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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                            REGISTERED EXCHANGE OFFER

                             DRESSER-RAND GROUP INC.

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             $420,000,000 7 3/8% SENIOR SUBORDINATED NOTES DUE 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                                October 29, 2004

Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
Bear, Stearns & Co. Inc.
Natexis Bleichroeder Inc.
Sovereign Securities Corporation, LLC
Daiwa Securities America Inc.

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

            Dresser-Rand Group Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Placement Agents"), for whom Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., UBS Securities LLC, Bear, Stearns & Co. Inc., Natexis
Bleichroeder Inc., Sovereign Securities Corporation, LLC and Daiwa Securities
America Inc. (collectively, the "Representatives") are acting as
representatives, $420,000,000 aggregate principal amount of its 7 3/8% Senior
Subordinated Notes due 2014 (the "Notes") upon the terms set forth in the
Purchase Agreement among the Company and the Representatives, dated October 14,
2004 (the "Purchase Agreement"), relating to the initial placement (the "Initial
Placement") of the Notes. As of the date hereof, the Company's obligations under
the Notes will be guaranteed (the "Guarantees") by its direct and indirect
domestic subsidiaries that guarantee its obligations under the Credit Agreement
(as defined in the Indenture) (collectively, the "Guarantors"). References
herein to the "Issuers" refer to the Company and the Guarantors, collectively.
References herein to the "Securities" refer to the Notes and the Guarantees,
collectively. To induce the Placement Agents to enter into the Purchase
Agreement and to satisfy a condition to your obligations thereunder, the Issuers
agree with you for your benefit and the benefit of the holders from time to time
of the Securities (including the Placement Agents) (each a "Holder" and,
collectively, the "Holders"), as follows:

            1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

            "Act" shall mean the Securities Act of 1933, as amended, and the
      rules and regulations of the Commission promulgated thereunder.

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            "Affiliate" shall have the meaning specified in Rule 405 under the
      Act and the term "controlling" shall have a meaning correlative thereto.

            "Broker-Dealer" shall mean any broker or dealer registered as such
      under the Exchange Act.

            "Business Day" shall mean a day other than a Saturday, a Sunday or a
      legal holiday or day on which banking institutions or trust companies are
      authorized or required by law to close in New York City.

            "Closing Date" shall mean the date of the first issuance of the
      Securities.

            "Commission" shall mean the Securities and Exchange Commission.

            "Company" shall have the meaning set forth in the preamble hereto.

            "Deferral Period" shall have the meaning set forth in Section
      4(k)(ii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Exchange Offer Registration Period" shall mean the period of 180
      days following the consummation of the Registered Exchange Offer,
      exclusive of any period during which any stop order shall be in effect
      suspending the effectiveness of the Exchange Offer Registration Statement.

            "Exchange Offer Registration Statement" shall mean a registration
      statement of the Issuers on an appropriate form under the Act with respect
      to the Registered Exchange Offer, all amendments and supplements to such
      registration statement, including post-effective amendments thereto, in
      each case including the Prospectus contained therein, all exhibits thereto
      and all material incorporated by reference therein.

            "Exchanging Dealer" shall mean any Holder (which may include any
      Placement Agent) that is a Broker-Dealer and elects to exchange for New
      Securities any Securities that it acquired for its own account as a result
      of market-making activities or other trading activities (but not directly
      from any Issuer or any Affiliate of any Issuer) for New Securities.

            "Final Memorandum" shall mean the offering memorandum, dated October
      14, 2004, relating to the Securities, including any and all exhibits
      thereto and any information incorporated by reference therein as of such
      date.

            "Guarantee" shall have the meaning set forth in the preamble hereto.

            "Guarantors" shall have the meaning set forth in the preamble
      hereto.

            "Holder" shall have the meaning set forth in the preamble hereto.

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            "Indenture" shall mean that certain Indenture relating to the
      Securities, dated as of October 29, 2004, among the Issuers and Citibank,
      N.A., as trustee, as the same may be amended from time to time in
      accordance with the terms thereof.

            "Initial Placement" shall have the meaning set forth in the preamble
      hereto.

            "Losses" shall have the meaning set forth in Section 6(d) hereof.

            "Majority Holders" shall mean, on any date, Holders of a majority of
      the aggregate principal amount of Securities and New Securities registered
      under a Registration Statement.

            "Managing Underwriters" shall mean the investment banker or
      investment bankers and manager or managers who administer an underwritten
      offering, if any, under a Registration Statement.

            "NASD Rules" shall mean the Conduct Rules and the By-laws of the
      National Association of Securities Dealers, Inc.

            "New Securities" shall mean debt securities of the Company and
      Guarantees by the Guarantors, in each case identical in all material
      respects to the Securities (except that the transfer restrictions shall be
      modified or eliminated, as appropriate) to be issued under the New
      Securities Indenture.

            "New Securities Indenture" shall mean the Indenture or an indenture
      among the Issuers and the New Securities Trustee, identical in all
      material respects to the Indenture (except that the transfer restrictions
      shall be modified or eliminated, as appropriate), which may be the
      Indenture if in the terms thereof appropriate provision is made for the
      New Securities.

            "New Securities Trustee" shall mean the Trustee or a bank or trust
      company reasonably satisfactory to the Placement Agents, as trustee with
      respect to the New Securities under the New Securities Indenture.

            "Notes" shall have the meaning set forth in the preamble hereto.

            "Placement Agents" shall have the meaning set forth in the preamble
      hereto.

            "Prospectus" shall mean the prospectus included in any Registration
      Statement (including, without limitation, a prospectus that discloses
      information previously omitted from a prospectus filed as part of an
      effective registration statement in reliance upon Rule 430A under the
      Act), as amended or supplemented by any prospectus supplement, with
      respect to the terms of the offering of any portion of the Securities or
      the New Securities covered by such Registration Statement, and all
      amendments and supplements thereto, including any and all exhibits thereto
      and any information incorporated by reference therein.

            "Purchase Agreement" shall have the meaning set forth in the
      preamble hereto.

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            "Registered Exchange Offer" shall mean the proposed offer of the
      Issuers to issue and deliver to the Holders of the Securities that are not
      prohibited by any law or policy of the Commission from participating in
      such offer, in exchange for the Securities, a like aggregate principal
      amount of the New Securities.

            "Registrable Securities" shall mean (i) Securities other than those
      that have been (A) registered under a Registration Statement and disposed
      of in accordance therewith or (B) distributed to the public pursuant to
      Rule 144 under the Act or any successor rule or regulation thereto that
      may be adopted by the Commission and (ii) any New Securities the resale of
      which by the Holder thereof requires compliance with the prospectus
      delivery requirements of the Act.

            "Registration Default Damages" shall have the meaning set forth in
      Section 8 hereof.

            "Registration Statement" shall mean any Exchange Offer Registration
      Statement or Shelf Registration Statement that covers any of the
      Securities or the New Securities pursuant to the provisions of this
      Agreement, any amendments and supplements to such registration statement,
      including post-effective amendments (in each case including the Prospectus
      contained therein), all exhibits thereto and all material incorporated by
      reference therein.

            "Securities" shall have the meaning set forth in the preamble
      hereto.

            "Shelf Registration Period" shall have the meaning set forth in
      Section 3(b)(ii) hereof.

            "Shelf Registration" shall mean a registration effected pursuant to
      Section 3 hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
      statement of the Issuers pursuant to the provisions of Section 3 hereof
      which covers some or all of the Securities or New Securities, as
      applicable, on an appropriate form under Rule 415 under the Act, or any
      similar rule that may be adopted by the Commission, amendments and
      supplements to such registration statement, including post-effective
      amendments, in each case including the Prospectus contained therein, all
      exhibits thereto and all material incorporated by reference therein.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Trustee" shall mean the trustee with respect to the Securities
      under the Indenture.

            "Underwriter" shall mean any underwriter of Securities in connection
      with an offering thereof under a Shelf Registration Statement.

            2. Registered Exchange Offer. (a) The Issuers shall prepare and, not
later than 210 days following the Closing Date (or if such 210th day is not a
Business Day, the next

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succeeding Business Day), shall use commercially reasonable efforts to file with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Issuers shall use commercially reasonable efforts
to cause the Exchange Offer Registration Statement to become effective under the
Act within 270 days of the Closing Date (or if such 270th day is not a Business
Day, the next succeeding Business Day).

            (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder
(i) is not an Affiliate of any of the Issuers, (ii) acquires the New Securities
in the ordinary course of such Holder's business, (iii) has no arrangements with
any person to participate in the distribution of the New Securities, (iv) is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer and (v) is not a Placement Agent holding Securities
that have the status of an unsold allotment remaining from the initial
distribution of the Securities) to trade such New Securities from and after
their receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

            (c) In connection with the Registered Exchange Offer, the Issuers
shall:

            (i) mail or cause to be mailed to each Holder a copy of the
      Prospectus forming part of the Exchange Offer Registration Statement,
      together with an appropriate letter of transmittal and related documents;

            (ii) keep the Registered Exchange Offer open for not less than 20
      Business Days after the date notice thereof is mailed to the Holders (or,
      in each case, longer if required by applicable law);

            (iii) use their commercially reasonable efforts to keep the Exchange
      Offer Registration Statement continuously effective under the Act,
      supplemented and amended as required under the Act, to ensure that it is
      available for sales of New Securities by Exchanging Dealers during the
      Exchange Offer Registration Period;

            (iv) utilize the services of a depositary for the Registered
      Exchange Offer with an address in the Borough of Manhattan in New York
      City, which may be the Trustee, the New Securities Trustee or an Affiliate
      of either of them;

            (v) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last Business Day on which
      the Registered Exchange Offer is open;

            (vi) prior to effectiveness of the Exchange Offer Registration
      Statement, provide a supplemental letter to the Commission (A) stating
      that the Issuers are conducting the Registered Exchange Offer in reliance
      on the position of the Commission in Exxon Capital Holdings Corporation
      (pub. avail. May 13, 1988), Morgan Stanley & Co., Inc. (pub. avail. June
      5, 1991) and (B) including a representation that the Issuers have not
      entered into any arrangement or understanding with any person to
      distribute the New Securities to be received in the Registered Exchange
      Offer and that, to the best of

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      the Issuers' information and belief, each Holder participating in the
      Registered Exchange Offer is acquiring the New Securities in the ordinary
      course of business and has no arrangement or understanding with any person
      to participate in the distribution of the New Securities; and

            (vii) comply in all respects with all laws applicable to the
      Registered Exchange Offer.

            (d) As soon as practicable after the close of the Registered
Exchange Offer, the Issuers shall:

            (i) accept for exchange all Securities tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer;

            (ii) deliver to the Trustee for cancellation in accordance with
      Section 4(r) hereof all Securities so accepted for exchange; and

            (iii) cause the New Securities Trustee promptly to authenticate and
      deliver to each Holder of Securities a principal amount of New Securities
      equal to the principal amount of the Securities of such Holder so accepted
      for exchange.

            (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley & Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from any Issuer or any Affiliate of any Issuer. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers that, at the time of the consummation of the Registered
Exchange Offer:

            (i) any New Securities received by such Holder shall be acquired in
      the ordinary course of business;

            (ii) such Holder shall have no arrangement or understanding with any
      person to participate in the distribution within the meaning of the Act of
      the Securities or the New Securities;

            (iii) such Holder is not an Affiliate of any Issuer; and

            (iv) if such Holder is an Exchanging Dealer, then such Holder will
      deliver a Prospectus in connection with a sale of any New Securities
      received by such Holder pursuant to the Registered Exchange Offer.

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            (f) If any Placement Agent determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Placement Agent, the Issuers shall issue and deliver to such Placement
Agent or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Placement
Agent, in exchange for such Securities, a like principal amount of New
Securities. The Issuers shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number and International Securities
Identification Number ("ISIN") for such New Securities as for New Securities
issued pursuant to the Registered Exchange Offer.

            3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within 300
days of the Closing Date; (iii) any Placement Agent so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than a Placement Agent) is not
eligible to participate in the Registered Exchange Offer; or (v) in the case of
any Placement Agent that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Placement Agent
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that a Placement Agent deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), the Issuers shall file and use their commercially reasonable
efforts to cause to become and keep effective a Shelf Registration Statement in
accordance with subsection (b) below.

            (b) (i) The Issuers shall as promptly as practicable, but in no
event later than 210 days after such filing obligation arises, use their
commercially reasonable efforts to file with the Commission and shall use their
commercially reasonable efforts to cause to be declared effective under the Act
within 270 days after such filing obligation arises, a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than a Placement Agent) shall be entitled to have the Securities held by
it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further that with respect to New Securities received
by a Placement Agent in exchange for Securities constituting any portion of an
unsold allotment, the Issuers may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of their obligations under this
subsection with respect thereto, and any

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such Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

            (ii) The Issuers shall use their commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period from the date the Shelf
Registration Statement is declared effective by the Commission until the
earliest of: (A) the second anniversary of the Closing Date, (B) the date upon
which all the Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or (C) the date upon which the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement become eligible for
resale, without regard to volume, manner of sale or other restrictions contained
in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case,
the "Shelf Registration Period"). The Issuers shall be deemed not to have used
their commercially reasonable efforts to keep the Shelf Registration Statement
effective during the Shelf Registration Period if they voluntarily take any
action that would result in Holders of Securities covered thereby not being able
to offer and sell such Securities at any time during the Shelf Registration
Period, unless such action is (x) required by applicable law or otherwise taken
by the Issuers in good faith and for valid business reasons (not including
avoidance of the Issuers' obligations hereunder), including the acquisition or
divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

            (iii) The Issuers shall cause the Shelf Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable
requirements of the Act and (B) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.

            4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

            (a) The Issuers shall:

                  (i) furnish to counsel for the Representatives and to counsel
            for the Holders, not less than two (2) Business Days prior to the
            filing thereof with the Commission, a copy of any Exchange Offer
            Registration Statement and any Shelf Registration Statement, and
            each amendment thereof and each amendment or supplement, if any, to
            the Prospectus included therein (including all documents
            incorporated by reference therein after the initial filing) and
            shall use their commercially reasonable efforts to reflect in each
            such document, when so filed with the Commission, such comments as
            counsel to the Holders or counsel for the Representatives reasonably
            propose;

                  (ii) include the information set forth in Annex A hereto on
            the facing page of the Exchange Offer Registration Statement, in
            Annex B hereto in the

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            forepart of the Exchange Offer Registration Statement in a section
            setting forth details of the Exchange Offer, in Annex C hereto in
            the underwriting or plan of distribution section of the Prospectus
            contained in the Exchange Offer Registration Statement and in Annex
            D hereto in the letter of transmittal delivered pursuant to the
            Registered Exchange Offer;

                  (iii) if requested by a Placement Agent, include the
            information required by Item 507 or 508, as applicable, of
            Regulation S-K in the Prospectus contained in the Exchange Offer
            Registration Statement or Shelf Registration Statement; and

                  (iv) in the case of a Shelf Registration Statement, include
            the names of the Holders that propose to sell Securities pursuant to
            the Shelf Registration Statement as selling security holders.

            (b) The Issuers shall use their commercially reasonable efforts to
      ensure that:

                  (i) any Registration Statement and any amendment thereto and
            any Prospectus forming part thereof and any amendment or supplement
            thereto complies in all material respects with the Act; and

                  (ii) any Registration Statement and any amendment thereto does
            not, when it becomes effective, contain an untrue statement of a
            material fact or omit to state a material fact required to be stated
            therein or necessary to make the statements therein not misleading.

            (c) The Issuers shall advise the Representatives, the Holders of
      Securities covered by any Shelf Registration Statement and any Exchanging
      Dealer under any Exchange Offer Registration Statement that has provided
      in writing to the Issuers a telephone or facsimile number and address for
      notices, and, if requested by any Representative or any such Holder or
      Exchanging Dealer, shall confirm such advice in writing (which notice
      pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
      to suspend the use of the Prospectus until the Issuers shall have remedied
      the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission after the effective date
            for any amendment or supplement to the Registration Statement or the
            Prospectus or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            institution of any proceeding for that purpose;

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                  (iv) of the receipt by any Issuer of any notification with
            respect to the suspension of the qualification of the securities
            included therein for sale in any jurisdiction or the institution or
            threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
            the Registration Statement or the Prospectus so that, as of such
            date, they (A) do not contain any untrue statement of a material
            fact and (B) do not omit to state a material fact required to be
            stated therein or necessary to make the statements therein (in the
            case of the Prospectus, in the light of the circumstances under
            which they were made) not misleading.

            (d) The Issuers shall use their commercially reasonable efforts to
      prevent the issuance of any order suspending the effectiveness of any
      Registration Statement or the qualification of the securities therein for
      sale in any jurisdiction and, if issued, to obtain as soon as possible the
      withdrawal thereof.

            (e) The Issuers shall furnish to each Holder of Securities covered
      by any Shelf Registration Statement, without charge, at least one (1) copy
      of such Shelf Registration Statement and any post-effective amendment
      thereto, including all material incorporated therein by reference, and, if
      the Holder so requests in writing, all exhibits thereto (including
      exhibits incorporated by reference therein).

            (f) The Issuers shall, during the Shelf Registration Period, deliver
      to each Holder of Securities covered by any Shelf Registration Statement,
      without charge, as many copies of the Prospectus (including the
      Preliminary Prospectus) included in such Shelf Registration Statement and
      any amendment or supplement thereto as such Holder may reasonably request.
      The Issuers consent to the use of the Prospectus or any amendment or
      supplement thereto by each of the selling Holders of Securities in
      connection with the offering and sale of the Securities covered by the
      Prospectus, or any amendment or supplement thereto, included in the Shelf
      Registration Statement.

            (g) The Issuers shall furnish to each Exchanging Dealer which so
      requests, without charge, at least one (1) conformed copy of the Exchange
      Offer Registration Statement and any post-effective amendments thereto,
      including all material incorporated by reference therein, and, if the
      Exchanging Dealer so requests in writing, all exhibits thereto (including
      exhibits incorporated by reference therein).

            (h) The Issuers shall promptly deliver to each Placement Agent, each
      Exchanging Dealer and each other person required to deliver a Prospectus
      during the Exchange Offer Registration Period, without charge, as many
      copies of the Prospectus included in such Exchange Offer Registration
      Statement and any amendments or supplements thereto as any such person may
      reasonably request. The Issuers consent to the use of the Prospectus or
      any amendments or supplements thereto by any Placement Agent, any
      Exchanging Dealer and any such other person that may be required to
      deliver a Prospectus following the Registered Exchange Offer in connection
      with the offering

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                                      -11-

      and sale of the New Securities covered by the Prospectus, or any amendment
      or supplement thereto, included in the Exchange Offer Registration
      Statement.

            (i) Prior to the Registered Exchange Offer or any other offering of
      Securities pursuant to any Registration Statement, the Issuers shall
      arrange, if necessary, for the registration or qualification of the
      Securities or the New Securities for sale under the laws of such
      jurisdictions as any Holder shall reasonably request and shall maintain
      such qualification in effect so long as required; provided that in no
      event shall any Issuer be obligated to qualify to do business in any
      jurisdiction where it is not then so qualified or to take any action that
      would subject it to service of process in suits, other than those arising
      out of the Initial Placement, the Registered Exchange Offer or any
      offering pursuant to a Shelf Registration Statement, in any such
      jurisdiction where it is not then so subject or to subject itself to
      taxation in excess of a nominal amount in respect of doing business in
      such jurisdiction.

            (j) The Issuers shall cooperate with the Holders of Securities to
      facilitate the timely preparation and delivery of certificates
      representing New Securities or Securities to be issued or sold pursuant to
      any Registration Statement free of any restrictive legends and in such
      denominations and registered in such names as Holders may request in
      writing at least three (3) Business Days prior to the closing date of any
      sales of New Securities.

            (k) (i) Upon the occurrence of any event contemplated by subsections
      (c) (ii) through (v) above, the Issuers shall promptly (or within the time
      period provided for by clause (ii) of this subsection (k), if applicable)
      prepare a post-effective amendment to the applicable Registration
      Statement or an amendment or supplement to the related Prospectus or file
      any other required document so that, as thereafter delivered to the
      Placement Agents of the Securities included therein, the Prospectus shall
      not include an untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading. In such circumstances, the period of
      effectiveness of the Exchange Offer Registration Statement provided for in
      Section 2 hereof shall be extended by the number of days from and
      including the date of the giving of a notice of suspension pursuant to
      Section 4(c) hereof to and including the date when the Placement Agents,
      the Holders of the Securities and any known Exchanging Dealer shall have
      received such amended or supplemented Prospectus pursuant to this Section
      4(k).

                  (ii) Upon the occurrence or existence of any pending corporate
            development or any other material event that, in the reasonable
            judgment of the Issuers, makes it appropriate to suspend the
            availability of a Shelf Registration Statement and the related
            Prospectus, the Issuers shall give notice (without notice of the
            nature or details of such events) to the Holders that the
            availability of the Shelf Registration is suspended and, upon actual
            receipt of any such notice, each Holder agrees not to sell any
            Registrable Securities pursuant to the Shelf Registration until such
            Holder's receipt of copies of the supplemented or amended Prospectus
            provided for in Section 3(a)(i) hereof, or until it is advised in
            writing

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            by the Issuers that the Prospectus may be used, and has received
            copies of any additional or supplemental filings that are
            incorporated or deemed incorporated by reference in such Prospectus.
            The period during which the availability of the Shelf Registration
            and any Prospectus is suspended (the "Deferral Period") (1) shall
            not exceed 60 consecutive days, (2) shall not occur more than three
            (3) times during any calendar year and (3) shall extend the number
            of days the Shelf Registration or any Prospectus is required to be
            available by an amount equal to the Deferral Period. Any
            Registration Default Damages payable pursuant to Section 8(a)(iii)
            shall cease to accrue during any Deferral Period.

            (l) Not later than the effective date of any Registration Statement,
      the Issuers shall provide a CUSIP number and ISIN for the Securities or
      the New Securities, as the case may be, registered under such Registration
      Statement, and provide the Trustee with printed certificates for such
      Securities or New Securities, in a form eligible for deposit with The
      Depository Trust Company.

            (m) The Issuers shall comply in all material respects with all
      applicable rules and regulations of the Commission and shall make
      generally available to their security holders earnings statements
      satisfying the provisions of Section 11(a) of the Act as soon as
      practicable after the effective date of the applicable Registration
      Statement.

            (n) The Issuers shall cause the Indenture or any New Securities
      Indenture to be qualified under the Trust Indenture Act as required by
      applicable law in a timely manner.

            (o) The Issuers may require each Holder of Securities to be sold
      pursuant to any Shelf Registration Statement to furnish to the Issuers
      such information regarding the Holder and the distribution of such
      Securities as the Issuers may from time to time reasonably require for
      inclusion in such Registration Statement. The Issuers may exclude from
      such Shelf Registration Statement the Securities of any Holder that fails
      to furnish such information within a reasonable time after receiving such
      request.

            (p) In the case of any Shelf Registration Statement, upon the
      request of the Majority Holders, the Issuers shall enter into customary
      agreements (including, if requested, one underwriting agreement in
      customary form) and take all other appropriate actions, if any, as the
      Majority Holders shall reasonably request in order to expedite or
      facilitate the registration or the disposition of the Securities, and in
      connection therewith, if an underwriting agreement is entered into, cause
      the same to contain indemnification provisions and procedures no less
      favorable than those set forth in Section 6 hereof.

            (q) In the case of any Shelf Registration Statement, the Issuers
      shall:

                  (i) make reasonably available for inspection at a location
            where they are normally kept and during normal business hours by the
            Majority Holders of Securities to be registered thereunder, any
            underwriter participating in any disposition pursuant to such
            Registration Statement and any attorney, accountant or other agent
            retained by such Holders or any such underwriter all relevant

<PAGE>
                                      -13-

            financial and other records and pertinent corporate documents of the
            Issuers and their subsidiaries;

                  (ii) use its commercially reasonable efforts to cause its
            officers, directors, employees, accountants and auditors to supply
            all relevant information reasonably requested by the Holders or any
            such underwriter, attorney, accountant or agent (each, an
            "Inspector") in connection with any such Registration Statement as
            is customary for similar due diligence examinations; provided,
            however, that such Inspector shall first agree in writing with the
            Issuers that any information that is reasonably and in good faith
            designated by the Issuers in writing as confidential at the time of
            delivery of such information shall be kept confidential by such
            Inspector, unless (1) disclosure of such information is required by
            court or administrative order or is necessary to respond to
            inquiries of regulatory authorities, (2) disclosure of such
            information is required by law (including any disclosure
            requirements pursuant to federal securities laws in connection with
            the filing of such Registration Statement or the use of any
            Prospectus), (3) such information becomes generally available to the
            public other than as a result of a disclosure or failure to
            safeguard such information by such person or (4) such information
            becomes available to such Inspector from a source other than the
            Issuers and such source is not known, after due inquiry, by the
            relevant Holder to be bound by a confidentiality agreement or is not
            otherwise under a duty of trust to the Issuers;

                  (iii) make such representations and warranties to the Holders
            of Securities registered thereunder and the underwriters, if any, in
            form, substance and scope as are customarily made by issuers to
            underwriters in primary underwritten offerings;

                  (iv) obtain opinions of counsel to the Issuers and updates
            thereof (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the Managing Underwriters, if
            any) addressed to each selling Holder and the underwriters, if any,
            covering such matters as are customarily covered in opinions
            requested in underwritten offerings and such other matters as may be
            reasonably requested by such Holders and underwriters;

                  (v) obtain "comfort" letters and updates thereof from the
            independent certified public accountants of Holdings (and, if
            necessary, any other independent certified public accountants of any
            subsidiary of Holdings or of any business acquired by Holdings for
            which financial statements and financial data are, or are required
            to be, included in the Registration Statement), addressed to each
            selling Holder of Securities registered thereunder and the
            underwriters, if any, in customary form and covering matters of the
            type customarily covered in "comfort" letters in connection with
            primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
            reasonably requested by the Majority Holders or the Managing
            Underwriters, if any, including those to evidence compliance with
            Section 4(k) hereof and with any

<PAGE>
                                      -14-

            customary conditions contained in the underwriting agreement or
            other agreement entered into by the Issuers.

            (r) If a Registered Exchange Offer is to be consummated, upon
      delivery of the Securities by Holders to the Company (or to such other
      person as directed by the Company) in exchange for the New Securities, the
      Company shall mark, or caused to be marked, on the Securities so exchanged
      that such Securities are being cancelled in exchange for the New
      Securities. In no event shall the Securities be marked as paid or
      otherwise satisfied.

            (s) The Issuers shall use their commercially reasonable best efforts
      to take all other steps necessary to effect the registration of the
      Securities or the New Securities, as the case may be, covered by a
      Registration Statement.

            5. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Shearman & Sterling LLP, but which may be
another nationally recognized law firm experienced in securities matters
designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, shall reimburse the Placement Agents for the reasonable fees and
disbursements of counsel acting in connection therewith, in each case which
counsel shall be approved by the Issuer (such approval not to be unreasonably
withheld). Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Securities or New Securities.

            6. Indemnification and Contribution. (a) The Issuers, jointly and
severally, agree to indemnify and hold harmless each Holder of Securities or New
Securities, as the case may be, covered by any Registration Statement, each
Placement Agent and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer, the directors, officers and
Affiliates of each such Holder, Placement Agent or Exchanging Dealer and each
person who controls any such Holder, Placement Agent or Exchanging Dealer within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed or in any
amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agree (subject to the
limitations set forth in the provisos to this sentence) to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Issuers will not
be liable in any such case to the

<PAGE>
                                      -15-

extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Issuers by or on behalf of the party claiming
indemnification specifically for inclusion therein; provided further that with
respect to any such untrue statement or alleged untrue statement or omission or
alleged omission from any preliminary Prospectus, the indemnity agreement
contained in this paragraph (a) shall not inure to the benefit of any Holder,
Placement Agent or Exchanging Dealer or any of their respective directors,
officers and Affiliates or control persons, from whom such person asserting such
loss, claim, damage or liability purchased the New Securities concerned, to the
extent that both (i) a copy of the final Prospectus was not sent or given to
such person at or prior to the written confirmation of the sale of the
Securities or New Securities to such person and (ii) the untrue statement in or
omission from such preliminary Prospectus was corrected in the final Prospectus
unless, in either case, such failure to deliver the final Prospectus was a
result of non-compliance by the Issuer with the provisions of Section 4 hereof.
This indemnity agreement shall be in addition to any liability that the Issuers
may otherwise have. The Issuers shall not be liable under this Section 6 to any
indemnified party regarding any settlement or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
is consented to by the Issuers, which consent shall not be unreasonably
withheld.

            (b) Each Holder of securities covered by a Registration Statement
(including each Placement Agent that is a Holder, in such capacity) severally
and not jointly agrees to indemnify and hold harmless the Issuers, each of their
respective directors, each of their respective officers who sign such
Registration Statement and each person who controls any Issuer within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Issuers by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability that any such Holder may otherwise have.

            (c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure to so notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel (including local counsel) of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel,
other than local counsel if not appointed by the indemnifying party, retained by
the indemnified party or parties except as set forth below); provided, however,
that

<PAGE>
                                      -16-

such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel (including
local counsel) to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest (based on the advice of counsel to the indemnified person); (ii) such
action includes both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded (based on the advice of
counsel to the indemnified person) that there may be legal defenses available to
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood and agreed that the indemnifying party shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for all indemnified parties. Any such
separate firm for any Placement Agent, its directors, officers and Affiliates
and any control person shall be designated in writing by CGMI and any such
separate firm for any of the Issuers, its respective directors, officers and
Affiliates and any control person shall be designated in writing by the Company.
An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include any
statement as to, or any concessions of, fault, culpability or failure to act by
or on behalf of any indemnified party.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively "Losses") to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Placement Agent be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Final Memorandum, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such

<PAGE>
                                      -17-

relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Issuers shall be
deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth in the Final Memorandum. Benefits received by
the Placement Agents shall be deemed to be equal to the total purchase discounts
and commissions as set forth on the cover page of the Final Memorandum, and
benefits received by any other Holders shall be deemed to be equal to the value
of receiving Securities or New Securities, as applicable, registered under the
Act. Benefits received by any underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as set forth on the cover page of
the Prospectus forming a part of the Registration Statement which resulted in
such Losses. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission and any other equitable considerations appropriate
in the circumstances. The parties agree that it would not be just and equitable
if the amount of such contribution were determined by pro rata allocation (even
if the Holders were treated as one entity for such purpose) or any other method
of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls any Issuer within the meaning of either the Act or the Exchange Act,
each officer of any Issuer who shall have signed the Registration Statement and
each director of any Issuer shall have the same rights to contribution as the
Issuers, subject in each case to the applicable terms and conditions of this
paragraph (d).

            (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Issuers or any of the indemnified persons referred to in this Section 6, and
will survive the sale by a Holder of securities covered by a Registration
Statement.

            7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters, if any, shall
be selected by the Majority Holders subject to the consent of the Issuer (which
shall not be unreasonably withheld), and the Holders of Securities or New
Securities covered by such Shelf Registration Statement shall be responsible for
all underwriting commissions and discounts.

            (b) No person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting

<PAGE>
                                      -18-

agreements and other documents reasonably required under the terms of such
underwriting arrangements.

            8. Registration Defaults. (a) If any of the following events shall
occur, then the Company shall pay liquidated damages (the "Registration Default
Damages") to the Holders of Securities in respect of the Securities as follows:

            (i) if (a) neither (x) the Registered Exchange Offer is completed
      within 300 days of the Closing Date, nor (y) if required, the Shelf
      Registration Statement is declared effective within 270 days of the date
      the filing obligation arises with respect to such Shelf Registration
      Statement, then Registration Default Damages shall accrue on the
      Registrable Securities at a rate of 0.25% per annum on the principal
      amount of such Registrable Securities for the first 90 days from and
      including such specified date and increasing by an additional 0.25% per
      annum at the beginning of each subsequent 90-day period thereafter;
      provided that Registration Default Damages in the aggregate under this
      Section 8 may not exceed 1.0% per annum of the principal amount of such
      Registrable Securities; or

            (ii) subject to the last sentence of Section 4(k)(ii) above, if the
      Shelf Registration Statement required by Section 3(a) of this Agreement
      has been declared effective but thereafter ceases to be effective at any
      time at which it is required to be effective under this Agreement and such
      failure to remain effective exists for more than 30 consecutive days or
      more than 60 days (whether or not consecutive) during the period for which
      the Shelf Registration Statement is required, then commencing on the 31st
      day or 61st day, as applicable, following the date on which such Shelf
      Registration Statement ceases to be effective, Registration Default
      Damages shall accrue on the Registrable Securities at a rate of 0.25% per
      annum of the principal amount of such Registrable Securities for the first
      90 days from and including such 31st day or 61st day, as applicable,
      following the date on which such Shelf Registration Statement ceases to be
      effective and increasing by an additional 0.25% per annum at the beginning
      of each subsequent 90-day period thereafter; provided that Registration
      Default Damages in the aggregate under this Section 8 may not exceed 1.0%
      per annum of the principal amount of such Registrable Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the
case of paragraph (i) above) and (2) the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of paragraph (ii)
above), Registration Default Damages shall cease to accrue.

            (b) The Issuers shall notify the Trustee within one Business Day
after each and every date on which an event occurs in respect of which
Registration Default Damages are required to be paid and within one Business Day
after such Registration Default Damages cease to accrue. Any amounts of
Registration Default Damages due pursuant to paragraphs (i) or (ii) of this
Section 8(a) will be payable in cash on each interest payment date specified by
the Indenture to the record holder entitled to receive the interest payment to
be made on such date, commencing with the first such date occurring after any
such Registration Default Damages commences to accrue.

<PAGE>
                                      -19-

            (c) The parties hereto agree that the liquidated damages in the form
of Registration Default Damages provided for in this Section 8 constitute a
reasonable estimate of and are intended to constitute the sole damages payable
under this Agreement that will be suffered by Holders of Securities by reason of
the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf
Registration Statement, if required hereby, to be declared effective, or (iii)
the Shelf Registration Statement to remain effective (and the prospectus
contained therein to remain usable), in each case to the extent required by this
Agreement.

            9. No Inconsistent Agreements. No Issuer has entered into, and each
Issuer agrees not to enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or that
otherwise conflicts with the provisions hereof.

            10. Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Issuers have
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that, with
respect to any matter that directly or indirectly affects the rights and
obligations of any Placement Agent hereunder, the Issuers shall obtain the
written consent of each such Placement Agent against which such amendment,
qualification, supplement, waiver or consent is to be effective; provided
further that no amendment, qualification, supplement, waiver or consent with
respect to Section 8 hereof shall be effective as against any Holder of
Registered Securities unless consented to in writing by such Holder; and
provided further that the provisions of this Article 10 may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Placement Agents and each Holder. Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

            11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

            (a) if to a Holder, at the most current address given by such Holder
      to the Issuers in accordance with the provisions of this Section 11, which
      address initially is, with respect to each Holder, the address of such
      Holder maintained by the Registrar (as such term is defined in the
      Indenture) under the Indenture;

            (b) if to the Representatives, initially at the address or addresses
      set forth in the Purchase Agreement; and

            (c) if to any Issuer, initially at its address set forth in the
      Purchase Agreement.

<PAGE>
                                      -20-

            All such notices and communications shall be deemed to have been
duly given when received.

            The Placement Agents or the Issuers by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

            12. Remedies. Each Holder, in addition to being entitled to exercise
all rights provided to it herein, in the Indenture or in the Purchase Agreement
or granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Issuers
agree that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by them of the provisions of this Agreement and
hereby agree to waive in any action for specific performance the defense that a
remedy at law would be adequate.

            13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective successors
and assigns, including, without the need for an express assignment or any
consent by the Issuers thereto, subsequent Holders of Securities and the New
Securities, and the indemnified persons referred to in Section 6 hereof. The
Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

            14. Counterparts. This Agreement may be signed in one or more
counterparts which may be delivered in original form or by telecopier, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.

            15. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

            17. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

            18. Securities Held by any Issuer, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by any Issuer or their Affiliates (other than subsequent
Holders of Securities or New Securities if such subsequent Holders are deemed to
be Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                            [Signature pages follow.]

<PAGE>
                                      -22-

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement by and among
the Issuers and the several Placement Agents.

                                    Very truly yours,

                                DRESSER-RAND GROUP INC.

                                By: /s/ Elizabeth C. Powers
                                    ----------------------------------------
                                    Name:  Elizabeth C. Powers
                                    Title: Vice President

                                DRESSER-RAND LLC

                                By: /s/ Elizabeth C. Powers
                                    ----------------------------------------
                                    Name:  Elizabeth C. Powers
                                    Title: Vice President

                                DRESSER-RAND COMPANY

                                By: /s/ Elizabeth C. Powers
                                    ----------------------------------------
                                    Name:  Elizabeth C. Powers
                                    Title: Vice President

                                DRESSER-RAND POWER LLC

                                By: /s/ Elizabeth C. Powers
                                    ----------------------------------------
                                    Name:  Elizabeth C. Powers
                                    Title: Vice President

                                DRESSER-RAND GLOBAL SERVICES, LLC

                                By: /s/ Elizabeth C. Powers
                                    ----------------------------------------
                                    Name:  Elizabeth C. Powers
                                    Title: Vice President

<PAGE>
                                      -23-

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written:

Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
Bear, Stearns & Co. Inc.
Natexis Bleichroeder Inc.
Sovereign Securities Corporation, LLC
Daiwa Securities America Inc.

  As Representatives of the Placement Agents

By: Morgan Stanley & Co. Incorporated

By: /s/ Bryan W. Andrzejewski
    ----------------------------------------
    Name:  Bryan W. Andrzejewski
    Title: Executive Director

<PAGE>

                                                                         ANNEX A

            Each broker-dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it shall deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a Prospectus, a
broker-dealer shall not be deemed to admit that it is an "underwriter" within
the meaning of the Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
New Securities received in exchange for Securities where such Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The Issuers have agreed that, for a period of 180 days after
consummation of the Registered Exchange Offer, they shall make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."

                                      A-1
<PAGE>

                                                                         ANNEX B

            Each broker-dealer that receives New Securities for its own account
in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it shall deliver a Prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                      B-1
<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

            Each broker-dealer that receives New Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a Prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, for a period of 180 days after the consummation of the Registered Exchange
Offer, they will make this Prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition, until
__________, 20___, all dealers effecting transactions in the New Securities may
be required to deliver a Prospectus.

            The Issuers will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the New Securities or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Securities. Any broker-dealer that resells New Securities that were received by
it for its own account pursuant to the Registered Exchange Offer and any broker
or dealer that participates in a distribution of such New Securities may be
deemed to be an "underwriter" within the meaning of the Act and any profit of
any such resale of New Securities and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a Prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Act.

            For a period of 180 days after the consummation of the Registered
Exchange Offer, the Issuers will promptly send additional copies of this
Prospectus and any amendments or supplements to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The
Issuers have agreed to pay all expenses incident to the Registered Exchange
Offer (including the expenses of one counsel for the holder of the Securities)
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Act.

            [If applicable, add information required by Regulation S-K Items 507
and/or 508.]

                                      C-1
<PAGE>

                                                                         ANNEX D

                LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1.    PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND
      WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
      ANY AMENDMENTS OR SUPPLEMENTS THERETO.

            Name:     ___________________________
            Address:  ___________________________
                      ___________________________

2.    If the undersigned is not a Broker-Dealer, the undersigned represents that
      it acquired the New Securities in the ordinary course of its business, it
      is not engaged in, and does not intend to engage in, a distribution of New
      Securities and it has no arrangements or understandings with any person to
      participate in a distribution of the New Securities. If the undersigned is
      a Broker-Dealer that will receive New Securities for its own account in
      exchange for Securities, it represents that the Securities to be exchanged
      for New Securities were acquired by it as a result of market-making
      activities or other trading activities and acknowledges that it shall
      deliver a Prospectus in connection with any resale of such New Securities;
      however, by so acknowledging and by delivering a Prospectus, the
      undersigned shall not be deemed to admit that it is an "underwriter"
      within the meaning of the Act.

                                      D-1