<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

--------------------------------------------------------------------------------

                             DRESSER-RAND GROUP INC.

                                  $420,000,000

                    7-3/8% SENIOR SUBORDINATED NOTES DUE 2014

                            -------------------------

                                    INDENTURE

                          Dated as of October 29, 2004

                            -------------------------

                                 Citibank, N.A.

                                     Trustee

                           --------------------------

--------------------------------------------------------------------------------

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                  Indenture Section
<S>                                                                           <C>
310 (a)(1)................................................................    7.10
    (a)(2)................................................................    7.10
    (a)(3)................................................................    N.A.
    (a)(4)................................................................    N.A.
    (a)(5)................................................................    7.10
    (b)...................................................................    7.10
    (c)...................................................................    N.A.
311 (a)...................................................................    7.11
    (b)...................................................................    7.11
    (c)...................................................................    N.A.
312 (a)...................................................................    2.05
    (b)...................................................................    13.03
    (c)...................................................................    13.03
313 (a)...................................................................    7.06
    (b)(1)................................................................    N.A.
    (b)(2)................................................................    7.06; 7.07
    (c)...................................................................    7.06; 13.02
    (d)...................................................................    7.06
314 (a)...................................................................    4.03; 13.02; 13.05
    (b)...................................................................    N.A.
    (c)(1)................................................................    13.04
    (c)(2)................................................................    13.04
    (c)(3)................................................................    N.A.
    (d)...................................................................    N.A.
    (e)...................................................................    13.05
    (f)...................................................................    N.A.
315 (a)...................................................................    7.01
    (b)...................................................................    7.05; 13.02
    (c)...................................................................    7.01
    (d)...................................................................    7.01
    (e)...................................................................    6.11
316 (a) (last sentence)...................................................    2.09
    (a)(1)(A).............................................................    6.05
    (a)(1)(B).............................................................    6.04
    (a)(2)................................................................    N.A.
    (b)...................................................................    6.07
    (c)...................................................................    2.12
317 (a)(1)................................................................    6.08
    (a)(2)................................................................    6.09
    (b)...................................................................    2.04
318 (a)...................................................................    13.01
    (b)...................................................................    N.A.
    (c)...................................................................    13.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
                                                     ARTICLE 1

                                    DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01          Definitions................................................................................     1
Section 1.02          Other Definitions..........................................................................    34
Section 1.03          Incorporation by Reference of Trust Indenture Act..........................................    34
Section 1.04          Rules of Construction......................................................................    35

                                                     ARTICLE 2

                                                     THE NOTES

Section 2.01          Form and Dating............................................................................    35
Section 2.02          Execution and Authentication...............................................................    37
Section 2.03          Registrar and Paying Agent.................................................................    37
Section 2.04          Paying Agent to Hold Money in Trust........................................................    37
Section 2.05          Holder Lists...............................................................................    38
Section 2.06          Transfer and Exchange......................................................................    38
Section 2.07          Replacement Notes..........................................................................    52
Section 2.08          Outstanding Notes..........................................................................    53
Section 2.09          Treasury Notes.............................................................................    53
Section 2.10          Temporary Notes............................................................................    53
Section 2.11          Cancellation...............................................................................    54
Section 2.12          Defaulted Interest.........................................................................    54
Section 2.13          CUSIP Numbers..............................................................................    54

                                                     ARTICLE 3

                                             REDEMPTION AND PREPAYMENT

Section 3.01          Notices to Trustee.........................................................................    55
Section 3.02          Selection of Notes to Be Redeemed..........................................................    55
Section 3.03          Notice of Redemption.......................................................................    56
Section 3.04          Effect of Notice of Redemption.............................................................    56
Section 3.05          Deposit of Redemption Price................................................................    57
Section 3.06          Notes Redeemed in Part.....................................................................    57
Section 3.07          Optional Redemption........................................................................    57
Section 3.08          Mandatory Redemption.......................................................................    58
Section 3.09          Intentionally Omitted......................................................................    58
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
                                                     ARTICLE 4

                                                     COVENANTS

Section 4.01          Payment of Notes...........................................................................     58
Section 4.02          Maintenance of Office or Agency............................................................     59
Section 4.03          Reports....................................................................................     59
Section 4.04          Compliance Certificate.....................................................................     60
Section 4.05          Intentionally Omitted......................................................................     60
Section 4.06          Limitation on Incurrence of Senior Subordinated Indebtedness...............................     60
Section 4.07          Restricted Payments........................................................................     61
Section 4.08          Dividend and Other Payment Restrictions Affecting Subsidiaries.............................     66
Section 4.09          Incurrence of Indebtedness and Issuance of Preferred Equity................................     68
Section 4.10          Asset Sales................................................................................     72
Section 4.11          Transactions with Affiliates...............................................................     75
Section 4.12          Liens......................................................................................     78
Section 4.13          Business Activities........................................................................     78
Section 4.14          Intentionally Omitted......................................................................     78
Section 4.15          Offer to Repurchase upon Change of Control.................................................     78
Section 4.16          Payments for Consent.......................................................................     80
Section 4.17          Additional Note Guarantees.................................................................     80
Section 4.18          Designation of Restricted and Unrestricted Subsidiaries....................................     81
Section 4.19          Changes in Covenants upon Notes Being Rated Investment Grade...............................     81

                                                     ARTICLE 5

                                                    SUCCESSORS

Section 5.01          Merger, Consolidation, or Sale of Assets...................................................     82
Section 5.02          Successor Substituted......................................................................     83

                                                     ARTICLE 6

                                               DEFAULTS AND REMEDIES

Section 6.01          Events of Default..........................................................................     83
Section 6.02          Acceleration...............................................................................     85
Section 6.03          Other Remedies.............................................................................     86
Section 6.04          Waiver of Past Defaults....................................................................     86
Section 6.05          Control by Majority........................................................................     87
Section 6.06          Limitation on Suits........................................................................     87
Section 6.07          Rights of Holders of Notes to Receive Payment..............................................     87
Section 6.08          Collection Suit by Trustee.................................................................     87
Section 6.09          Trustee May File Proofs of Claim...........................................................     88
Section 6.10          Priorities.................................................................................     88
Section 6.11          Undertaking for Costs......................................................................     89
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
                                                     ARTICLE 7

                                                      TRUSTEE

Section 7.01          Duties of Trustee.........................................................................      89
Section 7.02          Rights of Trustee.........................................................................      90
Section 7.03          Individual Rights of Trustee..............................................................      91
Section 7.04          Trustee's Disclaimer......................................................................      91
Section 7.05          Notice of Defaults........................................................................      92
Section 7.06          Reports by Trustee to Holders of the Notes................................................      92
Section 7.07          Compensation and Indemnity................................................................      92
Section 7.08          Replacement of Trustee....................................................................      93
Section 7.09          Successor Trustee by Merger, Etc..........................................................      94
Section 7.10          Eligibility; Disqualification.............................................................      94
Section 7.11          Preferential Collection of Claims Against the Company.....................................      95

                                                     ARTICLE 8

                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01          Option to Effect Legal Defeasance or Covenant Defeasance..................................      95
Section 8.02          Legal Defeasance and Discharge............................................................      95
Section 8.03          Covenant Defeasance.......................................................................      96
Section 8.04          Conditions to Legal or Covenant Defeasance................................................      96
Section 8.05          Deposited Money and Government Securities to Be Held in Trust; Other
                         Miscellaneous Provisions...............................................................      97
Section 8.06          Repayment to Company......................................................................      98
Section 8.07          Reinstatement.............................................................................      98

                                                     ARTICLE 9

                                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01          Without Consent of Holders of Notes.......................................................      99
Section 9.02          With Consent of Holders of Notes..........................................................     100
Section 9.03          Compliance with Trust Indenture Act.......................................................     101
Section 9.04          Revocation and Effect of Consents.........................................................     101
Section 9.05          Notation on or Exchange of Notes..........................................................     102
Section 9.06          Trustee to Sign Amendments, Etc...........................................................     102

                                                    ARTICLE 10

                                                   SUBORDINATION

Section 10.01         Agreement to Subordinate..................................................................     102
Section 10.02         Liquidation; Dissolution; Bankruptcy......................................................     103
Section 10.03         Default on Designated Senior Indebtedness.................................................     103
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
Section 10.04         Acceleration of Notes.....................................................................     104
Section 10.05         When Distribution Must Be Paid Over.......................................................     104
Section 10.06         Notice by the Company.....................................................................     104
Section 10.07         Subrogation...............................................................................     105
Section 10.08         Relative Rights...........................................................................     105
Section 10.09         Subordination May Not Be Impaired by the Company..........................................     105
Section 10.10         Rights of Trustee and Paying Agent........................................................     105
Section 10.11         Authorization to Effect Subordination.....................................................     106

                                                    ARTICLE 11

                                                  NOTE GUARANTEES

Section 11.01         Guarantee.................................................................................     106
Section 11.02         Limitation on Guarantor Liability.........................................................     107
Section 11.03         Intentionally Omitted.....................................................................     108
Section 11.04         Guarantors May Consolidate, Etc., on Certain Terms........................................     108
Section 11.05         Releases..................................................................................     108
Section 11.06         Subordination of Note Guarantee...........................................................     109

                                                    ARTICLE 12

                                            SATISFACTION AND DISCHARGE

Section 12.01         Satisfaction and Discharge................................................................     109
Section 12.02         Application of Trust Money................................................................     110

                                                    ARTICLE 13

                                                   MISCELLANEOUS

Section 13.01         Trust Indenture Act Controls..............................................................     111
Section 13.02         Notices...................................................................................     111
Section 13.03         Communication by Holders of Notes with Other Holders of Notes.............................     112
Section 13.04         Certificate and Opinion as to Conditions Precedent........................................     112
Section 13.05         Statements Required in Certificate or Opinion.............................................     113
Section 13.06         Rules by Trustee and Agents...............................................................     113
Section 13.07         No Personal Liability of Directors, Officers, Employees and Stockholders..................     113
Section 13.08         Governing Law.............................................................................     113
Section 13.09         Successors................................................................................     114
Section 13.10         Severability..............................................................................     114
Section 13.11         Counterpart Originals.....................................................................     114
Section 13.12         Table of Contents, Headings, Etc..........................................................     114
</TABLE>

                                      -iv-

<PAGE>

EXHIBITS

Exhibit A   FORM OF GLOBAL NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E   FORM OF SUPPLEMENTAL INDENTURE

                                       -v-

<PAGE>

            INDENTURE dated as of October 29, 2004 among Dresser-Rand Group
Inc., a Delaware corporation (the "Company"), the Guarantors (as defined) and
Citibank, N.A., a national association, as trustee.

            The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of (a) the $420,000,000 aggregate principal amount of the Company's
7-3/8% Senior Subordinated Notes due 2014 (the "Initial Notes"), (b) any
Additional Notes (as defined herein) that may be issued after the date hereof
and (c) if and when issued pursuant to the Registration Rights Agreement (as
defined herein), the Company's Exchange Notes (as defined herein) issued in the
Registered Exchange Offer (as defined herein) in exchange for any outstanding
Initial Notes or Additional Notes (all such securities in clauses (a), (b) and
(c) being referred to collectively as the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

            "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

            "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
      Person is merged with or into or became a Restricted Subsidiary of such
      specified Person, whether or not such Indebtedness is incurred in
      connection with, or in contemplation of, such other Person merging with or
      into, or becoming a Restricted Subsidiary of, such specified Person; and

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
      such specified Person.

            "Additional Interest" means all Additional Interest then owing
pursuant to the Registration Rights Agreement.

            "Additional Notes" means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09
hereof, as part of the same series as the Initial Notes.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or

<PAGE>

otherwise. For purposes of this definition, the terms "controlling," "controlled
by" and "under common control with" have correlative meanings.

            "Agent" means any Registrar, co-registrar, Paying Agent or
additional paying agent.

            "Applicable Premium" means, with respect to any Note on any
redemption date, the greater of:

            (1) 1.0% of the principal amount of the Note; or

            (2) the excess of: (a) the present value at the redemption date of
      (i) the redemption price of the Note at November 1, 2009, (such redemption
      price being set forth in the table appearing in Section 3.07(c) hereof)
      plus (ii) all required interest payments due on the Note through November
      1, 2009, (excluding accrued but unpaid interest to the applicable
      redemption date), computed using a discount rate equal to the Treasury
      Rate as of such redemption date plus 50 basis points; over (b) the
      principal amount of the Note.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

            "Asset Acquisition" means:

            (1) an Investment by the Company or any Restricted Subsidiary of the
      Company in any other Person pursuant to which such Person shall become a
      Restricted Subsidiary of the Company or any Restricted Subsidiary of the
      Company, or shall be merged with or into or consolidated with the Company
      or any Restricted Subsidiary of the Company; or

            (2) the acquisition by the Company or any Restricted Subsidiary of
      the Company of the assets of any Person (other than a Restricted
      Subsidiary of the Company) which constitute all or substantially all of
      the assets of such Person or comprise any division or line of business of
      such Person or any other properties or assets of such Person other than in
      the ordinary course of business.

            "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
      or rights; provided that the sale, lease, conveyance or other disposition
      of all or substantially all of the assets of the Company and its
      Restricted Subsidiaries taken as a whole will be governed by Section 4.15
      hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and

            (2) the issuance or sale of Equity Interests in any of the Company's
      Restricted Subsidiaries.

                                       -2-

<PAGE>

            Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

            (1) any single transaction or series of related transactions that
      involves assets or Equity Interests of any Restricted Subsidiary having a
      Fair Market Value of less than $5.0 million;

            (2) a transfer of assets between or among the Company and any of its
      Restricted Subsidiaries;

            (3) an issuance or sale of Equity Interests by a Restricted
      Subsidiary of the Company to the Company or to another Restricted
      Subsidiary of the Company;

            (4) the sale or lease of inventory, products or services or the
      lease, assignment or sub-lease of any real or personal property in the
      ordinary course of business;

            (5) the sale or discounting of accounts receivable in the ordinary
      course of business;

            (6) any sale or other disposition of damaged, worn-out, obsolete or
      no longer useful assets or properties in the ordinary course of business;

            (7) any sale of assets received by the Company or any of its
      Restricted Subsidiaries upon the foreclosure on a Lien;

            (8) the sale or other disposition of cash, Cash Equivalents or
      Marketable Securities;

            (9) a sale of accounts receivable and related assets of the type
      specified in the definition of "Receivables Financing" to a Receivables
      Subsidiary in a Qualified Receivables Financing;

            (10) a transfer of accounts receivable and related assets of the
      type specified in the definition of "Receivables Financing" (or a
      fractional undivided interest therein) by a Receivables Subsidiary in a
      Qualified Receivables Financing;

            (11) a Restricted Payment that does not violate Section 4.07 hereof
      or any Permitted Investment;

            (12) any sale of Equity Interests in, or Indebtedness or other
      securities of, an Unrestricted Subsidiary;

            (13) the granting of Liens not otherwise prohibited by this
      Indenture;

            (14) the surrender, or waiver of contract rights or settlement,
      release or surrender of contract, tort or other claims; and

                                       -3-

<PAGE>

            (15) any exchange of assets related to a Permitted Business of
      comparable market value, as determined in good faith by the Company.

            "Bank Agent" means the agent for the lenders under the Credit
Agreement or its successors as agent for the lenders under the Credit Agreement.

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

            "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

            "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of
      such board;

            (2) with respect to (i) a limited partnership, the Board of
      Directors or other governing body of the general partner of the
      partnership and (ii) with respect to a general partnership, the general
      partners or other persons authorized to act as such pursuant to the
      partnership agreement;

            (3) with respect to a limited liability company, the Board of
      Directors or other governing body, and in the absence of the same, the
      manager or board of managers or the managing member or members or any
      controlling committee thereof; and

            (4) with respect to any other Person, the board or committee of such
      Person serving a similar function.

            "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

            "Business Day" means a day other than a Saturday, Sunday or other
day on which banking institutions are authorized or required by law to close in
New York State.

            "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet
(excluding the footnotes thereto) prepared in accordance with GAAP.

            "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

                                       -4-

<PAGE>

            (2) in the case of an association or business entity that is not a
      corporation, any and all shares, interests, participations, rights or
      other equivalents (however designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
      partnership interests (whether general or limited) or membership
      interests; and

            (4) any other interest or participation that confers on a Person the
      right to receive a share of the profits and losses of, or distributions of
      assets of, the issuing Person, but excluding from all of the foregoing any
      debt securities convertible into Capital Stock, whether or not such debt
      securities include any right of participation with Capital Stock.

            "Cash Contributions" means the aggregate amount of cash
      contributions made to the capital of the Company or any Guarantor
      described in the definition of "Contribution Indebtedness."

            "Cash Equivalents" means:

            (1) United States dollars or, in the case of any Foreign Subsidiary,
      such local currencies held by it from time to time in the ordinary course
      of business;

            (2) securities issued or directly and fully guaranteed or insured by
      the United States government or any agency or instrumentality of the
      United States government (provided that the full faith and credit of the
      United States is pledged in support of those securities) having maturities
      of not more than one year from the date of acquisition;

            (3) certificates of deposit, time deposits and eurodollar time
      deposits with maturities of one year or less from the date of acquisition,
      bankers' acceptances with maturities not exceeding one year and overnight
      bank deposits, in each case, with any lender party to the Credit Agreement
      or with any domestic commercial bank having capital and surplus in excess
      of $500.0 million and a rating at the time of acquisition thereof of P-1
      or better from Moody's or A-1 or better from S&P;

            (4) repurchase obligations for underlying securities of the types
      described in clauses (2) and (3) above entered into with any financial
      institution meeting the qualifications specified in clause (3) above;

            (5) commercial paper having one of the two highest ratings
      obtainable from Moody's or S&P and, in each case, maturing within one year
      after the date of acquisition;

            (6) securities issued or fully guaranteed by any state or
      commonwealth of the United States, or by any political subdivision or
      taxing authority thereof having one of the two highest ratings obtainable
      from Moody's or S&P, and, in each case, maturing within one year after the
      date of acquisition;

            (7) money market funds at least 95% of the assets of which
      constitute Cash Equivalents of the kinds described in clauses (1) through
      (5) of this definition;

                                       -5-

<PAGE>

            (8) Indebtedness or Preferred Stock issued by Persons with a rating
      of "A" or higher from S&P or "A-2" from Moody's; and

            (9) in the case of any Foreign Subsidiary, investments denominated
      in the currency of the jurisdiction in which that Foreign Subsidiary is
      organized or has its principal place of business, which are similar to and
      have similar ratings from similar rating agencies to the items specified
      in clauses (2), (3), (4), (6), (7), and (8).

            "Change of Control" means the occurrence of any of the following:

            (1) the direct or indirect sale, transfer, conveyance or other
      disposition (other than by way of merger or consolidation), in one or a
      series of related transactions, of all or substantially all of the
      properties or assets of the Company and its Restricted Subsidiaries, in
      each case, taken as a whole, to any "person" (as that term is used in
      Section 13(d)(3) of the Exchange Act), other than the Permitted Holders;

            (2) the adoption of a plan relating to the liquidation or
      dissolution of the Company;

            (3) the consummation of any transaction (including, without
      limitation, any merger or consolidation), the result of which is that any
      "person" or "group" (as such terms are used in sections 13(d) and 14(d) of
      the Exchange Act), other than the Permitted Holders, becomes the
      Beneficial Owner, directly or indirectly, of more than 50% of the voting
      power of the Voting Stock of the Company; or

            (4) the first day on which a majority of the members of the Board of
      Directors of Holdings or the Company are not Continuing Directors.

            "Clearstream" means Clearstream Banking, S.A. and any successor
thereto.

            "Company" means Dresser-Rand Group Inc., a Delaware corporation and
any and all successors thereto.

            "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period (A)
plus, without duplication to the extent the same was excluded in calculating
Consolidated Net Income:

            (1) provision for taxes based on income, profits or capital of such
      Person and its Restricted Subsidiaries for such period, to the extent that
      such provision for taxes was deducted in computing such Consolidated Net
      Income; plus

            (2) the Fixed Charges of such Person and its Restricted Subsidiaries
      for such period, to the extent that such Fixed Charges were deducted in
      computing such Consolidated Net Income; plus

            (3) depreciation, amortization (including amortization of
      intangibles, deferred financing fees and any amortization expense included
      in pension, OPEB or other employee benefit expenses) and other non-cash
      expenses (including without limitation

                                       -6-

<PAGE>

      write-downs and impairment of property, plant, equipment and intangibles
      and other long-lived assets and the impact of purchase accounting on such
      Person and its Restricted Subsidiaries for such period) to the extent that
      such depreciation, amortization and other non-cash expenses were deducted
      in computing such Consolidated Net Income; plus

            (4) the amount of any restructuring charges (which, for the
      avoidance of doubt, shall include retention, severance, systems
      establishment cost or excess pension, other post employment benefits,
      curtailment or other excess charges); plus

            (5) the minority interest expense consisting of subsidiary income
      attributable to minority equity interests of third parties in any
      non-wholly-owned subsidiary in such period or any prior period, except to
      the extent of dividends declared or paid on Equity Interests held by third
      parties; plus

            (6) the amount of management, consulting, monitoring and advisory
      fees and related expenses paid to the Permitted Holders (or any accruals
      related to such fees and related expenses) during such period; provided
      that such amount shall not exceed in any four quarter period the greater
      of (x) $5.0 million and (y) 2% of Consolidated Cash Flow of the Company
      and its Restricted Subsidiaries for each period; plus

            (7) equity earnings losses in affiliates; plus

            (8) other non-operating expenses; plus

            (9) accretion of asset retirement obligations in accordance with
      SFAS No. 143, Accounting for Asset Retirement Obligations, and any similar
      accounting in prior periods; minus

            (B) (1) non-cash items increasing such Consolidated Net Income for
such period, other than any items which represent the reversal in such period of
any accrual of, or cash reserve for, anticipated charges in any prior period
where such accrual or reserve is no longer required; (2) an amount representing
non-cash income from the reversal of the Equistar legal reserve of $4.5 million
in the first quarter of 2004; and (3) an additional amount not to exceed $3.6
million in the fourth quarter of 2003

            in each case determined in accordance with GAAP.

            "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

            (1) any net after-tax extraordinary, unusual or nonrecurring gains
      or losses (less all fees and expenses relating thereto) or income or
      expense or charge (including, without limitation, income and expenses from
      the New York state grant, SFAS 106 expense, pension expense, excess
      corporate and tax department allocations from Ingersoll-Rand, casualty
      losses, severance expenses, relocation expenses, other restructuring
      expenses, special provisions to increase the obsolete and slow-moving
      inventory reserve, and losses on contracts in Nigeria), including, without
      limitation, any

                                       -7-

<PAGE>

      severance expense, and fees, expenses or charges related to any offering
      of Equity Interests of such Person, any Investment, acquisition or
      Indebtedness permitted to be incurred hereunder (in each case, whether or
      not successful), including all fees, expenses, charges and change in
      control payments related to the Transactions, in each case shall be
      excluded;

            (2) any net after-tax income or loss from discontinued operations
      and any net after-tax gain or loss on disposal of discontinued operations
      shall be excluded;

            (3) any net after-tax gains or losses (less all fees and expenses or
      charges relating thereto) attributable to business dispositions or asset
      dispositions other than in the ordinary course of business (as determined
      in good faith by the Board of Directors of the Company) shall be excluded;

            (4) any net after-tax income or loss (less all fees and expenses or
      charges relating thereto) attributable to the early extinguishment of
      indebtedness and Hedging Obligations shall be excluded;

            (5) (A) the Net Income for such period of any Person that is not a
      Restricted Subsidiary, or that is accounted for by the equity method of
      accounting, shall be included only to the extent of the amount of
      dividends or distributions or other payments in respect of equity that are
      actually paid in cash (or to the extent converted into cash) by the
      referent Person to the Company or a Restricted Subsidiary thereof in
      respect of such period and (B) the Net Income for such period shall
      include any dividend, distribution or other payments in respect of equity
      paid in cash by such Person to the Company or a Restricted Subsidiary
      thereof in excess of the amount included in clause (A);

            (6) any non-cash charges from the application of the purchase method
      of accounting in connection with the Transactions or any future
      acquisition, to the extent that any such charges are deducted in computing
      such Consolidated Net Income, shall be excluded;

            (7) accruals and reserves that are established within twelve months
      after the acquisition's Closing Date (as defined in Purchase Agreement)
      and that are so required to be established in accordance with GAAP shall
      be excluded;

            (8) any non-cash impairment charges resulting from the application
      of Statements of Financial Accounting Standards No. 142 and No. 144 and
      the amortization of intangibles pursuant to Statement of Financial
      Accounting Standards No. 141 shall be excluded;

            (9) any long-term incentive plan accruals and any non-cash
      compensation expense realized from grants of stock appreciation or similar
      rights, stock options or other rights to officers, directors and employees
      of such Person or any of its Restricted Subsidiaries shall be excluded;

            (10) solely for the purpose of determining the amount available for
      Restricted Payments under Section 4.07(a)(C)(i) hereof, the Net Income of
      any Restricted

                                       -8-

<PAGE>

      Subsidiary that is not a Guarantor will be excluded to the extent that the
      declaration or payment of dividends or similar distributions by that
      Restricted Subsidiary of that Net Income is not at the date of
      determination permitted without any prior governmental approval (that has
      not been obtained) or, directly or indirectly, by operation of the terms
      of its charter or any agreement, instrument, judgment, decree, order,
      statute, rule or governmental regulation applicable to that Restricted
      Subsidiary or its stockholders or members, unless such restriction with
      respect to the payment of dividends or similar distributions has been
      legally waived; provided that Consolidated Net Income of such Person shall
      be increased by the amount of dividends or distributions or other payments
      that are actually paid in cash (or to the extent converted into cash) by
      such Person to the Company or another Restricted Subsidiary thereof in
      respect of such period, to the extent not already included therein; and

            (11) the cumulative effect of a change in accounting principles will
      be excluded.

            "Contingent Obligations" means, with respect to any Person, any
obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness ("primary obligations") of any
other Person in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent:

            (1) to purchase any such primary obligation or any property
      constituting direct or indirect security thereof,

            (2) to advance or supply funds (A) for the purchase or payment of
      any such primary obligation or (B) to maintain working capital or equity
      capital of the primary obligor or otherwise to maintain the net worth or
      solvency of the primary obligor; or

            (3) to purchase property, securities or services primarily for the
      purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such obligation against
      loss in respect thereof.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or any Parent, as the case may
be, who:

            (1) was a member of such Board of Directors on the date of this
      Indenture, or

            (2) was nominated for election or elected to such Board of Directors
      by one or more of the Equity Investors or with the approval of a majority
      of the Continuing Directors who were members of such Board at the time of
      such nomination or election.

            "Contribution Indebtedness" means Indebtedness of the Company or any
Guarantor in an aggregate principal amount not greater than twice the aggregate
amount of cash contributions (other than Excluded Contributions) made to the
equity capital of the Company or such Guarantor after the date of this
Indenture, provided that:

                                       -9-

<PAGE>

            (1) if the aggregate principal amount of such Contribution
      Indebtedness is greater than one times such cash contributions to the
      equity capital of the Company or such Guarantor, as applicable, the amount
      in excess shall be Indebtedness (other than secured Indebtedness) with a
      Stated Maturity later than the Stated Maturity of the Notes, and

            (2) such Contribution Indebtedness (x) is incurred within 180 days
      after the making of such cash contributions and (y) is designated as
      Contribution Indebtedness pursuant to an Officers' Certificate on the
      incurrence date thereof.

            "Corporate Trust Office of the Trustee" will be at the address of
the Trustee specified in Section 13.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "Credit Agreement" means that certain credit agreement, dated the
Issue Date, by and among the Company, the guarantors named therein, Citicorp
North America, Inc., as administrative agent, Citigroup Global Markets Inc., as
joint lead arranger and joint book manager, Morgan Stanley Senior Funding, Inc.,
as joint lead arranger, joint book manager and co-syndication agent, UBS
Securities LLC, as joint lead arranger and joint book manager, UBS AG, Stamford
Branch, as co-syndication agent, and each of the other lender parties thereto,
providing for $395 million of term loans and up to $300 million of revolving
credit borrowings and letters of credit, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended, restated, modified,
renewed, refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time in one or more agreements or
indentures (in each case with the same or new lenders or institutional
investors), including any agreement or indenture extending the maturity thereof
or otherwise restructuring all or any portion of the Indebtedness thereunder or
increasing the amount loaned or issued thereunder or altering the maturity
thereof.

            "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time in
one or more agreement or indentures (in each case with the same or new lenders
or institutional investors), including any agreement or indenture extending the
maturity thereof or otherwise restructuring all or any portion of the
indebtedness thereunder or increasing the amount loaned or issued thereunder or
altering the maturity thereof.

            "Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

            "Default" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

                                      -10-

<PAGE>

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
"Designated Non-cash Consideration" pursuant to an Officers' Certificate,
setting forth the basis of such valuation, less the amount of cash or Cash
Equivalents received in connection with a subsequent sale of such Designated
Non-cash Consideration.

            "Designated Preferred Stock" means Preferred Stock of the Company or
any Parent (other than Disqualified Stock) that is issued for cash (other than
to the Company or any of its Subsidiaries or an employee stock ownership plan or
trust established by the Company or any of its Subsidiaries) and is so
designated as Designated Preferred Stock, pursuant to an Officers' Certificate,
on the issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in Section 4.07(a)(C)(ii) hereof.

            "Designated Senior Indebtedness" means (1) any Indebtedness under
the Credit Agreement and (2) any other Indebtedness constituting Senior
Indebtedness that, at the date of determination, has an aggregate principal
amount outstanding of at least $25 million and that is specifically designated
by the Company in the instrument creating or evidencing such Senior Indebtedness
as "Designated Senior Indebtedness" or, in the alternative, as to which the
Trustee is given written notice that such Indebtedness is "Designated Senior
Indebtedness."

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock will not constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of,
such Disqualified Stock, exclusive of accrued dividends. The term "Disqualified
Stock" shall also include any options, warrants or other rights that are
convertible into Disqualified Stock or that are redeemable at the option of the
holder or required to be redeemed, prior to the date that is 91 days after the
date on which the Notes mature.

                                      -11-

<PAGE>

            "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia.

            "Dresser-Rand Holdings, LLC Agreement" means the limited liability
company agreement of Dresser-Rand Holdings, LLC.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "Equity Investors" means First Reserve Corporation and its
Affiliates.

            "Equity Offering" means (i) an offer and sale of Capital Stock
(other than Disqualified Stock) of the Company or any Parent (to the extent the
net proceeds therefrom are contributed to the equity capital of the Company)
pursuant to (x) a registration statement that has been declared effective by the
SEC pursuant to the Securities Act (other than a registration statement on Form
S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of the Company or any Parent), or (y) a private issuance exempt
from registration under the Securities Act.

            "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system, and any successor thereto.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Exchange Notes" means the Notes issued in the Registered Exchange
Offer pursuant to Section 2.06(f) hereof.

            "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

            "Excluded Contributions" means the net cash proceeds received by the
Company after the date of this Indenture from:

            (1) contributions to its common equity capital, and

            (2) the sale (other than to a Subsidiary of the Company) of Capital
      Stock (other than Disqualified Stock and Designated Preferred Stock) of
      the Company,

in each case designated as "Excluded Contributions" pursuant to an Officers'
Certificate of the Company, the net cash proceeds of which are excluded from the
calculation set forth in Section 4.07(a)(C)(ii) hereof.

            "Fair Market Value" means the value that would be paid by a willing
buyer to an unaffiliated willing seller in a transaction not involving distress
or necessity of either party, determined in good faith by the Directors of the
Company (unless otherwise provided in this Indenture) for transactions valued
at, or in excess of, $10.0 million; provided that, if the

                                      -12-

<PAGE>

Company or any Restricted Subsidiary is required by any antitrust authority to
sell any asset, the consideration received upon such Asset Sale shall be deemed
to be the "Fair Market Value" of such asset.

            "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than (i) ordinary working capital borrowings
and (ii) in the case of revolving credit borrowings or revolving advances under
any Qualified Receivables Financing, in which case interest expense will be
computed based upon the average daily balance of such Indebtedness during the
applicable period) or issues, repurchases or redeems preferred equity subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of preferred equity, and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

            In addition, for purposes of calculating the Fixed Charge Coverage
Ratio, Asset Acquisitions, dispositions, mergers, consolidations and
discontinued operations (as determined in accordance with GAAP), and any related
financing transactions, that the specified Person or any of its Restricted
Subsidiaries has both determined to make and made after the date of this
Indenture and during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Calculation Date
shall be calculated on a pro forma basis assuming that all such Asset
Acquisitions, dispositions, mergers, consolidations and discontinued operations
(and the change of any associated Fixed Charges and the change in Consolidated
Cash Flow resulting therefrom) had occurred on the first day of the four-quarter
reference period, including any pro forma expense and cost reductions and other
operating improvements that have occurred or are reasonably expected to occur,
in the reasonable judgment of the chief financial officer of the Company
(regardless of whether these cost savings or operating improvements could then
be reflected in pro forma financial statements in accordance with Regulation S-X
promulgated under the Securities Act or any other regulation or policy of the
SEC related thereto). Any Person that is a Restricted Subsidiary on the
Calculation Date will be deemed to have been a Restricted Subsidiary at all
times during such four-quarter period, and if, since the beginning of the
four-quarter reference period, any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any of its other Restricted
Subsidiaries since the beginning of such period shall have made any acquisition,
Investment, disposition, merger, consolidation or discontinued operation, in
each case with respect to an operating unit of a business, that would have
required adjustment pursuant to this definition, then the Fixed Charge Coverage
Ratio shall be adjusted giving pro forma effect thereto for such period as if
such Asset Acquisition, disposition, discontinued operation, merger or
consolidation had occurred at the beginning of the applicable four-quarter
reference period. Any Person that is not a Restricted Subsidiary on the
Calculation Date will be deemed not to have been a Restricted Subsidiary at any
time during such four-quarter period.

                                      -13-

<PAGE>

            For purposes of this definition, whenever pro forma effect is to be
given to any transaction, the pro forma calculations shall be made in good faith
by a responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such
Indebtedness if such Hedging Obligation has a remaining term in excess of 12
months). Interest on a Capital Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capital Lease
Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate. Any such pro forma calculation may include adjustments appropriate,
in the reasonable determination of the Company as set forth in an Officers'
Certificate, to reflect operating expense reductions reasonably expected to
result from any acquisition or merger.

            "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (1) the consolidated interest expense of such Person and its
      Restricted Subsidiaries for such period, whether paid or accrued,
      excluding amortization of debt issuance costs and the expensing of any
      bridge or other financing fees, but including original issue discount,
      non-cash interest payments, the interest component of any deferred payment
      obligations (classified as Indebtedness under the Indenture), the interest
      component of all payments associated with Capital Lease Obligations and
      net of the effect of all payments made or received pursuant to Hedging
      Obligations in respect of interest rates; plus

            (2) the consolidated interest expense of such Person and its
      Restricted Subsidiaries that was capitalized during such period; plus

            (3) all cash dividend payments or other cash distributions on any
      series of preferred equity of such Person and all other dividend payments
      or other distributions on the Disqualified Stock of such Person; less

            (4) interest income;

            in each case, on a consolidated basis and in accordance with GAAP.

            "Foreign Subsidiary" means any Restricted Subsidiary of the Company
other than a Domestic Subsidiary.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified

                                      -14-

<PAGE>

Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of this Indenture.

            "Global Note Legend" means the legend set forth in Section
2.06(g)(2) hereof, which is required to be placed on all Global Notes issued
under this Indenture.

            "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

            "Government Securities" means securities that are direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged.

            "guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

            "Guarantors" means each of:

            (1) the subsidiaries of the Company that execute this Indenture on
      the Issue Date; and

            (2) any other Subsidiary of the Company that becomes a Guarantor in
      accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

            "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements;

            (2) other agreements or arrangements designed to manage interest
      rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

                                      -15-

<PAGE>

            "Holder" means a Person in whose name a Note is registered.

            "Holdings" means D-R Interholding, LLC.

            "Holdings LLC Agreement" means the limited liability company
agreement of Holdings.

            "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

            "Immaterial Subsidiary" means any Subsidiary that is not a Material
Subsidiary.

            "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations;

            (5) representing the balance deferred and unpaid of the purchase
      price of any property or services due more than six months after such
      property is acquired or such services are completed;

            (6) representing any Hedging Obligations; or

            (7) to the extent not otherwise included, with respect to the
      Company and its Restricted Subsidiaries, the amount then outstanding
      (i.e., advanced, and received by, and available for use by, the Company or
      any of its Restricted Subsidiaries) under any Receivables Financing (as
      set forth in the books and records of the Company or any Restricted
      Subsidiary and confirmed by the agent, trustee or other representative of
      the institution or group providing such Receivables Financing),

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes (i) all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person); provided, however, that the amount of such Indebtedness
shall be the lesser of (x) the Fair Market Value of such asset as of such date
of determination and (y) the amount of such Indebtedness of such other Person;
and (ii) to the extent not otherwise included, the guarantee by the specified
Person of any Indebtedness of any other Person.

                                      -16-

<PAGE>

Notwithstanding the foregoing, "Indebtedness" shall not include (a) accrued
expenses, royalties and Trade Payables; (b) Contingent Obligations incurred in
the ordinary course of business; and (c) asset retirement obligations and
obligations in respect of reclamation and workers' compensation (including
pensions and retiree medical care) that are not overdue by more than 90 days.

            "Indenture" means this Indenture, as amended or supplemented from
time to time.

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "Initial Notes" has the meaning assigned to it in the preamble to
this Indenture.

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

            "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's of BBB- (or the equivalent) by S&P or, if
either such entity ceases to rate the Notes for reasons outside of the control
of the Company, the equivalent investment grade credit rating from any other
Rating Agency.

            "Investment Grade Securities" means:

            (1) securities issued or directly and fully guaranteed or insured by
      the U.S. government or any agency or instrumentality thereof (other than
      Cash Equivalents) and in each case with maturities not exceeding two years
      from the date of acquisition;

            (2) investments in any fund that invests exclusively in investments
      of the type described in clause (1) which fund may also hold immaterial
      amounts of cash pending investment and/or distribution; and

            (3) corresponding instruments in countries other than the United
      States customarily utilized for high quality investments and in each case
      with maturities not exceeding two years from the date of acquisition.

            "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including guarantees or other obligations), advances or
capital contributions (excluding accounts receivable, trade credit and advances
to customers and commission, travel and similar advances to officers, employees
and consultants made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition

                                      -17-

<PAGE>

equal to the Fair Market Value of the Company's Investments in such Subsidiary
that were not sold or disposed of in an amount determined as provided in Section
4.07(c) hereof.

            "Issue Date" means October 29, 2004.

            "Legended Regulation S Global Note" means a Global Note in the form
of Exhibit A bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

            "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Registered Exchange Offer.

            "Lien" means, with respect to any asset (except in connection with a
Qualified Receivables Financing), any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction.

            "Management Notes" means any notes evidencing Indebtedness which, by
their terms, are expressly subordinated to the Notes, that are issued by the
Company, any Subsidiary or any Parent to existing or former employees, officers,
consultants, or directors of the Company or any Subsidiary or any Parent in
consideration for such person's Equity Interests of the Company, any Subsidiary
or any Parent.

            "Marketable Securities" means, with respect to any Asset Sale, any
readily marketable equity securities that are (i) traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market; and (ii)
issued by a corporation having a total equity market capitalization of not less
than $250.0 million; provided that the excess of (A) the aggregate amount of
securities of any one such corporation held by the Company and any Restricted
Subsidiary over (B) ten times the average daily trading volume of such
securities during the 20 immediately preceding trading days shall be deemed not
to be Marketable Securities, as determined on the date of the contract relating
to such Asset Sale.

            "Material Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture, provided, however, that all references to "10
percent" in such definition shall be replaced with "5 percent."

            "Moody's" means Moody's Investors Service, Inc. and its successors
and assigns.

            "Net Income" means, with respect to any Person for any period, (i)
the net income (loss) of such Person for such period, determined in accordance
with GAAP and before any reduction in respect of dividends on preferred
interests, excluding, however, (a) any gain or loss,

                                      -18-

<PAGE>

together with any related provision for taxes on such gain or loss, realized in
connection with (1) any Asset Sale (including, without limitation, dispositions
pursuant to sale and leaseback transactions) or (2) the disposition of any
securities by such Person or any of its Subsidiaries or the extinguishment of
any Indebtedness of such Person or any of its Subsidiaries and (b) any
extraordinary or nonrecurring gain or loss, together with any related provision
for taxes on such extraordinary or nonrecurring gain or loss.

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any Designated Non-cash Consideration received in any Asset Sale
and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received,
but excluding the assumption by the acquiring Person of Indebtedness relating to
the disposed assets or other consideration received in any non-cash form), net
of the direct costs relating to such Asset Sale and the sale of such Designated
Non-cash Consideration, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale or taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP, including without
limitation, pension and post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations
associated with such transaction.

            "Non-Recourse Debt" means Indebtedness:

            (1) as to which neither the Company nor any of its Restricted
      Subsidiaries (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness)
      other than a pledge of the Equity Interest of any Unrestricted
      Subsidiaries, (b) is directly or indirectly liable (as a guarantor or
      otherwise) other than by virtue of a pledge of the Equity Interests of any
      Unrestricted Subsidiaries, or (c) constitutes the lender; and

            (2) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against an
      Unrestricted Subsidiary) would permit, upon notice, lapse of time or both,
      any holder of any other Indebtedness (other than the Notes offered hereby)
      of the Company or any of its Restricted Subsidiaries to declare a default
      on such other Indebtedness or cause the payment of the Indebtedness to be
      accelerated or payable prior to its Stated Maturity.

            "Non-U.S. Person" means a Person who is not a U.S. Person.

            "Note Guarantee" means the guarantee by each Guarantor of the
Company's obligations under this Indenture and the Notes.

                                      -19-

<PAGE>

            "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes, any Additional Notes and any Exchange Notes shall
be treated as a single class for all purposes under this Indenture, and unless
the context otherwise requires, all references to the Notes shall include the
Initial Notes, any Additional Notes and any Exchange Notes.

            "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages, costs, expenses and other liabilities
payable under the documentation governing any Indebtedness.

            "Offering Memorandum" means that certain offering memorandum, dated
October 14, 2004, relating to the initial offering of the Notes.

            "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Senior Vice President, any Vice President or any
Assistant Vice President of such Person.

            "Officers' Certificate" means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

            "Opinion of Counsel" means an opinion from legal counsel that meets
the requirements of Section 13.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

            "Parent" means any direct or indirect parent company of the Company.

            "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

            "Permitted Business" means the businesses of the Company and its
Subsidiaries engaged in on the date of this Indenture and any other activities
that are similar, ancillary or reasonably related to, or a reasonable extension,
expansion or development of, such businesses or ancillary thereto.

            "Permitted Holders" means the Equity Investors and Related Parties.
Any person or group whose acquisition of beneficial ownership constitutes a
Change of Control in respect of which a Change of Control Offer is made in
accordance with the requirements of this Indenture will thereafter, together
with its Affiliates, constitute an additional Permitted Holder.

            "Permitted Investments" means:

            (1) any Investment in the Company or in a Restricted Subsidiary of
      the Company;

                                      -20-

<PAGE>

            (2) any Investment in cash, Cash Equivalents, Marketable Securities
      or Investment Grade Securities;

            (3) any Investment by the Company or any Restricted Subsidiary of
      the Company in a Person, if as a result of such Investment:

                  (a) such Person becomes a Restricted Subsidiary of the
            Company; or

                  (b) such Person, in one transaction or a series of related
            transactions, is merged, consolidated or amalgamated with or into,
            or transfers or conveys substantially all of its assets to, or is
            liquidated into, the Company or a Restricted Subsidiary of the
            Company;

            (4) any Investment made as a result of the receipt of non-cash
      consideration from an Asset Sale that was made pursuant to and in
      compliance with Section 4.10 hereof;

            (5) any Investment the payment for which consists of Equity
      Interests (other than Disqualified Stock) of the Company or any Parent
      (which Investment, in the case of any Parent, is contributed to the common
      equity capital of the Company; provided that any such contribution shall
      be excluded from Section 4.07(a)(4)(C)(ii) hereof);

            (6) any Investments received (i) in compromise or resolution of (A)
      obligations of trade creditors or customers that were incurred in the
      ordinary course of business of the Company or any of its Restricted
      Subsidiaries, including pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of any trade creditor or
      customer; or (B) litigation, arbitration or other disputes; or (ii) as a
      result of a foreclosure by the Company or any of its Restricted
      Subsidiaries with respect to any secured Investment or other transfer of
      title with respect to any secured Investment in default;

            (7) Investments represented by Hedging Obligations;

            (8) loans or advances to officers, directors and employees made in
      the ordinary course of business of the Company or any Restricted
      Subsidiary of the Company in an aggregate principal amount not to exceed
      $2.5 million at any one time outstanding;

            (9) repurchases of the Notes;

            (10) Investments in Permitted Businesses, joint ventures or
      Unrestricted Subsidiaries having an aggregate Fair Market Value, taken
      together with all other Investments made pursuant to this clause (10) that
      are at that time outstanding, not to exceed the greater of (x) $70.0
      million and (y) 5% of Total Assets at the time of such Investment (with
      the Fair Market Value of each Investment being measured at the time made
      and without giving effect to subsequent changes in value);

            (11) any Investment in a Receivables Subsidiary or any Investment by
      a Receivables Subsidiary in any other Person in connection with a
      Qualified Receivables

                                      -21-

<PAGE>

      Financing, including Investments of funds held in accounts permitted or
      required by the arrangements governing such Qualified Receivables
      Financing or any related Indebtedness; provided, however, that any
      Investment in a Receivables Subsidiary is in the form of a Purchase Money
      Note, contribution of additional receivables or an equity interest;

            (12) any transaction to the extent it constitutes an Investment that
      is permitted by and made in accordance with the provisions of Section
      4.11(b) hereof (except for transactions described in clauses (6), (8),
      (10) and (12) of Section 4.11(b));

            (13) guarantees issued in accordance with Section 4.09 and Section
      4.17 hereof;

            (14) any Investment existing on the date of this Indenture and any
      Investment that replaces, refinances or refunds an existing Investment;
      provided that the new Investment is in an amount that does not exceed the
      amount replaced, refinanced or refunded, and is made in the same Person as
      the Investment replaced, refinanced or refunded;

            (15) Investments consisting of purchases and acquisitions of
      inventory, supplies, materials and equipment or purchases of contract
      rights or licenses or leases of intellectual property, in each case in the
      ordinary course of business; and

            (16) additional Investments by the Company or any Restricted
      Subsidiary having an aggregate Fair Market Value (measured on the date
      each such Investment was made and without giving effect to subsequent
      changes in value), taken together with all other Investments made pursuant
      to this clause (16) that are at the time outstanding not to exceed 2.0% of
      Total Assets; provided, however, that if any Investment pursuant to this
      clause (16) is made in a Person that is not a Restricted Subsidiary of the
      Company at the date of the making of such Investment and such Person
      becomes a Restricted Subsidiary of the Company after such date, such
      Investment shall thereafter be deemed to have been made pursuant to clause
      (1) above and shall cease to have been made pursuant to this clause (16)
      for so long as such Person continues to be a Restricted Subsidiary;

provided, however, that with respect to any Investment, the Company may, in its
sole discretion, allocate all or any portion of any Investment to one or more of
the above clauses (1) through (16) so that the entire Investment would be a
Permitted Investment.

            "Permitted Junior Securities" means:

            (1) Equity Interests in the Company; or

            (2) debt securities that are subordinated to all Senior Indebtedness
      and any debt securities issued in exchange for Senior Indebtedness to
      substantially the same extent as, or to a greater extent than, the Notes
      are subordinated to Senior Indebtedness under this Indenture.

                                      -22-

<PAGE>

            "Permitted Liens" means:

            (1) Liens securing Indebtedness and other Obligations under Credit
      Facilities incurred pursuant to Section 4.09 hereof and/or securing
      Hedging Obligations related thereto;

            (2) Liens in favor of the Company or any of its Restricted
      Subsidiaries;

            (3) Liens on property of a Person existing at the time such Person
      is merged with or into or consolidated with the Company or any Restricted
      Subsidiary of the Company; provided that such Liens were in existence
      prior to the contemplation of such merger or consolidation and do not
      extend to any assets other than those of the Person merged into or
      consolidated with the Company or the Restricted Subsidiary;

            (4) Liens on property (including Capital Stock) existing at the time
      of acquisition of the property by the Company or any Subsidiary of the
      Company; provided that such Liens were in existence prior to, such
      acquisition, and not incurred in contemplation of, such acquisition and do
      not extend to any property other than the property so acquired by the
      Company or such Restricted Subsidiary;

            (5) Liens or deposits to secure the performance of statutory or
      regulatory obligations, or surety, appeal, indemnity or performance bonds,
      warranty and contractual requirements or other obligations of a like
      nature incurred in the ordinary course of business;

            (6) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other assets
      relating to such letters of credit and products and proceeds thereof;

            (7) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted to be incurred pursuant to Section 4.09(b)(4)
      hereof covering only the assets acquired with or financed by such
      Indebtedness;

            (8) Liens securing Indebtedness permitted to be incurred pursuant to
      Section 4.09(b)(15) hereof;

            (9) Liens existing on the date of this Indenture;

            (10) Liens for taxes, assessments or governmental charges or claims
      that are not yet delinquent or that are being contested in good faith by
      appropriate proceedings promptly instituted and diligently concluded;
      provided that any reserve or other appropriate provision as is required in
      conformity with GAAP has been made therefor;

            (11) Liens created for the benefit of (or to secure) the Notes (or
      the Note Guarantees);

                                      -23-

<PAGE>

            (12) Liens securing Indebtedness or other obligations incurred in
      the ordinary course of business of the Company or any Subsidiary of the
      Company with respect to obligations that do not exceed 5% of Total Assets
      at any one time outstanding;

            (13) Liens on accounts receivable and related assets of the type
      specified in the definition of "Receivables Financing" incurred in
      connection with a Qualified Receivables Financing;

            (14) licenses of intellectual property in the ordinary course of
      business;

            (15) Liens to secure a defeasance trust;

            (16) Liens on equipment of the Company or any Restricted Subsidiary
      granted in the ordinary course of business to clients of which such
      equipment is located;

            (17) Liens imposed by law (including, without limitation, Liens in
      favor of customers for equipment under order or in respect of advances
      paid in connection therewith), such as carriers', warehousemen's,
      landlord's, lessor's, suppliers, banks, repairmen's and mechanics' Liens,
      and Liens of landlords securing obligations to pay lease payments that are
      not yet due and payable or in default, in each case, incurred in the
      ordinary course of business;

            (18) Liens securing the aggregate amount of Indebtedness (including
      Acquired Debt) incurred in connection with (or at any time following the
      consummation of) an Asset Acquisition made in accordance with this
      Indenture equal to, at the time of incurrence, the net increase in
      inventory, accounts receivable and net property, reserves, plant and
      equipment attributable to such Asset Acquisition from the amounts
      reflected on the Company's historical consolidated balance sheet as of the
      end of the full fiscal quarter ending on or prior to the date of such
      Asset Acquisition, calculated after giving effect on a pro forma basis to
      such Asset Acquisition (which amount may, but need not, be incurred in
      whole or in part under the Credit Agreement) less the amount of
      Indebtedness incurred in connection with such Asset Acquisition secured by
      Liens pursuant to clause (4) or (7) above;

            (19) Liens incurred or deposits made in the ordinary course of
      business to secure payment of workers' compensation or to participate in
      any fund in connection with workmen's compensation, unemployment
      insurance, old-age pensions or other social security programs;

            (20) easements, rights of way zoning and similar restrictions,
      reservations (including severances, leases or reservations of oil, gas,
      coal, minerals or water rights), restrictions or encumbrances in respect
      of real property or title defects that were not incurred in connection
      with Indebtedness and that do not in the aggregate materially adversely
      affect the value of said properties (as such properties are used by the
      Company or its Subsidiaries) or materially impair their use in the
      operation of the business of the Company and its Subsidiaries;

                                      -24-

<PAGE>

            (21) Liens to secure any Permitted Refinancing Indebtedness
      permitted to be incurred under this Indenture; provided, however, that:

                  (a) the new Lien shall be limited to all or part of the same
            property and assets that secured or, under the written agreements
            pursuant to which the original Lien arose, could secure the original
            Lien (plus improvements and accessions to such property or proceeds
            or distributions thereof); and

                  (b) the Indebtedness secured by the new Lien is not increased
            to any amount greater than the sum of (x) the outstanding principal
            amount, or, if greater, committed amount, of the Permitted
            Refinancing Indebtedness and (y) an amount necessary to pay any fees
            and expenses, including premiums, related to such renewal,
            refunding, refinancing, replacement, defeasance or discharge;

            (22) Liens arising from precautionary Uniform Commercial Code
      financing statement filings regarding operating leases entered into by the
      Company or any of its Restricted Subsidiaries in the ordinary course of
      business;

            (23) judgment Liens not giving rise to an Event of Default so long
      as any appropriate legal proceedings that may have been duly initiated for
      the review of such judgment shall not have been finally terminated or the
      period within which such legal proceedings may be initiated shall not have
      expired;

            (24) Liens on Capital Stock of an Unrestricted Subsidiary that
      secure Indebtedness or other obligations of such Unrestricted Subsidiary;

            (25) leases and subleases of real property which do not materially
      interfere with the ordinary conduct of the business of the Company and its
      Restricted Subsidiaries; and

            (26) Liens securing insurance premium financing arrangements,
      provided that such Lien is limited to the applicable insurance contracts.

            "Permitted Payments to Parent" means, without duplication as to
amounts:

            (1) payments to any Parent in amounts equal to the amounts required
      for any direct payment of the Company to pay fees and expenses (including
      franchise or similar taxes) required to maintain its corporate existence,
      customary salary, bonus and other benefits payable to officers and
      employees of any direct parent of the Company and general corporate
      overhead expenses of any direct parent of the Company to the extent such
      fees and expenses are attributable to the ownership or operation of the
      Company and its Subsidiaries;

            (2) for so long as the Company is a member of a group filing a
      consolidated or combined tax return with any Parent, payments to any
      Parent in respect of an allocable portion of the tax liabilities of such
      group that is attributable to the Company and its Subsidiaries ("Tax
      Payments"). The Tax Payments shall not exceed the lesser of (i) the amount
      of the relevant tax (including any penalties and interest) that the
      Company would

                                      -25-

<PAGE>

      owe if the Company were filing a separate tax return (or a separate
      consolidated or combined return with its Subsidiaries that are members of
      the consolidated or combined group), taking into account any carryovers
      and carrybacks of tax attributes (such as net operating losses) of the
      Company and such Subsidiaries from other taxable years and (ii) the net
      amount of the relevant tax that such Parent actually owes to the
      appropriate taxing authority. Any Tax Payments received from the Company
      shall be paid over to the appropriate taxing authority within 30 days of
      any Parent's receipt of such Tax Payments or refunded to the Company; and

            (3) dividends or distributions paid to any Parent, if applicable, in
      amounts equal to amounts required for any Parent, if applicable, to pay
      interest and/or principal on Indebtedness the proceeds of which have been
      contributed to the Company or any of its Restricted Subsidiaries and that
      has been guaranteed by, or is otherwise considered Indebtedness of, the
      Company incurred in accordance with Section 4.09 hereof.

            "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries (other than Disqualified Stock)
issued in exchange for, or the net proceeds of which are used to extend, renew,
refund, refinance, replace, defease or discharge other Indebtedness of the
Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that:

            (1) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness extended, renewed,
      refunded, refinanced, replaced, defeased or discharged (plus any premium
      required to be paid on the Indebtedness being so renewed, refunded,
      replaced, defeased or discharged, plus the amount of all fees and expenses
      incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
      date equal to or later than the final maturity date of, and has a Weighted
      Average Life to Maturity equal to or greater than the remaining Weighted
      Average Life to Maturity of, the Indebtedness being extended, renewed,
      refunded, refinanced, replaced, defeased or discharged; provided that this
      clause (2) shall not apply to debt under the Credit Facilities;

            (3) if the Indebtedness being extended, renewed, refunded,
      refinanced, replaced, defeased or discharged is subordinated in right of
      payment to the Notes or the Note Guarantees, such Permitted Refinancing
      Indebtedness has a final maturity date later than the final maturity date
      of, and is subordinated in right of payment to, the Notes on terms at
      least as favorable to the Holders of Notes as those contained in the
      documentation governing the Indebtedness being extended, renewed,
      refunded, refinanced, replaced, defeased or discharged;

            (4) if the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded is pari passu in right of payment with the
      Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is
      pari passu in right of payment with, or subordinated in right of payment
      to, the Notes or such Note Guarantees; and

                                      -26-

<PAGE>

            (5) such Permitted Refinancing Indebtedness shall not include
      Indebtedness of the Company or a Restricted Subsidiary that refinance
      Indebtedness of an Unrestricted Subsidiary.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

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

            "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

            "Purchase Agreement" means the Purchase Agreement as of August 25,
2004 between Dresser-Rand Holdings, LLC (formerly FRC Acqusitions LLC) and
Ingersoll-Rand Company Limited.

            "Purchase Money Note" means a promissory note of a Receivables
Subsidiary evidencing a line of credit, which may be irrevocable, from the
Company or any Subsidiary of the Company to a Receivables Subsidiary in
connection with a Qualified Receivables Financing, which note is intended to
finance that portion of the purchase price that is not paid by cash or a
contribution of equity.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Qualified Receivables Financing" means any Receivables Financing of
a Receivables Subsidiary that meets the following conditions:

            (1) the Board of Directors of the Company will have determined in
      good faith that such Qualified Receivables Financing (including financing
      terms, covenants, termination events and other provisions) is in the
      aggregate economically fair and reasonable to the Company and the
      Receivables Subsidiary,

            (2) all sales of accounts receivable and related assets to the
      Receivables Subsidiary are made at Fair Market Value (as determined in
      good faith by the Company), and

            (3) the financing terms, covenants, termination events and other
      provisions thereof will be market terms (as determined in good faith by
      the Company) and may include Standard Securitization Undertakings.

            The grant of a security interest in any accounts receivable of the
Company or any of its Restricted Subsidiaries (other than a Receivables
Subsidiary) to secure a Credit Facility will not be deemed a Qualified
Receivables Financing. For purposes of this Indenture, a receivables facility
whether now in existence or arising in the future (and any replacement

                                      -27-

<PAGE>

thereof with substantially similar terms in the aggregate) will be deemed to be
a Qualified Receivables Financing that is not recourse to the Company (except
for Standard Securitization Undertakings).

            "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's
or both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating organization or organizations, within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
replacement agency or agencies for S&P or Moody's, or both, as the case may be.

            "Receivables Financing" means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by
the Company or any of its Subsidiaries), and (b) any other Person (in the case
of a transfer by a Receivables Subsidiary), or may grant a security interest in,
any accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable and any Hedging Obligations entered into by the
Company or any such Subsidiary in connection with such accounts receivable.

            "Receivables Repurchase Obligation" means any obligation of a seller
of receivables in a Qualified Receivables Financing to repurchase receivables
arising as a result of a breach of a representation, warranty or covenant or
otherwise, including as a result of a receivable or portion thereof becoming
subject to any asserted defense, dispute, off-set or counterclaim of any kind as
a result of any action taken by, any failure to take action by or any other
event relating to the seller.

            "Receivables Subsidiary" means a Wholly-Owned Restricted Subsidiary
of the Company (or another Person formed for the purposes of engaging in a
Qualified Receivables Financing with the Company in which the Company or any
Subsidiary of the Company makes an Investment and to which the Company or any
Subsidiary of the Company transfers accounts receivable and related assets)
which engages in no activities other than in connection with the financing of
accounts receivable of the Company and its Subsidiaries, all proceeds thereof
and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business,
and which is designated by the Board of Directors of the Company (as provided
below) as a Receivables Subsidiary and:

            (1) no portion of the Indebtedness or any other obligations
      (contingent or otherwise) of which (i) is guaranteed by the Company or any
      other Subsidiary of the Company (excluding guarantees of Obligations
      (other than the principal of, and interest on, Indebtedness) pursuant to
      Standard Securitization Undertakings), (ii) is recourse to or obligates
      the Company or any other Subsidiary of the Company in any way other than
      pursuant to Standard Securitization Undertakings, or (iii) subjects any
      property or asset of

                                      -28-

<PAGE>

      the Company or any other Subsidiary of the Company, directly or
      indirectly, contingently or otherwise, to the satisfaction thereof, other
      than pursuant to Standard Securitization Undertakings,

            (2) with which neither the Company nor any other Subsidiary of the
      Company has any material contract, agreement, arrangement or understanding
      other than on terms which the Company reasonably believes to be no less
      favorable to the Company or such Subsidiary than those that might be
      obtained at the time from Persons that are not Affiliates of the Company,
      and

            (3) to which neither the Company nor any other Subsidiary of the
      Company has any obligation to maintain or preserve such entity's financial
      condition or cause such entity to achieve certain levels of operating
      results. Any such designation by the Board of Directors of the Company
      shall be evidenced to the Trustee by filing with the Trustee a certified
      copy of the resolution of the Board of Directors of the Company giving
      effect to such designation and an Officers' Certificate certifying that
      such designation complied with the foregoing conditions.

            "Registered Exchange Offer" has the meaning set forth in the
Registration Rights Agreement.

            "Registration Rights Agreement" means the registration rights
agreement to be dated the date of this Indenture, among the Company, the
Guarantors and the Placement Agents.

            "Related Party" means:

            (1) any controlling stockholder, partner, member, 50% (or more)
      owned Subsidiary, or immediate family member (in the case of an
      individual) of any Equity Investor;

            (2) any trust, corporation, partnership or other entity, the
      beneficiaries, stockholders, partners, owners or Persons beneficially
      holding a 50% or more controlling interest of which consist of any one or
      more Equity Investors and/or such other Persons referred to in the
      immediately preceding clause; or

            (3) any Person with whom an Equity Investor or a Related Party
      (under clauses (1) or (2) of the definition of Related Party) may be
      deemed as part of a "group" within the meaning of Section 13(d)(3) of the
      Exchange Act.

            "Regulation S" means Regulation S promulgated under the Securities
Act.

            "Regulation S Global Note" means a Legended Regulation S Global Note
or an Unlegended Regulation S Global Note, as appropriate.

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate

                                      -29-

<PAGE>

trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject, in each case having
direct responsibility for the administration of this Indenture.

            "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

            "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

            "Restricted Investment" means an Investment other than a Permitted
Investment.

            "Restricted Period" means the 40-day distribution compliance period
as defined in Regulation S.

            "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

            "Rule 144" means Rule 144 promulgated under the Securities Act.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated under the Securities Act.

            "S&P" means Standard & Poor's Ratings Services and its successors
and assigns.

            "Senior Indebtedness" means the following obligations of the Company
or any Guarantor, whether outstanding on the Issue Date or thereafter incurred:
(1) all Indebtedness and all other monetary obligations (including, without
limitation, expenses, fees, principal, interest, reimbursement obligations under
letters of credit and indemnities payable in connection therewith) under (or in
respect of) the Credit Agreement or Hedging Obligation relating to the
Indebtedness under the Credit Agreement and (2) all other Indebtedness and all
other monetary obligations of the Company or any Guarantor (other than the Notes
and any Note Guarantee), including principal and interest on such Indebtedness,
unless such Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such Indebtedness is issued, is pari passu with, or
subordinated in right of payment to, the Notes or any Note Guarantee; provided
that the term "Senior Indebtedness" shall not include (a) any Indebtedness of
the Company or any Guarantor that, when incurred, was without recourse to the
Company or such Guarantor, (b) any Indebtedness of the Company or any Guarantor
to a Subsidiary of the Company, or to a joint venture in which the Company or
any Restricted Subsidiary has an interest, (c) any Indebtedness of the Company
or any Guarantor, to the extent not permitted by Section 4.09 or Section 4.06
hereof; provided that Indebtedness under the Credit Agreement shall be deemed
Senior Indebtedness if the Company or any Guarantor, as the case may be,
believed in good faith at the time of incurrence that it was permitted to incur
such Indebtedness under this Indenture and delivers an Officers' Certificate to
the lenders under the Credit Agreement to such effect, (d) any repurchase,
redemption or other obligation in respect of

                                      -30-

<PAGE>

Disqualified Stock, (e) any Indebtedness to any employee of the Company or any
of its Subsidiaries, (f) any liability for taxes owed or owing by the Company or
any Guarantor, or (g) any Trade Payables.

            "Senior Subordinated Obligations" means any principal of, premium,
if any, or interest on the Notes payable pursuant to the terms of the Notes or
any Note Guarantee or upon acceleration, including any amounts received upon the
exercise of rights of rescission or other rights of action (including claims for
damages) or otherwise, to the extent relating to the purchase price of the Notes
or amounts corresponding to such principal, premium, if any, or interest on the
Notes.

            "SEC" means the Securities and Exchange Commission.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

            "Standard Securitization Undertakings" means representations,
warranties, covenants, indemnities and guarantees of performance entered into by
the Company or any Subsidiary of the Company which the Company has determined in
good faith to be customary in a Receivables Financing including, without
limitation, those relating to the servicing of the assets of a Receivables
Subsidiary, it being understood that any Receivables Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking.

            "Stated Maturity" means, with respect to any installment of
principal on any series of Indebtedness, the date on which the final payment of
principal was scheduled to be paid in the documentation governing such
Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such principal prior
to the date originally scheduled for the payment thereof.

            "Subsidiary" means, with respect to any specified Person:

            (1) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency and after
      giving effect to any voting agreement or stockholders' agreement that
      effectively transfers voting power) to vote in the election of directors,
      managers or trustees of the corporation, association or other business
      entity is at the time owned or controlled, directly or indirectly, by that
      Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and

            (2) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general

                                      -31-

<PAGE>

      partners of which are that Person or one or more Subsidiaries of that
      Person (or any combination thereof).

            "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb).

            "Total Assets" means the total consolidated assets of the Company
and its Restricted Subsidiaries, as shown on the most recent balance sheet of
the Company.

            "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

            "Transactions" means, collectively, (1) the acquisition by
Dresser-Rand Holdings, LLC of all of the equity interests in Dresser-Rand
Company and each of Dresser-Rand Company's direct and indirect subsidiaries
pursuant to the Purchase Agreement, (2) the completion of and borrowings under
the Credit Agreement as described in the Offering Memorandum and (3) the
offering of the Notes and, with respect to each of (1), (2) and (3), the
transactions contemplated thereby.

            "Treasury Rate" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to November 1, 2009;
provided, however, that if the period from the redemption date to November 1,
2009, is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

            "Trustee" means Citibank, N.A. until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.

            "Unlegended Regulation S Global Note" means a permanent Global Note
in the form of Exhibit A bearing the Global Note Legend, deposited with or on
behalf of and registered in the name of the Depositary or its nominee and issued
upon expiration of the Restricted Period.

            "Unrestricted Definitive Note" means a Definitive Note that does not
bear and is not required to bear the Private Placement Legend.

            "Unrestricted Global Note" means a Global Note that does not bear
and is not required to bear the Private Placement Legend.

                                      -32-

<PAGE>

            "Unrestricted Subsidiary" means:

            (1) any Subsidiary of the Company that at the time of determination
      shall be designated an Unrestricted Subsidiary by the Board of Directors
      of the Company in the manner provided below; and

            (2) any Subsidiary of an Unrestricted Subsidiary.

            The Board of Directors of the Company may designate any Subsidiary
of the Company (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any
Lien on any property of, the Company or any other Subsidiary of the Company that
is not a Subsidiary of the Subsidiary to be so designated; provided, however,
that the Subsidiary to be so designated and its Subsidiaries do not at the time
of designation have and do not thereafter incur any Non-recourse Debt (other
than guarantees of performance of the Unrestricted Subsidiary in the ordinary
course of business, excluding guarantees of Indebtedness for borrowed money);
provided further, however, that either:

            (a) the Subsidiary to be so designated has total consolidated assets
      of $1,000 or less; or

            (b) if such Subsidiary has consolidated assets greater than $1,000,
      then such designation would be permitted under Section 4.07 hereof.

            The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation:

            (x) (1) the Company could incur $1.00 of additional Indebtedness
      pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09
      hereof or (2) the Fixed Charge Coverage Ratio for the Company and its
      Restricted Subsidiaries would be greater than such ratio for the Company
      and its Restricted Subsidiaries immediately prior to such designation, in
      each case on a pro forma basis taking into account such designation, and

            (y) no Event of Default shall have occurred and be continuing.

            Any such designation by the Board of Directors of the Company shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

            "U.S. Person" means a U.S. Person as defined in Rule 902(k)
promulgated under the Securities Act.

            "Voting Stock" of any specified Person as of any date means the
Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.

                                      -33-

<PAGE>

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (1) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that will elapse between such date and the making of
      such payment; by

            (2) the then outstanding principal amount of such Indebtedness.

            "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly-Owned Restricted
Subsidiaries of such Person.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                          Defined
                                           Term                                         in Section
                                           ----                                         ----------
<S>                                                                                     <C>
"Affiliate Transaction".............................................................        4.11
"Asset Sale Offer"..................................................................        4.10
"Authentication Order"..............................................................        2.02
"Change of Control Offer"...........................................................        4.15
"Change of Control Payment".........................................................        4.15
"Change of Control Payment Date"....................................................        4.15
"Covenant Defeasance"...............................................................        8.03
"DTC"...............................................................................        2.01
"Event of Default"..................................................................        6.01
"Excess Proceeds"...................................................................        4.10
"incur".............................................................................        4.09
"Legal Defeasance"..................................................................        8.02
"non-payment default"...............................................................       10.03
"Offer Period"......................................................................        4.10
"Paying Agent"......................................................................        2.03
"Payment Blockage Notice"...........................................................       10.03
"Payment Default"...................................................................        6.01
"Permitted Debt"....................................................................        4.09
"Registrar".........................................................................        2.03
"Restricted Payments"...............................................................        4.07
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                                      -34-

<PAGE>

            The following TIA terms used in this Indenture have the following
meanings:

            "indenture securities" means the Notes;

            "indenture security Holder" means a Holder of a Note;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
and

            "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

            All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04 Rules of Construction.

            Unless the context otherwise requires:

            (i) a term has the meaning assigned to it;

            (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (iii) "or" is not exclusive;

            (iv) words in the singular include the plural, and in the plural
      include the singular;

            (v) "will" shall be interpreted to express a command;

            (vi) provisions apply to successive events and transactions; and

            (vii) references to sections of or rules under the Securities Act
      will be deemed to include substitute, replacement of successor sections or
      rules adopted by the SEC from time to time.

                                    ARTICLE 2

                                    THE NOTES

Section 2.01 Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication will be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or

                                      -35-

<PAGE>

endorsements required by law, stock exchange rule or usage. Each Note will be
dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

            The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

            (b) Global Notes. Notes issued in global form will be substantially
in the form of Exhibit A hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

            (c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Legended Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC") in New York, New York, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. Following the
termination of the Restricted Period, beneficial interests in the Legended
Regulation S Global Note shall be exchanged for beneficial interests in
Unlegended Regulation S Global Notes pursuant to Section 2.06 and the Applicable
Procedures. Simultaneously with the authentication of Unlegended Regulation S
Global Notes, the Trustee shall cancel the Legended Regulation S Global Note.
The aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with
transfers of interest as hereinafter provided.

            (d) Euroclear and Clearstream Procedures Applicable. The provisions
of the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

                                      -36-

<PAGE>

Section 2.02 Execution and Authentication.

            At least one Officer must sign the Notes for the Company by manual
or facsimile signature.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note will nevertheless be valid.

            A Note will not be valid until authenticated by the manual signature
of the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

            The Trustee will, upon receipt of a written order of the Company
signed by two Officers of the Company (an "Authentication Order"), authenticate
Notes for original issue that may be validly issued under this Indenture,
including any Additional Notes and any Exchange Notes. The aggregate principal
amount of Notes outstanding at any time may not exceed the aggregate principal
amount of Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

            The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            The Company initially appoints DTC to act as Depositary with respect
to the Global Notes.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

            The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all

                                      -37-

<PAGE>

money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.

Section 2.05 Holder Lists.

            The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

            (1) the Company delivers to the Trustee notice from the Depositary
      that it is unwilling or unable to continue to act as Depositary or that it
      is no longer a clearing agency registered under the Exchange Act and in
      each case a successor Depositary is not appointed by the Company within
      120 days after the date of such notice from the Depositary;

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      in no event shall the Legended Regulation S Global Note be exchanged by
      the Company for Definitive Notes prior to the expiration of the Restricted
      Period and the receipt by the Registrar of any certificates required
      pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

            (3) there shall have occurred and be continuing an Event of Default
      with respect to the Notes.

            Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections

                                      -38-

<PAGE>

2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or
in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06
or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
will be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (1) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Legended Regulation S Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than a Placement Agent). Beneficial interests in any Unrestricted
      Global Note may be transferred to Persons who take delivery thereof in the
      form of a beneficial interest in an Unrestricted Global Note. No written
      orders or instructions shall be required to be delivered to the Registrar
      to effect the transfers described in this Section 2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to credit or
                  cause to be credited a beneficial interest in another Global
                  Note in an amount equal to the beneficial interest to be
                  transferred or exchanged; and

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                                      -39-

<PAGE>

                  (B) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to cause to be
                  issued a Definitive Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (1) above;

                  provided that in no event shall Definitive Notes be issued
                  upon the transfer or exchange of beneficial interests in the
                  Legended Regulation S Global Note prior to the expiration of
                  the Restricted Period and the receipt by the Registrar of any
                  certificates required pursuant to Rule 903 under the
                  Securities Act.

      Upon consummation of a Registered Exchange Offer by the Company in
      accordance with Section 2.06(f) hereof, the requirements of this Section
      2.06(b)(2) shall be deemed to have been satisfied upon receipt by the
      Registrar of the instructions contained in the Letter of Transmittal
      delivered by the Holder of such beneficial interests in the Restricted
      Global Notes. Upon satisfaction of all of the requirements for transfer or
      exchange of beneficial interests in Global Notes contained in this
      Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 2.06(h) hereof.

            (3) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(2) above and the
      Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof;

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Legended Regulation S Global Note, then
            the transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (2) thereof; and

                  (C) if the transferee will take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3)(d) thereof, if applicable.

                                      -40-

<PAGE>

            (4) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(2) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Registered Exchange Offer in accordance with the Registration Rights
            Agreement and the holder of the beneficial interest to be
            transferred, in the case of an exchange, or the transferee, in the
            case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                  (i) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            beneficial interest in an Unrestricted Global Note, a certificate
            from such holder in the form of Exhibit C hereto, including the
            certifications in item (1)(a) thereof; or

                  (ii) if the holder of such beneficial interest in a Restricted
            Global Note proposes to transfer such beneficial interest to a
            Person who shall take delivery thereof in the form of a beneficial
            interest in an Unrestricted Global Note, a certificate from such
            holder in the form of Exhibit B hereto, including the certifications
            in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the
      Private Placement Legend are no longer required in order to maintain
      compliance with the Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                                      -41-

<PAGE>

            Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

            (c) Transfer or Exchange of Beneficial Interests for Definitive
      Notes.

            (1) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:

            (A) if the holder of such beneficial interest in a Restricted Global
      Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note, a certificate from such holder in the form of Exhibit C
      hereto, including the certifications in item (2)(a) thereof;

            (B) if such beneficial interest is being transferred to a QIB in
      accordance with Rule 144A, a certificate to the effect set forth in
      Exhibit B hereto, including the certifications in item (1) thereof;

            (C) if such beneficial interest is being transferred to a Non-U.S.
      Person in an offshore transaction in accordance with Rule 903 or Rule 904,
      a certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (2) thereof;

            (D) if such beneficial interest is being transferred pursuant to an
      exemption from the registration requirements of the Securities Act in
      accordance with Rule 144, a certificate to the effect set forth in Exhibit
      B hereto, including the certifications in item (3)(a) thereof;

            (E) if such beneficial interest is being transferred to an
      Institutional Accredited Investor in reliance on an exemption from the
      registration requirements of the Securities Act other than those listed in
      subparagraphs (B) through (D) above, a certificate to the effect set forth
      in Exhibit B hereto, including the certifications, certificates and
      Opinion of Counsel required by item (3)(d) thereof, if applicable;

            (F) if such beneficial interest is being transferred to the Company
      or any of its Subsidiaries, a certificate to the effect set forth in
      Exhibit B hereto, including the certifications in item (3)(b) thereof; or

            (G) if such beneficial interest is being transferred pursuant to an
      effective registration statement under the Securities Act, a certificate
      to the effect set forth in Exhibit B hereto, including the certifications
      in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate upon receipt of an
Authentication Order in accordance with Section 2.02 hereof and deliver to the
Person designated in the instructions a Definitive Note in the

                                      -42-

<PAGE>

appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Legended Regulation S Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
beneficial interest in the Legended Regulation S Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

            (3) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only if:

            (A) such exchange or transfer is effected pursuant to the Registered
      Exchange Offer in accordance with the Registration Rights Agreement and
      the holder of such beneficial interest, in the case of an exchange, or the
      transferee, in the case of a transfer, certifies in the applicable Letter
      of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
      participating in the distribution of the Exchange Notes or (iii) a Person
      who is an affiliate (as defined in Rule 144) of the Company;

            (B) such transfer is effected pursuant to the Shelf Registration
      Statement in accordance with the Registration Rights Agreement;

            (C) such transfer is effected by a Broker-Dealer pursuant to the
      Exchange Offer Registration Statement in accordance with the Registration
      Rights Agreement; or

            (D) the Registrar receives the following:

                  (i) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for an
            Unrestricted Definitive Note, a certificate from such holder in the
            form of Exhibit C hereto, including the certifications in item
            (1)(b) thereof; or

                  (ii) if the holder of such beneficial interest in a Restricted
            Global Note proposes to transfer such beneficial interest to a
            Person who shall take delivery thereof in the form of an
            Unrestricted Definitive Note, a certificate from such holder in the
            form of Exhibit B hereto, including the certifications in item (4)
            thereof;

                                      -43-

<PAGE>

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the
      Private Placement Legend are no longer required in order to maintain
      compliance with the Securities Act.

            (4) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and
the Trustee will authenticate upon receipt of an Authentication Order in
accordance with Section 2.02 hereof and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(4) will be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest requests through instructions to the Registrar from or through the
Depositary and the Participant or Indirect Participant. The Trustee will deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
      Interests.

            (1) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or
to transfer such Restricted Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Restricted Global Note, then,
upon receipt by the Registrar of the following documentation:

            (A) if the Holder of such Restricted Definitive Note proposes to
      exchange such Note for a beneficial interest in a Restricted Global Note,
      a certificate from such Holder in the form of Exhibit C hereto, including
      the certifications in item (2)(b) thereof;

            (B) if such Restricted Definitive Note is being transferred to a QIB
      in accordance with Rule 144A, a certificate to the effect set forth in
      Exhibit B hereto, including the certifications in item (1) thereof;

            (C) if such Restricted Definitive Note is being transferred to a
      Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
      Rule 904, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (2) thereof;

            (D) if such Restricted Definitive Note is being transferred pursuant
      to an exemption from the registration requirements of the Securities Act
      in accordance with

                                      -44-

<PAGE>

      Rule 144, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(a) thereof;

            (E) if such Restricted Definitive Note is being transferred to an
      Institutional Accredited Investor in reliance on an exemption from the
      registration requirements of the Securities Act other than those listed in
      subparagraphs (B) through (D) above, a certificate to the effect set forth
      in Exhibit B hereto, including the certifications, certificates and
      Opinion of Counsel required by item (3)(d) thereof, if applicable;

            (F) if such Restricted Definitive Note is being transferred to the
      Company or any of its Subsidiaries, a certificate to the effect set forth
      in Exhibit B hereto, including the certifications in item (3)(b) thereof;
      or

            (G) if such Restricted Definitive Note is being transferred pursuant
      to an effective registration statement under the Securities Act, a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

            (2) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

            (A) such exchange or transfer is effected pursuant to the Registered
      Exchange Offer in accordance with the Registration Rights Agreement and
      the Holder, in the case of an exchange, or the transferee, in the case of
      a transfer, certifies in the applicable Letter of Transmittal that it is
      not (i) a Broker-Dealer, (ii) a Person participating in the distribution
      of the Exchange Notes or (iii) a Person who is an affiliate (as defined in
      Rule 144) of the Company;

            (B) such transfer is effected pursuant to the Shelf Registration
      Statement in accordance with the Registration Rights Agreement;

            (C) such transfer is effected by a Broker-Dealer pursuant to the
      Exchange Offer Registration Statement in accordance with the Registration
      Rights Agreement; or

            (D) the Registrar receives the following:

                  (i) if the Holder of such Definitive Notes proposes to
            exchange such Notes for a beneficial interest in the Unrestricted
            Global Note, a certificate from such Holder in the form of Exhibit C
            hereto, including the certifications in item (1)(c) thereof; or

                                      -45-

<PAGE>

                  (ii) if the Holder of such Definitive Notes proposes to
            transfer such Notes to a Person who shall take delivery thereof in
            the form of a beneficial interest in the Unrestricted Global Note, a
            certificate from such Holder in the form of Exhibit B hereto,
            including the certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the
      Private Placement Legend are no longer required in order to maintain
      compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

            (3) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee will cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.

            If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company will issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

            (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                                      -46-

<PAGE>

                  (A) if the transfer will be made pursuant to Rule 144A, then
            the transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

            (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Registered Exchange Offer in accordance with the Registration Rights
            Agreement and the Holder, in the case of an exchange, or the
            transferee, in the case of a transfer, certifies in the applicable
            Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
            Person participating in the distribution of the Exchange Notes or
            (iii) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (ii) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests, an Opinion of Counsel in form reasonably acceptable
      to the Registrar to the effect that such exchange or transfer is in
      compliance with the Securities Act and that the restrictions on

                                      -47-

<PAGE>

      transfer contained herein and in the Private Placement Legend are no
      longer required in order to maintain compliance with the Securities Act.

            (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
      A Holder of Unrestricted Definitive Notes may transfer such Notes to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) Registered Exchange Offer. Upon the occurrence of the Registered
Exchange Offer in accordance with the Registration Rights Agreement, the Company
will issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee will authenticate:

            (1) one or more Unrestricted Global Notes in an aggregate principal
      amount equal to the principal amount of the beneficial interests in the
      Restricted Global Notes accepted for exchange in the Registered Exchange
      Offer by Persons that certify in the applicable Letters of Transmittal
      that (A) they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Registered Exchange Offer by Persons that certify in
      the applicable Letters of Transmittal that (A) they are not
      Broker-Dealers, (B) they are not participating in a distribution of the
      Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of
      the Company.

            Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate upon receipt of an Authentication Order in accordance with Section
2.02 hereof and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

            (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

            (1) Private Placement Legend.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear the legend in
            substantially the following form:

            "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
            OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
            OR

                                      -48-

<PAGE>

            BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
            SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
            (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
            UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
            ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
            REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
            PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
            THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
            SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
            (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
            STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
            144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
            OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
            SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
            PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
            INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
            (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
            THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHED TO THE
            TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
            AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTES
            (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH
            TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES
            LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
            THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
            EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL
            DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
            SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
            TRANSFER OF THIS NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
            APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) UNDER THE
            SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK
            THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
            MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.
            IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR

                                      -49-

<PAGE>

            OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO
            SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
            CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS EITHER OF
            THEM MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER IS BEING
            MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
            TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND
            WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE
            PURSUANT TO CLAUSE 2(F) ABOVE OR UPON ANY TRANSFER OF THIS NOTE
            UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
            PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
            "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
            REGULATION S UNDER THE SECURITIES ACT."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraph (b)(4), (c)(3),
            (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
            (and all Notes issued in exchange therefor or substitution thereof)
            will not bear the Private Placement Legend.

            (2) Global Note Legend. Each Global Note will bear a legend in
      substantially the following form:

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
            (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE COMPANY.

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
            DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
            BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
            THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
            DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
            DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
            CERTIFICATE IS

                                      -50-

<PAGE>

            PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
            COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE
            COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
            PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
            CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
            OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
            DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
            OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Global Note Legend. The Regulation S Global Note
      shall bear a legend in substantially the following form:

            "THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE
            CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
            NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN)."

            (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (i) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Company
will execute and the Trustee will authenticate Global Notes and Definitive Notes
upon receipt of an Authentication Order in accordance with Section 2.02 hereof
or at the Registrar's request.

            (2) No service charge will be made to a Holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or

                                      -51-

<PAGE>

similar governmental charge payable upon exchange or transfer pursuant to
Sections 2.10, 3.06, 4.10, 4.15 and 9.05 hereof).

            (3) The Registrar will not be required to register the transfer of
or exchange of any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

            (4) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes will be
the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange.

            (5) Neither the Registrar nor the Company will be required:

            (A) to issue, to register the transfer of or to exchange any Notes
      during a period beginning at the opening of business 15 days before the
      day of any selection of Notes for redemption under Section 3.02 hereof and
      ending at the close of business on the day of selection;

            (B) to register the transfer of or to exchange any Note selected for
      redemption in whole or in part, except the unredeemed portion of any Note
      being redeemed in part; or

            (C) to register the transfer of or to exchange a Note between a
      record date and the next succeeding interest payment date.

            (6) Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.

            (7) The Trustee will authenticate Global Notes and Definitive Notes
in accordance with the provisions of Section 2.02 hereof.

            (8) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

            If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any

                                      -52-

<PAGE>

authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for their expenses in replacing a Note.

            Every replacement Note is an additional obligation of the Company
and will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

            The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(a) hereof.

            If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee and the Registrar receive proof satisfactory
to it that the replaced Note is held by a protected purchaser.

            If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay all principal, premium and accrued interest with respect to
the outstanding Notes payable on that date and is not prohibited from paying
such money to the Holders thereof pursuant to the terms of Section 10 hereof,
then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, request, waiver or consent in the
exercise of any discretion, power or authority (whether contained in this
Indenture or vested by operation of law) which the Trustee is required,
expressly or impliedly, to exercise in or by reference to the interests of the
Holders or any of them, Notes owned by the Company or any Guarantor, or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any Guarantor, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned will be
so disregarded.

Section 2.10 Temporary Notes.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary

                                      -53-

<PAGE>

Notes. Temporary Notes will be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as may be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company will prepare and the Trustee will authenticate definitive
Notes in exchange for temporary Notes.

            Holders of temporary Notes will be entitled to all of the benefits
of this Indenture.

Section 2.11 Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
such canceled Notes in its customary manner (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all
canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has redeemed, purchased or paid or that have been
delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

            If the Company defaults in a payment of interest on the Notes, it
will pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice prepared by
the Company that states the special record date, the related payment date and
the amount of such interest to be paid.

Section 2.13 CUSIP Numbers.

            The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the "CUSIP" numbers.

                                      -54-

<PAGE>

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed;

            (4) the redemption price;

            (5) applicable CUSIP Numbers; and

            (6) a statement that the conditions precedent to such redemption
      have been satisfied.

Section 3.02 Selection of Notes to Be Redeemed.

            If less than all of the Notes are to be redeemed at any time, the
Trustee will select Notes for redemption or purchase as follows:

            (1) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of the principal national securities
      exchange on which the Notes are listed; or

            (2) if the Notes are not listed on any national securities exchange,
      on a pro rata basis.

            In the event of partial redemption or purchase by lot, the
particular Notes to be redeemed or purchased will be selected, unless otherwise
provided herein, not less than 30 days nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called
for redemption.

            The Trustee will promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed. Notes and
portions of Notes selected will be in amounts of $1,000 or whole multiples of
$1,000; provided that no Notes of $1,000 or less shall be redeemed in part.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

                                      -55-

<PAGE>

Section 3.03 Notice of Redemption.

            (a) At least 30 days but not more than 60 days before a redemption
date, the Company will mail or cause to be mailed, by first class mail, a notice
of redemption to the Trustee and each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than
60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture
pursuant to Articles 8 or 12 hereof.

            The notice will identify the Notes (including CUSIP Numbers) to be
redeemed and will state:

            (1) the redemption date;

            (2) the redemption price;

            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued upon
      cancellation of the original Note or with respect to a Global Note a
      notation shall be made on Schedule A thereto to reduce the principal
      amount of the Global Note to an amount equal to the unredeemed portion of
      the Global Note surrendered;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (6) that, unless the Company defaults in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

            (7) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

            At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at their expense; provided, however, that
the Company has delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

            Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

                                      -56-

<PAGE>

Section 3.05 Deposit of Redemption Price.

            One Business Day prior to the redemption date, the Company will
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Additional Interest, if any, on all
Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly
return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest and Additional Interest, if any, on, all Notes to be
redeemed.

            If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption is not so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

            (a) At any time prior to November 1, 2007, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under this Indenture (including additional notes issued after Issue
Date) at a redemption price of 107.375% of the principal amount thereof, plus
accrued and unpaid interest and Additional Interest, if any, to, but not
including, the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

            (1) at least 65% of the aggregate principal amount of Notes issued
      under this Indenture (excluding Notes held by the Company and its
      Subsidiaries) remains outstanding immediately after the occurrence of such
      redemption; and

            (2) the redemption occurs within 180 days of the date of the closing
      of such Equity Offering.

            (b) Except pursuant to Section 3.07(a) or as otherwise set forth
below, the Notes will not be redeemable at the Company's option prior to
November 1, 2009; provided, however, the Company may acquire the Notes by means
other than a redemption, whether

                                      -57-

<PAGE>

pursuant to a tender offer, open market purchase or otherwise, so long as such
acquisition does not violate the terms of this Indenture.

            (c) On or after November 1, 2009, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, on the Notes
to be redeemed to, but not including, the applicable redemption date, if
redeemed during the twelve-month period beginning on November 1 of the years
indicated below, subject to the rights of Holders on the relevant record date to
receive interest on the relevant interest payment date:

<TABLE>
<CAPTION>
                              Year                                      Percentage
                              ----                                      ----------
<S>                                                                     <C>
2009............................................................         103.688%
2010............................................................         102.458%
2011............................................................         101.229%
2012 and thereafter.............................................         100.000%
</TABLE>

            (d) At any time prior to November 1, 2009, the Company may also
redeem all or a part of the Notes at a redemption price equal to 100% of the
principal amount of Notes to be redeemed, plus the Applicable Premium (as
calculated by the Company) as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the redemption date, subject to the
rights of Holders on the relevant record date to receive interest due on the
relevant interest payment date.

            (e) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

            Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

Section 3.08 Mandatory Redemption.

            The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09 Intentionally Omitted.

                                    ARTICLE 4

                                    COVENANTS

Section 4.01 Payment of Notes.

            The Company will pay or cause to be paid the principal of, premium,
if any, and interest and Additional Interest, if any, on, the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest and Additional Interest, if any will be

                                      -58-

<PAGE>

considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal of, premium, if any, and interest and
Additional Interest, if any, then due. The Company will pay all Additional
Interest, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement.

            The Company will pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent
lawful.

Section 4.02 Maintenance of Office or Agency.

            The Company will maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

            The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

Section 4.03 Reports.

            (a) Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will provide to the Trustee,
if not filed electronically with the SEC, all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company and
its consolidated Subsidiaries), and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants.

                                      -59-

<PAGE>

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). The Trustee is under no
duty to examine such reports, information or documents to ensure compliance with
the provisions of this Indenture or to ascertain the correctness or otherwise of
the information or the statements contained therein. The Trustee is entitled to
assume such compliance and correctness unless a Responsible Officer of the
Trustee is informed otherwise.

            All such reports will be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.

            Following the consummation of the Registered Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company will file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing).

            (b) For so long as any Notes remain outstanding, if at any time they
are not required to file with the SEC the reports required by paragraph (a) of
this Section 4.03, the Company and the Guarantors will furnish to the Holders
and to prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

            (a) The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating that
in the course of the performance by the signers of their duties as Officers of
the Company they would normally have knowledge of any Default and whether or not
the signers know of any Default that occurred during such period. If they do,
the certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company also
shall comply with Section 314(a)(4) of the TIA.

            (b) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05 Intentionally Omitted.

Section 4.06 Limitation on Incurrence of Senior Subordinated Indebtedness.

            The Company will not, and will not permit any Guarantor to, incur
any Indebtedness that is subordinated in right of payment to any Senior
Indebtedness unless such Indebtedness is pari passu with, or subordinated in
right of payment to, the Notes or any Note Guarantee, as applicable; provided
that the foregoing limitation shall not apply to distinctions

                                      -60-

<PAGE>

between categories of Senior Indebtedness that exist by reason of any Liens or
guarantees arising or created in respect of some but not all such Senior
Indebtedness.

Section 4.07 Restricted Payments.

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests or to the direct or indirect holders of the
      Company's or any of its Restricted Subsidiaries' Equity Interests in their
      capacity as such (other than dividends or distributions payable in Equity
      Interests (other than Disqualified Stock) of the Company and other than
      dividends or distributions payable to the Company or a Restricted
      Subsidiary of the Company);

            (2) purchase, redeem or otherwise acquire or retire for value any
      Equity Interests of the Company or any Parent or any Restricted Subsidiary
      held by Persons other than the Issuer or any of its Restricted
      Subsidiaries;

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value, any Indebtedness of any
      Parent, the Company or any Guarantor that is contractually subordinated to
      the Notes or to any Note Guarantee (excluding (x) any intercompany
      Indebtedness between or among the Company and any of its Restricted
      Subsidiaries or (y) the purchase, repurchase, or other acquisition of
      Indebtedness that is contractually subordinated to the notes or to any
      Note Guarantee, as the case may be, purchased in anticipation of
      satisfying a sinking fund obligation, principal installment or final
      maturity, in each case due within one year of the date of purchase,
      repurchase or acquisition), except a payment of interest or principal at
      the Stated Maturity thereof; or

            (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

            (A) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (B) the Company would, after giving pro forma effect to such
      Restricted Payment as if such Restricted Payment had been made at the
      beginning of the applicable four-quarter period, have been permitted to
      incur at least $1.00 of additional Indebtedness pursuant to the Fixed
      Charge Coverage Ratio test set forth in Section 4.09(a); and

            (C) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (5) (only to the extent of
      one-half of the amounts paid pursuant to such clause), (6), (8), (9),

                                      -61-

<PAGE>

      (10), (11), (12), (14), (15), (16) and (17) of Section 4.07(b) hereof), is
      less than the sum, without duplication, of:

                  (i) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from the beginning of the
            first fiscal quarter commencing prior to the date of this Indenture
            to the end of the Company's most recently ended fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment (or, if such Consolidated Net Income for
            such period is a deficit, less 100% of such deficit); plus

                  (ii) 100% of the aggregate net proceeds, including cash and
            the Fair Market Value of property other than cash, received by the
            Company since the date of this Indenture (x) as a contribution to
            its common equity capital or (y) from the issue or sale of Equity
            Interests of the Company or any Parent (other than Disqualified
            Stock, Designated Preferred Stock, Excluded Contributions or Cash
            Contributions) or from the issue or sale of convertible or
            exchangeable Disqualified Stock or convertible or exchangeable debt
            securities that have been converted into or exchanged for such
            Equity Interests (other than Equity Interests (or Disqualified Stock
            or debt securities) sold to a Subsidiary of the Company); plus

                  (iii) to the extent that any Restricted Investment that was
            made after the date of this Indenture is sold for cash or otherwise
            liquidated or repaid for cash, 100% of the aggregate amount received
            in cash and the Fair Market Value of property other than cash
            received; plus

                  (iv) to the extent that any Unrestricted Subsidiary of the
            Company designated as such after the date of this Indenture is
            redesignated as a Restricted Subsidiary after the date of this
            Indenture or has been merged into, consolidated or amalgamated with
            or into, or transfers or conveys its assets to, the Company or a
            Restricted Subsidiary of the Company, 100% of the Fair Market Value
            of the Company's Investment in such Subsidiary as of the date of
            such redesignation, combination or transfer (or of the assets
            transferred or conveyed, as applicable) after deducting any
            Indebtedness associated with the Unrestricted Subsidiary so
            designated or combined or any Indebtedness associated with the
            assets so transferred or conveyed); plus

                  (v) 100% of any dividends or distributions received by the
            Company or a Restricted Subsidiary of the Company after the date of
            this Indenture from an Unrestricted Subsidiary of the Company, to
            the extent that such dividends or distributions were not otherwise
            included in the Consolidated Net Income of the Company for such
            period.

                                      -62-

<PAGE>

            (b) The provisions of Section 4.07(a) hereof will not prohibit:

            (1) the payment of any dividend or distribution or the consummation
      of any redemption within 60 days after the date of declaration of the
      dividend or distribution or giving of the redemption notice, as the case
      may be, if, at the date of declaration or notice, the dividend,
      distribution or redemption payment would have complied with the provisions
      of this Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds received by the Company of the substantially
      concurrent sale (other than to a Subsidiary of the Company) of, Equity
      Interests of the Company or any Parent (other than Disqualified Stock) or
      from the substantially concurrent contribution of such proceeds to the
      capital of the Company in any form other than Disqualified Stock or
      Indebtedness; provided that the amount of any such net cash proceeds that
      are utilized for any such Restricted Payment will be excluded from clause
      (C)(ii) of Section 4.07(a) hereof;

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Restricted
      Subsidiary of the Company that is contractually subordinated to the Notes
      or to any Note Guarantee with the net cash proceeds from a substantially
      concurrent incurrence of Permitted Refinancing Indebtedness;

            (4) the payment of any dividend (or, in the case of any partnership
      or limited liability company, any similar distribution) by a Restricted
      Subsidiary of the Company to the holders of its Equity Interests on a pro
      rata basis;

            (5) the repurchase, redemption or other acquisition or retirement
      (or dividends or distributions to any Parent to finance any such
      repurchase, redemption or other acquisition or retirement) for value of
      any Equity Interests of the Company, any Parent or any Restricted
      Subsidiary of the Company held by any current or former officer, director,
      consultant or employee of the Company, any Parent or any Restricted
      Subsidiary of the Company pursuant to any equity subscription agreement,
      stock option agreement, shareholders' or members' agreement or similar
      agreement, plan or arrangement; provided that the aggregate price paid for
      all such repurchased, redeemed, acquired or retired Equity Interests may
      not exceed $4.0 million in any calendar year (with unused amounts in any
      calendar year being permitted to be carried over into succeeding calendar
      years); provided further that the amount in any calendar year may be
      increased by an amount not to exceed:

                  (a) the cash proceeds received by the Company or any of its
            Restricted Subsidiaries from the sale of Equity Interests (other
            than Disqualified Stock) of the Company or any Parent (to the extent
            contributed to the capital of the Company or any Restricted
            Subsidiary in any form other than Disqualified Stock or
            Indebtedness) to members of management, directors or consultants of
            the Company and its Restricted Subsidiaries or any Parent that
            occurs after the date of this Indenture (provided that the amount of
            such cash proceeds utilized for any

                                      -63-

<PAGE>

            such repurchase, retirement, other acquisition, or dividend or
            distribution will not increase the amount available for Restricted
            Payments under clause (C) of Section 4.07(a) and to the extent such
            cash proceeds have not otherwise been applied to the payment of
            Restricted Payments); plus

                  (b) the cash proceeds of key man life insurance policies
            received by the Company or any Parent (to the extent such cash
            proceeds are contributed to the capital of the Company in any form
            other than Disqualified Stock or Indebtedness) and its Restricted
            Subsidiaries after the date of this Indenture, less any amounts
            previously applied to the payment of Restricted Payments pursuant to
            this clause (5);

      (provided that the Company may elect to apply all or any portion of the
      aggregate increase contemplated by clauses (a) and (b) above in any single
      calendar year; provided further, however, notwithstanding the foregoing,
      to the extent such repurchase, redemption or other acquisition or
      retirement is effected through the issuance of Indebtedness to such
      officer, director, consultant or employee the payment under this provision
      will be deemed to have been made on the date of repayment of such
      Indebtedness);

            (6) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (7) the declaration and payment of regularly scheduled or accrued
      dividends or distributions to holders of any class or series of
      Disqualified Stock of the Company or any Restricted Subsidiary of the
      Company issued on or after the date of this Indenture in accordance with
      the Fixed Charge Coverage Ratio test described in Section 4.09 hereof;

            (8) Permitted Payments to Parent;

            (9) purchases of receivables pursuant to a Receivables Repurchase
      Obligation in connection with a Qualified Receivables Financing;

            (10) the declaration and payment of dividends or distributions to
      holders of any class or series of Designated Preferred Stock (other than
      Disqualified Stock) issued after the date of this Indenture and the
      declaration and payment of dividends to any Parent, the proceeds of which
      will be used to fund the payment of dividends or distributions to holders
      of any class or series of Designated Preferred Stock (other than
      Disqualified Stock) of any Parent issued after the date of this Indenture;
      provided, however, that (A) for the most recently ended four full fiscal
      quarters for which internal financial statements are available immediately
      preceding the date of issuance of such Designated Preferred Stock, after
      giving effect to such issuance (and the payment of dividends or
      distributions) on a pro forma basis, the Company could incur an additional
      $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio, and (B)
      the aggregate amount of dividends declared and paid pursuant to this
      clause (10) does not exceed the net cash proceeds actually received by the
      Company (including any such proceeds contributed to

                                      -64-

<PAGE>

      the capital of the Company in any form other than Disqualified Stock or
      Indebtedness by any Parent) from any such sale of Designated Preferred
      Stock (other than Disqualified Stock) issued after the date of this
      Indenture;

            (11) any payments made in connection with the consummation of the
      Transactions (as such term is described in the Offering Memorandum);

            (12) Investments that are made with Excluded Contributions;

            (13) other Restricted Payments in an aggregate amount not to exceed
      $25.0 million since the date of this Indenture;

            (14) the satisfaction of change of control obligations once the
      Company has fulfilled its obligations under this Indenture with respect to
      a Change of Control;

            (15) the repayment of intercompany debt that was permitted to be
      incurred under this Indenture;

            (16) cash dividends or other distributions on the Company's Capital
      Stock used to, or the making of loans to any Parent to, fund the payment
      of fees and expenses owed by the Company or its Restricted Subsidiaries to
      Affiliates, to the extent permitted by Section 4.11 hereof;

            (17) the payment of dividends or distributions on the Company's
      common equity (or the payment of dividends or distributions to any Parent
      to fund the payment by such Parent of dividends or distributions on its
      common equity) of up to 5.0% per calendar year of the net cash proceeds
      received by the Company from any public Equity Offering or contributed to
      the capital of the Company in any form other than Disqualified Stock or
      Indebtedness by any Parent from any public Equity Offering; provided that
      the amount of any such net cash proceeds that are utilized for any such
      Restricted Payment will be excluded from clause (C)(ii) of Section 4.07(a)
      hereof;

            (18) any payments in connection with any merger or consolidation
      involving the Company or any of its Restricted Subsidiaries that does not
      violate the provisions of Section 5.01 hereof;

            (19) payments of principal of, and interest on, any Management
      Notes; and

            (20) the distribution, as a dividend or otherwise, of shares of
      Capital Stock of, or Indebtedness owed to Dresser-Rand Holdings, LLC,
      Holdings, the Company or a Restricted Subsidiary of the Company by,
      Unrestricted Subsidiaries;

provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clause (10) or (17) of this Section 4.07(b),
no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof.

            (c) The amount of all Restricted Payments (other than cash) will be
the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be

                                      -65-

<PAGE>

transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

            (a) the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (1) pay dividends or make any other distributions on its Capital
      Stock to the Company or any of its Restricted Subsidiaries, or with
      respect to any other interest or participation in, or measured by, its
      profits, or pay any Indebtedness owed to the Company or any of its
      Restricted Subsidiaries;

            (2) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

            (b) The restrictions in Section 4.08(a) hereof will not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Indebtedness outstanding on the date of
      this Indenture, the Credit Agreement and Credit Facilities as in effect on
      the date of this Indenture and any amendments, restatements,
      modifications, renewals, supplements, refundings, replacements or
      refinancings of those agreements; provided that such amendments,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings are not, in the good faith judgment of the
      Company's Board of Directors, materially more restrictive, taken as a
      whole, with respect to such dividend and other payment restrictions than
      those contained in those agreements on the date of this Indenture;

            (2) this Indenture, the notes and the Note Guarantees;

            (3) applicable law, rule, regulation, order, approval, license,
      permit or similar restriction;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred or issued in connection with or
      in contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so
      acquired; provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;

                                      -66-

<PAGE>

            (5) non-assignment provisions or subletting restrictions in
      contracts, leases and licenses entered into in the ordinary course of
      business;

            (6) purchase money obligations for property (including Capital
      Stock) acquired in the ordinary course of business and Capital Lease
      Obligations that impose restrictions on the property purchased or leased
      of the nature described in clause (3) of Section 4.08(a) hereof;

            (7) any agreement for the sale or other disposition of the Capital
      Stock or assets of a Restricted Subsidiary that restricts distributions by
      that Restricted Subsidiary pending closing of the sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not, in the good faith judgment of the
      Company's Board of Directors, materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced;

            (9) Liens permitted to be incurred under Section 4.12 hereof that
      limit the right of the debtor to dispose of the assets securing such
      Indebtedness;

            (10) provisions limiting the disposition or distribution of assets
      or property or transfer of Capital Stock in joint venture agreements,
      asset sale agreements, sale-leaseback agreements, stock sale agreements,
      limited liability company organizational documents, and other similar
      agreements entered into (A) in the ordinary course of business, consistent
      with past practice or (B) with the approval of the Company's Board of
      Directors, which limitation is applicable only to the assets, property or
      Capital Stock that are the subject of such agreements;

            (11) any encumbrance or restriction of a Receivables Subsidiary
      effected in connection with a Qualified Receivables Financing; provided,
      however, that such restrictions apply only to such Receivables Subsidiary;

            (12) restrictions on cash, Cash Equivalents, Marketable Securities
      or other deposits or net worth imposed by customers or lessors under
      contracts or leases entered into in the ordinary course of business;

            (13) other Indebtedness of Restricted Subsidiaries (i) that are
      Guarantors that is incurred subsequent to the date of this Indenture
      pursuant to Section 4.09 hereof or (ii) that is incurred subsequent to the
      date of this Indenture pursuant to clauses (4) and (15) of Section 4.09(b)
      hereof;

            (14) encumbrances on property that exist at the time the property
      was acquired by the Company or a Restricted Subsidiary;

            (15) contractual encumbrances or restrictions in effect on the Issue
      Date, and any amendments, restatements, modifications, renewals,
      supplements, refundings, replacements or refinancings of those agreements;
      provided that the amendments,

                                      -67-

<PAGE>

      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings are not, in the good faith judgment of the
      Company's Board of Directors, materially more restrictive, taken as a
      whole, with respect to such dividend and other payment restrictions than
      those contained in those agreements on the date of this Indenture; or

            (16) any encumbrances or restrictions imposed by any amendments or
      refinancings of the contracts, instruments or obligations referred to
      above in clauses (1) through (15); provided that such amendments or
      refinancings are not, in the good faith judgment of the Company's Board of
      Directors, materially more restrictive, taken as a whole, than such
      encumbrances and restrictions prior to such amendment or refinancing.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Equity.

            (a) the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and the Company
will not permit any of its Restricted Subsidiaries to issue any Disqualified
Stock or preferred equity; provided, however, that the Company may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the
Company or any Restricted Subsidiary of the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock or preferred equity, if
the Fixed Charge Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or such preferred equity is issued, as the case may
be, would have been at least 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the
preferred equity had been issued, as the case may be, at the beginning of such
four-quarter period.

            (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company, the Guarantors or any of the
      Company's Restricted Subsidiaries of additional Indebtedness and letters
      of credit and bankers' acceptances thereunder under Credit Facilities in
      an aggregate principal amount at any one time outstanding under this
      clause (1) (with letters of credit being deemed to have a principal amount
      equal to the maximum potential liability of the Company and any Guarantors
      and any Restricted Subsidiaries thereunder) not to exceed $895 million;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      Indebtedness to the extent outstanding on the date of this Indenture;

            (3) the incurrence by the Company and the Guarantors (including any
      future Guarantor) of Indebtedness represented by the notes and the related
      Note Guarantees to

                                      -68-

<PAGE>

      be issued on the date of this Indenture and the exchange notes and the
      related Note Guarantees to be issued pursuant to the Registration Rights
      Agreement;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings, industrial revenue bonds, purchase money obligations
      or other Indebtedness or preferred stock, or synthetic lease obligations,
      in each case, incurred for the purpose of financing all or any part of the
      purchase price or cost of design, development, construction, installation
      or improvement of property (real or personal and including Capital Stock),
      plant or equipment used in the business of the Company or any of its
      Restricted Subsidiaries (in each case, whether through the direct purchase
      of such assets or the Equity Interests of any Person owning such assets),
      in an aggregate principal amount not to exceed, immediately after giving
      effect to any such incurrence, the greater of (x) $70.0 million and (y)
      5.0% of Total Assets;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clause (2), (3), (4), (5), (12), (15) or (16) of
      this Section 4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness and the payee is not the Company or a Guarantor, such
            Indebtedness must be expressly subordinated to the prior payment in
            full in cash of all Obligations then due with respect to the notes,
            in the case of the Company, or the Note Guarantee, in the case of a
            Guarantor; and

                  (B) (i) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted Subsidiary of the
            Company, and (ii) any sale or other transfer of any such
            Indebtedness to a Person that is not either the Company or a
            Restricted Subsidiary of the Company, shall be deemed, in each case,
            to constitute an incurrence of such Indebtedness by the Company or
            such Restricted Subsidiary, as the case may be, that was not
            permitted by this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to another Restricted Subsidiary of shares of preferred
      equity or Disqualified Stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred equity or Disqualified Stock
            being held by a Person other than the Company or a Restricted
            Subsidiary of the Company, and

                                      -69-

<PAGE>

                  (B) any sale or other transfer of any such preferred equity or
            Disqualified Stock to a Person that is not either the Company or a
            Restricted Subsidiary of the Company,

      will be deemed, in each case, to constitute an issuance of such preferred
      equity or Disqualified Stock by such Restricted Subsidiary that was not
      permitted by this clause (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations other than for speculative purposes;

            (9) the guarantee by any Restricted Subsidiary of the Company of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09
      (including Section 4.09(a) hereof); provided that if the Indebtedness
      being guaranteed is subordinated to or pari passu with the Notes, then the
      guarantee thereof shall be subordinated or pari passu, as applicable, to
      the same extent as the Indebtedness so guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of workers' compensation claims,
      payment obligations in connection with health or other types of social
      security benefits, unemployment or other insurance or self-insurance
      obligations, reclamation, statutory obligations, bankers' acceptances,
      performance, surety or similar bonds and letters of credit or completion
      or performance guarantees or equipment leases (including, without
      limitation, performance guarantees and reimbursement obligations arising
      under or in accordance with the terms of the Purchase Agreement), or other
      similar obligations in the ordinary course of business or consistent with
      past practice;

            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds;

            (12) Indebtedness, Disqualified Stock or preferred equity of Persons
      that are acquired by the Company or any of its Restricted Subsidiaries or
      merged into a Restricted Subsidiary in accordance with the terms of this
      Indenture; provided, however, that such Indebtedness, or Disqualified
      Stock or preferred equity is not incurred or issued in contemplation of
      such acquisition or merger or to provide all or a portion of the funds or
      credit support required to consummate such acquisition or merger; provided
      further, however, that, for any such Indebtedness, Disqualified Stock or
      preferred equity outstanding under this clause (12) in excess of $10.0
      million on the date such Person is acquired by the Company or a Restricted
      Subsidiary, after giving effect to such acquisition and the incurrence or
      issuance of such Indebtedness, Disqualified Stock or preferred equity
      either:

                  (A) the Company would be permitted to incur at least $1.00 of
            additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
            test set forth in the first sentence of this Section 4.09; or

                                      -70-

<PAGE>

                  (B) the Fixed Charge Coverage Ratio, on the date of and after
            giving pro forma effect to such acquisition and such incurrence or
            issuance, would not be reduced as a result of such acquisition;

            (13) Indebtedness incurred by a Receivables Subsidiary in a
      Qualified Receivables Financing that is Non-Recourse Debt to the Company
      or any Restricted Subsidiary of the Company other than such Receivables
      Subsidiary (except for Standard Securitization Undertakings);

            (14) the incurrence of Indebtedness arising from agreements of the
      Company or a Restricted Subsidiary providing for indemnification,
      adjustment of purchase price, earn outs, or similar obligations, in each
      case, incurred or assumed in connection with the disposition or
      acquisition of any business, assets or a Subsidiary in accordance with the
      terms of this Indenture, other than guarantees of Indebtedness incurred or
      assumed by any Person acquiring all or any portion of such business,
      assets or Subsidiary for the purpose of financing such acquisition;

            (15) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness or the issuance of Disqualified
      Stock or preferred equity in an aggregate principal amount (or accreted
      value, as applicable) or having an aggregate liquidation preference at any
      time outstanding not to exceed $85.0 million (it being understood that any
      Indebtedness, Disqualified Stock or preferred equity incurred pursuant to
      this clause (15) shall cease to be deemed incurred or outstanding for
      purposes of this Section 4.09 from and after the date on which the Company
      could have incurred such Indebtedness or Disqualified Stock or preferred
      equity under Section 4.09(a) hereof without reliance upon this clause
      (15));

            (16) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness arising out of advances on
      exports, advances on imports, advances on trade receivables, factoring of
      receivables, customer prepayments and similar transactions in the ordinary
      course of business and consistent with past practice;

            (17) the incurrence of additional Indebtedness by a Foreign
      Subsidiary in an aggregate principal amount which does not exceed the
      greater of (a) $50 million or (b) 3.5% of the Total Assets at any one time
      outstanding (which amount may, but need not, be incurred in whole or in
      part under a Credit Facility);

            (18) Indebtedness of the Company or any of its Restricted
      Subsidiaries in respect of the Management Notes; and

            (19) Contribution Indebtedness.

            For purposes of determining compliance with this Section 4.09, in
the event that an item of proposed Indebtedness, Disqualified Stock or preferred
equity meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (19) above or is entitled to be incurred
pursuant to Section 4.09(a) hereof, the Company will be permitted to classify
such item of Indebtedness, Disqualified Stock or preferred equity on the date of
its incurrence and will only be required to include the amount and type of such
Indebtedness,

                                      -71-

<PAGE>

Disqualified Stock or preferred equity in one of the above clauses, although the
Company may divide and classify an item of Indebtedness, Disqualified Stock or
preferred equity in one or more of the types of Indebtedness, Disqualified Stock
or preferred equity and may later reclassify all or a portion of such item of
Indebtedness, Disqualified Stock or preferred equity, in any manner that
complies with this Section 4.09. The accrual of interest or dividends, the
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred equity as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock or
preferred equity in the form of additional shares of the same class of
Disqualified Stock or preferred equity will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock or preferred equity for
purposes of this Section 4.09; provided, in each such case (other than preferred
stock that is not Disqualified Stock), that the amount of any such accrual,
accretion or payment is included in Fixed Charges of the Company as accrued.
Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to
this Section 4.09 shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values.

            The amount of any Indebtedness outstanding as of any date will be:

            (1) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount;

            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
            determination; and

                  (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) The Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash, Cash
      Equivalents or Marketable Securities. For purposes of this provision, each
      of the following shall be deemed to be cash:

                                      -72-

<PAGE>

                  (A) any liabilities of the Company or any Restricted
            Subsidiary of the Company (other than contingent liabilities and
            liabilities that are by their terms subordinated to the Notes or any
            Note Guarantee) that are assumed by the transferee of any such
            assets and as a result of which, the Company or such Restricted
            Subsidiary of the Company are released from any further liability in
            connection therewith;

                  (B) any securities, notes, other obligations or assets
            received by the Company or any such Restricted Subsidiary from such
            transferee that are converted by the Company or such Restricted
            Subsidiary into cash or Cash Equivalents within 180 days of the
            receipt thereof, to the extent of the cash or Cash Equivalents
            received in that conversion;

                  (C) any Designated Non-cash Consideration received by the
            Company or any of its Restricted Subsidiaries in such Asset Sale;
            provided that the aggregate Fair Market Value of such Designated
            Non-cash Consideration, taken together with the Fair Market Value at
            the time of receipt of all other Designated Non-cash Consideration
            received pursuant to this clause (C) less the amount of Net Proceeds
            previously realized in cash from prior Designated Non-cash
            Consideration is less than the greater of (x) 2.50% of Total Assets
            at the time of the receipt of such Designated Non-cash Consideration
            (with the Fair Market Value of each item of Designated Non-cash
            Consideration being measured at the time received and without giving
            effect to subsequent changes in value) and (y) $35.0 million; and

                  (D) any Capital Stock or assets of the kind referred to in
            clause (2) or (4) of the next paragraph of this Section 4.10.

            Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may:

            (a) apply such Net Proceeds, at its option:

                  (1) to repay (w) Indebtedness and other Obligations
            constituting Senior Indebtedness, (x) any Indebtedness that was
            secured by the assets sold in such Asset Sale, (y) other pari passu
            Indebtedness (provided that the Company shall also equally and
            ratably reduce Indebtedness under the Notes by making an offer (in
            accordance with the procedures set forth below for an Asset Sale) to
            all Holders to purchase at a purchase price equal to 100% of the
            principal amount thereof, plus accrued and unpaid interest and
            Additional Interest, if any, the pro rata principal amount of
            Notes), or (z) Indebtedness of a Restricted Subsidiary that is not a
            Guarantor, in each case other than Indebtedness owed to any Parent,
            the Company or any of their respective Affiliates;

                  (2) to acquire all or substantially all of the assets of, or
            any Capital Stock of, another Permitted Business; provided that in
            the case of any such

                                      -73-

<PAGE>

            acquisition of Capital Stock, the Permitted Business is or becomes a
            Restricted Subsidiary of the Company;

                  (3) to make a capital expenditure; or

                  (4) to acquire other assets that are not classified as current
            assets under GAAP and that are used or useful in a Permitted
            Business; or

            (b) enter into a binding commitment to apply the Net Proceeds
      pursuant to clause (a) (2), (3) or (4) above, provided that such binding
      commitment shall be treated as a permitted application of the Net Proceeds
      from the date of such commitment until the earlier of (x) the date on
      which such acquisition or expenditure is consummated, and (y) the 180th
      day following the expiration of the aforementioned 365 day period.

Pending the final application of any Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.

            Any Net Proceeds from Asset Sales that are not applied or invested
as provided in the second paragraph of this Section 4.10 will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
within ten Business Days thereof, the Company will make an offer to all holders
of Notes (an "Asset Sale Offer") and all holders of other Indebtedness that is
pari passu with the notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of the principal
amount of the Notes and such other pari passu Indebtedness plus accrued and
unpaid interest and Additional Interest, if any, on the Notes and such other
pari passu Indebtedness, to, but excluding, the date of purchase and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero.

            The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
compliance.

            Not later than the date upon which written notice of an Asset Sale
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (i) the amount of the Excess
Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant
to which such Asset Sale Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.10. Upon the expiration of the
period for which the Asset Sale Offer remains open (the "Offer Period"), the
Company shall

                                      -74-

<PAGE>

deliver to the Trustee for cancellation the Notes or portions thereof that have
been properly tendered to and are to be accepted by the Company. Upon receipt
from the Company of the purchase price for the Notes accepted for payment, the
Trustee shall promptly (but in any case not later than the Business Day after
the Trustee receives such amounts) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase. In the event that the Excess Proceeds
delivered by the Company to the Trustee is greater than the purchase price of
the Notes tendered, the Trustee shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.10.

            Holders electing to have a Note purchased shall be required to
surrender the Note, with the form entitled "Option of Holder to Elect Purchase"
attached to the Note duly completed, to the Company at the address specified in
the notice at least three Business Days prior to the purchase date. Holders
shall be entitled to withdraw their election if the Trustee or the Company
receives not later than one Business Day prior to the purchase date, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note which was delivered by the Holder for purchase
and a statement that such Holder is withdrawing his election to have such Note
purchased. If at the end of the Offer Period more Notes are tendered pursuant to
an Asset Sale Offer than the Company is required to purchase, selection of such
Notes for purchase shall be made by the Trustee in accordance with Section 3.02
hereof; provided that no Notes of $1,000 or less shall be purchased in part.

            Notices of an Asset Sale Offer shall be mailed by first class mail,
postage prepaid, at least 30 but not more than 60 days before the purchase date
to each Holder at such Holder's registered address. If any Note is to be
purchased in part only, any notice of purchase that relates to such Security
shall state the portion of the principal amount thereof that is to be purchased.

            A new Note in principal amount equal to the unpurchased portion of
any Note purchased in part shall be issued in the name of the Holder thereof
upon cancellation of the original Note in accordance with Section 2.02 hereof.
On and after the purchase date, unless the Company defaults in payment of the
purchase price, interest shall cease to accrue on Notes or portions thereof
purchased.

Section 4.11 Transactions with Affiliates.

            (a) the Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each, an "Affiliate Transaction"), involving
aggregate consideration in excess of $1.0 million, unless:

            (1) the Affiliate Transaction is on terms that are not materially
      less favorable to the Company or the relevant Restricted Subsidiary than
      those that would have been obtained in a comparable transaction by the
      Company or such Restricted Subsidiary with an unrelated Person; and

                                      -75-

<PAGE>

            (2) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, a resolution of the Board of Directors of
            the Company certifying that such Affiliate Transaction complies with
            this Section 4.11 and that such Affiliate Transaction has been
            approved by a majority of the disinterested members, if any, of the
            Board of Directors of the Company; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $25.0 million, an opinion as to the fairness to the
            Company or such Restricted Subsidiary of such Affiliate Transaction
            from a financial point of view issued by an accounting, appraisal or
            investment banking firm of national standing.

            (b) The following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a) hereof:

            (1) any employment agreement, employee benefit plan, officer or
      director indemnification agreement or any similar arrangement entered into
      by the Company or any of its Restricted Subsidiaries in the ordinary
      course of business or consistent with past practice and payments pursuant
      thereto;

            (2) transactions (including a merger) between or among the Company
      and/or any of its Restricted Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary, an
      Equity Interest in, or controls, such Person;

            (4) payment of reasonable fees to, and indemnity provided on behalf
      of, officers, directors, employees or consultants of the Company or any of
      its Restricted Subsidiaries or any Parent;

            (5) any issuance of Equity Interests (other than Disqualified Stock)
      of the Company to Affiliates of the Company or to any director, officer,
      employee or consultant of the Company or any Parent, and the granting and
      performance of registration rights;

            (6) Restricted Payments and Investments that do not violate Section
      4.07 hereof;

            (7) the entering into any agreement to pay, and the payment of,
      customary annual management, consulting, monitoring and advisory fees to
      the Equity Investors in an amount not to exceed in any four quarter period
      the greater of (x) $5.0 million and (y) 2.0% of Consolidated Cash Flow of
      the Company and its Restricted Subsidiaries for such period;

                                      -76-

<PAGE>

            (8) loans or advances to employees or consultants in the ordinary
      course of business or consistent with past practice not to exceed $2.5
      million in the aggregate at any one time outstanding;

            (9) any transaction effected as part of a Qualified Receivables
      Financing;

            (10) any transaction in which the Company or any of its Restricted
      Subsidiaries, as the case may be, delivers to the Trustee a letter from an
      accounting, appraisal or investment banking firm of national standing
      stating that such transaction is fair to the Company or such Restricted
      Subsidiary from a financial point of view or that such transaction meets
      the requirements of clause (1) of Section 4.11(a);

            (11) the existence of, or the performance by the Company or any of
      its Restricted Subsidiaries of its obligations under the terms of, any
      acquisition agreements or members' or stockholders agreement or related
      documents to which it is a party as of the date of this Indenture and any
      amendment thereto or similar agreements which it may enter into
      thereafter; provided, however, that the existence of, or the performance
      by the Company or any of its Restricted Subsidiaries of its obligations
      under, any future amendment to any such existing agreement or under any
      similar agreement entered into after the date of this Indenture shall only
      be permitted by this clause (11) to the extent that the terms of any such
      existing agreement, together with all amendments thereto, taken as a
      whole, or such new agreement are not, in the good faith judgment of the
      Company's Board of Directors, otherwise more disadvantageous to the
      Holders of the Notes taken as a whole than the original agreement as in
      effect on the date of this Indenture;

            (12) transactions with Unrestricted Subsidiaries, customers,
      clients, suppliers, joint venture partners or purchasers or sellers of
      goods or services, or lessors or lessees of property, in each case in the
      ordinary course of business and otherwise in compliance with the terms of
      this Indenture which are, in the aggregate (taking into account all the
      costs and benefits associated with such transactions), materially no less
      favorable to the Company or its Restricted Subsidiaries than those that
      would have been obtained in a comparable transaction by the Company or
      such Restricted Subsidiary with an unrelated Person, in the good faith
      judgment of the Company's Board of Directors or senior management thereof,
      or are on terms at least as favorable as might reasonably have been
      obtained at such time from an unaffiliated party;

            (13) (x) guarantees of performance by the Company and its Restricted
      Subsidiaries of Unrestricted Subsidiaries of the Company in the ordinary
      course of business, except for guarantees of Indebtedness in respect of
      borrowed money, and (y) pledges of Equity Interests of Unrestricted
      Subsidiaries of the Company for the benefit of lenders of Unrestricted
      Subsidiaries of the Company;

            (14) if such Affiliate Transaction is with a Person in its capacity
      as a holder of Indebtedness or Capital Stock of the Company or any
      Restricted Subsidiary where such Person is treated no more favorably than
      the holders of Indebtedness or Capital Stock of the Company or any
      Restricted Subsidiary;

                                      -77-

<PAGE>

            (15) transactions effected pursuant to agreements in effect on the
      Issue Date and any amendment, modification or replacement of such
      agreement (so long as such amendment or replacement is not, in the good
      faith judgment of the Company's Board of Directors, materially more
      disadvantageous to the Holders of the Notes, taken as a whole, than the
      original agreement as in effect on the Issue Date);

            (16) payments to the Equity Investors made for any financial
      advisory, financing or other investment banking activities, including
      without limitation, in connection with acquisitions or divestitures, which
      payments are approved by a majority of the Company's Board of Directors;

            (17) any restructuring or similar transactions contemplated to be
      effected pursuant to the terms of the Holdings LLC Agreement or the
      Dresser-Rand Holdings, LLC Agreement; and

            (18) the issuance of Management Notes.

Section 4.12 Liens.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness (other than
Permitted Liens) that ranks pari passu with or is subordinated to the Notes or
the Note Guarantees upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured
on an equal and ratable basis with the obligations so secured (or, in the case
of subordinated Indebtedness, contractually prior or senior thereto, with the
same relative priority as the Notes shall have with respect to such subordinated
Indebtedness) until such time as such obligations are no longer secured by a
Lien.

Section 4.13 Business Activities.

            the Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Intentionally Omitted.

Section 4.15 Offer to Repurchase upon Change of Control.

            (a) Upon the occurrence of a Change of Control, the Company will
make an offer (a "Change of Control Offer") to each Holder of the Notes to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of that Holder's Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Additional Interest, if any, on the Notes repurchased to, but not including,
the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant interest payment date (the "Change
of Control Payment"). Within 30 days following any Change of Control, except to
the extent that the Company has exercised its right to redeem the Notes in
accordance with Article 3 of this Indenture the Company will mail a notice

                                      -78-

<PAGE>

to each Holder describing the transaction or transactions that constitute the
Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes properly tendered pursuant to such Change
      of Control Offer will be accepted for payment;

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered will continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Trustee at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders will be entitled to withdraw their election if the
      Trustee receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased; and

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

            The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15 hereof, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached their obligations under this Section 4.15 by virtue of such compliance.

            (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

                                      -79-

<PAGE>

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased
      by the Company.

            The Paying Agent will promptly mail or wire transfer to each Holder
properly tendered and so accepted the Change of Control Payment for such Notes.
The Company will execute and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided, that each new note will be in a principal amount of $1,000 or an
integral multiple of $1,000. Any Note so accepted for payment will cease to
accrue interest on and after the Change of Control Payment Date. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as reasonably practicable after the Change of Control Payment Date.

            (c) Notwithstanding anything to the contrary in this Section 4.15,
the Company will not be required to make a Change of Control Offer upon a Change
of Control if (1) a third party makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 Payments for Consent.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.17 Additional Note Guarantees.

            If the Company or any of its Restricted Subsidiaries acquires or
creates another wholly-owned Domestic Subsidiary on or after the date of this
Indenture, then that newly acquired or created Domestic Subsidiary, if such
Subsidiary guarantees any Indebtedness of the Company (unless such Subsidiary is
a Receivables Subsidiary), shall become a Guarantor (which Note Guarantee shall
be senior to or pari passu with such Restricted Subsidiary's guarantee of such
other Indebtedness unless such other Indebtedness is Senior Indebtedness, in
which case the Note Guarantee may be subordinated to the guarantee of such
Senior Indebtedness to the same extent as the Notes are subordinated to such
Senior Indebtedness) and execute a supplemental indenture and deliver an Opinion
of Counsel satisfactory to the Trustee within 30 days of the date on which it
was acquired or created; provided that any Domestic Subsidiary that constitutes

                                      -80-

<PAGE>

an Immaterial Subsidiary need not become a Guarantor until such time as it (i)
ceases to be an Immaterial Subsidiary or (ii) guarantees the Credit Agreement.
The form of such supplemental indenture is attached hereto as Exhibit E hereto.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

            The Board of Directors of the Company may designate any Restricted
Subsidiary, other than the Company, to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary is designated
as an Unrestricted Subsidiary, the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary designated as Unrestricted shall be deemed to be an Investment
made as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses of
such definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if such Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

            Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors of the Company giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it will thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
will be in default of such covenant. The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary
of the Company; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary, and such designation
will only be permitted if (1) (x) the Company could incur such Indebtedness
pursuant to the Fixed Charge Coverage Ratio test, described in Section 4.09(a)
hereof, or (y) the Fixed Charge Coverage Ratio for the Company and its
Restricted Subsidiaries would be greater than such ratio for the Company and its
Restricted Subsidiaries immediately prior to such designation, in each case on a
pro forma basis taking into account such designation; and (2) no Default or
Event of Default would be in existence following such designation.

Section 4.19 Changes in Covenants upon Notes Being Rated Investment Grade.

            If on any date following the Issue Date: (i) the Notes are assigned
an Investment Grade Rating from both of the Rating Agencies and (ii) no Default
or Event of Default shall have occurred and be continuing, then the Company
shall provide written notice to such effect to the Trustee and, beginning on
that day, the covenants contained in Sections 4.06, 4.07, 4.08, 4.09, 4.10,
4.11, 4.13 and 4.18 hereof, and clause (4) of Section 5.01 shall terminate
(provided that

                                      -81-

<PAGE>

failure to provide such notice shall not result in a Default or Event of Default
or the Company having to comply with such provisions).

                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

            The Company will not, directly or indirectly, consolidate or merge
with or into another Person; or sell, assign, transfer, convey or otherwise
dispose of all or substantially all of its properties or assets (determined on a
consolidated basis for the Company and its Restricted Subsidiaries), in one or
more related transactions to another Person, unless:

            (1) either:

                  (A) the Company is the surviving entity; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company) or to which such sale,
            assignment, transfer, conveyance or other disposition has been made
            is a corporation, partnership or limited liability company organized
            or existing under the laws of the United States, any state of the
            United States or the District of Columbia;

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Registration Rights Agreement, in each case, pursuant to
      agreements reasonably satisfactory to the Trustee;

            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) (a) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      would, on the date of such transaction after giving pro forma effect
      thereto and to any related financing transactions as if the same had
      occurred at the beginning of the applicable four-quarter period be
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;
      or

            (b) the Fixed Charge Coverage Ratio for the successor entity and its
      Restricted Subsidiaries, on the date of and after giving pro forma effect
      to such acquisition and such incurrence or issuance, would not be less
      than such ratio for the Company and its Restricted Subsidiaries
      immediately prior to such transaction.

                                      -82-

<PAGE>

            In addition, the Company may not, directly or indirectly, lease all
or substantially all of the properties and assets (determined on a consolidated
basis for the Company and its Restricted Subsidiaries), in one or more related
transactions, to any other Person.

            This Section 5.01 will not apply to:

            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction; or

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and any of its Restricted Subsidiaries.

Section 5.02 Successor Substituted.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all or substantially all of the Company's properties or assets in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

            Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on, or
      Additional Interest, if any, with respect to the Notes, whether or not
      such payment is prohibited by the provisions described in Article 10
      hereof;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on the Notes, whether
      or not such payment is prohibited by the provisions described in Article
      10 hereof;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.15 or 5.01 hereof;

                                      -83-

<PAGE>

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

            (5) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Significant
      Subsidiaries or group of Restricted Subsidiaries that taken as a whole
      would constitute a Significant Subsidiary (or the payment of which is
      guaranteed by the Company or any of its Restricted Subsidiaries), whether
      such Indebtedness or guarantee now exists, or is created after the date of
      this Indenture (but excluding Indebtedness owing to the Company or a
      Restricted Subsidiary), if that default:

                  (A) is caused by a failure to pay principal on such
            Indebtedness prior to the expiration of the grace period provided in
            such Indebtedness upon the Stated Maturity of such Indebtedness (a
            "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its Stated Maturity,

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $25.0 million or more;

            (6) failure by the Company or any of its Significant Subsidiaries,
      or group of Restricted Subsidiaries that taken as a whole would constitute
      a Significant Subsidiary, to pay final and non-appealable judgments
      entered by a court or courts of competent jurisdiction aggregating in
      excess of $25.0 million (net of any amounts which are covered by insurance
      or bonded), which judgments are not paid, waived, satisfied, discharged or
      stayed for a period of 60 days;

            (7) the Company or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries that, taken
      together, would constitute a Significant Subsidiary pursuant to or within
      the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a custodian of it or for
            all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors.

                                      -84-

<PAGE>

            (8) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries that, taken together, would constitute a
            Significant Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries that, taken together, would
            constitute a Significant Subsidiary or for all or substantially all
            of the property of the Company or any of its Restricted Subsidiaries
            that is a Significant Subsidiary or any group of Restricted
            Subsidiaries that, taken together, would constitute a Significant
            Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries that, taken together, would
            constitute a Significant Subsidiary;

            and the order or decree remains unstayed and in effect for 60
            consecutive days; and

            (9) except as permitted by this Indenture, any Note Guarantee of any
      Significant Subsidiary or group of Restricted Subsidiaries that taken as a
      whole would constitute a Significant Subsidiary is held in any judicial
      proceeding to be unenforceable or invalid or ceases for any reason to be
      in full force and effect (other than in accordance with the terms of such
      Note Guarantee and this Indenture), or any Guarantor, or any Person acting
      on behalf of any Guarantor, denies or disaffirms its obligations under its
      Note Guarantee and such Default continues for 10 days.

Section 6.02 Acceleration.

            In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately; provided that any such declaration of acceleration shall
not become effective until the earlier of (x) five Business Days after receipt
of the acceleration notice by the Bank Agent and the Company or (y) acceleration
of the Indebtedness under the Credit Agreement; provided further that such
acceleration shall be automatically rescinded and annulled without any further
action required on the part of the Trustee or the Holders in the event that any
and all Events of Default specified in the acceleration notice under this
Indenture shall have been cured, waived or otherwise remedied as provided in
this Indenture prior to the expiration of the period referred to in the
preceding clauses (x) and (y).

                                      -85-

<PAGE>

            Upon any such declaration, the Notes shall become due and payable
immediately.

            The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Additional Interest, if
any, that has become due solely because of the acceleration) have been cured or
waived.

            In the event of any Event of Default specified in clause (5) of
Section 6.01, such Event of Default and all consequences thereof (excluding,
however, any resulting payment default) will be annulled, waived and rescinded,
automatically and without any action by the Trustee or the Holders of the Notes,
if within 20 days after such Event of Default arose the Company delivers an
Officers' Certificate to the Trustee stating that (x) the Indebtedness or
guarantee that is the basis for such Event of Default has been discharged or (y)
the Holders thereof have rescinded or waived the acceleration, notice or action
(as the case may be) giving rise to such Event of Default or (z) the default
that is the basis for such Event of Default has been cured, it being understood
that in no event shall an acceleration of the principal amount of the Notes as
described above be annulled, waived or rescinded upon the happening of any such
events.

Section 6.03 Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium and
Additional Interest, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

            Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes rescind an acceleration or waive an existing Default or
Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of, premium and Additional
Interest, if any, or interest on, the Notes (including in connection with an
offer to purchase). Upon any such rescission or waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

                                      -86-

<PAGE>

Section 6.05 Control by Majority.

            Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

            A Holder may pursue a remedy with respect to this Indenture or the
      Notes only if:

            (1) such Holder has previously given the Trustee written notice that
      an Event of Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
      then outstanding Notes make a written request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer and, if requested, provide to the
      Trustee security or indemnity satisfactory to the Trustee against any
      loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of such security or indemnity;
      and

            (5) during such 60-day period, Holders of a majority in aggregate
      principal amount of the then outstanding Notes do not give the Trustee a
      direction inconsistent with such request.

            A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

            If an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on, the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs

                                      -87-

<PAGE>

and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable and documented compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10 Priorities.

            If the Trustee collects any money pursuant to this Article 6, it
shall pay out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
      under Section 7.07 hereof, including payment of all compensation,
      expenses, disbursements and liabilities incurred by the Trustee, its
      counsel and agents and the costs and expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for principal, premium and Additional Interest, if any, and interest,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for principal, premium and Additional
      Interest, if any and interest, respectively; and

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct in writing.

            The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10.

                                      -88-

<PAGE>

Section 6.11 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable and
documented attorneys' fees and expenses against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders
of more than 10% in aggregate principal amount of the then outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default of
which a Responsible Officer of the Trustee shall have actual knowledge and after
the curing of all such Events of Defaults which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default of which a Responsible Officer of the Trustee
shall have actual knowledge has occurred and is continuing, the Trustee will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

            (b) Except during the continuance of an Event of Default:

            (1) the duties of the Trustee will be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, with respect to certificates or opinions specifically required by
      any provision hereof to be furnished to it, the Trustee will examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture; provided, however, that the Trustee shall
      not be responsible for the accuracy or content of any resolution,
      certificate, statement, opinion, report, document, order or other
      instrument furnished to it hereunder.

                                      -89-

<PAGE>

            (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section 7.01;

            (2) the Trustee will not be liable for any error of judgment made in
      good faith by a Responsible Officer, unless it is proved that the Trustee
      was negligent in ascertaining the pertinent facts; and

            (3) the Trustee will not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

            (d) No provision of this Indenture will require the Trustee to
expend or risk its own funds or incur any liability for the performance of any
of its duties hereunder or the exercise of any of its rights or powers. The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders, unless such Holder has
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

            (e) The Trustee will not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

Section 7.02 Rights of Trustee.

            (a) The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection and the advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

            (c) The Trustee may execute any of the trusts or powers hereunder
and perform any duties hereunder either directly or through its attorneys and
agents and will not be responsible for the misconduct or negligence of any agent
appointed with due care.

            (d) The Trustee will not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

                                      -90-

<PAGE>

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

            (f) The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee indemnity or
security satisfactory to it against the losses, liabilities and expenses that
might be incurred by it in compliance with such request or direction.

            (g) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

            (h) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture;

            (i) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder;

            (j) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

            (k) The right of the Trustee to perform any discretionary act
enumerated in this Indenture shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.

Section 7.03 Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under
the TIA) or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

            The Trustee will not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's

                                      -91-

<PAGE>

use of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it will not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture or the legality or
validity of the Notes or this Indenture other than its certificate of
authentication.

Section 7.05 Notice of Defaults.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee will mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium or
Additional Interest, if any, or interest on, any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

            (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

            (b) A copy of each report at the time of its mailing to the Holders
of Notes will be mailed by the Trustee to the Company and filed by the Trustee
with the SEC and each stock exchange on which the Notes are listed in accordance
with TIA Section 313(d). The Company will promptly notify the Trustee when the
Notes are listed on any stock exchange or delisted therefrom.

Section 7.07 Compensation and Indemnity.

            (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable and documented disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses will include the reasonable and documented compensation,
disbursements and expenses of the Trustee's agents and counsel.

            (b) The Company and each Guarantor, jointly and severally, will
indemnify the Trustee and any director, officer, employee or agent of the
Trustee against any and all losses, liabilities, claims, damages or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including, without
limitation, the reasonable and documented costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in

                                      -92-

<PAGE>

connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its own negligence, bad faith or willful misconduct. The Trustee
will notify the Company promptly of any claim of which a Responsible Officer has
received written notice for which it may seek indemnity. Failure by the Trustee
to so notify the Company will not relieve the Company or any of the Guarantors
of their obligations hereunder. The Company or such Guarantor will defend the
claim and the Trustee will cooperate in the defense. The Trustee may have
separate counsel and the Company and the Guarantors, as applicable, will pay the
reasonable and documented fees and expenses of such counsel provided, however
that the Company and any Guarantor shall not be required to pay such fees and
expenses if it assumes such indemnified parties' defense and, in such
indemnified parties' reasonable judgment, there is no conflict of interest
between the Company and the Guarantors, as applicable, and such parties in
connection with such defense. Neither the Company nor any Guarantor need pay for
any settlement made without its consent, which consent will not be unreasonably
withheld.

            (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

            (d) To secure the Company's and the Guarantors' payment obligations
in this Section 7.07, the Trustee will have a Lien prior to the Notes on all
money or property held or collected by the Trustee, except that held in trust to
pay principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.

            (e) When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

            (f) The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

            (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in aggregate principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10 hereof;

            (2) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3) a custodian or public officer takes charge of the Trustee or its
      property; or

                                      -93-

<PAGE>

            (4) the Trustee becomes incapable of acting.

            (c) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

            (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (e) If the Trustee, after written request by any Holder who has been
a Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition at the expense of the Company any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, Etc.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act will be the
successor Trustee.

Section 7.10 Eligibility; Disqualification.

            There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

            This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

                                      -94-

<PAGE>

Section 7.11 Preferential Collection of Claims Against the Company.

            The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

            The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note
Guarantees upon compliance with the conditions set forth below in this Article
8.

Section 8.02 Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium and Additional
      Interest, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

            (2) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

            Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

                                      -95-

<PAGE>

Section 8.03 Covenant Defeasance.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17,
4.18 and 4.19 and clauses (3) and (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes will
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will
not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

            In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in U.S. dollars, non-callable
      Government Securities, or a combination thereof, in such amounts as will
      be sufficient, in the opinion of a nationally recognized investment bank,
      appraisal firm, or firm of independent public accountants, to pay the
      principal of, premium and Additional Interest, if any, and interest on,
      the outstanding Notes on the stated date for payment thereof or on the
      applicable redemption date, as the case may be, and the Company must
      specify whether the Notes are being defeased to such stated date for
      payment or to a particular redemption date;

            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel confirming that:

                  (A) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling; or

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

                                      -96-

<PAGE>

      in either case to the effect that, and based thereon such Opinion of
      Counsel shall confirm that, the Holders of the outstanding Notes will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such Legal Defeasance and will be subject to federal income tax on the
      same amounts, in the same manner and at the same times as would have been
      the case if such Legal Defeasance had not occurred;

            (3) in the case of an election under Section 8.03 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel confirming that
      the Holders of the outstanding Notes will not recognize income, gain or
      loss for federal income tax purposes as a result of such Covenant
      Defeasance and will be subject to federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such Covenant Defeasance had not occurred;

            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from, or arising in connection with, the borrowing of
      funds to be applied to such deposit and the grant of any Lien securing
      such borrowing);

            (5) such Legal Defeasance or Covenant Defeasance will not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound, including the Credit Agreement;

            (6) the Company is not prohibited from making payments in respect of
      the Notes by the provisions described in Article 10 hereof;

            (7) the Company must deliver to the Trustee an Officers' Certificate
      stating that the deposit was not made by the Company with the intent of
      preferring the Holders over the other creditors of the Company with the
      intent of defeating, hindering, delaying or defrauding any creditors of
      the Company or others; and

            (8) the Company must deliver to the Trustee an Officers' Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

            Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes will be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

                                      -97-

<PAGE>

            The Company will pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            Notwithstanding anything in this Article 8 to the contrary, the
Trustee will deliver or pay to the Company from time to time upon the request of
the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06 Repayment to Company.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium or
Additional Interest, if any, or interest on, any Note and remaining unclaimed
for two years after such principal, premium or Additional Interest, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company causes to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

            If the Trustee or Paying Agent is unable to apply any U.S. dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Additional Interest, if any, or interest on, any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                      -98-

<PAGE>

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

            Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
or the Note Guarantee without the consent of any Holder:

            (1) to cure any ambiguity, defect or inconsistency;

            (2) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Company or such Guarantor pursuant to Article 5 or Article 11
      hereof;

            (4) to make any change that would provide any additional rights or
      benefits to the Holders or that does not adversely affect the legal rights
      hereunder of any Holder;

            (5) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (6) to conform the text of this Indenture or the Notes to any
      provision of the "Description of the Notes" section of the Offering
      Memorandum, to the extent that such provision in that "Description of the
      Notes" was intended to be a verbatim recitation of a provision of this
      Indenture, the Note Guarantees or the Notes;

            (7) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of the date hereof;

            (8) to allow any Guarantor to execute a supplemental indenture
      and/or a Note Guarantee with respect to the Notes and to release
      Guarantors from the Note Guarantee in accordance with the terms of this
      Indenture;

            (9) to comply with the rules of any applicable securities
      depositary; or

            (10) to provide for a successor Trustee in accordance with the terms
      of this Indenture or to otherwise comply with any requirement of this
      Indenture.

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not

                                      -99-

<PAGE>

be obligated to enter into such amended or supplemental indenture that affects
its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

            Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Sections 4.10 and 4.15 hereof) and the Notes or the Note
Guarantee with the consent of the Company and Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium
or Additional Interest, if any, or interest on, the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes or the Note Guarantee may be
waived with the consent of the Company and Holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

            It is not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement, waiver or consent, but it is sufficient if such consent approves the
substance thereof.

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes or the Note Guarantees. However,
without the consent of the Company and each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):

                                      -100-

<PAGE>

            (1) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter the provisions with respect to the redemption of the Notes
      (except as provided above with respect to Sections 4.10 and 4.15 hereof);

            (3) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

            (4) waive a Default or Event of Default in the payment of principal
      of, or premium or Additional Interest, if any, or interest on, the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the then outstanding
      Notes and a waiver of the payment default that resulted from such
      acceleration);

            (5) make any Note payable in money other than that stated in the
      Notes;

            (6) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or impair the rights of Holders to receive
      payments of principal of, or interest or premium or Additional Interest,
      if any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 4.10 or 4.15 hereof);

            (8) release any Guarantor that is a Significant Subsidiary from any
      of its obligations under its Note Guarantee or this Indenture, except in
      accordance with the terms of this Indenture;

            (9) impair the right to institute suit for the enforcement of any
      payment on or with respect to the Notes or any Note Guarantees;

            (10) modify the subordination provisions of this Indenture in any
      manner adverse to the Holders; or

            (11) make any change in the preceding amendment and waiver
      provisions.

Section 9.03 Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes will be
set forth in a amended or supplemental indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or

                                      -101-

<PAGE>

subsequent Holder of a Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the amendment, supplement
or waiver becomes effective. After an amendment, supplement or waiver becomes
effective in accordance with its terms, it thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

            The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

            Failure to make the appropriate notation or issue a new Note will
not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, Etc.

            The Trustee will sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amended or supplemental indenture until the Board of
Directors of the Company approves it. In executing any amended or supplemental
indenture, the Trustee will be provided with and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents
required by Section 13.04 hereof, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10

                                  SUBORDINATION

Section 10.01 Agreement to Subordinate.

            The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full in cash or Cash Equivalents of all Obligations due in respect of
existing and future Senior Indebtedness. In addition, until all Obligations due
with respect to Senior Indebtedness are paid in full in cash or Cash Equivalents
(including, with respect to Senior Indebtedness, any interest accruing after the
commencement of any proceeding described in Section 10.02 at the rate specified
in the applicable Designated Senior Indebtedness, whether or not interest is an
allowed claim enforceable against the Company in such proceeding), any such
distribution to which Holders would be entitled shall be made to the holders of
Senior Indebtedness (except that Holders may receive and retain Permitted Junior
Securities and payments made from any trust described under Articles 8 or 12
hereof).

                                      -102-

<PAGE>

Section 10.02 Liquidation; Dissolution; Bankruptcy.

            The holders of Senior Indebtedness shall be entitled to receive
payment in full in cash or Cash Equivalents of all Obligations due in respect of
Senior Indebtedness (including with respect to Designated Senior Indebtedness,
any interest accruing after the commencement of any proceeding described in this
Section 10.02 at the rate specified in the applicable Designated Senior
Indebtedness whether or not interest is an allowed claim enforceable against the
Company in such proceeding) before the Holders shall be entitled to receive any
payment on account of Senior Subordinated Obligations or any payment to acquire
any of the Notes for cash, properties or securities, or any distribution with
respect to the Notes of any cash, property, or securities (except that Holders
may receive and retain Permitted Junior Securities and payments made from any
trust described under Articles 8 and 12 hereof), in the event of any
distribution to creditors of the Company in (a) any liquidation or dissolution
of the Company; (b) a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property; (c) an assignment
for the benefit of its creditors; or (d) any marshaling of the Company's assets
and liabilities.

Section 10.03 Default on Designated Senior Indebtedness.

            (a) The Company shall not make any payment in respect of any Senior
Subordinated Obligations (except in Permitted Junior Securities or from any
trust described under Articles 8 and 12 hereof) if:

            (i) a payment default on Designated Senior Indebtedness occurs and
      is continuing; or

            (ii) any other default (a "non-payment default") occurs and is
      continuing on any series of Designated Senior Indebtedness that permits
      holders of that series of Designated Senior Indebtedness to accelerate its
      maturity and a Responsible Officer of the Trustee receives actual notice
      of such default (a "Payment Blockage Notice") from the trustee or other
      representative for the holders of any Designated Senior Indebtedness, or
      the holders of at least a majority of the outstanding principal amount of
      such Designated Senior Indebtedness.

            (b) Payments on the Notes may and shall be resumed:

            (i) in the case of a payment default in respect of Designated Senior
      Indebtedness, upon the date on which such default is cured or waived; and

            (ii) in the case of a non-payment default in respect of Designated
      Senior Indebtedness, upon the earlier of (x) the date on which such
      non-payment default is cured or waived or (y) 179 days after the date on
      which the applicable Payment Blockage Notice is received.

No new Payment Blockage Notice may be delivered unless and until 360 days have
elapsed since the delivery of the immediately prior Payment Blockage Notice and
all scheduled payments of principal, interest and premium and Additional
Interest, if any, on the Notes that have come due have been paid in full in
cash.

                                      -103-

<PAGE>

            (c) No non-payment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice.

            (d) If the Trustee or any Holder receives a payment in respect of
the Notes (except in Permitted Junior Securities or from the trust described
under Articles 8 or 12 hereof) when (i) the payment is prohibited by this
Article 10 and (ii) the Trustee or the Holder has actual knowledge that the
payment is prohibited, the Trustee or the Holder, as the case may be, shall hold
the payment in trust for the benefit of the holders of Senior Indebtedness. Upon
the proper written request of the holders of Senior Indebtedness, the Trustee or
the Holder, as the case may be, shall deliver the amounts in trust to the
holders of Senior Indebtedness or their proper representative.

Section 10.04 Acceleration of Notes.

            If payment of the Notes is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness and
the Trustee shall promptly notify the Bank Agent of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

            In the event that the Trustee or any Holder receives any payment in
respect of the Notes (except in Permitted Junior Securities or from any trust
described under Articles 8 or 12 hereof) when (x) the payment is prohibited by
this Article 10 and (y) a Responsible Officer of the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by this Article
10, such payment shall be held by the Trustee or such Holder, as applicable, in
trust for the benefit of, and shall be paid forthwith over and delivered, upon
written request, to the holders of Senior Indebtedness as their interests may
appear or their representative.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
10, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

Section 10.06 Notice by the Company.

            The Company shall promptly notify the Trustee and the Paying Agent
in writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes to violate this Article 10, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Indebtedness as provided in this Article 10.

                                      -104-

<PAGE>

Section 10.07 Subrogation.

            After all Senior Indebtedness is paid in full and until the Notes
are paid in full, Holders shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders have been applied to
the payment of Senior Indebtedness. A distribution made under this Article 10 to
holders of Senior Indebtedness that otherwise would have been made to Holders is
not, as between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.

            This Article 10 defines the relative rights of Holders and holders
of Senior Indebtedness. Nothing in this Indenture shall:

            (i) impair, as between the Company and Holders, the obligation of
      the Company, which is absolute and unconditional, to pay principal of and
      interest on the Notes in accordance with their terms;

            (ii) affect the relative rights of Holders of Notes and creditors of
      the Company other than their rights in relation to holders of Senior
      Indebtedness; or

            (iii) prevent the Trustee or any Holder of Notes from exercising its
      available remedies upon a Default or Event of Default, subject to the
      rights of holders and owners of Senior Indebtedness to receive
      distributions and payments otherwise payable to Holders.

            If the Company fails because of this Article 10 to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

Section 10.09 Subordination May Not Be Impaired by the Company.

            No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

Section 10.10 Rights of Trustee and Paying Agent.

            Notwithstanding this Article 10 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and the Paying Agent may continue to make payments on
the Notes, unless the Trustee shall have received at its Corporate Trust Office
at least five Business Days prior to the date of such payment written notice of
facts that would cause the payment of any Obligations with respect to the Notes
to violate this Article 10. Only the Company may give the notice. Nothing in
this Article 10 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof.

                                      -105-

<PAGE>

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 10.11 Authorization to Effect Subordination.

            Each Holder, by the Holder's acceptance of the Notes, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the lenders under the Credit Agreement are hereby authorized to file
an appropriate claim for and on behalf of the Holders.

                                   ARTICLE 11

                                 NOTE GUARANTEES

Section 11.01 Guarantee.

            (a) Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

            (1) the principal of, premium and Additional Interest, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Company to the Holders or the Trustee hereunder
      or thereunder will be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

            Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors will be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

            (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against

                                      -106-

<PAGE>

the Company, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Note Guarantee
will not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture.

            (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

            (d) Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Limitation on Guarantor Liability.

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

                                      -107-

<PAGE>

Section 11.03 Intentionally Omitted.

Section 11.04 Guarantors May Consolidate, Etc., on Certain Terms.

            Except as otherwise provided in this Section 11.04, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

                  (a) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger assumes all the obligations of that
            Guarantor under this Indenture, its Note Guarantee and the
            Registration Rights Agreement on the terms set forth herein or
            therein, pursuant to a supplemental indenture in the form attached
            hereto as Exhibit E; or

                  (b) in the case of any such sale or disposition (including by
            way of any such consolidation or merger), the Net Proceeds of such
            sale or other disposition are applied in accordance with the
            applicable provisions of this Indenture.

            In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee, of the Note Guarantee and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. All the Note Guarantees so issued will in all respects
have the same legal rank and benefit under this Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Note Guarantees had been issued at the date of the
execution hereof.

            Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.05 Releases.

            The Note Guarantee of a Guarantor will be released:

            (1) in connection with any sale, disposition or transfer of all or
      substantially all of the assets of that Guarantor (including by way of
      merger or consolidation) to a Person that is not (either before or after
      giving effect to such transaction) the Company or

                                      -108-

<PAGE>

      a Restricted Subsidiary of the Company, if the sale, disposition or
      transfer does not violate the first paragraph of Section 4.10 hereof;

            (2) in connection with any sale, disposition or transfer of all of
      the Capital Stock of that Guarantor to a Person that is not (either before
      or after giving effect to such transaction) the Company or a Restricted
      Subsidiary of the Company, if the sale, disposition or transfer does not
      violate the first paragraph of Section 4.10 hereof;

            (3) if the Company designates any Restricted Subsidiary that is a
      Guarantor to be an Unrestricted Subsidiary in accordance with the
      applicable provisions of this Indenture;

            (4) upon Legal Defeasance in accordance with Article 8 hereof or
      satisfaction and discharge of this Indenture in accordance with Article 12
      hereof; or

            (5) upon the release of such Guarantor's guarantee under the Credit
      Agreement or such other Indebtedness requiring such Guarantor to provide a
      Note Guarantee as provided in Section 4.17 hereof.

            Any Guarantor not released from its obligations under its Note
Guarantee as provided in this Section 11.05 will remain liable for the full
amount of principal of and interest and premium and Additional Interest, if any,
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

Section 11.06 Subordination of Note Guarantee

            Payments under the Note Guarantees shall be subordinated to the
prior payment in full of all Senior Indebtedness of such Guarantor, including
Senior Indebtedness incurred after the date of this Indenture, on the same basis
as the payments by the Company on the Notes are subordinated to the prior
payment in full of Senior Indebtedness of the Company. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10.

                                   ARTICLE 12

                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

            This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                                      -109-

<PAGE>

            (1) either:

                  (a) all Notes that have been authenticated, except lost,
            stolen or destroyed Notes that have been replaced or paid and Notes
            for whose payment money has theretofore been deposited in trust or
            segregated and held in trust by the Company and thereafter repaid to
            the Company, have been delivered to the Trustee for cancellation; or

                  (b) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the mailing of
            a notice of redemption or otherwise or will become due and payable
            within one year and the Company or any Guarantor has irrevocably
            deposited or caused to be deposited with the Trustee as trust funds
            in trust solely for the benefit of the Holders, cash in U.S.
            dollars, non-callable Government Securities, or a combination
            thereof, in such amounts as will be sufficient, without
            consideration of any reinvestment of interest, to pay and discharge
            the entire Indebtedness on the Notes not delivered to the Trustee
            for cancellation for principal, premium and Additional Interest, if
            any, and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit will not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Company or
      any Guarantor is a party or by which the Company or any Guarantor is
      bound;

            (3) the Company or any Guarantor has paid or caused to be paid all
      sums payable by it under this Indenture; and

            (4) the Company has delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or on the redemption date, as the case
      may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

            Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will
survive such satisfaction and discharge. In addition, nothing in this Section
12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that,
by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

            Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 12.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium and
Additional Interest,

                                      -110-

<PAGE>

if any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

            If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.01 hereof; provided that if the Company has made any
payment of principal of, premium or Additional Interest, if any, or interest on,
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13

                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties will control.

Section 13.02 Notices.

            Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or by
first class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others' address:

            If to the Company and/or any Guarantor:

                     Dresser-Rand Group Inc.
                     Paul Clark Drive
                     Olean, NY 14760
                     Facsimile No.: (716) 375-3178
                     Attention: Chief Financial Officer

            With a copy to:

                     Skadden, Arps, Slate, Meagher & Flom LLP
                     Four Times Square
                     New York, New York 10036-6522
                     Facsimile No.: (212) 735-2000
                     Attention: Robert M. Chilstom

                                      -111-

<PAGE>

            If to the Trustee:

                     Citibank, N.A.
                     388 Greenwich Street, 14th Floor
                     New York, NY 10013
                     Facsimile No.: (212) 816-5527
                     Attention: Citibank Agency and Trust - Dresser-Rand

            The Company, any Guarantor or the Trustee, by notice to the others,
may designate additional or different addresses for subsequent notices or
communications.

            All notices and communications (other than those sent to Holders)
will be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

            Any notice or communication to a Holder will be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

            If the Company mails a notice or communication to Holders, it will
mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture (other than in connection with the
Authentication Order, dated the date hereof, and delivered to the Trustee in
connection with the issuance of the Initial Notes), the Company shall furnish to
the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

                                      -112-

<PAGE>

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) must comply with the provisions of
TIA Section 314(e) and must include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

            (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

            No past, present or future director, manager, officer, employee,
incorporator, stockholder or member of the Company, any Parent or any
Subsidiary, as such, will have any liability for any obligations of the Company
or the Guarantors under the Notes, this Indenture, the Note Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.

Section 13.08 Governing Law.

            THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      -113-

<PAGE>

Section 13.09 Successors.

            All agreements of the Company in this Indenture and the Notes will
bind its successors. All agreements of the Trustee in this Indenture will bind
its successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.04 hereof.

Section 13.10 Severability.

            In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 13.11 Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 13.12 Table of Contents, Headings, Etc.

            The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                      -114-

<PAGE>

Dated as of October 29, 2004

                                       SIGNATURES

                                       DRESSER-RAND GROUP INC.

                                       By: /s/ Stephen A. Riordan
                                           -------------------------------------
                                           Name:  Stephen A. Riordan
                                           Title: Chief Financial Officer

                                       DRESSER-RAND LLC

                                       By: /s/ Stephen A. Riordan
                                           -------------------------------------
                                           Name:  Stephen A. Riordan
                                           Title: Chief Financial Officer

                                       DRESSER-RAND POWER LLC

                                       By: /s/ Stephen A. Riordan
                                           -------------------------------------
                                           Name:  Stephen A. Riordan
                                           Title: Chief Financial Officer

                                       DRESSER-RAND COMPANY

                                       By: /s/ Stephen A. Riordan
                                           -------------------------------------
                                           Name:  Stephen A. Riordan
                                           Title: Chief Financial Officer

                                       DRESSER-RAND GLOBAL SERVICES, LLC

                                       By: /s/ Stephen A. Riordan
                                           ------------------------------------
                                           Name:   Stephen A. Riordan
                                           Title:  Chief Financial Officer

                                       S-1

<PAGE>

                                       CITIBANK, N.A., as Trustee

                                       By: /s/ Louis Piscitelli
                                           ----------------------------------
                                            Name:  Louis Piscitelli
                                            Title: Vice President

                                       S-2

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE

                                       A-1

<PAGE>

COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR
TO SUCH TRANSFER, FURNISHED TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTES (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER
IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A
U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(F) ABOVE OR
UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

  [ADDITIONAL LANGUAGE FOR REGULATION S NOTE TO BE INSERTED AFTER PARAGRAPH 1]

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).

                                       A-2

<PAGE>

                                                          CUSIP/ISIN [         ]

                    7-3/8% Senior Subordinated Notes due 2014

No. ___                                                            $____________

                             DRESSER-RAND GROUP INC.

promise to pay to CEDE & CO. or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on November 1, 2014.

Interest Payment Dates:  May 1 and November 1, commencing May 1, 2005

Record Dates:  April 15 and October 15

Dated:  October 29, 2004

                                       DRESSER-RAND GROUP INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       A-3

<PAGE>

Dated:  October 29, 2004

This is one of the Notes referred to
in the within-mentioned Indenture:

Citibank, N.A., as Trustee

By: ___________________________________
    Authorized Signatory

                                       A-4

<PAGE>

                                 [Back of Note]

                    7-3/8% Senior Subordinated Notes due 2014

            Capitalized terms used herein have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Dresser-Rand Group Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
7-3/8% per annum from October 29, 2004 until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 8 of the Registration
Rights Agreement referred to below. The Company will pay interest and Additional
Interest, if any, semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from October 29, 2004 until the principal hereof is due. The first
Interest Payment Date shall be May 1, 2005. The Company will pay interest on
overdue principal at the rate borne by the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the April 15 or
October 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. If a Holder has given wire transfer instructions to the Paying Agent
on behalf of the Issuer, the Paying Agent will remit all principal, interest and
premium and Additional Interest, if any, on that Holder's Notes in accordance
with these instructions. All other payments on the Notes will be made by mailing
a check to the registered address of each Holder thereof. Such payment will be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, Citibank, N.A., as the
Trustee, will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or any of
its Subsidiaries may act in any such capacity.

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
as of October 29, 2004 (the "Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the TIA. Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all the terms and provisions of the
Indenture, and Holders are referred to the Indenture and the TIA for a statement
of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.

                                       A-5

<PAGE>

            The Notes are unsecured senior subordinated obligations of the
Company. This Note is one of the Initial Notes referred to in the Indenture. The
Notes include the Initial Notes, any Additional Notes and any Exchange Notes
issued in exchange for Initial Notes or Additional Notes pursuant to the
Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are
treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of the Company and such Restricted Subsidiaries, enter into or permit
certain transactions with Affiliates, create or Incur Liens and make asset
sales. The Indenture also imposes limitations on the ability of the Company and
each Guarantor to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property.

            To guarantee the due and punctual payment of the principal and
interest on the Notes and all other amounts payable by the Company under the
Indenture and the Notes when and as the same shall be due and payable, whether
at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, the Guarantors have, jointly and severally, unconditionally
guaranteed the Obligations of the Company under the Notes on an unsecured senior
subordinated basis pursuant to the terms of the Indenture.

            (5) SUBORDINATION. The Notes, and the guarantees thereof, are
general senior subordinated unsecured obligations of the Company and the
Guarantors, subordinated in right of payment to the prior payment in full, in
cash or Cash Equivalents, of all Obligations due in respect of existing or
future Senior Indebtedness of the Company or a Guarantor, as applicable, as set
forth in Articles 10 and 11, respectively, of the Indenture. Each Holder by its
acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on its behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee its attorney-in-fact for such purposes.

            (6) OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraphs (b) and (c) of this
Paragraph 6, the Company will not have the option to redeem the Notes prior to
November 1, 2009. On or after November 1, 2009, the Company may redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, on the Notes
to be redeemed to, but not including, the applicable redemption date, if
redeemed during the twelve-month period beginning on November 1 of the years
indicated below, subject to the rights of Holders on the relevant record date to
receive interest on the relevant interest payment date:

                                       A-6

<PAGE>

<TABLE>
<CAPTION>
                                Year                                  Percentage
                                ----                                  ----------
<S>                                                                   <C>
2009..............................................................     103.688%
2010..............................................................     102.458%
2011..............................................................     101.229%
2012 and thereafter...............................................     100.000%
</TABLE>

            Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

            (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 6, at any time prior to November 1, 2007, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture (including any additional notes issued after the
Issue Date) at a redemption price of 107.375% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to, but not
including the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that (1) at least 65% in aggregate principal amount of the
Notes issued under the Indenture (excluding Notes held by the Company and its
Subsidiaries) remains outstanding immediately after the occurrence of such
redemption and (2) that such redemption occurs within 180 days of the date of
the closing of such Equity Offering.

            (c) At any time prior to November 1, 2009, the Company may also
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days'
prior notice mailed by first class mail to each Holder's registered address, at
a redemption price equal to 100% of the principal amount of Notes to be
redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and
Additional Interest, if any, to, but not including, the date of redemption,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date.

            (7) MANDATORY REDEMPTION. The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed by
first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000. Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

            (9) REPURCHASE AT THE OPTION OF HOLDER.

            (a) If there is a Change of Control, the Company will make an offer
(a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an

                                       A-7

<PAGE>

integral multiple of $1,000) of that Holder's Notes at a purchase price in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Additional Interest, if any, on the Notes
repurchased to, but not including, the date of purchase, subject to the rights
of Holders on the relevant record date to receive interest due on the relevant
interest payment date. Within 30 days following any Change of Control, the
Company will mail a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the Indenture.

            (b) If the Company or a Restricted Subsidiary of the Company
consummates any Asset Sales, within ten Business Days of each date on which the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will
commence an offer to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 4.10 of
the Indenture to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Additional Interest, if any, thereon to,
but excluding, the date of purchase, in accordance with the procedures set forth
in the Indenture. To the extent that, any Excess Proceeds remain after the
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" attached to the Notes.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes or the Note Guarantees may be amended or
supplemented with the consent of the Company and Holders of at least a majority
in aggregate principal amount of the then outstanding Notes, including
Additional Notes, if any, voting as a single

                                       A-8

<PAGE>

class, and any existing Default or Event or Default or compliance with any
provision of the Indenture or the Notes or the Note Guarantees may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes, including Additional Notes, if any, voting as a
single class. Without the consent of any Holder of a Note, the Indenture or the
Notes or the Note Guarantees may be amended or supplemented (i) to cure any
ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in
addition to or in place of certificated Notes, (iii) to provide for the
assumption of the Company's or a Guarantor's obligations to Holders of the Notes
and Note Guarantees in case of a merger or consolidation or sale of all or
substantially all of the Company's or such Guarantor's assets, as applicable,
(iv) to make any change that would provide any additional rights or benefits to
the Holders or that does not adversely affect the legal rights under the
Indenture of any such Holder, (v) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA,
(vi) to conform the text of the Indenture or the Notes to any provision of the
"Description of the Notes" section of the Company's Offering Memorandum dated
October 14, 2004, to the extent that such provision in that "Description of the
Notes" was intended to be a verbatim recitation of a provision of the Indenture,
the Note Guarantees or the Notes, (vii) to provide for the issuance of
Additional Notes in accordance with the limitations set forth in the Indenture;
(viii) to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Note Guarantee with respect to the Notes and to release
Guarantors from the Note Guarantee in accordance with the terms of the
Indenture; (ix) to comply with the rules of any applicable securities
depositary; or (x) to provide for a successor Trustee in accordance with the
terms of the Indenture or to otherwise comply with any requirement of the
Indenture.

            (13) DEFAULTS AND REMEDIES. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency with respect to
the Company, any Restricted Subsidiary of the Company that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may, on behalf of the
Holders of all of the Notes, rescind an acceleration or waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or premium or
Additional Interest, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required, upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

            (14) DISCHARGE AND DEFEASANCE. Subject to certain conditions, the
Company at any time may terminate some or all of its obligations under the
Notes, the Note Guarantees and the Indenture if the Company deposits with the
Trustee money or Government Securities for the payment of principal of and
interest on the Notes to redemption or maturity, as the case may be.

                                       A-9

<PAGE>

            (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            (16) NO RECOURSE AGAINST OTHERS. A director, manager, officer,
employee, incorporator, member or stockholder of the Company, any Parent or any
Subsidiary, as such, will not have any liability for any obligations of the
Company or the Guarantors under the Notes, the Note Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

            (17) AUTHENTICATION. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

            (18) ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            (19) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of October 29, 2004, among the Company, the Guarantors and
the Placement Agents named therein or, in the case of Additional Notes, Holders
of Restricted Global Notes and Restricted Definitive Notes will have the rights
set forth in one or more registration rights agreements, if any, among the
Company, the Guarantors and the other parties thereto, relating to rights given
by the Company and the Guarantors to the purchasers of any Additional Notes
(collectively, the "Registration Rights Agreement").

            (20) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.

            (21) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND
BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                             Dresser-Rand Group Inc.
                                Paul Clark Drive

                                      A-10

<PAGE>

                                 Olean, NY 14760
                       Attention: Chief Financial Officer

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                               Your Signature: _________________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

Signature Guarantee*:  _________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
      other signature guarantor acceptable to the Trustee).

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

            [ ]   Section 4.10                   [ ]    Section 4.15

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                                $________________

Date:  _______________

                               Your Signature: _________________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                               Tax Identification No.: _________________________

Signature Guarantee*: _________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
      other signature guarantor acceptable to the Trustee).

                                      A-13

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                   [TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

            The following exchanges of a part of this Rule 144A Global Note for
an interest in another Global Note or for a Definitive Note, or exchanges of a
part of another Global Note or Definitive Note for an interest in this Rule 144A
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                     Principal Amount at
                       Amount of decrease    Amount of increase in         Maturity
                       in Principal Amount    Principal Amount at     of this Global Note       Signature of
                           at Maturity              Maturity            following such       authorized officer
                               of                      of                  decrease             of Trustee or
Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
---------------        ------------------    ---------------------   --------------------    ------------------
<S>                    <C>                   <C>                     <C>                     <C>
</TABLE>

                  [TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

      The following exchanges of a part of this Regulation S Global Note for an
interest in another Global Note or of other Restricted Global Notes for an
interest in this Regulation S Global Note, have been made:

<TABLE>
<CAPTION>
                                                                      Principal Amount at
                       Amount of decrease    Amount of increase in         Maturity
                       in Principal Amount    Principal Amount at     of this Global Note       Signature of
                           at Maturity              Maturity            following such       authorized officer
                               of                      of                  decrease             of Trustee or
Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
----------------       -------------------   ---------------------    -------------------    -------------------
<S>                    <C>                   <C>                      <C>                    <C>
</TABLE>

                                      A-14

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Dresser-Rand Group Inc.
Paul Clark Drive
Olean, NY  14760

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Citibank Agency and Trust - Dresser-Rand

                  Re: 7-3/8% Senior Subordinated Notes due 2014

            Reference is hereby made to the Indenture, dated as of October 29,
2004 (the "Indenture"), among Dresser-Rand Group Inc., as issuer (the
"Company"), the Guarantors party thereto and Citibank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            ___________________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

            1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note 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 Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

            2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A LEGENDED REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE
PURSUANT TO

                                       B-1

<PAGE>

REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Legended Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

            3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

            (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b) [ ] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c) [ ] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d) [ ] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144, Rule
      903 or Rule 904, and the Transferor hereby further certifies that it has
      not engaged in any general solicitation within the meaning of Regulation D
      under the Securities Act and the Transfer complies with the transfer
      restrictions applicable to beneficial interests in a Restricted Global

                                       B-2

<PAGE>

      Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of less than $250,000, an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has attached
      to this certification), to the effect that such Transfer is in compliance
      with the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the IAI
      Global Note and/or the Restricted Definitive Notes and in the Indenture
      and the Securities Act.

            4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

            (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

            (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

            (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                                       B-3

<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                       _________________________________________
                                                 [Insert Name of Transferor]

                                       By: _____________________________________
                                           Name:
                                           Title:

Dated:  _______________________

                                       B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

      (a)   [ ]   a beneficial interest in the:

            (i)   [ ]   144A Global Note (CUSIP _________), or

            (ii)  [ ]   Regulation S Global Note (CUSIP _________), or

            (iii) [ ]   IAI Global Note (CUSIP _________); or

      (b)   [ ]   a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

      (a)   [ ]   a beneficial interest in the:

            (i)   [ ]   144A Global Note (CUSIP _________), or

            (ii)  [ ]   Regulation S Global Note (CUSIP _________), or

            (iii) [ ]   IAI Global Note (CUSIP _________); or

            (iv)  [ ]   Unrestricted Global Note (CUSIP _________); or

      (b)   [ ]   a Restricted Definitive Note; or

      (c)   [ ]   an Unrestricted Definitive Note,

      in accordance with the terms of the Indenture.

                                       B-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Dresser-Rand Group Inc.
Paul Clark Drive
Olean, NY  14760

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Citibank Agency and Trust - Dresser-Rand

                  Re: 7-3/8% Senior Subordinated Notes due 2014

                              (CUSIP ____________)

            Reference is hereby made to the Indenture, dated as of October 29,
2004 (the "Indenture"), among Dresser-Rand Group Inc., as issuer (the
"Company"), the Guarantors party thereto and Citibank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

            1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

            (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the Securities Act of 1933,
as amended (the "Securities Act"), (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without

                                       C-1

<PAGE>

transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

            (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

            (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

            (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, Regulation S Global Note, IAI [ ] Global Note
with an equal principal amount, the Owner [ ] hereby certifies (i) the
beneficial interest is being acquired for the Owner's own

                                       C-2

<PAGE>

account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                                 _______________________________
                                                   [Insert Name of Transferor]

                                                 By: ___________________________
                                                     Name:
                                                     Title:

Dated:  ______________________

                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Dresser-Rand Group Inc.
Paul Clark Drive
Olean, NY  14760

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013
Attention: Citibank Agency and Trust - Dresser-Rand

                  Re: 7-3/8% Senior Subordinated Notes due 2014

            Reference is hereby made to the Indenture, dated as of October 29,
2004 (the "Indenture"), among Dresser-Rand Group Inc., as issuer (the
"Company"), the guarantors party thereto and Citibank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

            (a) [ ] a beneficial interest in a Global Note, or

            (b) [ ] a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in

                                       D-1

<PAGE>

compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company 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.

                                       _________________________________________
                                          [Insert Name of Accredited Investor]

                                       By: _____________________________________
                                           Name:
                                           Title:

Dated:  _______________________

                                       D-2

<PAGE>

                                                                       EXHIBIT E

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "New Guarantor"), a
subsidiary of Dresser-Rand Group Inc., a Delaware corporation ("the Company"),
and Citibank, N.A., as trustee under the Indenture referred to below (the
"Trustee").

                                   WITNESSETH

            WHEREAS, the Company and the existing Guarantors have heretofore
executed and delivered to the Trustee an indenture (as amended, supplemented or
otherwise modified, the "Indenture"), dated as of October 29, 2004 providing for
the issuance of 7-3/8% Senior Subordinated Notes due 2014 (the "Notes");

            WHEREAS, Section 4.17 of the Indenture provides that under certain
circumstances the New Guarantor shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Guarantor shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the existing Guarantors are authorized to execute and deliver this
Supplemental Indenture.

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows:

            1. DEFINED TERMS. Defined terms used herein without definition shall
have the meanings assigned to them in the Indenture.

            2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly
and severally with all existing Guarantors (if any), to provide an unconditional
guarantee on the terms and subject to the conditions set forth in Article 11 of
the Indenture and to be bound by all other applicable provisions of the
Indenture, including the provisions relating the subordination of such guarantee
set forth in Article 11, and the Notes and to perform all of the obligations and
agreements of a Guarantor under the Indenture.

            3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
manager, officer, employee, incorporator, stockholder or member of the Company,
any parent entity of the Company or any Subsidiary, as such, will have any
liability for any obligations of the Company or the Guarantors under the Notes,
this Indenture, the Note Guarantees or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver

                                       E-1

<PAGE>

and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.

            4. NOTICES. All notices or other communications to the New Guarantor
shall be given as provided in Section 13.02 of the Indenture.

            5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.

            6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

            7. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

            8. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

            9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

                                       E-2

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, 20___

                                       [NEW GUARANTOR]

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       DRESSER-RAND GROUP INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       CITIBANK, N.A.
                                         as Trustee

                                       By: _____________________________________
                                           Authorized Signatory

                                       E-3