien  or  a  Lien  which  is
adequately bonded to the satisfaction of such Indemnified  Party)
on,  the Trust Estate or any part thereof, (iv) in the good faith
opinion  of  such Indemnified Party, there exists  an  actual  or
potential conflict of interest such that it is advisable for such
Indemnified  Person to retain control of such proceeding  or  (v)
such  claim  or  liability involves the possibility  of  criminal
sanctions  or  liability  to  such  Indemnified  Party.   In  the
circumstances  described in clauses (i) -  (v),  the  Indemnified
Party shall be entitled to control and assume responsibility  for
the  defense  of  such claim or liability at the expense  of  the
Manager.   In addition, any Indemnified Party may participate  in
any  proceeding controlled by the Manager, at its own expense  in
respect of any such proceeding as to which the Manager shall have
acknowledged   in  writing  its  obligation  to   indemnify   the
Indemnified Party, and at the expense of the Manager  in  respect
of  any such proceeding as to which the Manager shall not have so
acknowledged  its  obligation  to  the  Indemnified  Party.   The
Manager  may in any event participate in all such proceedings  at
its  own  cost.   Nothing contained herein  shall  be  deemed  to
require an Indemnified Party to contest any claim or demand or to
assume  responsibility for or control of any judicial  proceeding
with respect thereto.

     SECTION 7.7    The foregoing indemnities shall extend to the
Indemnified  Parties  notwithstanding  the  sole  or   concurrent
negligence of every kind or character whatsoever, whether  active
or passive, whether an affirma-tive act or an omission, including
without limitation, all types of negligent conduct identified  in
the  restatement  (second)  of  torts  of  one  or  more  of  the
Indemnified  Parties  or  by reason of strict  liability  imposed
without fault on any one or more of the Indemnified Parties.   To
the  extent that an Indemnified Party is found to have  committed
an   act   of  gross  negligence  or  willful  misconduct,   this
contractual obligation of indemnification, as to such Indemnified
Party, shall continue but shall only extend to the portion of the
claim  that is deemed to have occurred by reason of events  other
than   the  gross  negligence  or  willful  misconduct   of   the
Indemnified Party.

      SECTION 7.8    The Manager shall pay any amounts due  under
this  Article VII within thirty (30) days of the receipt  by  the
Manager of notice of the amount due.



                  ARTICLE VIII - MISCELLANEOUS

      SECTION 8.1    Notices.  All notices, consents, directions,
approvals,    instructions,   requests,   demands    and    other
communications required or permitted by the terms  hereof  to  be
given  to  any person shall be given in writing in and  any  such
notice  shall  be deemed given (i) when personally delivered,  or
(ii)  three  days after the date deposited in the  United  States
mails,  with  proper postage prepaid, for first  class  certified
mail,  return receipt requested, or (iii) when signed for by  the
recipient,  if  delivered by overnight courier  or  express  mail
service, addressed as follows:


     if to RBFE:

     RBF Exploration Co.
     901 Threadneedle
     Houston, Texas  77079

     if to Deepwater:
     R&B Falcon Deepwater (UK) Limited
     Suite E, Stoneywood Office Complex
     Stoneywood Park North
     Dyce,
     Aberdeen AB21 7EA
     Scotland

     if to Manager:

     R & B Falcon Corporation
     901 Threadneedle
     Houston, Texas  77079

     if to the Indenture Trustee:

     Chase Bank of Texas, National Association
     1150 Chase Tower
     600 Travis Street
     Houston, TX 77002

or  at  such other address as any party hereto may from  time  to
time  designate  by  notice duly given  in  accordance  with  the
provisions of this Section 8.1 to the other party.

      SECTION 8.2    Successors and Assigns.  The Manager may not
make  an  assignment or other transfer of this Agreement  or  any
interest  herein by operation of law or otherwise unless  it  has
obtained the prior written consent of the Indenture Trustee, BTM,
RBFE  and  Deepwater to such assignment or other transfer,  which
consent  may  be  withheld,  conditioned  or  delayed.   Each  of
Deepwater, BTM and RBFE may assign its rights and benefits  under
this  Agreement, with the prior written consent of the  Indenture
Trustee,  to  any successor or to any transferee of the  Drilling
Rig,  the Indenture Trustee, any Note Holder or the Surety.   The
Indenture  Trustee may assign its right and benefits  under  this
Agreement to any successor or to any Note Holder or the Surety.

      SECTION  8.3    No Waiver; Amendments.  No failure  on  the
part  of Deepwater, BTM, RBFE or the Indenture Trustee or any  of
their  respective  agents to exercise, and no course  of  dealing
with respect to, and no delay in exercising, any right, power, or
remedy hereunder shall operate as a waiver thereof; nor shall any
single  or  partial  exercise by Deepwater,  BTM,  RBFE,  or  the
Indenture Trustee or any of their respective agents of any right,
power, or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power, or remedy.  No
amendment  of this Agreement shall be effective unless  the  same
shall be in writing and signed by each party hereto and consented
to  in  writing  by  the Indenture Trustee.   No  waiver  of  any
provision  of this Agreement shall be effective unless signed  by
each party having the benefit of such provision and the Indenture
Trustee.

      SECTION  8.4     Governing Law; Submission to Jurisdiction;
Etc.

      (a)   This  Agreement (including, but not limited  to,  the
validity and enforceability hereof and thereof) shall be governed
by,  and  construed in accordance with, the laws of the state  of
New  York,  other than conflict of laws rules thereof that  would
require the application of the laws of a jurisdiction other  than
such state.

      (b)   Any legal action or proceeding with respect  to  this
Agreement may be brought in the courts of the State of  New  York
in  New  York County or of the United States of America  for  the
Southern District of New York, and, by execution and delivery  of
this Agreement, each party hereby accepts for itself and (to  the
extent  permitted  by law) in respect of its Property,  generally
and  unconditionally, the jurisdiction of the  aforesaid  courts.
Each  party  hereby irrevocably waives any objection,  including,
without limitation, any objection to the laying of venue or based
on  the  grounds of forum non conveniens, which  it  may  now  or
hereafter  have to the bringing of any such action or  proceeding
in   such   respective   jurisdictions.    This   submission   to
jurisdiction  is non-exclusive and does not preclude  any  Person
from  obtaining  jurisdiction over other  parties  in  any  court
otherwise having jurisdiction.

     (c)  Each party other then BTM hereby irrevocably designates
Capitol  Services, Inc. located at 401 Colvin Street, Suite  200,
Albany,  New York 12206, as its designee, appointee and agent  to
receive,  for  and  on its behalf, service  of  process  in  such
jurisdiction  in any legal action or proceeding with  respect  to
this  Agreement.  It is under-stood that a copy of  such  process
served  on  such  agent will be promptly forwarded  by  overnight
courier  to each relevant party at its address set forth  herein,
but  the failure of to receive such copy shall not affect in  any
way  the service of such process.  Each party further irrevocably
consents  to  the service of process of any of the aforementioned
courts  in any such action or proceeding by the mailing of copies
thereof  by  registered or certified mail,  postage  prepaid,  to
Noble  US  at its said address, such service to become  effective
thirty (30) days after such mailing.

      (d)   Nothing  herein shall affect the right of  Deepwater,
RBFE,  BTM or the Indenture Trustee, any Note Holder or any other
Person  to serve process in any other manner permitted by law  or
to  commence  legal proceedings or otherwise proceed against  the
Manager in any other jurisdiction.

      (e)   Each party hereby (i) irrevocably and unconditionally
waives, to the fullest extent permitted by law, trial by jury  in
any legal action or proceeding relating to this Agreement and for
any counterclaim therein; (ii) irrevocably waives, to the maximum
extent  not prohibited by law, any right it may have to claim  or
recover  in any such litigation any special, exemplary,  punitive
or  consequential damages, or damages other than, or in  addition
to,  actual damages; (iii) certifies that no party hereto nor any
representative  or  agent of counsel for  any  party  hereto  has
represented, expressly or otherwise, or implied that  such  party
would  not,  in  the  event of litigation, seek  to  enforce  the
foregoing waivers, and (iv) acknowledges that it has been induced
to  enter  into this Agreement, and the transactions contemplated
hereby  and  thereby  by,  among other things,  the  waivers  and
certifications contained in this section.

      SECTION  8.5     Third Party Beneficiaries.  The  Indenture
Trustee, each of the Note Holders under the Trust Indenture,  and
each  Credit Support Party is an intended third party beneficiary
of  this Agreement.  The Indenture Trustee shall have the  right,
but not the obligation, in its sole judgment and discretion, from
time to time, but subject to the terms of this Agreement, to make
demand for performance and to proceed against the Manager for the
performance  of  any  of  its obligations  hereunder,  and/or  to
proceed  from  time  to time against RBFE or  Deepwater  for  the
performance of any such obligations, as the Indenture Trustee, in
its   sole  discretion,  may  determine.   Should  there  be  any
conflicting  direction  or demand under  this  Agreement  between
RBFE, BTM, Deepwater and the Indenture Trustee, the direction and
demands  of  the  Indenture  Trustee  shall  control  under  this
Agreement so long as the Trust Indenture is in force and effect.

     SECTION 8.6    Counterparts.  This Agreement may be executed
in   any  number  of  separate  counterparts  and  all  of   said
counterparts taken together shall be deemed to constitute one and
the same agreement.

     SECTION  8.7     Severability.    Any   provision  of   this
Agreement   which   is   prohibited  or  unenforceable   in   any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the  extent  of  such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and  any  such
prohibition  or  unenforceability in any jurisdiction  shall  not
invalidate  or render unenforceable such provision in  any  other
jurisdiction.

     SECTION 8.8    Headings and Table of Contents.  The headings
and  table  of  contents  contained in  this  Agreement  are  for
convenience  of reference only and shall not limit  or  otherwise
affect the meaning hereof.

     SECTION  8.9     Non-Petition Covenant.   So  long  as   any
indebtedness or other obligations secured by the Trust  Indenture
are  outstanding, the Manager will not institute,  and  will  not
join  with  others in instituting, any involuntary bankruptcy  or
analogous  proceeding against RBFE, Deepwater or  BTM  under  any
bankruptcy, reorganization, receivership or similar law, domestic
or foreign, as now or hereafter in effect.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be duly executed and delivered by their proper  and
duly  authorized  officers as of the day  and  year  first  above
written (the "Effective Date").


RBF EXPLORATION CO.


By:_________________________
Name:
Title:


R&B FALCON CORPORATION


By:_________________________
Name:
Title:


R&B FALCON DEEPWATER (UK) LIMITED


By:_________________________
Name:
Title:


BTM CAPITAL CORPORATION


By:_________________________
Name:
Title:


</TEXT>
</DOCUMENT>
