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Transocean Sedco Forex Inc. Announces Waiver of Consent Condition With Respect to Its Previously Announced Exchange Offers for Six Series of R&B Falcon Corporation Notes

February 22, 2002
HOUSTON, Feb 22, 2002 (BUSINESS WIRE) -- Transocean Sedco Forex Inc. (NYSE:RIG) today announced that it has waived the consent condition referred to below with respect to its previously announced exchange offers for the following series of notes of its indirect wholly-owned subsidiary, R&B Falcon Corporation:

                                                       Consent Payment
   Series of R&B Falcon            Aggregate Principal   Per $1,000
         Notes                     Amount Outstanding  Principal Amount
---------------------------------- ------------------- ---------------
6.50% Notes due April 15, 2003        $239.5 million        $2.50
6.75% Notes due April 15, 2005        $350.0 million        $3.50
6.95% Notes due April 15, 2008        $250.0 million        $4.50
7.375% Notes due April 15, 2018       $250.0 million        $6.00
9.125% Notes due Dec. 15, 2003        $87.1 million         $3.00
9.50% Notes due Dec. 15, 2008         $300.0 million        $5.00
The consent payment deadline for each of the exchange offers expired on Midnight, New York City time, on February 13, 2002. As of that date, Transocean Sedco Forex had received consents to the proposed amendments to the R&B Falcon indentures under which the R&B Falcon notes were issued from holders of record of a majority in principal amount of each series of notes that are subject to the exchange offers other than the 7.375% Notes.

Each exchange offer will expire at 5:00 p.m., New York City time, on March 1, 2002, unless extended. Tenders may be withdrawn at any time prior to the expiration date, but consents may no longer be revoked.

The terms and conditions of the exchange offers are contained in Transocean Sedco Forex's prospectus and consent solicitation statement, dated January 31, 2002, and the related letter of transmittal and consent. Transocean Sedco Forex's obligation to complete each exchange offer and cause R&B Falcon to make the consent payments relating to that exchange offer had originally been conditioned upon, among other things, receipt of valid and unrevoked consents to the amendments from the holders of record of a majority in principal amount of each of the six series of the R&B Falcon notes. As mentioned above, Transocean Sedco Forex has, in accordance with the terms and conditions of the exchange offers, waived this consent condition with respect to the exchange offers for each of the six series of R&B Falcon notes.

Goldman, Sachs & Co. are the dealer managers for the exchange offers.

Transocean Sedco Forex is making the exchange offers solely by the prospectus and consent solicitation statement and the related letters of transmittal and consent. Copies of the prospectus and consent solicitation statement can be obtained from Mellon Investor Services LLC, the Information Agent, at the following address:

    Mellon Investor Services LLC
    44 Wall Street, 7th Floor
    New York, NY 10005
    Toll Free: 877/698-6865 Banks and Brokers: 917/320-6286
This announcement is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any securities nor shall there be any sale or purchase of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CONTACT:          Transocean Sedco Forex, Houston
                  Analyst Contact:
                  Jeffrey L. Chastain, 713/232-7551
                  or
                  Media Contact:
                  Guy A. Cantwell, 713/232-7647