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 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 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 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 hereto to comply strictly with applicable usury laws, if any; accordingly, notwithstanding any provisions to the contrary in this Agreement or any other Loan Documents, in no event shall this Agreement or such Loan Document require or permit the payment, taking, reserving, receiving, collecting or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, paid, taken, reserved, collected or received in connection with the Liabilities or in any communication by Lender or any other Person to the Borrower do not intend or expect any other Person, or in the event all or part of the principal of the Liabilities or interest thereon shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, collected, reserved, or received on the amount of principal actually outstanding from time to pay nor does the Lender intend or expect to charge or collect any interest time under this Agreement greater than shall exceed the highest non-usurious maximum amount of interest permitted by applicable usury laws, if any, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Borrower nor any other Person or entity now or hereafter liable for the payment of the Liabilities shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, if any, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance hereof or, if the Liabilities have been or would be paid in full by such credit, refunded to the Borrower, and (iv) the provisions of this Agreement and the other Loan Documents, and any communication to the Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, collected, reserved, or received in connection herewith which may are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be charged under made to the extent permitted by applicable lawlaws by amortizing, prorating, allocating and spreading during the period of the full term of the Liabilities, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved or received. The terms of this paragraph shall be deemed to be incorporated in every Loan Document and communication relating to the Liabilities.

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 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

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 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 hereto to comply strictly with applicable usury laws, if any; accordingly, notwithstanding any provisions to the contrary in this Agreement or any other Loan Documents, in no event shall this Agreement or such Loan Document require or permit the payment, taking, reserving, receiving, collecting or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, paid, taken, reserved, collected or received in connection with the Liabilities or in any communication by Lender or any other Person to the Borrowers or any other Person, or in the event all or part of the principal of the Liabilities or interest thereon shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the Borrower do not intend amount of interest contracted for, charged, taken, collected, reserved, or expect received on the amount of principal actually outstanding from time to pay nor does the Lender intend or expect to charge or collect any interest time under this Agreement greater than shall exceed the highest non-usurious maximum amount of interest permitted by applicable usury laws, if any, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Borrowers nor any other Person or entity now or hereafter liable for the payment of the Liabilities shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, if any, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance hereof or, if the Liabilities have been or would be paid in full by such credit, refunded to the Borrowers, and (iv) the provisions of this Agreement and the other Loan Documents, and any communication to the Borrowers, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, collected, reserved, or received in connection herewith which may are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be charged under made to the extent permitted by applicable lawlaws by amortizing, prorating, allocating and spreading during the period of the full term of the Liabilities, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved or received. The terms of this paragraph shall be deemed to be incorporated in every Loan Document and communication relating to the Liabilities.

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 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 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 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 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 hereto to -------------------- comply strictly with applicable usury laws, if any; accordingly, notwithstanding any provisions to the contrary in this Agreement or any other Loan Documents, in no event shall this Agreement or such Loan Document require or permit the payment, taking, reserving, receiving, collecting or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, paid, taken, reserved, collected or received in connection with the Liabilities or in any communication by Lender or any other person to the Borrower do not intend or expect any other person, or in the event all or part of the principal of the Liabilities or interest thereon shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, collected, reserved, or received on the amount of principal actually outstanding from time to pay nor does the Lender intend or expect to charge or collect any interest time under this Agreement greater than shall exceed the highest non-usurious maximum amount of interest permitted by applicable usury laws, if any, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Borrower nor any other person or entity now or hereafter liable for the payment of the Liabilities shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, if any, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance hereof or, if the Liabilities have been or would be paid in full by such credit, refunded to the Borrower, and (iv) the provisions of this Agreement and the other Loan Documents, and any communication to the Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, collected, reserved, or received in connection herewith which may are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be charged under made to the extent permitted by applicable lawlaws by amortizing, prorating, allocating and spreading during the period of the full term of the Liabilities, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved or received. The terms of this paragraph shall be deemed to be incorporated in every Loan Document and communication relating to the Liabilities.

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 Maker and the Holder to comply with all applicable usury laws; accordingly, it is agreed that no provisions in this Note or any of the Borrower do not intend other Loan Documents shall require the payment or expect permit the collection of interest in excess of the maximum interest rate per annum permitted by applicable law to be charged to the Maker for the use, forbearance or detention of money (the "Maximum Rate"). If any interest in excess of the Maximum Rate is provided for, or shall be adjudicated to be so provided for then in such event, (i) the provisions of this Section shall govern, (ii) neither the Maker, its endorser or guarantors, nor their respective heirs, legal representatives, successors or assigns nor any other person or entity liable for the payment of this Note, shall be obligated to pay nor does interest to the Lender intend extent that it is in excess of the Maximum Rate, (iii) any excess interest which may have been collected shall, at the Holder's option, be either applied as a credit against the Principal Balance or expect refunded to charge or collect any interest under this Agreement greater than the highest non-usurious Maker and (iv) the effective rate of interest automatically shall be reduced to the Maximum Rate; provided, however, if from time to time thereafter the interest rate otherwise then in effect shall be less than the Maximum Rate then in force, the interest rate then in effect shall be automatically increased to the Maximum Rate and remain at the Maximum Rate until the total amount of (A) any excess interest theretofore credited or repaid to the Maker (pursuant to this foregoing provisions of this Section) and (B) any interest which may be charged under applicable lawwould have been earned if the interest rate had not been reduced to the Maximum Rate (as provided in this Section) has been fully repaid or paid to the Holder.

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 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 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 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 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 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: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 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 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 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 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 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 hereto to comply strictly with applicable usury laws, if any; accordingly, notwithstanding any provisions to the contrary in this Agreement or any other Loan Documents, in no event shall this Agreement or such Loan Document require or permit the payment, taking, reserving, receiving, collecting or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, paid, taken, reserved, collected or received in connection with the Liabilities or in any communication by Lender or any other person to the Borrower do not intend or expect any other person, or in the event all or part of the principal of the Liabilities or interest thereon shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, collected, reserved, or received on the amount of principal actually outstanding from time to pay nor does the Lender intend or expect to charge or collect any interest time under this Agreement greater than shall exceed the highest non-usurious maximum amount of interest permitted by applicable usury laws, if any, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern, and control, (ii) neither the Borrower nor any other person or entity now or hereafter liable for the payment of the Liabilities shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, if any, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance hereof or, if the Liabilities have been or would be paid in full by such credit, refunded to the Borrower, and (iv) the provisions of this Agreement and the other Loan Documents, and any communication to the Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, collected, reserved, or received in connection herewith which may are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be charged under made to the extent permitted by applicable lawlaws by amortizing, prorating, allocating and spreading during the period of the full term of the Liabilities, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved or received. The terms of this paragraph shall be deemed to be incorporated in every Loan Document and communication relating to the Liabilities.

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 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 STOCK OPTION AGREEMENT 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 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 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 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 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 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 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 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 (Signature Page Follows) 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 STOCK OPTION AGREEMENT 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 Notes, 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 Notes, 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 Administrative Agent and the Lenders 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 Notes, 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 Loans 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 the Company to the Administrative Agent and the Lenders, under any specified contingency, exceeds the highest lawful rate, the Company, the Administrative Agent and the Lenders 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 throughout the full term of such outstanding principal balance and indebtedness so that interest thereon does not exceed the Lender hereof had agreed to accept maximum amount permitted by applicable law, and/or (d) allocate interest between portions of such sums as a penalty-free payment of principal; providedindebtedness, 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 end that no such portion shall bear interest rather than accept such sums as at 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 rate greater than the highest non-usurious rate of interest which may be charged under that permitted by 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 66 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 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 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 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 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 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 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.

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 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 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 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. ___________________________ Sxxxxx X. Xxxxxxx, President