Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer R▇▇▇▇▇▇▇ American Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer R▇▇▇▇▇▇▇ American Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: _____________________________ The Bank of New York Trust Company, N.A. _______________________________________ _______________________________________ Facsimile: ____________________________ Attention: ____________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer R▇▇▇▇▇▇▇ American Inc. 4▇▇ 401 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile▇▇csimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: _______________________ The Bank of New York Trust Company, N.A. _______________________________ _______________________________ Facsimile: _______________________ Attention: _______________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date[Name of Transferee] Dated: NOTICE: To be executed by an executive officer RThe following exchanges of a part of this Global Note for other Notes have been made: EXHIBIT B ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ American & Son, Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-, ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ Facsimile: 3(▇▇-▇) ▇▇▇-▇▇▇▇ Attention: The Bank of New York General Counsel Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust CompanyServices – DAPS REORG MAC N9303-121 ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ – ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, N.A. ▇▇ ▇▇▇▇▇ Facsimile: Attention(▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]▇▇▇▇▇▇ ▇. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc.& Son, as issuer Inc. 8.50% Senior Secured Notes due 2028 (the “CompanyNotes”) Ladies and The Bank of New York Trust Company, N.A., as trustee. Gentlemen: In connection with our proposed sale of $ $________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) at maturity of the CompanyNotes, we confirm hereby certify that such sale has been transfer is being effected pursuant to and in accordance with Regulation S Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) EXHIBIT C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Son, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust Services – DAPS REORG MAC N9303-121 ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ – ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Son, Inc. 8.50% Senior Secured Notes due 2028 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer R▇▇▇▇▇▇▇ American Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: ___________________________ The Bank of New York Trust Company, N.A. ______________________________________ ______________________________________ Facsimile: _____________________________ Attention: ___________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateSCHEDULE OF INCREASES AND DECREASES OF 8.500% SENIOR NOTES DUE 20283 The following transfers, exchanges and redemption of this Global Note have been made: NOTICE: To be executed by an executive officer R▇3 For Global Notes only. This Supplemental Indenture and Subsidiary Guarantee, dated as of _____________, ____ (this “Supplemental Indenture” or “Subsidiary Guarantee”), among ____________ (the “New Guarantor”), ▇▇▇▇▇▇ American Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Brands Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), [each other then-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: The existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”),] and U.S. Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc.National Association, as issuer (the “Company”) Trustee, paying agent and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that registrar under such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ----------------------------- ----------------------------------------- NOTICE: To be executed by an executive officer REXHIBIT B-2 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS Diamond Offshore Drilling, Inc. 1541▇ ▇▇▇▇ ▇▇▇▇▇▇▇ American Inc. 4▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇tention: Corporate Secretary The Chase Manhattan Bank, as Security Registrar 450 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimiletention: 3▇▇-▇▇▇-▇▇▇▇ AttentionCorporate Trust Administration Dear Sirs: The Bank We are delivering this letter in connection with the proposed transfer of New York Trust Company, N.A. Facsimile: Attention: Re: $___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate __________ principal amount of ___the 1 1/2% Convertible Senior Secured Notes Debentures due 20___(the “Notes”2031 (the "Debentures") of Diamond Offshore Drilling, Inc. (the "Company"), which are convertible into shares of Common Stock of the Company, we . We hereby confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer R▇▇▇▇▇▇▇ American Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 3▇▇-▇▇▇-▇▇▇▇ Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between R▇▇▇▇▇▇▇ American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the 20 (the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: