Common use of Usury Savings Clause Clause in Contracts

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding If any provision in of this Agreement or of any of the other Loan Documents, the total liability for payments Credit Documents would obligate any Credit Party to make any payment of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums amount payable to any Agent or any Lender in an amount or calculated at a rate which may would be prohibited by law or would result in a receipt by such Agent or Lender of interest at any time a criminal rate (as such terms are construed under the Criminal Code (Canada)) or in excess of the Highest Lawful Rate, then notwithstanding such provisions, such amount or rate shall be deemed to be interest, shall not exceed have been adjusted with retroactive effect to the limit imposed by the usury laws of the jurisdiction governing this Agreement maximum amount or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for any month or other interest payment period exceeds the limit imposed by the usury laws purposes of Section 347 of the jurisdiction governing this AgreementCriminal Code (Canada) or for the purposes of determining the Highest Lawful Rate. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws, and after giving effect to all sums adjustments contemplated in the preceding sentence, if an Agent or Lender shall have received an amount in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction maximum permitted by that section of the outstanding principal balance Criminal Code (Canada) or by application of this Agreement immediately upon receipt of the Highest Lawful Rate, such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to Credit Party shall be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, electentitled, by notice in writing to the Borrowersuch Agent or such Lender, to waiveobtain reimbursement from such Agent or such Lender in an amount equal to such excess and, reducepending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balanceLender to such Credit Party. It is the intention of the parties that the Borrower do not intend Any amount or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may referred to in this Section 10.18 shall be charged under determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable lawLoan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada) or for the purposes of determining the Highest Lawful Rate) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Third Restatement Date to the later of the Revolving Commitment Termination Date or the Term Loan Commitment Termination Date and, in the event of a dispute, a certificate of an actuary appointed by Administrative Agent shall be conclusive for the purposes of such determination absent manifest error.

Usury Savings Clause. Notwithstanding If any provision in of this Agreement or of any of the other Loan Documents, the total liability for payments Credit Documents would obligate a Credit Party to make any payment of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums amount payable to any Agent or any Lender in an amount or calculated at a rate which may at any time would result in a receipt by such Agent or Lender of interest in excess of the Highest Lawful Rate, then notwithstanding such provisions, such amount or rate shall be deemed to be interest, shall not exceed have been adjusted with retroactive effect to the limit imposed by the usury laws of the jurisdiction governing this Agreement maximum amount or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month as the case may be, as would not so result in a receipt by such Agent or other such Lender of interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums at a rate in excess of those lawfully collectible the Highest Lawful Rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.6, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of determining the period in question shallHighest Lawful Rate. Notwithstanding the foregoing, without further agreement or notice by, between, or it is the intention of Lenders and the Credit Parties to conform strictly to any party heretoapplicable usury laws, be applied and after giving effect to all adjustments contemplated in the reduction preceding sentence, if an Agent or Lender shall have received an amount in excess of the outstanding principal balance maximum permitted by application of this Agreement immediately upon receipt of such sums by the LenderHighest Lawful Rate, with the same force and effect as though the Borrower had specifically designated such excess sums to applicable Credit Party shall be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, electentitled, by notice in writing to the Borrowersuch Agent or such Lender, to waiveobtain reimbursement from such Agent or such Lender in an amount equal to such excess and, reducepending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balanceLender to such Credit Party. It is the intention of the parties that the Borrower do not intend Any amount or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may referred to in this Section 10.16 shall be charged under applicable lawdetermined in accordance with GAAP as an effective annual rate of interest over the term that the Loans remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” for the purposes of determining the Highest Lawful Rate) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date and, in the event of a dispute, a certificate of an actuary appointed by the Administrative Agent shall be conclusive for the purposes of such determination absent manifest error.

Usury Savings Clause. Notwithstanding Any provision herein or in any provision in this Agreement other agreement or commitment between the other Loan DocumentsMaker and the Holder, whether written or oral, expressed or implied, to the contrary notwithstanding, the total liability for payments of interest and payments in the nature of interestHolder shall never be entitled to charge, including, without limitation, all charges, fees, exactionsreceive, or other sums which may collect, nor shall amounts received hereunder be credited as interest so that the Holder shall be paid, a sum greater than interest at the maximum nonusurious interest rate, if any, that at any time may be deemed to be interestcontracted for, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interestcharged, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, betweenreceived, or to any party hereto, be applied to collected on the reduction of indebtedness evidenced by this Note under applicable law (the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance"Maximum Rate"). It is the intention of the parties that this Note, and all other instruments executed or delivered in connection herewith, shall comply with applicable law. If the Borrower do not intend Holder ever contracts for, charges, receives, or expect collects, anything of value which is deemed to pay nor does the Lender intend or expect to charge or collect any be interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Note, delay in advancing proceeds of this Note; or other event, should cause such interest to exceed interest at the Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal balance of this Note or any other indebtedness owed to the Holder by the Maker, and if this Note and such other indebtedness is paid in full, any remaining excess shall be paid to the Maker. In determining whether or not the interest hereon exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Note until its payment in full in a manner which will cause the interest rate on this Note not to exceed the Maximum Rate.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan DocumentsNote, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do Company does not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which that may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision It is the intent of the parties hereto in the execution of the Note, this Agreement and all other instruments now or hereafter securing the Note or executed in connection therewith or under any other Loan Documentswritten or oral agreement by Borrower in favor of Lender to contract in strict compliance with applicable usury law. In furtherance thereof, the total liability for payments parties hereto stipulate and agree that none of interest the terms and payments provisions contained in the nature of interestNote, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other instrument securing the Note or executed in connection herewith, or in any other agreement by Borrower in favor of Lender, are in full force and effect until initial disbursement and shall never be construed to create a contract to pay for the use, forbearance or detention of money, interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law; that neither Borrower nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Note or the other indebtedness arising under any instrument securing the Note or executed in connection therewith, or in any other written or oral agreement by Borrower in favor of Lender, shall be liable to pay interest at a rate in excess of the maximum interest that may be lawfully charged under applicable law; and that the provisions of this subsection shall control over all other provisions of the Note, this Agreement and any instruments now or hereafter securing the Note or executed in connection herewith or any other agreements which may be in apparent conflict herewith. If at any time it is determined by a court of competent jurisdiction that interest received by Lender exceeds the applicable maximum lawful rate, Lender shall, at its option, either refund to Borrower the amount of such excess or credit the amount of such excess against the principal balance of the Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest. In the event that Lender shall contract for, charge or receive any amount or amounts and/or any other thing of value which are determined to constitute interest which would increase the total liability effective interest rate on the Note to a rate in excess of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed that permitted to be interestcharged by applicable law, an amount equal to interest in excess of the lawful rate shall, upon such determination, at the option of Lender, be either immediately returned to Borrower or credited against the principal balance of the Note then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Note, this Agreement and any instruments now or hereafter securing the Note or executed in connection herewith, shall, for any reason whatsoeverto the extent permitted by applicable law, result be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in an effective full so that the rate or amount of interest on account of the loan evidenced by the Note does not exceed the maximum legal rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice time in writing effect and applicable to the Borrower, to waive, reduce, or limit loan for so long as the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It loan is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawoutstanding.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-penalty- free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Title: Xxxxxxxxx Xice President Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecopy: (000) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Title: Xxxx Xxxxxxent Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecopy: (000) 597-7556 ---------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, ox xx xxxx xxxxx xxxxe in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan DocumentsNote, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do Company does not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party heretoParty, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties Parties that the Borrower do does not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Title: Execxxxxx Xxxx Xxesident Notice Address: 901 Threadneedle Houston, XX 00000-0000 Xxxxxxxxx: (000) 000-0000 Telecopy: (000) 000-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Title: Vice Xxxxxxxxx Notice Address: 901 Threadneedle Houston, XX 00000-0000 Xxxxxxxxx: (000) 000-5000 Telecopy: (000) 000-7556 ------------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, or at sxxx xxxxx xxxxx xx xhe State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement (a) Nothing contained herein or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time Loan Documents shall be deemed to be interestrequire the payment of interest or other charges by Grantor, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Borrower or any other Loan Party in excess of the amount Beneficiary and the Secured Creditors may lawfully charge under the applicable lawusury Laws (the “Highest Lawful Rate”). In the event Beneficiary shall collect monies which are deemed to constitute interest which would increase the effective interest rate to a rate in excess of that permitted to be charged by applicable Laws, all such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of Beneficiary, be returned to the Grantor or the Borrower or credited against the principal balance of any Obligation secured hereby then outstanding. (b) If any court disregards the express, specific intent and agreement of the parties that New York law shall apply to the Obligations, as described in Section 10.12 above, and proceeds to apply Texas law, then in determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Grantor, Borrower, the other Loan Parties and the Beneficiary shall (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof; and (c) spread the total liability of payments amount of interest throughout the entire contemplated term of the Notes; provided that, if the Notes are paid and payments performed in full prior to the nature end of the full contemplated term of the Notes, and if the interest received by the Beneficiary and the Secured Creditors for the actual period of existence of the Notes exceeds the Highest Lawful Rate, the Beneficiary and the Secured Creditors shall refund to the Grantor and Borrower the amount of such excess, and, in such event, neither the Beneficiary nor Secured Creditors shall be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Highest Lawful Rate. To the extent that the Beneficiary and the Secured Creditors are relying on Article 5069-1.04, as amended, of the Revised Civil Statutes of Texas to determine the Highest Lawful Rate, the Beneficiary and Secured Creditors will use the indicated “weekly ceiling” from time to time in effect as provided in Chapter 303 (including without limitation Sections 303.301, 303.304, 303.305 and 303.306) of the Texas Finance Code, as amended. To the extent United States federal law permits the Beneficiary and Secured Creditors to contract for, charge or receive a greater amount of interest, includingthe Beneficiary and Secured Creditors will rely on the United States federal law instead of Article 5069-1.04, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shallas amended, for any reason whatsoeverthe purpose of determining the Highest Lawful Rate. Additionally, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of extent permitted by applicable Laws now or hereafter in effect, the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Beneficiary may, at any time its option and from time to time, electimplement any other method of computing the Highest Lawful Rate under Article 5069-1.04, as amended, or under other applicable Laws, by giving the Grantor and Borrower the notice required by applicable Laws now or hereafter in effect. In no event shall the provisions of Ch. 15 of Article 5069 of the Revised Civil Statutes of Texas (which regulates certain revolving credit loan accounts and revolving tri-party accounts) apply to the Loan. The terms and provisions of this paragraph 10.23 shall control and supersede every other provision of all agreements between the Grantor and Borrower, the other Loan Parties, the Beneficiary and Secured Creditors in the event of a conflict in such provisions. (c) To the extent the Mortgaged Property is located in the State of Arizona, for the purposes of A.R.S. § 44-1201, the rate of interest contracted for in writing shall be the rate stated in the Notes together with any other fees, costs, or any other sums or things of value paid or payable by Grantor to Beneficiary, whether pursuant to the BorrowerNotes, to waivethis Deed of Trust, reduceany of the other Loan Documents, or any other document or instrument in any way pertaining to this lending transaction, that may be deemed to be interest for the purpose of any law of the State of Arizona, or any other applicable law, that may limit the collection maximum amount of interest to be charged with respect to this lending transaction, and any sums other items paid to Beneficiary that are, or are deemed by a court of competent jurisdiction to be, interest or in the nature of interest. (d) It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Beneficiary to contract for, charge, take, reserve, or receive greater amount of interest than under state law) and that this Section 10.23 shall control every other covenant and agreement in this Deed of Trust, the Notes, and the other Loan Documents. If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount charged, taken, reserved, or received with respect to the Obligations, or if Beneficiary’s exercise of the option to accelerate the maturity date, or if any prepayment by Grantor, results in Grantor having paid any interest in excess of those lawfully collectible as interest rather than accept that permitted by applicable law, then it is Beneficiary’s express intent that all such sums as a prepayment excess amounts theretofore collected by Beneficiary shall be credited to the principal balance of the outstanding principal balance. It is Notes and all other Obligations, and that the intention provisions of this Deed of Trust, the Notes, and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the parties execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Beneficiary for the use, forbearance, or detention of the Obligations shall, to the extent not prohibited by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the loan(s) under the Loan Documents until payment in full so that the Borrower do not intend rate or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate amount of interest which may be charged under on account of such Obligations does not exceed the maximum lawful rate from time-to-time in effect and applicable lawto such Obligations for so long as such Obligations are outstanding.

Usury Savings Clause. Notwithstanding any provision in this Agreement Note or the other Loan Transaction Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or Note to the other Loan Documentscontrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement due hereunder immediately upon receipt of such sums by the LenderLender hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding the principal balance then outstanding, and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest interest, rather than accept such sums as a prepayment of the outstanding principal balancebalance then outstanding. It is the intention of the parties that the Borrower do does not intend or expect to pay pay, nor does the Lender intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Xxxxx: Xxxxxxive Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Txxxxxxx: (281) 496-0285 XXXXXX: RBF FINANCE CO. By: Name: Leighton Moss Xxxxx: Xxxx Xresident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Txxxxxxx: (281) 597-7556 ------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New Yorx, xx xx xxxx xxxxx place in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement Note or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Borrowers had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the BorrowerBorrowers, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower Borrowers do not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower Borrowers had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the BorrowerBorrowers, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower Borrowers do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do does not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement Note or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding Any provision herein or in any provision in this Agreement other agreement or commitment between the other Loan DocumentsMaker and the Holder, whether written or oral, expressed or implied, to the contrary notwithstanding, the total liability for payments of interest and payments in the nature of interestHolder shall never be entitled to charge, including, without limitation, all charges, fees, exactionsreceive, or other sums which may collect, nor shall amounts received hereunder be credited as interest so that the Holder shall be paid, a sum greater than interest at the maximum nonusurious interest rate, if any, that at any time may be deemed to be interestcontracted for, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interestcharged, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, betweenreceived, or to any party hereto, be applied to collected on the reduction of indebtedness evidenced by this Note under applicable law (the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance"Maximum Rate"). It is the intention of the parties that this Note, and all other instruments executed or delivered in connection herewith, shall comply with applicable law. If the Borrower do not intend Holder ever contracts for, charges, receives, or expect collects, anything of value which is deemed to pay nor does the Lender intend or expect to charge or collect any be interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Note, delay in advancing proceeds of this Note; or other event, should cause such interest to exceed interest at the Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal balance of this Note or any other indebtedness owed to the Holder by the Maker, and if this Note and such other indebtedness is paid in full, any remaining excess shall be paid to the Maker. In determining whether or not the interest hereon exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Note until its payment in full in a manner which will cause the interest rate on this Note not to exceed the Maximum Rate. EXECUTED on the day and year first written above. Borrower: ChatChing, Inc. ___________________________ Xxxxxx X. Xxxxxxx, President THIS AGREEMENT is made as of August 21, 2013, by and between Xxxxxxx Xxxxxx (“Optionee”) and ChatChing Inc. (“Grantor”).

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan DocumentsNote, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do does not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement Note or the other Loan DocumentsSettlement Agreement, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do does not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Titlx: Xxxxxxxxx Vice President Notice Address: 901 Threadneedle Hxxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecopx: (001) 496-0285 LENDEX: RBF FINANCE CO. By: Name: Leighton Moss Titlx: Xxxx Xxxxxdent Notice Address: 901 Threadneedle Hxxxxxx, XX 00000-0000 Xxxxxxxxx: (001) 496-5000 Telecopx: (001) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xxxce in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement or Note to the other Loan Documentscontrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement due hereunder immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding the principal balance then outstanding, and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest interest, rather than accept such sums as a prepayment of the outstanding principal balancebalance then outstanding. It is the intention of the parties that the Borrower do Company does not intend or expect to pay pay, nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Title: Xxxxxxxxx Xice President Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecxxx: (000) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Title: Xxxx Xxxxxxent Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecxxx: (000) 597-7556 ------------------------------------------------------------------------ Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, ox xx xxxx xxxxx xxxxe in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the total liability for payments aggregate of (i) all interest on the unpaid balance of the Note, accrued or paid from the date hereof and payments in (ii) the nature aggregate of interestany other amounts accrued or paid pursuant to the Note, includingthe Deed of Trust or any of the other Loan Documents, without limitation, all charges, fees, exactions, which under applicable laws are or other sums which may at any time be deemed to be interestconstitute interest upon the Debt from the date hereof, shall not ever exceed the limit imposed by maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of the Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Borrower and the Lender to contract in strict compliance with the applicable usury laws of the jurisdiction governing State of Texas and of the United States (whichever pexxxx xxx xxxxxx xxxx xx xxxxxxxx) xxxx time to time in effect. In furtherance thereof, none of the terms of this Agreement Agreement, the Note, the Deed of Trust or any of the other applicable lawLoan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions The Borrower or other sums Persons now or hereafter becoming liable for payment of the Debt shall never be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Debt include amounts which may at any time by law are deemed interest which would exceed the Highest Lawful Rate, the Borrower stipulates that such amounts will be deemed to be interesthave been paid as a result of an error on the part of both the Borrower and the Lender and the Person receiving such excess payment shall promptly, shallupon discovery of such error or upon notice thereof from the Person making such payment, for any reason whatsoeverrefund the amount of such excess or at the Lender's option, result in an effective rate of interest, which for any month or other interest payment period exceeds credit such excess against the limit imposed by the usury laws unpaid principal balance of the jurisdiction governing this AgreementDebt. In addition, all sums in excess paid or agreed to be paid to the holder or holders of those lawfully collectible as interest the Debt for the period in question use, forbearance, or detention of the Debt shall, without further agreement or notice by, between, or to any party heretothe extent permitted by applicable law, be applied to amortized, prorated, allocated and spread throughout the reduction full term of the outstanding principal balance Debt. The provisions of this Agreement immediately upon receipt of such sums by Section shall control all agreements, whether now or hereafter existing and whether written or oral, between the Borrower and the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision It is the intent of the parties hereto in the execution of the Note, this Agreement and all other instruments now or hereafter securing the Note or executed in connection therewith or under any other Loan Documentswritten or oral agreement by Borrower in favor of Lender to contract in strict compliance with applicable usury law. In furtherance thereof, the total liability for payments parties hereto stipulate and agree that none of interest the terms and payments provisions contained in the nature of interestNote, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other instrument securing the Note or executed in connection herewith, or in any other agreement by Borrower in favor of Lender, are in full force and effect until initial disbursement and shall never be construed to create a contract to pay for the use, forbearance or detention of money, interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law; that neither Borrower nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Note or the other indebtedness arising under any instrument securing the Note or executed in connection therewith, or in any other written or oral agreement by Borrower in favor of Lender, shall be liable to pay interest at a rate in excess of the maximum interest that may be lawfully charged under applicable law; and that the provisions of this subsection shall control over all other provisions of the Note, this Agreement and any instruments now or hereafter securing the Note or executed in connection herewith or any other agreements which may be in apparent conflict herewith. If at any time it is determined by a court of competent jurisdiction that interest received by Lender exceeds the applicable maximum lawful rate, Lender shall, at its option, either refund to Borrower the amount of such excess or credit the amount of such excess against the principal balance of the Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest. In the event that Lender shall contract for, charge or receive any amount or amounts and/or any other thing of value which are determined to constitute interest which would increase the total liability effective interest rate on the Note to a rate in excess of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed that permitted to be interestcharged by applicable law, an amount equal to interest in excess of the lawful rate shall, upon such determination, at the option of Lender, be either immediately returned to Borrower or credited against the principal balance of the Note then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Note, this Agreement and any instruments now or hereafter securing the Note or executed in connection herewith, shall, for any reason whatsoeverto the extent permitted by applicable law, result be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in an effective full so that the rate or amount of interest on account of the loan evidenced by the Note does not exceed the maximum legal rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice time in writing effect and applicable to the Borrower, to waive, reduce, or limit loan for so long as the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balanceloan is outstanding. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.Initials: _/s/ LM__

Usury Savings Clause. Notwithstanding Any provision herein or in any provision in this Agreement other agreement or commitment between the other Loan DocumentsMaker and the Holder, whether written or oral, expressed or implied, to the contrary notwithstanding, the total liability for payments of interest and payments in the nature of interestHolder shall never be entitled to charge, including, without limitation, all charges, fees, exactionsreceive, or other sums which may collect, nor shall amounts received hereunder be credited as interest so that the Holder shall be paid, a sum greater than interest at the maximum nonusurious interest rate, if any, that at any time may be deemed to be interestcontracted for, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interestcharged, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, betweenreceived, or to any party hereto, be applied to collected on the reduction of indebtedness evidenced by this Note under applicable law (the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance"Maximum Rate"). It is the intention of the parties that this Note, and all other instruments executed or delivered in connection herewith, shall comply with applicable law. If the Borrower do not intend Holder ever contracts for, charges, receives, or expect collects, anything of value which is deemed to pay nor does the Lender intend or expect to charge or collect any be interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Note, delay in advancing proceeds of this Note; or other event, should cause such interest to exceed interest at the Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal balance of this Note or any other indebtedness owed to the Holder by the Maker, and if this Note and such other indebtedness is paid in full, any remaining excess shall be paid to the Maker. In determining whether or not the interest hereon exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Note until its payment in full in a manner which will cause the interest rate on this Note not to exceed the Maximum Rate. EXECUTED on the day and year first written above. Borrower: ChatChing, Inc. ___________________________ Xxxxxx X. Xxxxxxx, President THIS AGREEMENT is made as of October 15, 2013, by and between Xxxxxxx Xxxxxx (“Optionee”) and ChatChing Inc. (“Grantor”). This agreement replaces Stock Option Agreement dated February 6, 2013.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Titxx: Xxxxxxxxx Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (001) 496-5000 Telxxxxx: (081) 496-0285 LXXXXX: RBF FINANCE CO. By: Name: Leighton Moss Titxx: Xxxx Xxxxident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (081) 496-5000 Telxxxxx: (081) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xxace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx:Xxxxxxxxe Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 496-0285 XXXXXX: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Titlx: Xxxxxxxxx Vice President Notice Address: 901 Threadneedle Hxxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecopx: (001) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Titlx: Xxxx Xxxxxdent Notice Address: 901 Threadneedle Hxxxxxx, XX 00000-0000 Xxxxxxxxx: (001) 496-5000 Telecopx: (001) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xxxce in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx: Xxxxxxxve Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 496-0285 XXXXXX: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 597-7556 ------------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx: Xxxxxxxve Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 597-7556 ------------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement Debenture or the other Loan DocumentsTransaction Documents to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Debenture or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementDebenture, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement due hereunder immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding the principal balance then outstanding, and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest interest, rather than accept such sums as a prepayment of the outstanding principal balancebalance then outstanding. It is the intention of the parties that the Borrower do Company does not intend or expect to pay pay, nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Debenture greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx:Xxxxxxxxe Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Texxxxxx: (281) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx: Xxxxxxxve Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telexxxx: (281) 496-0285 LEXXXX: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telexxxx: (281) 597-7556 -------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New Yorx, xx xx xxxx xxxxx place in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision anything to the contrary in -------------------- this Agreement or the other Loan DocumentsAmendment, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Notes or any other Loan Document, or in any other agreement entered into in connection with the Notes or securing the indebtedness evidenced by the Notes, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate of all interest and other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under the Notes or otherwise in connection with the Notes shall under no circumstances exceed the maximum rate of interest permitted by applicable law. In the event the total liability maturity of payments the Notes is accelerated by reason of an election by the holder thereof resulting from a default thereunder or under any other document executed as security therefor or in connection therewith, or by voluntary prepayment by the maker, or otherwise, then earned interest may never include more than the maximum rate of interest and payments in permitted by applicable law. If from any circumstance any holder of any of the nature of Notes shall ever receive interest or any other charges constituting interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be adjudicated as constituting interest, shallthe amount, for any reason whatsoeverif any, result in an effective which would exceed the maximum rate of interest, which for any month or other interest payment period exceeds the limit imposed permitted by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, applicable law shall be applied to the reduction of the outstanding principal amount owing on such Notes or on account of any other principal indebtedness of the maker to the holders of such Notes, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal thereof and such other indebtedness, the amount of such excessive interest that exceeds the unpaid balance of principal thereof and such other indebtedness shall be refunded to the maker. All sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums paid or agreed to be so applied paid to the reduction holder of the Notes for the use, forbearance or detention of the indebtedness of the maker to the holder of such outstanding principal balance Notes shall be amortized, prorated, allocated and spread throughout the Lender hereof had agreed to accept full term of such sums as a penalty-free indebtedness until payment in full for the purpose of principal; provided, however, that determining the Lender may, at any time and from time to time, elect, by notice in writing to actual rate on such indebtedness is uniform throughout the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawterm thereof.

Usury Savings Clause. Notwithstanding any provision in this Agreement Note or the other Loan DocumentsTransaction Documents to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement due hereunder immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding the principal balance then outstanding, and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest interest, rather than accept such sums as a prepayment of the outstanding principal balancebalance then outstanding. It is the intention of the parties that the Borrower do Company does not intend or expect to pay pay, nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free penaltyfree payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Xxxxx: Xxxxxxive Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Txxxxxxx: (281) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Xxxxx: Xxxx Xresident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Txxxxxxx: (281) 597-7556 ------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New Yorx, xx xx xxxx xxxxx place in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Tixxx: Xxxxxxxxe Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (081) 496-5000 Telecxxx: (281) 496-0285 LENXXX: RBF FINANCE CO. By: Name: Leighton Moss Tixxx: Xxxx Xxxsident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telecxxx: (281) 597-7556 ------------------------------------------------------------------------ Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may If at any time this transaction would be deemed usurious under Applicable Law, then regardless of any provision to the contrary that may be contained in the Loan Agreement or this Note, or in any other agreement made in connection with the Loan, it is agreed that (a) the total of all consideration which constitutes interest under applicable law that is contracted for, charged or received under the Loan Agreement, this Note or any such other agreement shall under no circumstances exceed the maximum rate of interest permitted to be interestcharged under Applicable Law, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement if any, and any interest payable or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums paid in excess of those lawfully collectible such maximum rate shall be credited against the unpaid principal amount of the Note Indebtedness or, if such Indebtedness has theretofore been paid in full as provided in Section 3 hereof, such excess interest for the period in question shall, without further agreement or notice by, between, or to any party heretoinstead, be applied paid promptly to the reduction of Borrowers, and (b) if the outstanding principal balance Maturity Date of this Agreement immediately upon receipt Note is accelerated as provided in Section 4 of this Note or, if the Borrowers prepay the Note Indebtedness, any amounts which, due to such sums by the Lenderacceleration or prepayment, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as would constitute interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater may never include more than the highest non-usurious maximum rate of interest which may permitted to be charged under applicable lawpaid by Applicable Law and any excess interest provided for in the Loan Agreement, in this Note or otherwise, shall be credited against, and thereby reduce, the amount of principal or interest that would otherwise be payable by the Borrowers on such acceleration or any such prepayment or, if theretofore paid by Borrowers to Lender, will be repaid, instead, by Lender promptly to the Borrowers.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Title: Xxxxxxxxx Xice President Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecxxx: (000) 496-0285 LENXXX: RBF FINANCE CO. By: Name: Leighton Moss Title: Xxxx Xxxxxxent Notice Address: 901 Threadneedle Hoxxxxx, XX 00000-0000 Xxxxxxxxx: (000) 496-5000 Telecxxx: (000) 597-7556 ------------------------------------------------------------------------ Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, ox xx xxxx xxxxx xxxxe in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the LenderLender hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Clause. Notwithstanding any provision in this Agreement or the other Loan DocumentsNote, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this AgreementNote, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Agreement Note immediately upon receipt of such sums by the LenderHolder hereof, with the same force and effect as though the Borrower Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender Holder of this Note may, at any time and from time to time, elect, by notice in writing to the BorrowerCompany, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is not the intention of the parties that the Borrower do Company does not intend or expect to pay nor does the Lender Holder intend or expect to charge or collect any interest under this Agreement Note greater than the highest non-usurious rate of interest which that may be charged under applicable law.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Titxx: Xxxxxxxxx Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (001) 496-5000 Telxxxxx: (081) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Titxx: Xxxx Xxxxident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (081) 496-5000 Telxxxxx: (081) 597-7556 ----------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xxace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Tixxx: Xxxxxxxxe Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (081) 496-5000 Telecxxx: (281) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Tixxx: Xxxx Xxxsident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telecxxx: (281) 597-7556 ------------------------------------------------------------------------ Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New York, xx xx xxxx xxxxx xlace in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.

Usury Savings Clause. Notwithstanding It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement or Agreement, any Note, any of the other Loan DocumentsDocuments or any other document related hereto or thereto, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, no event shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Agreement or any such other applicable law. In document require the event payment or permit the total liability of payments collection of interest and payments in excess of the nature maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement, any Note, any of the other Loan Documents or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by applicable law for the collection or charging of interest, includingthen, without limitationipso facto, all charges, fees, exactions or other sums which may at any time be deemed the obligation to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds fulfilled shall be reduced to the limit imposed of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by the usury laws of the jurisdiction governing applicable law under this Agreement, all sums in excess any Note, any of those lawfully collectible as the other Loan Documents or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, shall be applied to the reduction of the outstanding principal amount owing under the Loan or on account of any other indebtedness of the Company, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of this Agreement immediately upon receipt principal of such sums by the Lenderindebtedness, with the same force and effect as though the Borrower had specifically designated such excess sums to shall be so applied refunded to the reduction Company. In determining whether or not the interest paid or payable with respect to any indebtedness of such outstanding principal balance the Company to Lender under any specified contingency, exceeds the highest lawful rate, the Company and the Lender shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest thereon does not exceed the maximum amount permitted by applicable laws, and/or (d) allocate interest throughout the full term of such indebtedness so that interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. WITNESS the due execution hereof had agreed by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: R&B FALCON CORPORATION By: Name: Robert Fulton Txxxx: Xxxxxxxve Vice President Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telexxxx: (281) 496-0285 LENDER: RBF FINANCE CO. By: Name: Leighton Moss Txxxx: Xxxx Xxesident Notice Address: 901 Threadneedle Xxxxxxx, XX 00000-0000 Xxxxxxxxx: (281) 496-5000 Telexxxx: (281) 597-7556 -------------------------------------------------------------------- Exhibit I R&B FALCON CORPORATION SENIOR SECURED ___- YEAR TRANCHE PROMISSORY NOTE New York, New York $______________ March 26, 1999 FOR VALUE RECEIVED, R&B FALCON CORPORATION (the "Company"), promises to accept pay to the order of RBF FINANCE CO. ("Payee"), the principal amount of _________________________ Dollars ($_____________) (or such sums lesser amount as shall equal the aggregate unpaid principal amount of the __-year Tranche advances of the Loan) at the times specified by the provisions of the Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company and the Lender. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Loan Agreement. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a penalty-free payment more complete statement of principalthe terms and conditions under which the Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement. The Senior Secured Credit Agreement dated as of March 26, 1999, as the same may at any time be amended, modified or supplemented and in effect (the "Loan Agreement") between the Company, the Lender named therein, and United States Trust Company of New York, as Trustee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds to Payee at the office of United States Trust Company of New York located at 114 West 47th Street, 25th Floor, New York, New Yorx, xx xx xxxx xxxxx place in the State of New York as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Each of Payee and any subsequent holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the Lender mayfailure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Loan Agreement and prepayment at the option of the Company as provided in the Loan Agreement. THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPALS OF CONFLICTS OF LAWS. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. The terms of this Note are subject to amendment only in the manner provided in the Loan Agreement. No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at any the respective times, and in the currency herein prescribed. The Company promises to pay all costs and expenses, including all attorneys' fees, all as provided in Section 7.2 of the Loan Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and from time to timehereby waive diligence, electpresentment, by protest, demand and notice in writing of every kind and, to the Borrowerfull extent permitted by law, the right to waive, reduce, or limit the collection plead any statute of any sums in excess of those lawfully collectible as interest rather than accept such sums limitations as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect defense to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest non-usurious rate of interest which may be charged under applicable lawdemand hereunder.