Common use of Table of Contents, Headings, etc Clause in Contracts

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. Dated as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings 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 shall in no way modify or restrict any of the terms or provisions hereof. [Indenture signature pages follow] [Indenture signature pages] Dated as of October 29June 25, 2004 SIGNATURES DRESSER-RAND GROUP 2003 DOMINO'S, INC. By: /s/ Xxxxxxx X. Xxxxxxx Harry J. Silverman ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Harry J. Silverman Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESVxxx Xxxxxxxxx DOMINO'S PIZZA, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Harry J. Silverman ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Harry J. Silverman Title: Chief Financial Officer CITIBANKVxxx Xxxxxxxxx DOMINO'S PIZZA PMC, N.A.INC. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Vxxx Xxxxxxxxx DOMINO'S FRANCHISE HOLDING CO. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Vxxx Xxxxxxxxx DOMINO'S PIZZA INTERNATIONAL PAYROLL SERVICES, INC. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Vxxx Xxxxxxxxx DOMINO'S PIZZA INTERNATIONAL, INC. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Vxxx Xxxxxxxxx DOMINO'S PIZZA--GOVERNMENT SERVICES DIVISION, INC. By: /s/ Nathaniel J. Betts ------------------------------------- Name: Nathaniel J. Betts Title: Vxxx Xxxxxxxxx DOMINO'S PIZZA NS CO. By: /s/ Harry J. Silverman ------------------------------------- Name: Harry J. Silverman Title: Vxxx Xxxxxxxxx BNY MIDWEST TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Roxane Gilwanger ------------------------------------- Name: Xxxxx Xxxxxxxxxx Roxane Gilwanger Title: Assxxxxxx Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY A-1 (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEXxxx xx Xxxx) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEISIN --------- -----------

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. 91 SIGNATURES Dated as of October 29January 11, 2004 SIGNATURES DRESSER-RAND GROUP 2002 APCOA/STANDARD PARKING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. G. Xxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer DRESSER-RAND LLC Officer, Treasurer A-1 AUTO PARK, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. G. Xxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Vice President, Treasurer APCOA CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. G. Xxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Vice President, Treasurer CENTURY PARKING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. G. Xxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESVice President, Treasurer EVENTS PARKING CO., INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Treasurer 92 HAWAII PARKING MAINTENANCE, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer METROPOLITAN PARKING SYSTEM, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Treasurer S & S PARKING, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer SENTINEL PARKING CO. OF OHIO, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer SENTRY PARKING CORPORATION By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer 93 STANDARD AUTO PARK, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Treasurer STANDARD PARKING CORPORATION By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Treasurer STANDARD PARKING CORPORATION IL By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Treasurer TOWER PARKING, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer VIRGINIA PARKING SERVICE, INC. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Vice President, Treasurer 94 APCOA XXXXXXX PARKING COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ APCOA/STANDARD PARKING, INC., ITS SOLE MEMBER By: Name: G. Xxxx Xxxxxxx X. ------------------------------------------- Title: Executive Vice President, Chief Financial Officer, Treasurer APCOA LASALLE PARKING COMPANY, LLC By: APCOA/STANDARD PARKING INC., ITS MANAGER By: Name: G. Xxxx Xxxxxxx ------------------------------------------- Title: Executive Vice President, Chief Financial Officer, Treasurer EXECUTIVE PARKING INDUSTRIES, L.L.C. By: ------------------------------------------- Name: G. Xxxx Xxxxxxx Title: Chief Financial Officer CITIBANKTreasurer Attest: --------------------------------- Name: Title: 95 SIGNATURES Dated as of January 11, N.A.2001 Wilmington Trust Company, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: A-1 Auto Park, Inc. APCOA Xxxxxxx Parking Company, LLC APCOA Capital Corporation APCOA LaSalle Parking Company, LLC Century Parking, Inc. Events Parking Co., Inc. Hawaii Parking Maintenance Inc. Metropolitan Parking System, Inc. S&S Parking, Inc. Sentinel Parking Co. of Ohio, Inc. Sentry Parking Corporation Standard Auto Park, Inc. Standard Parking Corporation Standard Parking Corporation IL Tower Parking, Inc. Virginia Parking Service, Inc. Executive Parking Industries, L.L.C. I-1 EXHIBIT A [Face of Note] ------------------------------------------------------------------------------- THIS GLOBAL NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS HELD BY JANUARY 11, 2002. FOR INFORMATION REGARDING THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR THE BENEFIT PURPOSES OF THE BENEFICIAL OWNERS HEREOFOID RULES, PLEASE CONTACT G. XXXX XXXXXXX, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF APCOA/STANDARD PARKING, INC., AT 000 XXXXX XXXXXXXX XXXXXX, XXXXX 0000, XXXXXXX, XXXXXXXX 00000, TELECOPIER NO.: (000) 000-0000, ATTENTION: CHIEF FINANCIAL OFFICER. ALL INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE SENIOR INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS NOT TRANSFERABLE OTHERWISE SUBJECT TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON TERMS OF, THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 11, 2002 AS THE SAME MAY BE REQUIRED PURSUANT AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO SECTION 2.06 OF TIME, BY AND AMONG WILMINGTON TRUST COMPANY, AS TRUSTEE, LASALLE BANK NATIONAL ASSOCIATION, AS AGENT FOR THE INDENTURESENIOR LENDERS, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(aAND THE "CREDIT PARTIES" IDENTIFIED THEREIN, INCLUDING THE MAKER(S) OF THE INDENTURETHIS INSTRUMENT. CUSIP/CINS ____________ 14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006 No. ___ $____________ APCOA/Standard Parking, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF Inc. promises to pay to CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & COor registered assigns, the principal sum of __________________________________________________________ Dollars on December 15, 2006. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: _______________, ANY TRANSFER200_ APCOA/Standard Parking, 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 THEInc. By: ------------------------------------------- Name: Title:

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29November 17, 2004 SIGNATURES DRESSER-RAND GROUP 1999 WRC MEDIA INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Secretary WEEKLY READER CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Secretary JLC LEARNING CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.Secretary BANKERS TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxxx ----------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxxx Title: Assistant Vice President PRIMEDIA REFERENCE INC. FUNK & WAGNALLS YEARBOOK CORPORATION LIFETIME LEARNING SYSTEMS, INC. XXXXXX XXXXXXX, INC. AMERICAN GUIDANCE SERVICE, INC. AGS INTERNATIONAL SALES, INC. By: /s/ Xxxxxxx Xxxxxx ----------------------------------------- Name: Xxxxxxx Xxxxxx Title: Secretary EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS GLOBAL SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO THE 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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$961.85, THE HOLDER (1) REPRESENTS THAT (A) IT AMOUNT OF ORIGINAL ISSUE DISCOUNT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER $38.15, THE SECURITIES ACT) OR (B) IT ISSUE DATE IS NOT A U.S. PERSON NOVEMBER 17, 1999 AND THE YIELD TO MATURITY IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT13.46% PER ANNUM. CUSIP/CINS ____________ 12 3/4% Senior Subordinated Notes due 2009 No. 1 $152,000,000 WRC MEDIA INC. WEEKLY READER CORPORATION JLC LEARNING CORPORATION promises to pay to Cede & Co. or registered assigns, (2) AGREES THAT IT WILL NOTthe principal sum of One Hundred Fifty Two Million Dollars on November 15, 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 THE2009.

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. Dated as of October 29July 1, 2004 SIGNATURES DRESSER-RAND GROUP 2003 DANKA BUSINESS SYSTEMS PLC By: /s/ X. Xxxx Xxxxxx, III ------------------------------------- Name: X. Xxxx Xxxxxx, III Title: Chief Executive Officer and Chairman DANKA HOLDING COMPANY AMERICAN BUSINESS CREDIT CORPORATION DANKA MANAGEMENT II COMPANY, INC. XXXXXX ENTERPRISES, INC. OF SOUTH FLORIDA D.I. INVESTMENT MANAGEMENT, INC. QUALITY BUSINESS, INC. DANKA MANAGEMENT COMPANY, INC. CORPORATE CONSULTING GROUP, INC. DANKA IMAGING DISTRIBUTION, INC. DANKA OFFICE IMAGING COMPANY By: /s/ Xxxxx X. Xxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President DANKALUX S.A X.X. By: /s/ Xxxx Xxxxxx -------------------------------------- Name: Xxxx Xxxxxx Title: Manager 100 DANKA UK PLC By: /s/ Xxxxxxx Xxxxxx -------------------------------------- Name: Xxxxxxx Xxxxxx Title: Secretary 101 DANKA SERVICES INTERNATIONAL LTD. By: /s/ Xxxx Xxxxxx -------------------------------------- Name: Xxxx Xxxxxx Title: Secretary 102 DANKA BUSINESS FINANCE LTD. DANKA CANADA INC. KALMARA INC. By: /s/ Xxxxx Xxxxxxx X. -------------------------------------- Name: Xxxxx Xxxxxxx ------------------------------------- Title: Vice President 103 DANKA AUSTRALASIA PTY LIMITED DANKA AUSTRALIA PTY LIMITED DANKA TOWER PTY LTD DANKA DISTRIBUTORS PTY LTD DANKA DATAKEY PTY LTD DATAKEY ALCATEL PTY. LTD. DANKA SYSTEMS PTY LIMITED By: * -------------------------------------- Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Director * By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx ------------------------------------ Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.Xxxxxx Pursuant to Power of Attorney 104 HSBC BANK USA, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- NameX. Xxxxxxx -------------------------------------- Authorized Signatory 105 Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: Xxxxx Xxxxxxxxxx Title: Vice President DANKA AUSTRALASIA PTY LIMITED DANKA AUSTRALIA PTY LIMITED DANKA TOWER PTY LTD DANKA DISTRIBUTORS PTY LTD DANKA DATAKEY PTY LTD DATAKEY ALCATEL PTY. LTD. DANKA SYSTEMS PTY LIMITED DANKA BUSINESS FINANCE LTD. DANKA CANADA INC. KALMARA INC. DANKALUX S.A X.X. XXXXX UK PLC DANKA SERVICES INTERNATIONAL LTD. DANKA HOLDING COMPANY AMERICAN BUSINESS CREDIT CORPORATION DANKA MANAGEMENT II COMPANY, INC. XXXXXX ENTERPRISES, INC. OF SOUTH FLORIDA D.I. INVESTMENT MANAGEMENT, INC. QUALITY BUSINESS, INC. DANKA MANAGEMENT COMPANY, INC. CORPORATE CONSULTING GROUP, INC. DANKA IMAGING DISTRIBUTION, INC. DANKA OFFICE IMAGING COMPANY EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- THIS GLOBAL NOTE SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273, AND 1275 OF THE BENEFICIAL OWNERS HEREOFINTERNAL REVENUE CODE OF 1986, AS AMENDED, 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 SUBJECT TO THE TRUSTEE RULES FOR CANCELLATION PURSUANT DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION Section 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE YIELD TO SECTION 2.11 OF MATURITY, THE INDENTURE COMPARABLE YIELD AND (4) PROJECTED PAYMENT SCHEDULE FOR 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 FORMSECURITY, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 YOU SHOULD submit a written request for it to the Company at THE FOLLOWING SENTENCEADDRESS: 00000 XXXXX XXXXXX XXXXX, XX. BY ITS ACQUISITION HEREOFXXXXXXXXXX, 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 THEXXXXXXX ATTENTION: XXXX XXXXXX. CUSIP/CINS ------------

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29SIGNATURES CLEARVIEW CINEMA GROUP, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ________________________________________ Name: Xxxxxxx X. Xxxxxxx A. Xxxx Xxxx Title: Chairman of the Board, President, and Chief Financial Executive Officer DRESSER-RAND LLC CCC XXXXXXX CINEMA CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ________________________________________ Name: Xxxxxxx X. Xxxxxxx A. Xxxx Xxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC President CCC B.C. REALTY CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ________________________________________ Name: Xxxxxxx X. Xxxxxxx A. Xxxx Xxxx Title: Chief Financial Officer DRESSER-RAND COMPANY President CCC BABYLON CINEMA CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ________________________________________ Name: Xxxxxxx X. Xxxxxxx A. Xxxx Xxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC President CCC BALA CYNWYD CINEMA CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ________________________________________ Name: Xxxxxxx X. Xxxxxxx A. Xxxx Xxxx Title: Chief Financial Officer CITIBANKPresident CCC BAYONNE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC BEDFORD CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC BELLEVUE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC BERGENFIELD CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC BRONXVILLE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC CARMEL CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC CEDAR GROVE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC XXXXXXX TWIN CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC CINEMA 304 CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC CLARIDGE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC CLOSTER CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC COBBLE HILL CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC COLONY CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC EDISON CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC XXXXXXX CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC FRANKLIN SQUARE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC GRAND AVENUE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC GREAT NECK CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC HERRICKS CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC KIN MALL CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC KISCO CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC LARCHMONT CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MADISON TRIPLE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MAMARONECK CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MANASQUAN CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MANHASSET CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MANSFIELD CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MARBORO CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC XXXXXXXXXXX CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC MORRISTOWN CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC NARBERTH CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC NEW CITY CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC PARSIPPANY CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC PORT WASHINGTON CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC XXXXXX CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC SCREENING ZONE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC SUCCASUNNA CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC SUMMIT CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC TENAFLY CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC WASHINGTON CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC XXXXX CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC WEST MILFORD CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CCC WOODBRIDGE CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President CLEARVIEW THEATER GROUP, N.A.INC. By: ________________________________________ Name: A. Xxxx Xxxx Title: President MILLBURN TWIN CINEMA CORP. By: ________________________________________ Name: A. Xxxx Xxxx Title: President THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ________________________________________ Name: Xxxxx Xxxxxxxxxx A. Xxxx Xxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THECROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section

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 Dated as of October 29February 11, 2004 SIGNATURES DRESSER-RAND GROUP INC2005 ISSUERS AMERICAN COMMERCIAL LINES LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ACL FINANCE CORP. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Xxxxxx -------------------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND GUARANTORS AMERICAN BARGE LINE COMPANY By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer COMMERCIAL BARGE LINE COMPANY By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer LOUISIANA DOCK COMPANY LLC By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Xxxxxx -------------------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND POWER AMERICAN COMMERCIAL TERMINALS LLC By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Xxxxxx -------------------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: President and Chief Financial Executive Officer DRESSERAMERICAN COMMERCIAL LOGISTICS LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL LINES INTERNATIONAL LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer JEFFBOAT LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL BARGE LINE LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ACBL LIQUID SALES LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ORINOCO TASA LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer ORINOCO TASV LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer HOUSTON FLEET LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer AMERICAN COMMERCIAL TERMINALS-RAND MEMPHIS LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer LEMONT HARBOR & FLEETING SERVICES LLC By: /s/ Xxxx X. Xxxxxx --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer TRUSTEE WILMINGTON TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxx --------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President Authorized Signer EXHIBIT A A1 [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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- CUSIP/CINS___________

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following pages] Dated as of October 29July 2, 2004 SIGNATURES DRESSER-RAND GROUP 1998 INTEREP NATIONAL RADIO SALES, INC. By: /s/ Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. Title: Vice President and Chief Financial Officer DRESSER-RAND LLC GUARANTORS: MCGAVREN GUILD, INC. By: /s/ Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. Title: Vice President and Chief Financial Officer DRESSER-RAND POWER LLC D&R RADIO, INC. By: /s/ Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. Title: Vice President and Chief Financial Officer DRESSER-RAND COMPANY CBS RADIO SALES, INC. By: /s/ Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. Title: Vice President and Chief Financial Officer DRESSER-RAND GLOBAL SERVICESALLIED RADIO PARTNERS, INC. By: /s/ Xxxxxxx X. XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. XxXxxxx, Xx. Title: Vice President and Chief Financial Officer 84 CLEAR CHANNEL RADIO SALES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ XxXxxxx, Xx. ------------------------------------- Name: Xxxxxxx X. Xxxxxxx XxXxxxx, Xx. Title: Vice President and Chief Financial Officer CITIBANKXXXXXXXXX SPANISH MEDIA LLC By: /s/ Xxxxxxx X. XxXxxxx, N.A.Xx. ------------------------------------- Name: Xxxxxxx X. XxXxxxx, Xx. Title: Vice President and Chief Financial Officer Trustee: SUMMIT BANK By: /s/ Xxxxxxxx X. Xxxxx -------------------------------------- Name: Xxxxxxxx X. Xxxxx Title: Assistant Vice President EXHIBIT A-1 (Face of Note) ================================================================================ CUSIP --------- 10% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTES DUE 2008 No. $ --- ---------- INTEREP NATIONAL RADIO SALES, INC. promises to pay to -------------------------------------------------- or registered assigns, the principal sum of --------------------------------------- Dollars on July 1, 2008. Interest Payment Dates: January 1, and July 1 Record Dates: December 15, and June 15 Dated: July 2, 1998 Interep National Radio Sales, Inc. By:_______________________________ Name: Title: This is one of the [Global] Notes referred to in the within-mentioned Indenture: Summit Bank, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face :__________________________ ================================================================================ (Back of Note) 10% [Series A] THIS [Series B] Senior Subordinated Notes due 2008 [INSERT THE 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 HEREOFLEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.06 THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART IF APPLICABLE PURSUANT TO SECTION 2.06(a) THE PROVISIONS 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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. Dated Dated: August 22, 2018 Vistra Operations Company LLC, as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP INC. Issuer By: /s/ Xxxxxxx Xxxxxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxx X. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer DRESSER-RAND Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC ByIndenture] SUBSIDIARY GUARANTORS: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESANP Bellingham Energy Company, LLC By: /s/ Xxxxxxx Xxxxxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxx X. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer CITIBANKSenior Vice President and Treasurer ANP Blackstone Energy Company, N.A.LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Big Xxxxx Power Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Brighten Energy LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Calumet Energy Team, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Casco Bay Energy Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Coffeen and Western Railroad Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Coleto Creek Power, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Comanche Peak Power Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dallas Power & Light Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Administrative Services Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Associates Northeast LP, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Coal Generation, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Coal Holdco, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Coal Trading & Transportation, L.L.C. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Commercial Asset Management, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Conesville, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Dicks Creek, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Energy Services (East), LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Energy Services, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Fayette II, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Gas Imports, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Hanging Rock II, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Xxxxxxx Energy, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Xxxxxx, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Marketing and Trade, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Miami Fort, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Midwest Generation, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Morro Bay, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Xxxx Landing, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Northeast Generation GP, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Oakland, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Operating Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Power Generation, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Power Marketing, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Power, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Resource II, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Resources Generating Holdco, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy South Bay, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Dynegy Stuart, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Washington II, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Dynegy Xxxxxx, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Xxxxx Power Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer EquiPower Resources Corp. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Xxxxxx Pipeline, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Generation SVC Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Havana Dock Enterprises, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Xxxx Energy, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Hopewell Power Generation, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Illinois Power Generating Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Illinois Power Marketing Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Illinois Power Resources Generating, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Illinois Power Resources, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Illinova Corporation By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] IPH, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Xxxxxxx Generation, L.L.C. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer La Frontera Holdings, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Lake Road Generating Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Liberty Electric Power, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Lone Star Energy Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Lone Star Pipeline Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Luminant Energy Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Luminant Energy Trading California Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Luminant ET Services Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Luminant Generation Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Luminant Mining Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Masspower, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Midlothian Energy, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Milford Power Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] NCA Resources Development Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer NEPCO Services Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Northeastern Power Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Oak Grove Management Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Ontelaunee Power Operating Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Xxxxxxxxx Energy, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Richland-Stryker Generation LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Sandow Power Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Sithe Energies, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Sithe/Independence LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Southwestern Electric Service Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Texas Electric Service Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Texas Energy Industries Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Texas Power & Light Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Texas Utilities Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Texas Utilities Electric Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer T-Fuels, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer TXU Electric Company, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer TXU Energy Retail Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] TXU Retail Services Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Upton County Solar 2, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Value Based Brands LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Vistra Asset Company LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Vistra Corporate Services Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Vistra EP Properties Company By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Vistra Finance Corp. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Vistra Preferred Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Xxxxxxx County Generation, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer Wise County Power Company, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] Wise-Fuels Pipeline, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer [Signature Page to the Vistra Operations Company LLC Indenture] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxxxx Title: Assistant Vice President [Signature Page to the Vistra Operations Company LLC Indenture] 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 COMPANY5.500% Senior Notes due 2026 CUSIP1/ISIN2:[ ] No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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, [ ] Vistra Operations Company LLC promises to pay to CEDE & CO., HAS AN INTEREST HEREININC. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933or registered assigns, AS AMENDED the principal sum of [ ]. Dollars (THE "SECURITIES ACT"$[ ]) on September 1, 2026 Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 Dated: , 20[ ] 1 CUSIPs: 92840V AA0 (Rule 144A) and U9226V AA5 (Regulation S) 2 ISINs: US92840VAA08 (Rule 144A) and USU9226VAA53 (Regulation S), 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] Dated as of October April 29, 2004 1998 SIGNATURES DRESSER-RAND GROUP Very truly yours, GROVE WORLDWIDE LLC By: /s/ Xxxxxxxxx X. Xxxxxxx ___________________________________ Name: Title: GROVE CAPITAL, INC. By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx ------------------------------------- ___________________________________ Name: Xxxxxxx Title: CRANE ACQUISITION CORP. By: /s/ Xxxxxxxxx X. Xxxxxxx ___________________________________ Name: Title: Chief Financial Officer DRESSER-RAND CRANE HOLDING INC. By: /s/ Xxxxxxxxx X. Xxxxxxx ___________________________________ Name: Title: NATIONAL CRANE CORP. By: /s/ Xxxxxxxxx X. Xxxxxxx _____________________________________ Name: Title: GROVE FINANCE LLC By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx ------------------------------------- _____________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER GROVE U.S. LLC By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx ------------------------------------- _____________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND UNITED STATES TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.OF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. Xxxxxx ____________________________________ Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [A-1 (Face of Note) 9 1/4% Senior Subordinated Notes due 2008 No. ___ $____________________ CUSIP XX. 000000 XX0 Xxxxx Worldwide LLC and Grove Capital, Inc. promise to pay to ______ ___________________ or registered assigns, the principal sum of ________________ Dollars on May 1, 2008. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 GROVE WORLDWIDE LLC By: ___________________________ Name: Title: GROVE CAPITAL, INC. By: ___________________________ Name: Title: Dated: ______________ This is one of the [Global] 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 Notes referred to in the within-mentioned Indenture: XXXXXX XXXXXX TRUST COMPANY OF NEW YORK, as Trustee By:__________________________________ Authorized Signatory (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"Back of Note), 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [INDENTURE SIGNATURE PAGES FOLLOW] [INDENTURE SIGNATURE PAGES] Dated as of October 29April 22, 2004 SIGNATURES DRESSER-RAND GROUP 1999 DURA OPERATING CORP. By: /s/ Xxxxx Xxxxx ----------------------------------- Name: Title: DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND DURA AUTOMOTIVE SYSTEMS INC. COLUMN SHIFTER OPERATIONS UNIVERSAL TOOL & STAMPING COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESINC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKINC. ADWEST ELECTRONICS, N.A.INC. ADWEST WESTERN AUTOMOTIVE, as Trustee INC. X.E. CO. EXCEL OF TENNESSEE, L.P. EXCEL CORPORATION EXCEL INDUSTRIES OF MICHIGAN, INC. XXXXXXXX INDUSTRIES, INC. XXXXXX INDUSTRIES, INC. HYDRO FLAME CORPORATION XXXXXX AUTOMOTIVE INC. MARK I MOLDED PLASTICS, INC. XXXX I MOLDED PLASTICS OF TENNESSEE, INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxx ----------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ X. Xxxxxxxx ----------------------------------- Name: Title: EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS FACE OF NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFCUSIP__________ ISIN___________ 9% Senior Subordinated Notes due 2009 No. _______ EURO__________ DURA OPERATING CORP. promises to pay to _____________________, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT or registered assigns, the principal sum of _______________________ (______________) on May 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2009., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29May 21, 2004 SIGNATURES DRESSER-RAND GROUP INC1998 ONEPOINT COMMUNICATIONS CORP. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chairman and Chief Financial Executive Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESONEPOINT COMMUNICATIONS HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKONEPOINT COMMUNICATIONS CORP., N.A., as Trustee its Manager By: /s/ Xxxxx Xxxxxxxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - GEORGIA, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - ILLINOIS, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer ONEPOINT COMMUNICATIONS - COLORADO, LLC By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx --------------------------------- Name: Title: Chairman and Chief Executive Officer VIC - RMTS - DC. LLC By: ONEPOINT COMMUNICATIONS HOLDING, LLC, its Manager By: ONEPOINT COMMUNICATIONS CORP., its Manager By: /s/ Xxxxx X. Xxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Chairman and Chief Executive Officer XXXXXX TRUST AND SAVINGS BANK By: /s/ X. Xxxxxxxxx --------------------------------- Name: Title: Vice President EXHIBIT A [(Face of Note) ================================================================================ CUSIP/CINS ______________ 14 1/2% [Series A] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY [Series B] Senior Notes due 2008 No. _____ $____________ ONEPOINT COMMUNICATIONS CORP. promises to pay to _______________________________________________ or registered assigns, the principal sum of _____________________________________________ Dollars on _____________, 2008 Interest Payment Dates: ____________ and_____________ Record Dates: ____________ and ____________ Dated: May 21, 1998 ONEPOINT COMMUNICATIONS CORP. By:________________________________ Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: XXXXXX TRUST AND SAVINGS BANK, as Trustee By:_____________________________ ================================================================================ (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"Back of Note), 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

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 and shall not, for any reason, be deemed to be considered a part of this Indenture and will shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 2966 SIGNATURES ---------- DATED AS OF APRIL 7, 2004 SIGNATURES DRESSER-RAND GROUP 1997 STERLING CHEMICALS, INC. ByBY: /s/ XXX X. XXXX _________________________________ NAME: Xxx X. Xxxx TITLE: Vice President and Chief Financial Officer ATTEST: /s/ F. XXXXXXX XXXXX ____________________________ NAME: F. Xxxxxxx Xxxxx TITLE: Secretary DATED AS OF APRIL 7, 1997 FLEET NATIONAL BANK, AS TRUSTEE BY: /s/ XXXXXXX X. Xxxxxxx ------------------------------------- NameXXXXXXX _________________________________ NAME: Xxxxxxx X. Xxxxxxx TitleTITLE: Chief Financial Officer DRESSER-RAND LLC ByVice President ATTEST: /s/ Xxxxxxx XXXXXXXXX X. Xxxxxxx ------------------------------------- NameXXXXXX ____________________________ NAME: Xxxxxxx Xxxxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx TitleXxxxxx TITLE: Vice President EXHIBIT A --------- [Face of NoteFORM OF FACE OF INITIAL 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---------------------------- STERLING CHEMICALS, 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 COMPANYINC. 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. [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXXCOMPANY, XXX XXXX, XXX XXXX) A NEW YORK CORPORATION ("XXXDTC"), NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ., OR TO SUCH OTHER ENTITY AS MAY BE IS 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.* [Restricted Notes Legend] "THIS NOTE HAS NOT BEEN REGISTERED (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLYUNDER APPLICABLE STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bii) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE ACCORDANCE WITH REGULATION S RULE 904 UNDER THE SECURITIES ------------------------ * This legend should only be added if the Security is issued in global form. ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (2i) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE HOLDING PERIOD APPLICABLE TO SALES UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE UNDER RULE 144(k) UNDER FROM IT OF THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE." ["IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THETHE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]** ------------------------ ** Include on a Definitive Security to be held by an institutional "accredited investor" (as defined in Rule 501(a), (1), (2), (3) or (7) under the Securities Act). No. __________ Principal Amount $ CUSIP No. _________

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. Dated as of October 29June 6, 2004 SIGNATURES DRESSER-RAND GROUP 2002 XXXXXX'X, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Chief Financial Officer DRESSERGUARANTORS: Cardinal Foods, Inc. Xxxx Public Storage, Inc. Insurance Planners, Inc. I.T.A., Inc. Jondex Corp. Kee Trans, Inc. Mega Marts, Inc. Midland Grocery of Michigan, Inc. Pick `n Save Warehouse Foods, Inc. Ropak, Inc. Xxxxx Enterprises, Inc. Xxxx Lad Foods, Inc. Xxxx Lad-RAND LLC Lima, Inc. Shop-Rite, Inc. Spring Lake Merchandise, Inc. The Xxxxx Corporation The Midland Grocery Company Ultra Mart Foods, Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxx ----------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESSecretary Village Market, LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------ Xxxx ----------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx, signing on behalf of Shop-Rite, Inc., in its capacity as managing member of Village Market, LLC Title: Chief Financial Officer CITIBANKSecretary of Shop-Rite, N.A., as Trustee Inc. Attest: /s/ Xxxxxx X. Xxxxx ------------------------------- Name: Xxxxxx X. Xxxxx Title: President/Treasurer Indenture BNY MIDWEST TRUST COMPANY By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx Xxxxxxxxx ------------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx Title: Assistant Vice President EXHIBIT A [Face Indenture Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEthe date of this Indenture:

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 shall in no way modify or restrict any of the terms or provisions hereof. [Indenture signature pages follow] [Indenture signature pages] Dated as of October 29December 21, 2004 SIGNATURES DRESSER1998 Domino's, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Domino's Pizza, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Metro Detroit Pizza, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Bluefence, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: President Domino's Pizza International Payroll Services, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Domino's Pizza International, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President Domino's Pizza-RAND GROUP INC. Government Services Division, Inc. By: /s/ Xxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President IBJ Xxxxxxxx Bank & Trust Company By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [A-1 (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================================================================================ CUSIP ________ ISIN __________ 103/8% Senior Subordinated Notes due 2009 No. ___ $____________ DOMINO'S, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYINC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, promises to pay to CEDE & CO., HAS AN INTEREST HEREINor registered assigns, the principal sum of ______________ MILLION Dollars ($__________) on January 15, 2009. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933Interest Payment Dates: January 15 and July 15, AS AMENDED (THE "SECURITIES ACT")commencing July 15, 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 THE1999.

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 Dated as of October 29May __, 2004 SIGNATURES DRESSER-RAND GROUP INC. By2003 CORRECTIONS CORPORATION OF AMERICA Xx: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC ByAttest: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President GUARANTORS: CCA OF TENNESSEE, INC. PRISON REALTY MANAGEMENT, INC. CCA INTERNATIONAL, INC. TECHNICAL AND BUSINESS INSTITUTES OF AMERICA, INC. CCA PROPERTIES OF AMERICA, LLC CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC CCA PROPERTIES OF TEXAS, L.P. RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, INC xxxx xx x Guarantor By: ------------------------------------------- Name: Title: Attest: ---------------------------------- Name: Title: Indenture Signature Page TRANSCOR AMERICA, LLC, as a Guarantor By: ----------------------------------- Name: Title: Attest: ---------------------------------- Name: Title: TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By: ----------------------------------- Name: Title: Attest: ---------------------------------- Authorized Signatory Date: Indenture Signature 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 -------------------------------------------------------------------------------- CUSIP/CINS ____________ [__]% Senior Notes due 2011 No. ___ $____________ CORRECTIONS CORPORATION OF THE BENEFICIAL OWNERS HEREOFAMERICA promises to pay to ------------------------------------------------------------- or registered assigns, 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 INDENTUREthe principal sum of ----------------------------------------------------------- Dollars on [______ __, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2009., 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]

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October September 29, 2004 SIGNATURES DRESSER-RAND GROUP 2003 WCI COMMUNITIES, INC. BY: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Bay Colony-Gateway, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _________________________________ Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND LLC Xxxx Xxxxxxxxx Community Specialized Services, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _________________________________ Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Xxxx Xxxxxxxxx Financial Officer DRESSER-RAND POWER LLC Resources Group, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _________________________________ Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND COMPANY Xxxx Xxxxxxxxx First Fidelity Title, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _________________________________ Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESXxxx Xxxxxxxxx Florida Lifestyle Management Company By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx WCI Capital Corporation By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Livingston Road, Inc. Xx: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Sun City Center Golf Properties, Inc. By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Sun City Center Realty, Inc. By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Watermark Realty, Inc. By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx The Colony At Pelican Landing Golf Club, Inc. By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Communities Amenities, Inc. By: _________________________________ Name: James D. Cullen Title: Xxxx Xxxxxxxxx Communities Home Builders, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Communications Services, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President JYC Holdings, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Marbella at Pelican Bay, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Golf Resort Ventures, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Sarasota Tower, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tarpon Cove Yacht & Racquet Club, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tiburon Golf Ventures, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Architecture & Land Planning, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Watermark Realty Referral, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Communities Property Management, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Golf Group, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Bay Colony Realty Associates, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Bay Colony of Naples, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Coral Ridge Realty Sales, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Florida National Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Gateway Realty Sales, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Heron Bay, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Heron Bay Golf Course Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Bay Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Landing Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Pelican Marsh Properties, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Tarpon Cove Realty, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President WCI Homes, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President Communities Finance Company, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx James D. Cullen Title: Vice President EXHIBIT A Florida Design Communities, Inc. By: ___________________________________ Name: James D. Cullen Title: Vice President THE BANK OF NEW YORK as Trustee BY: ___________________________________ NAME: TITLE: [Face of NoteXXXX XX XXXX] 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================================================================================ CUSIP No. ISIN No. 7-7/8% [Series A] [Series B] Senior Subordinated Notes due 2013 No. ___ $____________ WCI COMMUNITIES, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (INC. promises to pay to______________________________________________________________ or registered assigns, the principal sum of____________________________________________________________ Dollars on October 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2013., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as Executed this 25th day of October 29April, 2004 SIGNATURES DRESSER-RAND GROUP 2001. BEVEXXX XXXERPRISES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Schuxxxx Xxxxxxxxxxxxx, Xx. ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Schuxxxx Xxxxxxxxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.Senior Vice President and Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx Robexx X. Xxxxxxxxxx ---------------------------------- ------------------------------------------ Name: Xxxxx Robexx X. Xxxxxxxxxx Title: Assistant Vice President GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ John X. XxxXxxxxx ------------------------------------------ Name: John X. XxxXxxxxx Title: Vice President and Secretary of each Guarantor SCHEDULE I GUARANTORS Employer State of Corporation ID Number Incorporation ----------- --------- ------------- AEGIS Therapies, Inc. (f/k/a Bevexxx Xxxabilitation, Inc.) 71-0000000 Delaware AGI-Camelot, Inc. 43-1000000 Missouri Arborland Management Company, Inc. 58-2000000 South Carolina Associated Physical Therapy Practitioners, Inc. 23-2000000 Pennsylvania Bevexxx Xxxisted Living, Inc. 71-0000000 Delaware Bevexxx - Xxxxx Xxxta Holding, Inc. 71-0000000 Delaware Bevexxx - Xxxxxxx Xxxdings, Inc. 71-0000000 Delaware Bevexxx-Xxxianapolis, LLC 71-0000000 Indiana Bevexxx - Xissouri Valley Holding, Inc. 71-0000000 Delaware Bevexxx - Xlant City Holdings, Inc. 71-0000000 Delaware Bevexxx - Xapid City Holding, Inc. 71-0000000 Delaware Bevexxx - Xamarac Holdings, Inc. 71-0000000 Delaware Bevexxx - Xampa Holdings, Inc. 71-0000000 Delaware Bevexxx Xxxnical, Inc. 71-0000000 Delaware Bevexxx Xxxerprises International Limited 95-3000000 California Bevexxx Xxxerprises - Alabama, Inc. 95-3000000 California Bevexxx Xxxerprises - Arizona, Inc. 95-3000000 California Bevexxx Xxxerprises - Arkansas, Inc. 95-3000000 California Bevexxx Xxxerprises - California, Inc. 95-2000000 California Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Colorado, Inc. 95-3000000 California Bevexxx Xxxerprises - Connecticut, Inc. 95-3000000 California Bevexxx Xxxerprises - Delaware, Inc. 95-3000000 California Bevexxx Xxxerprises - Distribution Services, Inc. 95-4000000 California Bevexxx Xxxerprises - District of Columbia, Inc. 95-3000000 California Bevexxx Xxxerprises - Florida, Inc. 95-3000000 California Bevexxx Xxxerprises - Garden Terrace, Inc. 95-3000000 California Bevexxx Xxxerprises - Georgia, Inc. 95-3000000 California Bevexxx Xxxerprises - Hawaii, Inc. 95-3000000 California Bevexxx Xxxerprises - Idaho, Inc. 95-3000000 California Bevexxx Xxxerprises - Illinois, Inc. 95-3000000 California Bevexxx Xxxerprises - Indiana, Inc. 95-3000000 California Bevexxx Xxxerprises - Iowa, Inc. 95-3000000 California Bevexxx Xxxerprises - Kansas, Inc. 95-3000000 California Bevexxx Xxxerprises - Kentucky, Inc. 95-3000000 California Bevexxx Xxxerprises - Louisiana, Inc. 95-3000000 California Bevexxx Xxxerprises - Maine, Inc. 95-3000000 California Bevexxx Xxxerprises - Maryland, Inc. 95-3000000 California Bevexxx Xxxerprises - Massachusetts, Inc. 95-3000000 California Bevexxx Xxxerprises - Michigan, Inc. 95-3000000 California Bevexxx Xxxerprises - Minnesota, Inc. 95-3000000 California 91 -3- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Mississippi, Inc. 95-3000000 California Bevexxx Xxxerprises - Missouri, Inc. 95-3000000 California Bevexxx Xxxerprises - Montana, Inc. 95-3000000 California Bevexxx Xxxerprises - Nebraska, Inc. 95-3000000 California Bevexxx Xxxerprises - Nevada, Inc. 95-3000000 California Bevexxx Xxxerprises - New Hampshire, Inc. 95-3000000 California Bevexxx Xxxerprises - New Jersey, Inc. 95-3000000 California Bevexxx Xxxerprises - New Mexico, Inc. 95-3000000 California Bevexxx Xxxerprises - North Carolina, Inc. 95-3000000 California Bevexxx Xxxerprises - North Dakota, Inc. 95-3000000 California Bevexxx Xxxerprises - Ohio, Inc. 95-3000000 California Bevexxx Xxxerprises - Oklahoma, Inc. 95-3000000 California Bevexxx Xxxerprises - Oregon, Inc. 95-3000000 California Bevexxx Xxxerprises - Pennsylvania, Inc. 95-3000000 California Bevexxx Xxxerprises - Rhode Island, Inc. 95-3000000 California Bevexxx Xxxerprises - South Carolina, Inc. 95-3000000 California Bevexxx Xxxerprises - Tennessee, Inc. 95-3000000 California Bevexxx Xxxerprises - Texas, Inc. 95-3000000 California Bevexxx Xxxerprises - Utah, Inc. 95-3000000 California Bevexxx Xxxerprises - Vermont, Inc. 95-3000000 California Bevexxx Xxxerprises - Virginia, Inc. 95-3000000 California -4- Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Bevexxx Xxxerprises - Washington, Inc. 95-3000000 California Bevexxx Xxxerprises - West Virginia, Inc. 95-3000000 California Bevexxx Xxxerprises - Wisconsin, Inc. 95-3000000 California Bevexxx Xxxerprises - Wyoming, Inc. 95-3000000 California Bevexxx Xxxlth and Rehabilitation Services, Inc. 95-2000000 California Bevexxx Xxxlthcare, LLC 71-0000000 Indiana Bevexxx Xxxlthcare Acquisition, Inc. 71-0000000 Delaware Bevexxx Xxxlthcare - California, Inc. 95-3000000 California Bevexxx Xxxdings I, Inc. 71-0000000 Delaware Bevexxx Xxxemnity, Ltd. 71-0000000 Vermont Bevexxx Xxxor Inc. of Hawaii 99-0000000 California Bevexxx Xxxl Estate Holdings, Inc. 71-0000000 Delaware Bevexxx Xxxana Cay Manor, Inc. 95-4000000 California Carrollton Physical Therapy Clinic, Inc. 75-2000000 Texas Commercial Management, Inc. 42-0000000 Iowa Community Care, Inc. 56-1000000 North Carolina Compassion and Personal Care Services, Inc. 56-1000000 North Carolina Eastern Home Health Supply & Equipment Co., Inc. 56-1000000 North Carolina Greenville Rehabilitation Services, Inc. 75-2000000 Texas Hallmark Convalescent Homes, Inc. 41-1000000 Michigan HomeCare Preferred Choice, Inc. 62-1000000 Delaware Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Home Health and Rehabilitation Services, Inc. 75-2000000 Texas Hospice of Eastern Carolina, Inc. 56-1000000 North Carolina Hospice Preferred Choice, Inc. 71-0000000 Delaware HTHC Holdings, Inc. 71-0000000 Delaware Las Colinas Physical Therapy Center, Inc. 75-2000000 Texas Liberty Nursing Homes, Incorporated 54-0000000 Virginia MATRIX Occupational Health, Inc. 58-2000000 Delaware MATRIX Rehabilitation, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Delaware, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Georgia, Inc. 58-2000000 Delaware MATRIX Rehabilitation - Maryland, Inc. 71-0000000 Delaware MATRIX Rehabilitation - Ohio, Inc. 71-0000000 Delaware MATRIX Rehabilitation - South Carolina, Inc. 73-1000000 Delaware MATRIX Rehabilitation - Texas, Inc. 73-1000000 Delaware MATRIX Rehabilitation - Washington, Inc. 58-2000000 Delaware Medical Arts Health Facility of Lawrenceville, Inc. 58-1000000 Georgia Moderncare of Lumberton, Inc. 56-1000000 North Carolina Nebraska City S-C-H, Inc. 41-1000000 Nebraska Network for Physical Therapy, Inc. 74-2000000 Texas North Dallas Physical Therapy Associates, Inc. 75-2000000 Texas Employer State of Corporation ID Number Incorporation ----------- --------- ------------- Petexxxx Xxxlth Care, Inc. 59-2000000 Florida PT NET, Inc. 62-1000000 Tennessee PT Net (Colorado), Inc. 84-1000000 Colorado Rehabilitation Associates of Lafayette, Inc. 72-1000000 Louisiana South Alabama Nursing Home, Inc. 95-3000000 Alabama South Dakota - Bevexxx Xxxerprises, Inc. 95-3000000 California Spectra Healthcare Alliance, Inc. 71-0000000 Delaware Tar Heel Infusion Company, Inc. 56-1000000 North Carolina The Parks Physical Therapy and Work Hardening Center, Inc. 75-2000000 Texas Theraphysics Corp. 13-3000000 Delaware Theraphysics of New York IPA, Inc. 71-0000000 New York Theraphysics Partners of Colorado, Inc. 51-0000000 Delaware Theraphysics Partners of Texas, Inc. 62-1000000 Delaware Theraphysics Partners of Western Pennsylvania, Inc. 23-2000000 Delaware TMD Disposition Company 59-3000000 Florida Vantage Healthcare Corporation 35-1000000 Delaware 95 EXHIBIT A [Face of Note] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THIS GLOBAL NOTE SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTESECURITY) 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.6 OF THE INDENTURE, (2II) THIS GLOBAL NOTE SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a2.6(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) THIS GLOBAL NOTE SECURITY 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 FORM9 5/8% SENIOR NOTE DUE 2009 CUSIP: No. 001 $200,000,000 BEVEXXX XXXERPRISES, 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 DEPOSITARYINC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promises to pay to CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE or its registered assigns, the principal sum of TWO HUNDRED MILLION Dollars on April 15, 2009. Interest Payment Dates: April 15 and October 15, commencing October 15, 2001 Record Dates: April 1 and October 1 (whether or not a Business Day). BEVEXXX XXXERPRISES, INC. By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: Dated: April 25, 2001 Trustee's Certificate of Authentication: This is one of the Securities referred to in the within-mentioned Indenture: THE BANK OF DTC NEW YORK, as Trustee By: --------------------------------- Authorized Signatory A-3 98 (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE BACK 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 & COSECURITY) 9 5/8% SENIOR NOTE DUE 2009 Capitalized terms used herein have the meanings assigned to them in the Indenture (as defined below) unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated DATED AS OF FEBRUARY 5, 1999 XXXXXX PRODUCTS CORP. By: /s/ Xxx X. Xxxxxxxxxxx -------------------------------- Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President-Finance XXXXXX MANUFACTURING CORP. By: /s/ Xxx X. Xxxxxxxxxxx -------------------------------- Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President-Finance XXXXXX AIR (TAIWAN) CORP. By: /s/ Xxx X. Xxxxxxxxxxx -------------------------------- Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President-Finance STATE STREET BANK AND TRUST COMPANY, as of October 29Trustee XXXXXX MOTOR CORPORATION BY: /s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxx X. Xxxxxxxxxxx -------------------------------- -------------------------------- Name: Xxxxxx X. Xxxxxxx Name: Xxx X. Xxxxxxxxxxx Title: Assistant Vice President Title: Senior Vice President-Finance THE RIVAL COMPANY By: /s/ Xxx X. Xxxxxxxxxxx -------------------------------- Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President-Finance XXXXXX ELECTRIC COMPANY, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx Xxx X. Xxxxxxx ------------------------------------- Xxxxxxxxxxx -------------------------------- Name: Xxxxxxx Xxx X. Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND LLC Finance XXXXXX BUILDING PRODUCTS, INC. By: /s/ Xxxxxxx Xxx X. Xxxxxxx ------------------------------------- Xxxxxxxxxxx -------------------------------- Name: Xxxxxxx Xxx X. Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND POWER LLC Finance RIVAL CONSUMER SALES CORPORATION By: /s/ Xxxxxxx Xxx X. Xxxxxxx ------------------------------------- Xxxxxxxxxxx -------------------------------- Name: Xxxxxxx Xxx X. Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND COMPANY ByFinance EXHIBIT A-1 (Face of Global Note) CUSIP/CINS 00000XXX0 9 7/8% Series C Senior Subordinated Notes due 2007 No. 1 $ ------------- XXXXXX PRODUCTS CORP. promise to pay to Cede & Co. or registered assigns, the principal sum of ----------------------------------------------------------- Dollars on November 15, 2007. Interest Payment Dates: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- May 15 and November 15 Record Dates: May 1 and November 1 DATED: FEBRUARY 5, 1999 XXXXXX PRODUCTS CORP. BY: -------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC ByBY: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ -------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face --------------------------------------- A1-1 (Back of Note] ) 9 7/8% Series C Senior Subordinated Notes due 2007 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 SECURITY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM 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. XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, 1933 AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A AND REGULATION S. THE HOLDER OF THIS SECURITY AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OR (B) IT IS NOT IN A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (2c) AGREES THAT IT WILL NOT, PRIOR OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE EXPIRATION REQUIREMENTS OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, AND IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY SUCCESSOR PROVISION)OTHER APPLICABLE JURISDICTION AND (B) THE PURCHASER WILL, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) TO THEABOVE. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings 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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP INC[Signatures on following page] Page 101 SIGNATURES: ORMAT FUNDING CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx Xxxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESAssistant Secretary XXXXX XXXX XX XXXXXXXXXX, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., N.A. as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- X. Xxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxx X. Xxxxxx Title: Vice President ORMESA LLC, By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary GUARANTORS: XXXXX POWER PARTNERS as a Guarantor By: ORNI 1 LLC, a Delaware limited liability company Its: General Partner By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary STEAMBOAT GEOTHERMAL LLC, as a Guarantor By: ORNI 7 LLC, a Delaware limited liability company Its: General Partner By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager Page 104 By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary STEAMBOAT DEVELOPMENT CORPORATION as a Guarantor By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORMAMMOTH INC. as a Guarantor By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 1 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 2 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Page 105 Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary ORNI 7 LLC as a Guarantor By: ORMAT FUNDING CORP., a Delaware corporation Its: Sole Member and Manager By: /s/ Xxxxxx Xxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxx Title: Assistant Secretary EXHIBIT A [A-l (Face of Senior Secured Note] THIS ) [GLOBAL NOTE LEGEND) [INCLUDE IF SENIOR SECURED 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 A 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 XXXXX XXXXXXCOMPANY, XXX XXXX, XXX XXXX) A NEW YORK CORPORATION ("XXXDTC"), TO ORMAT FUNDING CORP. (THE COMPANY "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE IS 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 SENIOR SECURED NOTE HAS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SENIOR SECURED NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE CIRCUMSTANCES SET FORTH IN SECTION 2.07 OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.07 OF THE INDENTURE.] [RESTRICTED NOTES LEGEND] [INCLUDE IF NOTE IS A RESTRICTED NOTE OR A TEMPORARY REGULATION S GLOBAL NOTE (UNLESS, PURSUANT TO SECTION 2.07, THE ISSUER DETERMINES THAT THE LEGEND MAY BE REMOVED) - THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ) AND ACCORDINGLY, MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (A) (1) REPRESENTS THAT (A) IT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACTACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(l), (2), (3) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(kOR (7) UNDER THE SECURITIES ACT, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF ORMAT FUNDING CORP. SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITES STATES. IN CONNECTION WITH ANY SUCCESSOR PROVISIONTRANSFER, THE HOLDER WILL DELIVER TO THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.] ================================================================================ CUSIP/CINS: 686685 AA 6 No. $ -- --------- ORMAT FUNDING CORP. promises to pay to Cede & Co., or registered assigns, the principal sum of______________ Dollars in installments on the dates and in the amounts as set forth in Schedule I attached hereto and made part hereof. Interest Payment Dates: June 30 and December 30 Record Dates: June 15 and December 15 DATED: ORMAT FUNDING CORP. By: ------------------------------------- Name: Title: This is one of the [Global Notes] [Certificated Notes] referred to in the within-mentioned Indenture: Union Bank of California, N.A., as Trustee By: --------------------------------- Name: ================================================================================ (Back of Note), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29June 19, 2004 SIGNATURES DRESSER-RAND GROUP 1997 XXXXXXX SPORTS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC ByExecutive Vice President XXXXXXX GUARANTORS: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESXXXXXXX, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee INC. ALL AMERICAN SPORTS CORPORATION EQUILINK LICENSING CORPORATION PROACQ CORP. RHC LICENSING CORPORATION RIDMARK CORPORATION CHEER ACQUISITION CORP. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ---------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President VARSITY GUARANTORS: VARSITY SPIRIT CORPORATION VARSITY SPIRIT FASHIONS & SUPPLIES, INC. VARSITY USA, INC. VARSITY/INTROPA TOURS, INC. INTERNATIONAL LOGOS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxx Title: Senior Vice President MARINE MIDLAND BANK By: /s/ Xxxxx Xxxxxx -------------------------------- Name: Xxxxx Xxxxxx Title: Assistant Vice President EXHIBIT A [(Face of Senior 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP/CINS ____________

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29February 16, 2004 SIGNATURES DRESSER-RAND GROUP 2000 CLASSIC CABLE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxxxxx X. J. Merrxxx Xxxxxxx Title: Chief Financial Executive Officer DRESSER-RAND LLC GUARANTORS: CLASSIC CABLE HOLDING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxxxxx X. J. Merrxxx Xxxxxxx Title: Chief Financial Executive Officer DRESSER-RAND POWER LLC UNIVERSAL CABLE HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxxxxx X. J. Merrxxx Xxxxxxx Title: Chief Financial Executive Officer DRESSER-RAND COMPANY UNIVERSAL CABLE COMMUNICATIONS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxxxxx X. J. Merrxxx Xxxxxxx Title: Chief Financial Executive Officer DRESSER-RAND GLOBAL SERVICESUNIVERSAL CABLE OF BEAVER, LLC OKLAHOMA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ J. MERRXXX XXXXXXX ----------------------------------- Name: Xxxxxxx X. J. Merrxxx Xxxxxxx Title: Chief Financial Executive Officer CITIBANKIndenture Signature Page UNIVERSAL CABLE MIDWEST, N.A.INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer FRIENDSHIP CABLE OF TEXAS, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CORRECTIONAL CABLE TV, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CALLCOM 24, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer FRIENDSHIP CABLE OF ARKANSAS, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CLASSIC TELEPHONE, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer Indenture Signature Page 95 WT ACQUISITION CORPORATION By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer W.K. COMMUNICATIONS, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer TELEVISION ENTERPRISES, INC. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer BLACK CREEK MANAGEMENT, L.L.C. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer BLACK CREEK COMMUNICATIONS, L.P. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer CLASSIC NETWORK TRANSMISSION, L.L.C. By: /s/ J. MERRXXX XXXXXXX ----------------------------------- Name: J. Merrxxx Xxxxxxx Title: Chief Executive Officer Dated as of February 16, 2000 XXXXX XXXX XX XXXXX, XXTIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- CARY X. XXXXXXX ----------------------------------- Name: Xxxxx Xxxxxxxxxx Cary X. Xxxxxxx Title: Vice President Indenture Signature Page 97 EXHIBIT A A1 [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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- CUSIP/CINS: 18270XXX0

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. 97 SIGNATURES Dated as of October 29Xxxxx 00, 2004 SIGNATURES DRESSER0000 XxxxxXxx LP By: CyrusOne GP, as the sole general partner By: CyrusOne Inc., as the sole trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne Finance Corp. By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS CyrusOne Inc. By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne GP By: CyrusOne Inc., as the sole trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne TRS Inc. By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne Foreign Holdings LLC By: CyrusOne LLC, as sole member By: CyrusOne LP, its sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Cervalis Holdings LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Cervalis LLC By: Cervalis Holdings LLC, as sole member By: CyrusOne LP, its sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne-RAND GROUP INC. NC LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CyrusOne-NJ LLC By: CyrusOne LP, as sole member By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: /s/ Xxxxx X. Morefield_____________ Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Giordano_____________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxxxx Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY CUSIP/CINS ____________ 5.000% Senior Notes due 2024 No. ___ $____________* CYRUSONE LP CYRUSONE FINANCE CORP. promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFas such sum may be increased or decreased as set forth on the Schedule of Exchanges of Interest on the Global Notes attached hereto)] on March 15, 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 INDENTURE2024. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 Dated: _______________ CYRUSONE LP By: CyrusOne GP, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREas the sole General Partner By: CyrusOne Inc., (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 FORMas the sole Trustee By: Name: Title: CYRUSONE FINANCE CORP By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK N.A., 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 XXXXX XXXXXXas Trustee By: Authorized Signatory [Back of Note] 5.000% Senior Notes due 2024 [Insert the Global Note Legend, XXX XXXXif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, XXX XXXX) ("XXX")if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of October 29April 15, 2004 SIGNATURES DRESSER-RAND GROUP 2002 XXXXXXX COMPANIES, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary ABCO FOOD GROUP, INC., as Guarantor By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- -------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC President ABCO MARKETS, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary ABCO REALTY CORP., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary AG, L.L.C., as Guarantor, by Xxxxxxx Companies, Inc. as its sole member By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary AMERICAN LOGISTICS GROUP, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary ARIZONA PRICE IMPACT, L.L.C., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXX'X FOOD GROUP, INC., as Guarantor By: /s/ Xxxxx X. Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: President CARDINAL WHOLESALE, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX FUELS, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary FAVAR CONCEPTS, LTD., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX FOODS MANAGEMENT CO., L.L.C., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX FOODS OF TEXAS, L.P., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX INTERNATIONAL LTD., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX SUPERMARKETS OF FLORIDA, INC. By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX TRANSPORTATION SERVICE, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXX WHOLESALE, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary FOOD 4 LESS BEVERAGE COMPANY, INC., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC President FUELSERV, INC., as Guarantor By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary GATEWAY INSURANCE AGENCY, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary LAS, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXX-XXXXXXX CO., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary PIGGLY WIGGLY COMPANY, as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary PROGRESSIVE REALTY, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary RAINBOW FOOD GROUP, INC., as Guarantor By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- -------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY President RETAIL INVESTMENTS, INC., as Guarantor By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx -------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL Senior Vice President, General Counsel and Secretary RETAIL SUPERMARKETS, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary RFS MARKETING SERVICES, LLC INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary RICHMAR FOODS, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary XXXXXXXX TRANSPORTATION, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary MANUFACTURERS AND TRADERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President 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================================================================================ CUSIP/CINS ____________ o 9 7/8% Senior Subordinated Notes due 2012 No. ___ $___________ XXXXXXX COMPANIES, INC. promises to pay to Cede & Co. or registered assigns, the principal sum of ----------------------------------------------------------- Dollars on May 1, 2012. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: XXXXXXX COMPANIES, INC. By: -------------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: MANUFACTURERS 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 INDENTURETRADERS TRUST COMPANY, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREas Trustee By: ------------------------------- Authorized Signatory ================================================================================ [Back of Note] 9 7/8% Senior Subordinated Notes due 2012 [Insert the Global Note Legend, (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 FORMif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29January 15, 2004 SIGNATURES DRESSER-RAND GROUP INC1998 Centennial Communications Corp. /s/ XXXXXXX X. XXXXXX By: __________________________ Name:Xxxxxxx X. Xxxxxx Title:Chief Financial Officer Dated as of January 15, 0000 Xxxxx Xxxxxx Bank and Trust Company /s/ XXXXXX XXXX, XX. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- __________________________________ Name: Xxxxxxx X. Xxxxxxx :Xxxxxx Xxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: :Vice President EXHIBIT A [(Face of Note] ) _______________________________________________________________________________ CUSIP XX. 00000XXX0 _______________________________________________________________________________ "THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT THE CHIEF FINANCIAL OFFICER OF CENTENNIAL COMMUNICATIONS CORP. AT 0000 XXXXXXX STREET, SUITE 300, DENVER, COLORADO 80202, TELEPHONE NUMBER: (303) 571- 5050, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING ORIGINAL ISSUE DISCOUNT." "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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (."XXX"), 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29February 28, 2004 SIGNATURES DRESSER-RAND 2001 PMD GROUP INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND PMD HOLDINGS CORP. By: ----------------------------------------- Name: Title: BFGOODRICH FCC, INC. By: ----------------------------------------- Name: Title: BFGOODRICH CHINA, INC. By: ----------------------------------------- Name: Title: XXXXXXXX HOLDINGS CORPORATION By: ----------------------------------------- Name: Title: BFGOODRICH TEXTILE CHEMICALS, INC. By: ----------------------------------------- Name: Title: BFGOODRICH KALAMA, INC. By: ----------------------------------------- Name: Title: 94 BFGOODRICH DIAMALT, INC. By: ----------------------------------------- Name: Title: BFGOODRICH HILTON DAVIS, INC. By: ----------------------------------------- Name: Title: FCC ACQUISITION CORP. By: ----------------------------------------- Name: Title: PERFORMANCE MATERIALS I INC. By: ----------------------------------------- Name: Title: PERFORMANCE MATERIALS II LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- PMD Group Inc. Its Sole Member By: ----------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESXXXXX FARGO BANK MINNESOTA, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [A-1 (Face of Global Note) ================================================================================ CUSIP/CINS ______________ 11% Senior Subordinated Notes due 2011 No. __ $___________ PMD GROUP INC. promises to pay to _______________, or registered assigns, the principal sum of _________________ Dollars on February 28, 2011 Interest Payment Dates: March 15 and September 15 Interest Record Dates: March 1 and September 15 Dated: February 28, 2001 PMD GROUP INC. BY: --------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: -------------------------- Name: Title: ================================================================================ A1-1 (Back of Note) 11% [Series A] [Series B] Senior Subordinated Notes due 2011 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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("XXX"), to the issuer 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 in as much as the registered owner hereof, Cede & Co., has an interest herein. THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: - REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (As defined in Rule 501(A) (1), (2), (3) Or (7) or Regulation D under the Securities Act (AN "IAI")), - AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (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 $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND - AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING. 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COCapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29April 22, 2004 SIGNATURES DRESSER-RAND GROUP ISSUER: EXTENDICARE HEALTH SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________________ Name: Xxxxxxx X. Xxxxxxx Mark W. Durishan Title: Chief Financial Vice President, Chxxx Xxxxxxxxx Officer DRESSER-RAND LLC and Treasurer GUARANTORS: EXTENDICARE HEALTH FACILITY HOLDINGS, INC. EXTENDICARE HEALTH FACILITIES, INC. NORTHERN HEALTH FACILITIES, INC. EXTENDICARE HOMES, INC. EXTENDICARE HEALTH NETWORK, INC. THE PROGRESSIVE STEP CORPORATION EXTENDICARE OF INDIANA, INC. EXTENDICARE GREAT TRAIL, INC. FIR LANE TERRACE CONVALESCENT CENTER, INC. ADULT SERVICES UNLIMITED, INC. ARBORS EAST, INC. ARBORS AT TOLEDO, INC. HEALTH POCONOS, INC. MARSHALL PROPERTIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________________ Name: Xxxxxxx X. Xxxxxxx Mark W. Durishan Title: Vice President, Chief Financial Xxxxxxxxx Officer DRESSER-RAND POWER LLC and Treasurer SIGNATURE PAGE TO INDENTURE INDIANA HEALTH AND REHABILITATION CENTERS PARTNERSHIP BY: EXTENDICARE HOMES, INC., AS GENERAL PARTNER By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :__________________________________________________ Name: Xxxxxxx X. Xxxxxxx Mark W. Durishan Title: Vice President, Chief Financial Officer DRESSER-RAND COMPANY Xxxxxxxxx Xxxxxxr and Treasurer BY: EXTENDICARE OF INDIANA, INC., AS GENERAL PARTNER By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :__________________________________________________ Name: Xxxxxxx X. Xxxxxxx Mark W. Durishan Title: Vice President, Chief Financial Officer DRESSER-RAND GLOBAL Xxxxxxxxx Xxxxxxr and Treasurer CONCORDIA MANOR, LLC FIRST COAST HEALTH AND REHABILITATION CENTER, LLC JACKSON HEIGHTS REHABILITATION CENTER, LLC TREXXXXX XSLE CARE CENTER, LLC BY: EXTENDICARE HOMES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer KAUFMAN STREET, WV, LLC NEW CASTLE CARE, LLC BY: FIR LANE TERRACE CONVALESCENT CENTER, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE ALPINE HEALTH AND REHABILITATION CENTER, LLC COLONIAL CARE, LLC GREENBRIAR CARE, LLC GREENBROOK CARE, LLC HERITAGE CARE, LLC LADY LAKE CARE, LLC NEW HORIZON CARE, LLC NORTH REHABILITATION CARE, LLC PALM COURT CARE, LLC RICHEY MANOR, LLC ROCKLEDGE CARE, LLC SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC BY: EXTENDICARE HEALTH FACILITIES, INC., AS SOLE MEMBER By:____________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE ARBORS AT TAMPA, LLC ARBORS AT BAYONET POINT, LLC ARBORS AT FAIRLAWN CARE, LLC ARBORS AT FAIRLAWN REALTY OH, LLC ARBORS AT SYLVANIA CARE, LLC ARBORS AT SYLVANIA REALTY OH, LLC ARBORS WEST CARE, LLC ARBORS WEST REALTY OH, LLC COLUMBUS REHABILITATION REALTY OH, LLC JACKSONVILLE CARE, LLC SAFETY HARBOR CARE, LLC KISSIMMEE CARE, LLC ORANGE PARK CARE, LLC OREGON CARE, LLC PORT CHARLOTTE CARE, LLC SARASOTA CARE, LLC SEMINOLE CARE, LLC WINTER HAVEN CARE, LLC BLANCHESTER CARE, LLC CANTON CARE, LLC COLUMBUS REHABILITATION CARE, LLC DAYTON CARE, LLC DELAWARE CARE, LLC GALLIPOLIS CARE, LLC HILLIARD CARE, LLC LONDON CARE, LLC MARIETTA CARE, LLC ROCKMILL CARE, LLC ROCKSPRINGS CARE, LLC WATERVILLE CARE, LLC WOODSFIELD CARE, LLC BY: NORTHERN HEALTH FACILITIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Mark W. Durishan Title: Vice President, Chief Xxxxxxxxx Xxxxxxr and Treasurer SIGNATURE PAGE TO INDENTURE 77 GREAT TRAIL CARE, LLC BY: EXTENDICARE GREAT TRAIL, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx FISCAL SERVICES GROUP, LLC PARTNERS HEALTH GROUP, LLC STAR PURCHASING SERVICES, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx MILFORD CARE, LLC PRAIRIE VILLAGE CARE, LLC SCOTT VILLA CARE, LLC SWISS VILLA CARE, LLC VILLA PINES CARE, LLC BY: MARSHALL PROPERTIES, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx SIGNATURE PAGE TO INDENTURE PARTNERS HEALTH GROUP - FLORIDA, LLC PARTNERS HEALTH GROUP - LOUISIANA, LLC PARTNERS HEALTH GROUP - TEXAS, LLC BY: PARTNERS HEALTH GROUP, LLC BY: EXTENDICARE HEALTH NETWORK, INC., AS SOLE MEMBER By:__________________________________________________ Name: Richard L. Bertrand Title: Senior Vice Presidexx - Xxxxxxxxxxx SIGNATURE PAGE TO INDENTURE TRUSTEE: U.S. BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ________________________________________________ Name: Xxxxxxx X. Xxxxxxx Steven J. Peterson Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President Pxxxxxxxx SIGNATURE PAGE TO INDENTURE 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THECUSIP _____________

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29[SIGNATURES ON FOLLOWING PAGES] SIGNATURES DATED AS OF APRIL 16, 2004 SIGNATURES DRESSER-RAND GROUP 1998 FOUNTAIN VIEW, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC Chairman FOUNTAIN VIEW HOLDINGS, INC., as guarantor By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Chairman AIB CORP., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Chairman ALEXANDRIA CONVALESCENT HOSPITAL, inc., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESChairman BRIER OAK CONVALESCENT, LLC INC., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer CITIBANK, N.A.Chairman ELMCREST CONVALESCENT HOSPITAL, as Trustee Guarantor By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxxx ---------------------------------- -------------------------- Name: Xxxxxxx X. Xxxxx Xxxxxxxxxx Title: Vice President 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 HEREOFChairman FOUNTAINVIEW CONVALESCENT HOSPITAL, 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 INDENTUREas Guarantor By: /s/ Xxxxxxx X. Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman FOUNTAIN VIEW MANAGEMENT, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COINC., 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 THEas Guarantor By: /s/ Xxxxxxx X. Xxxxx -------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29February 11, 2004 SIGNATURES DRESSER-RAND GROUP 1998 SFX ENTERTAINMENT, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND General Counsel, Executive Vice President and Secretary ATLANTA CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE FESTIVALS N.J., INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary ARDEE PRODUCTIONS, LTD. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BEACH CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BGP ACQUISITION, LLC By: SFX ENTERTAINMENT, INC., its managing member. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC General Counsel, Executive Vice President and Secretary BROADWAY CONCERTS, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND Executive Vice President and Secretary CONNECTICUT AMPHITHEATER DEVELOPMENT CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT CONCERTS, INCORPORATED By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS PARTNERS By: NOC, INC. its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONN TICKETING COMPANY By: NORTHEAST TICKETING COMPANY, its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONTEMPORARY GROUP ACQUISITION CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, LP By: DEER CREEK AMPHITHEATER CONCERTS, INC., its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DELSENER/XXXXXX ENTERPRISES, LTD. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DUMB DEAL, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary EXIT 116 REVISITED, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary FPI CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IN HOUSE TICKETS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IRVING PLAZA CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Agent MURAT CENTER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary MURAT CENTER CONCERTS, LP By: MURAT CENTER CONCERTS, INC., its managing partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NOC, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NORTHEAST TICKETING COMPANY By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESExecutive Vice President and Secretary POLARIS AMPHITHEATER CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary QN CORP. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX BROADCASTING OF THE MIDWEST, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX CONCERTS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX NETWORK GROUP, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKSFX ENTERTAINMENT, N.A.INC., as Trustee its managing member. By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxxxxx Title: General Counsel, Executive Vice President and Secretary SOUTHEAST TICKETING COMPANY By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE CONCERTS, LLC By: SFX BROADCASTING OF THE MIDWEST, INC., its managing member. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, LP By: SUNSHINE DESIGNS, INC., its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, LP By: SUNTEX ACQUISITION, INC., its general partner. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary WESTBURY MUSIC FAIR, LLC By: SFX ENTERTAINMENT, INC., its managing member. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President and Secretary THE CHASE MANHATTAN BANK By: /s/ Xxxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President EXHIBIT A [A1 (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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 COMPANY.]1 [THE 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR ANY STATE SECURITIES LAWS, AND 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 HOLDER: REPRESENTS THAT (1) REPRESENTS THAT IT IS (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 THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, TRANSACTION; (2) AGREES THAT IT WILL NOTNOT RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT TO (A) THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE EXPIRATION CHASE MANHATTAN BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE HOLDING PERIOD APPLICABLE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO SALES OF THIS NOTE UNDER THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144(k) 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY SUCCESSOR PROVISIONOTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (C), RESELL (D) OR OTHERWISE (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE CHASE MANHATTAN BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER THIS NOTE EXCEPT (A) IS BEING MADE PURSUANT TO THEAN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED -------- 1 This paragraph should be included only if Note is issues in global form. A1-1

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 XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx X. Xxxxxxxx ---------------------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President INDENTURE SIGNATURES Dated as of October 29July 28, 2004 SIGNATURES DRESSER-RAND GROUP 2003 PAYLESS SHOESOURCE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ---------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President - Chief Financial Officer DRESSER-RAND LLC and Treasurer PAYLESS SHOESOURCE, INC. PAYLESS SHOESOURCE WORLDWIDE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ---------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President - Chief Financial Officer DRESSER-RAND POWER LLC and Treasurer PAYLESS SHOESOURCE DISTRIBUTION, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ---------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Vice President and Treasurer PAYLESS SHOESOURCE MERCHANDISING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxx ---------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESSenior Vice President and Treasurer SHOE SOURCING, LLC INC. EASTBOROUGH, INC. DYELIGHTS, INC. PSS DELAWARE COMPANY 2, INC. PSS DELAWARE COMPANY 3, INC. PSS DELAWARE COMPANY 4, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxx ---------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEPresident

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29April 24, 2004 SIGNATURES DRESSER-RAND GROUP 2002 WCI COMMUNITIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERBAY COLONY-RAND LLC GATEWAY, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC COMMUNITY SPECIALIZED SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND FINANCIAL RESOURCES GROUP, INC. By: ___________________________________ Name: Title: FIRST FIDELITY TITLE, INC. By: ___________________________________ Name: Title: FLORIDA LIFESTYLE MANAGEMENT COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESWCI CAPITAL CORPORATION By: ___________________________________ Name: Title: LXXXXXXXXX ROAD, INC. By: ___________________________________ Name: Title: PANTHER DEVELOPMENTS, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ___________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKSUN CITY CENTER GOLF PROPERTIES, N.A.INC. By: ___________________________________ Name: Title: SUN CITY CENTER REALTY, INC. By: ___________________________________ Name: Title: XXXXXXXXX REALTY, INC. By: ___________________________________ Name: Title: WI ULTRACORP OF FLORIDA, INC. By: ___________________________________ Name: Title: THE COLONY AT PELICAN LANDING GOLF CLUB, INC. By: ___________________________________ Name: Title: COMMUNITIES AMENITIES, INC. By: ___________________________________ Name: Title: COMMUNITIES HOME BUILDERS, INC. By: ___________________________________ Name: Title: GATEWAY COMMUNICATIONS SERVICES, INC. By: ___________________________________ Name: Title: JYC HOLDINGS, INC. By: ___________________________________ Name: Title: MARBELLA AT PELICAN BAY, INC. By: ___________________________________ Name: Title: PELICAN LANDING GOLF RESORT VENTURES, INC. By: ___________________________________ Name: Title: SARASOTA TOWER, INC. By: ___________________________________ Name: Title: TARPON COVE YACHT & RACQUET CLUB, INC. By: ___________________________________ Name: Title: TIBURON GOLF VENTURES, INC. By: ___________________________________ Name: Title: WCI ARCHITECTURE & LAND PLANNING, INC. By: ___________________________________ Name: Title: WATERMARK REALTY REFERRAL, INC. By: ___________________________________ Name: Title: WCI COMMUNITIES PROPERTY MANAGEMENT, INC. By: ___________________________________ Name: Title: WCI GOLF GROUP, INC. By: ___________________________________ Name: Title: WCI REALTY, INC. By: ___________________________________ Name: Title: BAY COLONY REALTY ASSOCIATES, INC. By: ___________________________________ Name: Title: BAY COLONY OF NAPLES, INC. By: ___________________________________ Name: Title: CORAL RIDGE COMMUNITIES, INC. By: ___________________________________ Name: Title: CORAL RIDGE PROPERTIES, INC. By: ___________________________________ Name: Title: CORAL RIDGE REALTY, INC. By: ___________________________________ Name: Title: CORAL RIDGE REALTY SALES, INC. By: ___________________________________ Name: Title: FLORIDA NATIONAL PROPERTIES, INC. By: ___________________________________ Name: Title: GATEWAY COMMUNITIES, INC. By: ___________________________________ Name: Title: GATEWAY REALTY SALES, INC. By: ___________________________________ Name: Title: HERON BAY, INC. By: ___________________________________ Name: Title: HERON BAY GOLF COURSE PROPERTIES, INC. By: ___________________________________ Name: Title: PELICAN BAY PROPERTIES, INC. By: ___________________________________ Name: Title: PELICAN LANDING COMMUNITIES, INC. By: ___________________________________ Name: Title: PELICAN LANDING PROPERTIES, INC. By: ___________________________________ Name: Title: PELICAN MXXXX PROPERTIES, INC. By: ___________________________________ Name: Title: TARPON COVE REALTY, INC. By: ___________________________________ Name: Title: WCI HOMES, INC. By: ___________________________________ Name: Title: COMMUNITIES FINANCE COMPANY, LLC By: ___________________________________ Name: Title: FLORIDA DESIGN COMMUNITIES, INC. By: ___________________________________ Name: Title: THE BANK OF NEW YORK as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President 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================================================================================ CUSIP No. ISIN No. 9-1/8% [Series A] [Series B] Senior Subordinated Notes due 2012 No. $ --- ------------ WCI COMMUNITIES, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (INC. promises to pay to -------------------------------------------------------------- or registered assigns, the principal sum of ------------------------------------------------------------ Dollars on May 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2012., 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

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 shall in no way modify or restrict any of the terms or provisions hereof. Signatures on following page SIGNATURES Dated as of October 29May __, 2004 SIGNATURES DRESSER-RAND GROUP 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND LLC Attest: AMCRAFT BUILDING PRODUCTS CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSERPresident and CEO Attest: MULE-RAND POWER LLC HIDE PRODUCTS CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Title: Attest: SIGNATURES Dated as of May __, 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND GLOBAL SERVICESAttest: AMCRAFT BUILDING PRODUCTS CO., LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: Exhibit A (Face of Note) 10 5/8% [Series A] [Series B] Senior Subordinated Notes due 2007 No. $________ AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC promises to pay to or registered assigns, the principal sum of Dollars on May 15, 2007, Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: ----------------------------------------- American Builders & Contractors Supply Co., Inc. -76- By: ------------------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Financial Executive Officer CITIBANKThis is one of the Global Notes referred to in the within-mentioned Indenture: Norwest Bank Minnesota, N.A., National Association as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face -77- (Back of Note) 10 5/8% [Series A] 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[Series B] Senior Subordinated Notes due 2007 [Unless and until it is exchanged in whole or in part for Notes in definitive form, 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 COMPANYthis 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 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 Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 XXXXX XXXXXXXxxxx Xxxxxx, XXX XXXXXxx Xxxx, XXX XXXXXxx Xxxx) ("XXXDTC")) to the issuer or its agent for registration of transfer, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERexchange or payment, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]/1/ THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXECUTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" BUYER (AS DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) OR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bb) IT IS NOT IN A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (2c) AGREES THAT IT WILL NOT, PRIOR OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE EXPIRATION REQUIREMENTS OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXTENSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE CONTANY SO REQUESTS), (2) TO THE CONTANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY SUCCESSOR PROVISION)OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THEAND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER ------------------------

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 shall in no way modify or restrict any of the terms or provisions hereof. 65 SIGNATURES Dated as of October 29July 31, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND 2001 ARGOSY GAMING COMPANY By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx ------------------------------------------- Xxxx X. Xxxxxxx Title: Xxxxx Senior Vice President and Chief Financial Officer DRESSER-RAND GLOBAL SERVICESXXXXX GAMING COMPANY ARGOSY OF IOWA, LLC INC. ARGOSY OF LOUISIANA, INC. THE INDIANA GAMING COMPANY INDIANA GAMING HOLDING COMPANY IOWA GAMING COMPANY JAZZ ENTERPRISES, INC. THE MISSOURI GAMING COMPANY By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------ NameXxxxx ------------------------------------------- Xxxx X. Xxxxx Treasurer BELLE OF SIOUX CITY, L.P. By: Xxxxxxx IOWA GAMING COMPANY, its General Partner By: /s/ Xxxx X. Xxxxxxx TitleXxxxx ------------------------------------------- Xxxx X. Xxxxx Treasurer CATFISH QUEEN PARTNERSHIP IN COMMENDAM By: Chief Financial Officer CITIBANKARGOSY OF LOUISIANA, N.A.INC., as Trustee its General Partner By: /s/ Xxxx X. Xxxxx ------------------------------------------ Xxxx X. Xxxxx Treasurer S-1 CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. By: ARGOSY GAMING COMPANY, its Manager By: /s/ Xxxx X. Xxxxx ------------------------------------------ Xxxx X. Xxxxx Treasurer INDIANA GAMING COMPANY, L.P. By: THE INDIANA GAMING COMPANY, its General Partner By: /s/ Xxxx X. Xxxxx ------------------------------------------ Xxxx X. Xxxxx Treasurer INDIANA GAMING II, L.P. By: INDIANA GAMING HOLDING COMPANY, its General Partner By: /s/ Xxxx X. Xxxxx ------------------------------------------ Xxxx X. Xxxxx Treasurer BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President Xxxx ----------------------------------------- -------------- -------------- EXHIBIT A [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS 0 40228 AJ 7 9% Senior Subordinated Notes due 2011 No. ___ $ ARGOSY GAMING COMPANY promises to pay to _____________________________________________________________ or registered assigns, the principal sum of ___________________________________________________________ Dollars on September 1, 2011. Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 Dated: July 31, 2001 ARGOSY GAMING COMPANY By: -------------------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By: -------------------------------- Authorized Signatory -------------------------------------------------------------------------------- A-1 [Back of Note] 9% Senior Subordinated Notes due 2011 [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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXXARGOSY GAMING COMPANY.](1) ("XXX"), 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 & COCapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of October 2915, 2004 SIGNATURES DRESSER-RAND GROUP HERITAGE PROPERTY INVESTMENT TRUST, INC. By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx XXXXXXXXXXX ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND LLC HERITAGE PROPERTY INVESTMENT LIMITED PARTNERSHIP, as Guarantor By: Heritage Property Investment Trust, Inc., its General Partner By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx XXXXXXXXXXX ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: President and Chief Financial Executive Officer DRESSERXXXXXXX OPERATING LIMITED PARTNERSHIP, as Guarantor By: Heritage-RAND POWER LLC Xxxxxx Acquisition, Inc., its General Partner By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx XXXXXXXXXXX ------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: President and Chief Financial Officer DRESSER-RAND COMPANY ByExecutive Officer: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESLASALLE BANK, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKNATIONAL ASSOCIATION, N.A.not in its individual capacity, but solely as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- XXXXXXXX XXXXXX ------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx Title: First Vice President EXHIBIT A FORM OF NOTE [Face of Note] THIS [INSERT THE GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) LEGEND AND/OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFPRIVATE PLACEMENT LEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.06 THE PROVISIONS OF THE INDENTURE] -------------------------------------------------------------------------------- CUSIP/CINS [ ] 4.50 % Notes due 2009 No. __________ $___________ promises to pay to __________________, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREor registered assigns, (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 COMPANYthe principal sum of ________ Dollars on October 15, 2009 Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 Dated: October 15, 2004 HERITAGE PROPERTY INVESTMENT TRUST, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMBy: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: SEAL This is one of the Notes referred to in the within-mentioned Indenture: LASALLE BANK, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CONATIONAL ASSOCIATION as Trustee By: -------------------------------- Authorized Signatory A-1 [Back of Note] 4.50% Notes due 2009 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29December 4, 2004 SIGNATURES DRESSER-RAND GROUP 2000 XXXXXX XXXXXX XXXST COMPANY OF NEW YORK as Trustee By: /s/ John Xxxxxxxx -------------------------------------- John Xxxxxxxx Vice President GRANT PRIDECO, INC. By: /s/ Xxxxxxx John X. Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx -------------------------------------- John X. Xxxxxxx Title: Xxxxx, Xxesident and Chief Financial Executive Officer DRESSER-RAND LLC GP EXPATRIATE SERVICES, INC. By: /s/ Xxxxxxx John X. Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx -------------------------------------- John X. Xxxxxxx Title: Xxxxx, Xxesident and Chief Financial Executive Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESGRANT PRIDECO HOLDING, LLC By: /s/ Xxxxxxx John X. Xxxxxxx ------------------------------------ NameXxxxx -------------------------------------- John X. Xxxxx, Xxesident and Chief Executive Officer GRANT PRIDECO, LP By: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKGrant Prideco Holding, N.A., as Trustee LLC By: /s/ John X. Xxxxx Xxxxxxxxxx ---------------------------------- -------------------------------------- John X. Xxxxx, Xxesident and Chief Executive Officer GRANT PRIDECO USA, LLC By: /s/ Authorized Signatory -------------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President 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 HEREOFSTAR OPERATING COMPANY By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, 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 INDENTUREXxesident and Chief Executive Officer TA INDUSTRIES, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREINC. By: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, (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 COMPANYXxesident and Chief Executive Officer TEXAS ARAI, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMBy: /s/ John X. Xxxxx -------------------------------------- John X. Xxxxx, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEXxesident and Chief Executive Officer

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 shall in no way modify or restrict any of the terms or provisions hereof. 81 82 SIGNATURES Dated as of October 29August 8, 2004 SIGNATURES DRESSER-RAND GROUP 1997 ALLIANCE GAMING CORPORATION By:______________________________________ Name: Scotx Xxxxxxxxxxxx Title: Senior Vice President - Finance, Chief Financial Officer and Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 APT GAMES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :______________________________________ Name: Xxxxxxx X. Xxxxxxx Scotx Xxxxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 UNITED COIN MACHINE CO. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :______________________________________ Name: Xxxxxxx X. Xxxxxxx Scotx Xxxxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Treasurer Attest: ___________________________ (SEAL) By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :______________________________________ Name: Xxxxxxx X. Xxxxxxx Scotx Xxxxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 ALLIANCE HOLDING COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :______________________________________ Name: Xxxxxxx X. Xxxxxxx Scotx Xxxxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESTreasurer Attest: ___________________________ (SEAL) Dated as of August 8, LLC 1997 BALLY GAMING INTERNATIONAL, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ :______________________________________ Name: Xxxxxxx X. Xxxxxxx Scotx Xxxxxxxxxxxx Title: Chief Financial Officer CITIBANKTreasurer Attest: ___________________________ (SEAL) Dated as of August 8, N.A.1997 BALLY GAMING, as Trustee INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- :______________________________________ Name: Xxxxx Xxxxxxxxxx Scotx Xxxxxxxxxxxx Title: Treasurer Attest: ___________________________ (SEAL) By:______________________________________ Name: Scotx Xxxxxxxxxxxx Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 LOUISIANA VENTURES, INC. By:______________________________________ Name: Scotx Xxxxxxxxxxxx Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 UNITED GAMING RAINBOW By:______________________________________ Name: Scotx Xxxxxxxxxxxx Title: Treasurer Attest: ___________________________ (SEAL) Dated as of August 8, 1997 NATIVE AMERICAN INVESTMENT, INC. By:______________________________________ Name: Scotx Xxxxxxxxxxxx Title: Treasurer Attest: ___________________________ (SEAL) By:______________________________________ Name: John Xxxxxxxx Title: Vice President Attest: ___________________________ 86 EXHIBIT A [(Face of Note) No. GR-1 $150,000,000 CUSIP #01850XXX0 ALLIANCE GAMING CORPORATION 10% [SERIES A][SERIES B] 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 HEREOFSENIOR SUBORDINATED NOTES DUE 2007 Alliance Gaming Corporation promises to pay to __________ or registered assigns the principal sum of one _____________________ Dollars on August 1, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2007., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. (Signature Pages Follow) Dated as of October 29December 16, 2004 SIGNATURES DRESSER-RAND GROUP 2003 UNITED AGRI PRODUCTS, INC. By: /s/ Xxxx Xxxxxxx X. ------------------------------------------- Xxxx Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer DRESSERAG-RAND LLC CHEM, INC. XXXXXX CHEMICALS, INC. UAP 23, INC. CROPMATE COMPANY CSK ENTERPRISES, INC. GAC 26, INC. UAP 27, INC. GENMARKS, INC. GROWER SERVICE CORPORATION (NEW YORK) HACO, INC. LOVELAND INDUSTRIES, INC. LOVELAND PRODUCTS, INC. MIDWEST AGRICULTURE WAREHOUSE CO. XXXXXXX CHEMICAL CO. PLATTE CHEMICAL CO. PUEBLO CHEMICAL & SUPPLY CO. RAVAN PRODUCTS, INC. S.E. ENTERPRISES, INC. SNAKE RIVER CHEMICALS, INC. TRANSBAS, INC. TRI-RIVER CHEMICAL COMPANY, INC. TRI-STATE CHEMICALS, INC. TRI-STATE DELTA CHEMICALS, INC. UAP RECEIVABLES CORPORATION UAP 22, INC. UAP/GA AG CHEM, INC. UAPLP, INC. UNITED AGRI PRODUCTS - FLORIDA, INC. UNITED AGRI PRODUCTS FINANCIAL SERVICES, INC. VERDICON, INC. YVC, INC. By: /s/ Xxxx Xxxxxxx X. ------------------------------------------- Xxxx Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.JPMORGAN CHASE BANK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- X. Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxxxxxx X. Xxxxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- CUSIP/CINS ------------

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 77 SIGNATURES Dated as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP 2002 SILVERLEAF RESORTS, INC. ------------ By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Robert E. Mead Title: Chief Financial Officer DRESSER-RAND LLC Xxxxxxxxx Xxxicer By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Harry J. White, Jr. Title: Xxxxx Xxxxxxxxx Xxxicer and Treasurer Dated as of , 2002 AWARDS VERIFICATION CENTER, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Financial Officer DRESSER-RAND POWER LLC Xxxxxxxxx Xxxicer By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Harry J. White, Jr. Title: Xxxx Xxxxxxxxx xxx Treasurer Dated as of , 2002 SILVERLEAF TRAVEL, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Financial Officer DRESSER-RAND COMPANY Xxxxxxxxx Xxxicer By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Harry J. White, Jr. Title: Xxxx Xxxxxxxxx xxx Treasurer Dated as of , 2002 SILVERLEAF RESORT ACQUISITIONS, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC Xxxxxxxxx Xxxicer By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Sandra G. Cearley Title: Vixx Xxxxxxxxx, Xxxretary and Treasurer Dated as of , 2002 BULL'S EYE MARKETING, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Financial Officer CITIBANK, N.A., as Trustee Xxxxxxxxx Xxxicer By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------------ Name: Xxxxx Xxxxxxxxxx Harry J. White, Jr. Title: Vice President Xxxxxxxxx Xxxxx xx of , 2002 SILVERLEAF BERKSHIRES, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Xxxxxxxxx Xxxicer By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ Dated as of , 2002 ESTARCOMMUNICATIONS, INC. ------------ By: ------------------------------------ Name: Robert E. Mead Title: Chief Xxxxxxxxx Xxxicer By: ------------------------------------ Name: Harry J. White, Jr. Title: Xxxxx Xxxxxxxxx Xxxicer 80 Dated as of , 2002 WELLS FARGO BANK MINNESOTA, ------------ NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: 81 EXHIBIT A [(Face of Note) [5-8%] 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 HEREOFSenior Subordinated Notes due 2007 No. 001 $[33,350,000.00] SILVERLEAF RESORTS, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (INC. promises to pay to Cede & Co. CUSIP No. 828395 AB 9 or registered assigns, the principal sum of Thirty-Three Million, Three Hundred Fifty Thousand Dollars on April 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 INDENTURE2007. Interest Payment Dates: April 1, (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 FORMand October 1 Record Dates: March 15, 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 XXXXX XXXXXXand September 15 Dated: , XXX XXXX2002 ----------- By: ------------------------------ Name: Robert E. Mead Title: Xxxxx Xxxxxxxve Officer By: ------------------------------ Name: Harry J. White, XXX XXXX) ("XXX"), 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 THEJr. Txxxx: Xxxxx Xxxxxxxal Officer and Treasurer

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. 105 SIGNATURES Dated as of October 29December 9, 2004 SIGNATURES DRESSER-RAND GROUP INC. 2005 Ventas Realty, Limited Partnership By: Ventas, Inc., its General Partner By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC Executive Vice President, General Counsel and Corporate Secretary Ventas Capital Corporation By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Executive Vice President, General Counsel and Corporate Secretary GUARANTORS: Ventas, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Executive Vice President, General Counsel and Corporate Secretary 106 Ventas LP Realty, L.L.C. By: Ventas, Inc., its Sole Member By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESExecutive Vice President, General Counsel and Corporate Secretary Ventas Healthcare Properties, Inc. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas TRS, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ T. XXXXXXX XXXXX Name: T. Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee Executive Vice President ElderTrust By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Xxxxxxxxxx Title: Secretary ElderTrust Operating Limited Partnership By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Capital Corp. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Berkshire Limited Partnership By: ET Berkshire, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Berkshire, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 108 Cabot ALF, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary Cleveland ALF, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Heritage Xxxxx, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 109 ET Sub-Highgate, L.P. By: ET GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET GENPAR, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Lacey I, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 110 ET Sub-Lehigh Limited Partnership By: ET Lehigh, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Lehigh, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Lopatcong, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Pennsburg Manor Limited Partnership, L.L.P. By: ET Pennsburg Finance, L.L.C., its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 111 ET Pennsburg Finance, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Phillipsburg I, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Pleasant View, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Xxxxxxxxxxx Limited Partnership, L.L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 000 XX Xxx-Xxxxxxxxx Xxxxx Limited Partnership, L.L.P. By: ET GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Sanatoga Limited Partnership By: ET Sanatoga, LLC, its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sanatoga, LLC By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 113 ET Sub-SMOB, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary Xxxxxx XXX, L.L.C. By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Willowbrook Limited Partnership, L.L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Sub-Xxxxx I Limited Partnership, L.L.P. By: ET Xxxxx Finance, L.L.C., its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Xxxxx Finance, L.L.C. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary ET Xxxxx Finance, Inc. By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Chairman, Executive Vice President and Secretary Ventas Management, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 115 Ventas Framingham, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Sun LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Cal Sun LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Ventas Provident, LLC By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT GP, LLC By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT OP, L.P. By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-BLC Properties Holdings, LLC By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 117 Brookdale Living Communities of Arizona-EM, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of California, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 118 Brookdale Living Communities of California-RC, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of California-San Marcos, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 119 Brookdale Living Communities of Illinois- 2960, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Illinois- II, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 120 BLC of California-San Marcos, L.P. By: Brookdale Living Communities of California-San Marcos, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Holdings, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 121 Brookdale Living Communities of Indiana- OL, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Massachusetts-RB, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of Minnesota, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Brookdale Living Communities of New York-GB, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 123 Brookdale Living Communities of Washington-PP, LLC By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary The Ponds of Pembroke Limited Partnership By: Brookdale Holdings, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 124 River Oaks Partners By: Brookdale Holdings, LLC, its General Partner By: PSLT-BLC Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-ALS Properties Holdings, LLC By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-ALS Properties I, LLC By: PSLT-ALS Properties Holdings, LLC, its Sole Member By: PSLT OP, L.P., its Sole Member By: PSLT GP, LLC, its General Partner By: Ventas Provident, LLC, its Sole Member By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, General Counsel and Corporate Secretary 125 ET Sub-Woodbridge, L.P. By: GENPAR, L.L.C., its General Partner By: ElderTrust Operating Limited Partnership, its Sole Member By: ElderTrust, its General Partner By: /s/ T. XXXXXXX XXXXX Name: T. Xxxxxxx Xxxxx Title: Secretary 126 TRUSTEE: U.S. Bank National Association By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THETrust Officer

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 hereof and will shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29SIGNATURES IMPERIAL CREDIT INDUSTRIES, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ H. Xxxxx Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------------------------- Name: Xxxxxxx X. H. Xxxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Chairman Dated as of June 9, 1997 Attest:____________________ IMPERIAL BUSINESS CREDIT, INC. By: /s/ H. Xxxxx Xxxxxxx Name: H. Xxxxx Xxxxxxx Title: Chairman Dated as of June 9, 1997 Attest:____________________ IMPERIAL CREDIT ADVISORS, INC. By: /s/ H. Xxxxx Xxxxxxx ---------------------------------------------------- Name: H. Xxxxx Xxxxxxx Title: Chairman Dated as of June 9, 1997 Attest:____________________ FRANCHISE MORTGAGE ACCEPTANCE CO. LLC By: /s/ H. Xxxxx Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------------------------- Name: Xxxxxxx X. H. Xxxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Chairman Dated as of June 9, 1997 Attest:____________________ AUTO MARKETING NETWORK, INC. By: /s/ H. Xxxxx Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------------------------- Name: Xxxxxxx X. H. Xxxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Chairman Dated as of June 9, 1997 Attest:____________________ IMPERIAL CREDIT CAPITAL TRUST I By: /s/ H. Xxxxx Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------------------------- Name: Xxxxxxx X. H. Xxxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESChairman Dated as of June 9, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.1997 Attest:____________________ CHASE TRUST COMPANY OF CALIFORNIA, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxx X. Xxxxxx ---------------------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxx X. Xxxxxx Title: Assistant Vice President EXHIBIT A [Dated as of: June 9, 1997 Attest:______________________ (Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY Security) Resettable Rate Debentures, Series A No. 1 $72,165,000 CUSIP No. 452729 AE6 IMPERIAL CREDIT INDUSTRIES, INC. promises to pay to Chase Trust Company of California or registered assigns, the principal sum of Seventy-Two Million One Hundred Sixty-Five Thousand Dollars on June 15, 2032, or earlier in certain circumstances as described on the reverse hereof Interest Payment Dates: June 15 (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEJune 14 in 2002) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT and December 15, commencing December 15, 1997, and on each Scheduled Remarketing Settlement Date Record Dates: June 1 and December 1 (whether or not a Business Day) IMPERIAL CREDIT INDUSTRIES, INC. By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: TRUSTEE CERTIFICATE OF THE BENEFICIAL OWNERS HEREOFAUTHENTICATION Dated: June ___, 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 1997 This is one of the Debentures referred to in the within-mentioned Indenture CHASE TRUST COMPANY OF CALIFORNIA, as Trustee By: ---------------------------------- (Authorized Signature) A1-2 (Back of Security) Resettable Rate Debentures, Series A Unless and until it is exchanged, after the Remarketeing Settlement Date, in whole or in part for Debentures in definitive form, this Debenture 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 XXXXX XXXXXXXxxxx Xxxxxx, XXX XXXXXxx Xxxx, XXX XXXXXxx Xxxx) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), AND ACCORDINGLY, THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bb) IT IS NOT IN A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (2c) AGREES THAT IT WILL NOT, PRIOR OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE EXPIRATION REQUIREMENTS OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY SUCCESSOR PROVISION)OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) TO THEABOVE. A1-3 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29December 21, 2004 SIGNATURES DRESSER-RAND GROUP 2001 COTT BEVERAGES INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC COTT CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC COTT HOLDINGS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY COTT USA CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESCOTT VENDING INC. By:_______________________________ Name: Title: INTERIM BCB, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ :_______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKCONCORD HOLDING GP INC. By:_______________________________ Name: Title: CONCORD HOLDING LP INC. By:_______________________________ Name: Title: CONCORD BEVERAGE LP By:_______________________________ Name: Title: HSBC BANK USA, N.A.as Trustee By:_______________________________ Name: Title: EXHIBIT A-1 (Face of Note) [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE INDENTURE] CUSIP/CINS ---------- 8% SENIOR SUBORDINATED NOTES DUE 2011 No. $ --------- ---------- COTT BEVERAGES INC. promises to pay to CEDE & Co., as nominee of The Depository Trust Company, or registered assigns, the principal sum of --------------------------------------- Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: COTT BEVERAGES INC. BY: --------------------------- Name: Title: BY: --------------------------- Name: Title: This is one of the Global Notes referred to in the within-mentioned Indenture: HSBC BANK USA, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face -------------------------- Authorized Officer (Back 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO8% Senior Subordinated Notes due 2011 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 Dated as of October 29August 14, 2004 SIGNATURES DRESSER-RAND GROUP INC2003 CALPINE CONSTRUCTION FINANCE COMPANY, L.P. By: /s/ ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: Vice President CCFC FINANCE CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ZAMIR RAUF ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Zamir Rauf Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESVice President CALPINE HERMISTON, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ZAMIR RAUF ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Zamir Rauf Title: Chief Financial Officer CITIBANKVice President CPN HERMISTON, N.A.LLC By: /s/ ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: Vice President HERMISTON POWER PARTNERSHIP By: /s/ ZAMIR RAUF ------------------------------------------ Name: Zamir Rauf Title: Vice President 84 WILMINGTON TRUST FSB, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- JAMES J. MCGINLEY ------------------------------------------ Name: Xxxxx Xxxxxxxxxx James J. McGinley Title: Vice President V.P. Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date hereof: EXHIBIT A A1 [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________________________________________________________________________________ CUSIP/CINS ____________ Second Priority Senior Secured Floating Rate Notes due 2011 No. ___ $____________ CALPINE CONSTRUCTION FINANCE COMPANY, 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 COMPANYL.P. CCFC FINANCE CORP. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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, promises to pay to [CEDE & CO.] ------------ or registered assigns, HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933the principal sum of ___________________________________________________________ Dollars on August 26, 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 THE2011.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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) SIGNATURES Dated as of October 29February 9, 2004 SIGNATURES DRESSER-RAND GROUP SGL CARBON LUXEMBOURG S.A. By:________________________________________ Name: Title: SGL CARBON AKTIENGESELLSCHAFT By:________________________________________ Name: Title: By:________________________________________ Name: Title: SGL CARBON S.A. By:________________________________________ Name: Title: SGL CARBON LLC By:________________________________________ Name: Title: SGL CARBON GMBH By:________________________________________ Name: Title: By:________________________________________ Name: Title: SGL TECHNIC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :________________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC SGL ACOTEC GMBH By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :________________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :________________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY SGL CARBON GMBH & CO. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :________________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC SGL ACOTEC S.A.S. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ :________________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., SGL CARBON S.P.A. By:________________________________________ Name: Title: THE BANK OF NEW YORK as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- :________________________________________ Name: Xxxxx Xxxxxxxxxx Title: Vice President THE BANK OF NEW YORK as Security Agent By:________________________________________ Name: Title: EXHIBIT A FORM OF GLOBAL NOTE [Face FACE OF NOTE] [Insert 144A Legend or Regulation S Legend, if applicable pursuant to the provisions of Notethe Indenture] [Insert Dutch Legend] THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTENOTE (THE "INDENTURE")) 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, (2I) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, INDENTURE AND (3II) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH SECTION 2.06(I) OF THE INDENTURE TO THE TRUSTEE REGISTRAR 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 COMPANYINDENTURE. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THESGL CARBON LUXEMBOURG S.A.

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29March 16, 2004 SIGNATURES DRESSER-RAND GROUP INC. 2001 Attest: Nexstar Finance, L.L.C. Nexstar Finance, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx By: /s/ Xxxxx Xxxx ---------------------- ---------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND LLC Vice President and Title: President Secretary GUARANTORS: Attest: Entertainment Realty Corporation Nexstar Broadcasting Group, Inc. Nexstar Broadcasting of Abilene, L.L.C. Nexstar Broadcasting of Beaumont/ By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Port Xxxxxx, L.L.C. ---------------------- Nexstar Broadcasting of Champaign, L.L.C. Name: Xxxxxxx X. Xxxxxxx Xxxxx Nexstar Broadcasting of Erie, L.L.C. Title: Chief Financial Officer DRESSERVice President and Nexstar Broadcasting of Joplin, L.L.C. Secretary Nexstar Broadcasting of Louisiana, L.L.C. Nexstar Broadcasting of Midland-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESOdessa, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKL.L.C. Nexstar Broadcasting of the Midwest, N.A.Inc. Nexstar Broadcasting of Northeastern Pennsylvania, as Trustee L.L.C. Nexstar Broadcasting of Peoria, L.L.C. Nexstar Broadcasting of Rochester, L.L.C. Nexstar Broadcasting of Wichita Falls, L.L.C. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxx ---------------------- Name: Xxxxx Xxxxxxxxxx Xxxx Title: President Attest: Bastet Broadcasting, Inc. Mission Broadcasting of Wichita Falls, Inc. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx ---------------------- ---------------------- Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Secretary Title: President 00 Xxxxxx Xxxxxx Xxxxx Xxxxxxx xx Xxx Xxxx By: /s/ Xxxxxxxx Xxxxxxxxxxxx --------------------------- Name: Xxxxxxxx Xxxxxxxxxxxx Title: Assistant Vice President EXHIBIT A A-1 [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-------------------------------------------------------------------------------- CUSIP/CINS ____________ 12% [Series A] [Series B] Senior Subordinated Notes due 2008 No. ___ $___________ NEXSTAR FINANCE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (L.L.C. NEXSTAR FINANCE, INC. promise, jointly and severally, to pay to ______________________________________ or registered assigns, the principal sum of____________________________________________________________ Dollars on April 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2008., 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

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior Subordinated Note Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Subordinated Note Indenture and will shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29August 10, 2004 SIGNATURES DRESSER-RAND GROUP 1998 Amended and Restated as of December 19, 2002 THE COMPANY: BALL CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer SUBSIDIARY GUARANTORS: BALL AEROSPACE AND TECHNOLOGIES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL ASIA SERVICES LIMITED (a successor to Ball Asia Pacific Limited) By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL GLASS CONTAINER CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL HOLDINGS CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL METAL BEVERAGE CONTAINER CORP. By: /s/ David A. Westerlund ---------------------------------------- Name: David A. Westerlund Title: Vice Prexxxxxx BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL PACKAGING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BALL TECHNOLOGY SERVICES CORPORATION By: /s/ Scott C. Morrison ---------------------------------------- Name: Scott C. Morrison Title: Vice Prxxxxxxx xxx Xxxxxurer BG HOLDINGS I, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND LLC Vice Prxxxxxxx xxx Xxxxxurer BG HOLDINGS II, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND POWER LLC Vice Prxxxxxxx xxx Xxxxxurer EFRATOM HOLDING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND COMPANY Vice Prxxxxxxx xxx Xxxxxurer LATAS DE ALUMINIO BALL, INC. (formerly known as Latas de Aluminio Reynolds, Inc.) By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morxxxxx ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSERVice Prxxxxxxx xxx Xxxxxurer BALL PAN-RAND GLOBAL SERVICESEUROPEAN HOLDINGS, LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Scott C. Morrison ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer CITIBANK, N.A.Treasurex THE BANK OF NEW YORK, as Senior Subordinated Note Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Van K. Brown ---------------------------------------- Name: Xxxxx Xxxxxxxxxx Van K. Brown Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY A-1 (AS DEFINED IN THE INDENTURE GOVERNING THIS FACE OF SENIOR SUBORDINATED 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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

Table of Contents, Headings, etc. The Table table of Contentscontents, Crosscross-Reference Table reference table and Headings 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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29November 13, 2004 SIGNATURES DRESSER-RAND GROUP 2003 DOLLAR FINANCIAL GROUP, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DRESSER-RAND LLC DFG HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DRESSER-RAND POWER LLC ANY KIND CHECK CASHING CENTERS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DRESSER-RAND COMPANY CASH UNLIMITED OF ARIZONA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DRESSER-RAND GLOBAL SERVICESCHECK MART OF LOUISIANA, LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer CITIBANKCHECK MART OF NEW MEXICO, N.A.INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer CHECK MART OF PENNSYLVANIA, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer CHECK MART OF TEXAS, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer CHECK MART OF WISCONSIN, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DFG INTERNATIONAL., INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DFG WORLD, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer DOLLAR FINANCIAL INSURANCE CORP. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer FINANCIAL EXCHANGE COMPANY OF OHIO, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer LOAN MART OF OKLAHOMA, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONETARY MANAGEMENT OF CALIFORNIA, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONETARY MANAGEMENT OF MARYLAND, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONETARY MANAGEMENT OF NEW YORK, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONEY MART EXPRESS, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer MONEYMART , INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer PACIFIC RING ENTERPRISES, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer QTV HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx President and Chief Financial Officer Dated as of November 13, 2003 U.S. BANK NATIONAL ASSOCIATION as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: X. Xxxxxxxx Xxxxx Xxxxxxxxxx Title: X. Xxxxxxxx Vice President EXHIBIT A [Face A—Form of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY Regulation S Certificate REGULATION S CERTIFICATE (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEFor transfers pursuant to Section 2.08(a)(i) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFand (iii) and Section 2.08(b) of the Indenture) U.S. Bank National Association, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT as Trustee 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attn: Corporate Trust Services Re: 9.75% Senior Notes due 2011 of Dollar Financial Group, Inc. (1the “Notes”) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTUREReference is made to the Indenture, dated as of November 13, 2003 (2the “Indenture”), among Dollar Financial Group, Inc. (the “Company”), the Guarantors (as defined therein) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREand U.S. Bank National Association, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (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 COMPANYthe “Securities Act”), are used herein as so defined. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMThis certificate relates to U.S. $ principal amount of Notes, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXXwhich are evidenced by the following certificate(s) ("XXX"the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERthey are held through the Depositary or an Agent Member in the name of the Undersigned, EXCHANGE OR PAYMENTas or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COthey are registered in the name of the Undersigned, as or on behalf of the Owner. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC The Owner has requested that the Specified Notes be transferred to a person (AND ANY PAYMENT IS MADE TO CEDE & COthe “Transferee”) who will take delivery in the form of a Regulation S Note. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)In connection with such transfer, ANY TRANSFERthe Owner hereby certifies that, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFunless such transfer is being effected pursuant to an effective registration statement under the Securities Act, CEDE & CO.it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, 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 THEthe Owner hereby further certifies as follows:

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. Dated as of October 29May 7, 2004 SIGNATURES DRESSER-RAND GROUP INC. By2003 CORRECTIONS CORPORATION OF AMERICX Xx: /s/ Xxxxxxx /x/ Xxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND Executivx Xxxxxxx GUARANTORS: CCA OF TENNESSEE, INC. PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC By: CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- John D. Ferguson -------------------------------------------- Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND POWER LLC By: Executivx Xxxxxxx CCA PROPERTIES OF TEXAS, L.P. By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- John D. Ferguson -------------------------------------------- Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND COMPANY By: Executivx Xxxxxxx, XXX Xroperties of America, LLC, as General Partner Transcor America LLC By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Todd J. Mullenger -------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Todd J. Mullenger Title: Vice President 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 HEREOFPresidenx, 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 INDENTUREXxxxxxxxx RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREINC. Xx /x/ Todd J. Mullenger -------------------------------------------- Name: Todd J. Mullenger Title: Vice Presidenx, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 Xxxxxxxxx each as a Guarantor TRUSTEE: 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 THEBANK NATIONAL ASSOCIATION By /s/ Patrick E. Thebado -------------------------------------------- Name: Patrick E. Thebado Title: Vice Presidexx

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 Dated as of October 29May 3, 2004 SIGNATURES DRESSER-RAND GROUP 2002 JOHNSONDIVERSEY, INC. XXXXXXX POLYMER, INC. By: /s/ Xxxxxxx XXXXXXX X. Xxxxxxx ------------------------------------- XXXXXX Name: Xxxxxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer DRESSER-RAND LLC XXXXXX INTERNATIONAL, INC. By: /s/ Xxxxxxx XXXXXXX X. Xxxxxxx ------------------------------------- XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President 91 Dated as of May 3, 2002 AUTO-C, LLC INTEGRATED SANITATION MANAGEMENT, INC. JD REAL ESTATE SUBSIDIARY, LLC XXXXXXX DIVERSEY CAYMAN, INC. XXXXXXX DIVERSEY PUERTO RICO, INC. XXXXXXX DIVERSEY SHAREHOLDINGS, INC. XXXXXXX DIVERSEY SUBSIDIARY #1 LLC XXXXXXX WAX DIVERSEY SHAREHOLDINGS, INC. PROFESSIONAL SHAREHOLDINGS, INC. By: /s/ XXXXXX XXXXXXX Name: XxXxxx Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESPresident PRISM SANITATION MANAGEMENT, LLC By: /s/ XXXXXX XXXXXXX Name: XxXxxx Xxxxxxx Title: Secretary Dated as of May 3, 2002 CHEMICAL METHODS ASSOCIATES, INC. CHEMICAL METHODS LEASCO, INC. U S CHEMICAL CORPORATION WHITEMIRE MICRO-GEN RESEARCH LABORATORIES, INC. By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Secretary Dated as of May 3, 2002 THE BUTCHER COMPANY JWP INVESTMENTS, INC. By: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx ------------------------------------ Title: Vice President and Secretary Dated as of May 3, 2002 BNY MIDWEST TRUST COMPANY By: /s/ XXXXXXX X. XXXXXXXXX Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer CITIBANKAssistant Vice President SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: Auto-C, N.A.LLC Chemical Methods Associates, Inc. Chemical Methods Leasco, Inc. XxXxxx International, Inc. Integrated Sanitation Management, Inc. JD Real Estate Subsidiary, LLC Xxxxxxx Diversey Cayman, Inc. Xxxxxxx Diversey Puerto Rico, Inc. Xxxxxxx Diversey Shareholdings, Inc. Xxxxxxx Diversey Subsidiary #1 LLC Xxxxxxx Polymer, Inc. Xxxxxxx Wax Diversey Shareholdings, Inc. JWP Investments, Inc. Prism Sanitation Management, LLC Professional Shareholdings, Inc. The Butcher Company U S Chemical Corporation Xxxxxxxx Micro-Gen Research Laboratories, Inc. EXHIBIT A1 [Face of Note] CUSIP Common Code ISIN 9.625% [Series A] [Series B] Senior Subordinated Notes due 2012 No. $ JOHNSONDIVERSEY, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on May 15, 2012. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: May 3, 2002 JOHNSONDIVERSEY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: BNY MIDWEST TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A Authorized Signatory A1-1 [Face Back 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 HEREOF9.625% [Series A] [Series B] Senior Subordinated Notes due 2012 [Insert the Global Note Legend, 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 INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29DATED JULY 23, 2004 SIGNATURES DRESSER-RAND GROUP 1997 DELTA FINANCIAL CORPORATION BY: /s/ XXXX XXXXXX ------------------------------- NAME: XXXX XXXXXX TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 DELTA FUNDING CORPORATION BY: /s/ XXXX XXXXXX ------------------------------- NAME: XXXX XXXXXX TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 DF SPECIAL HOLDINGS CORPORATION BY: /s/ XXXX XXXXXX ------------------------------- NAME: XXXX XXXXXX TITLE: CHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 FIDELITY MORTGAGE, INC. ByBY: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- NameXXXX XXXXXX ------------------------------- NAME: Xxxxxxx X. Xxxxxxx TitleXXXX XXXXXX TITLE: Chief Financial Officer DRESSER-RAND LLC ByCHIEF EXECUTIVE OFFICER DATED JULY 23, 1997 FIDELITY MORTGAGE (FLORIDA), INC. BY: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- NameXXXX XXXXXX ------------------------------- NAME: Xxxxxxx X. Xxxxxxx TitleXXXX XXXXXX TITLE: Chief Financial Officer DRESSER-RAND POWER LLC ByCHIEF EXECUTIVE OFFICER DATED JULY 23, 0000 XXX XXXX XX XXX XXXX BY: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- NameXXXX XXXXXXXX ------------------------------- NAME: Xxxxxxx X. Xxxxxxx TitleXXXX XXXXXXXX TITLE: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President Authorized Signatory 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP/CINS ____________

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings 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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 2991 SIGNATURES: ELDORADO CASINO SHREVEPORT JOINT VENTURE By: Eldorado Shreveport I, 2004 SIGNATURES DRESSER-RAND GROUP Inc., its managing general partner By: Name: Title: SHREVEPORT CAPITAL CORPORATION By: Name: Title: ELDORADO SHREVEPORT #1, LLC By: Name: Title: ELDORADO SHREVEPORT #2, LLC By: Name: Title: HCS I, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC HCS II, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx :Xxxxxxx X. Xxxxxxx Title: Vice President 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 HEREOFCUSIP/CINS 10% First Mortgage Notes due 2012 No. $ ELDORADO CASINO SHREVEPORT JOINT VENTURE and SHREVEPORT CAPITAL CORPORATION promise to pay to ________________________________________________________________________________________ or registered assigns, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the principal sum of ______________________________________________________________________________ Dollars on _______, 2012. Interest Payment Dates: [ ] and [ ] Record Dates: [ ] and [ ] Dated: _______________, ____ ELDORADO CASINO SHREVEPORT JOINT VENTURE By: Eldorado Shreveport #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 INDENTURELLC, (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 FORMits managing general partner By: Name: Title: SHREVEPORT CAPITAL CORPORATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEas Trustee By: Authorized Signatory [Back of Note]

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. 121 SIGNATURES Dated as of October 29December 28, 2004 SIGNATURES DRESSER-RAND GROUP 2005 LPL HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxx Title: Secretary XXXXX FARGO BANK, NA., as Trustee By: Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESGLENOAK, LLC By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxxxx ------------------------------------ Xxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer CITIBANKSecretary INDEPENDENT ADVISERS GROUP CORPORATION By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Secretary LINSCO/PRIVATE LEDGER INSURANCE ASSOCIATES, N.A.INC. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Vice President 122 SIGNATURES Dated as of December 28, 2005 LPL HOLDINGS, INC. By: Name: Title: XXXXX FARGO BANK, NA., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxxx Xxxx X. Xxxxxxx Title: Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: Name: Title: GLENOAK, LLC By: Name: Title: INDEPENDENT ADVISERS GROUP CORPORATION By: Name: Title: 123 SIGNATURES Dated as of December 28, 2005 LPL HOLDINGS, INC. By: Name: Title: XXXXX FARGO BANK, NA., as Trustee By: Name: Xxxx X. Xxxxxxx Title: Vice President GUARANTORS: BD INVESTMENT HOLDINGS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President GLENOAK, LLC By: Name: Title: INDEPENDENT ADVISERS GROUP CORPORATION By: Name: Title: LINSCO/PRIVATE LEDGER INSURANCE ASSOCIATES, INC. By: Name: Title: 124 EXHIBIT A AI [Face of Note] 10.75% Senior Subordinated Notes due 2015 CUSIP No. 50212Y AA 2 $550,000,000 ISIN NO. US50212YAA29 LPL HOLDINGS, INC. promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED AND FIFTY MILLION DOLLARS on December 15, 2015. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: ________ __, 200_ LPL HOLDINGS, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A. as Trustee By: Authorized Signatory Dated: _________ __, 200_ [Back of Note) 10.75% Senior Subordinated Notes due 2015 THE NOTE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 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 COMPANYISSUER. 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 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"“DTC”), TO THE COMPANY ISSUER 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 THECapitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29[Signatures on following page] SIGNATURES VENTURE HOLDINGS TRUST By: /s/ Jamex X. Xxxxxx, 2004 SIGNATURES DRESSER-RAND GROUP Xx. -------------------------------------- Name: Jamex X. Xxxxxx, Xx. Title: Chief Financial Officer VEMCO, INC. By: /s/ Xxxxxxx Jamex X. Xxxxxxx ------------------------------------- Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Jamex X. Xxxxxxx Xxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC VENTURE INDUSTRIES CORPORATION By: /s/ Xxxxxxx Jamex X. Xxxxxxx ------------------------------------- Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Jamex X. Xxxxxxx Xxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND POWER LLC VENTURE HOLDINGS CORPORATION By: /s/ Xxxxxxx Jamex X. Xxxxxxx ------------------------------------- Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Jamex X. Xxxxxxx Xxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND VENTURE LEASING COMPANY By: /s/ Xxxxxxx Jamex X. Xxxxxxx ------------------------------------- Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Jamex X. Xxxxxxx Xxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC VENTURE MOLD & ENGINEERING CORPORATION By: /s/ Xxxxxxx Jamex X. Xxxxxxx ------------------------------------ Xxxxxx, Xx. -------------------------------------- Name: Xxxxxxx Jamex X. Xxxxxxx Xxxxxx, Xx. Title: Chief Financial Officer CITIBANK, N.A., as Trustee VENTURE SERVICE COMPANY By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Jamex X. Xxxxxx, Xx. -------------------------------------- Name: Xxxxx Xxxxxxxxxx Jamex X. Xxxxxx, Xx. Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY Chief Financial Officer EXPERIENCE MANAGEMENT LLC By: /s/ Jamex X. Xxxxxx, Xx. -------------------------------------- Name: Jamex X. Xxxxxx, Xx. Title: Chief Financial Officer VENTURE EU CORPORATION By: /s/ Jamex X. Xxxxxx, Xx. -------------------------------------- Name: Jamex X. Xxxxxx, Xx. Title: Chief Financial Officer VENTURE EUROPE, INC. By: /s/ Jamex X. Xxxxxx, Xx. -------------------------------------- Name: Jamex X. Xxxxxx, Xx. Title: Chief Financial Officer VENTURE HOLDINGS COMPANY LLC By: /s/ Jamex X. Xxxxxx, Xx. -------------------------------------- Name: Jamex X. Xxxxxx, Xx. Title: Chief Financial Officer 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEHUNTINGTON NATIONAL BANK By: /s/ Ruth X. Xxxxxx -------------------------------------- Name: Ruth X. Xxxxxx ----------------------------------- Title: Authorized Signer -----------------------------------

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29February 11, 2004 SIGNATURES DRESSER-RAND GROUP 1998 SFX ENTERTAINMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC General Counsel, Executive Vice President and Secretary ATLANTA CONCERTS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Executive Vice President and Secretary ARDEE FESTIVALS N.J., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND Executive Vice President and Secretary ARDEE PRODUCTIONS, LTD. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BEACH CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary BGP ACQUISITION, LLC BY: SFX ENTERTAINMENT, INC., its managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President and Secretary BROADWAY CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT AMPHITHEATER DEVELOPMENT CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT CONCERTS, INCORPORATED By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONNECTICUT PERFORMING ARTS PARTNERS BY: NOC, INC., its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONN TICKETING COMPANY BY: NORTHEAST TICKETING COMPANY, its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary CONTEMPORARY GROUP ACQUISITION CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DEER CREEK AMPHITHEATER CONCERTS, LP BY: DEER CREEK AMPHITHEATER CONCERTS, INC., its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DELSENER/XXXXXX ENTERPRISES, LTD. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary DUMB DEAL, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary EXIT 116 REVISITED, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary FPI CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IN HOUSE TICKETS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary IRVING PLAZA CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Agent MURAT CENTER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary MURAT CENTER CONCERTS, LP BY: MURAT CENTER CONCERTS, INC., its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary Indenture signature page -4 NOC, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary NORTHEAST TICKETING COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESExecutive Vice President and Secretary POLARIS AMPHITHEATER CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary QN CORP. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX BROADCASTING OF THE MIDWEST, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX CONCERTS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SFX NETWORK GROUP, LLC BY: SFX ENTERTAINMENT, INC., its managing member By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ --------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer CITIBANKGeneral Counsel, N.A., as Trustee Executive Vice President and Secretary SOUTHEAST TICKETING COMPANY By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- --------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxxxxx Title: Executive Vice President and Secretary SUNSHINE CONCERTS, LLC BY: SFX BROADCASTING OF THE MIDWEST, INC., its managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNSHINE DESIGNS, LP BY: SUNSHINE DESIGNS, INC., its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, INC. By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary SUNTEX ACQUISITION, LP BY: SUNTEX ACQUISITION, INC., its general partner By: --------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Secretary WESTBURY MUSIC FAIR, LLC BY: SFX ENTERTAINMENT, INC., its managing member By: --------------------------- Name: Xxxxxx X. Xxxxx Title: General Counsel, Executive Vice President and Secretary THE CHASE MANHATTAN BANK BY: --------------------------- Name: Title: EXHIBIT A [A1 (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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THECOMPANY.]1

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29June 8, 2004 SIGNATURES DRESSER-RAND GROUP 1999 ARGOSY GAMING COMPANY By: /s/ Xxxx X. Xxxxx ---------------------------------------- Xxxx X. Xxxxx Vice President and Chief Financial Officer XXXXX GAMING COMPANY By: /s/ Xxxx X. Xxxxx ---------------------------------------- Xxxx X. Xxxxx Treasurer ARGOSY OF LOUISIANA, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- NameXxxxx ---------------------------------------- Xxxx X. Xxxxx Treasurer CATFISH QUEEN PARTNERSHIP IN COMMENDAM By: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC ARGOSY OF LOUISIANA, INC. its General Partner By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx ---------------------------------------- Xxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Xxxxx Treasurer THE INDIANA GAMING COMPANY By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx ---------------------------------------- Xxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC Xxxxx Treasurer IOWA GAMING COMPANY By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------ NameXxxxx ---------------------------------------- Xxxx X. Xxxxx Treasurer JAZZ ENTERPRISES, INC. By: Xxxxxxx /s/ Xxxx X. Xxxxxxx TitleXxxxx ---------------------------------------- Xxxx X. Xxxxx Treasurer THE MISSOURI GAMING COMPANY By: Chief Financial Officer CITIBANK/s/ Xxxx X. Xxxxx ---------------------------------------- Xxxx X. Xxxxx Treasurer BANK ONE TRUST COMPANY, N.A., as Trustee NA By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxxxxx ---------------------------------------- Xxxxx Xxxxxxxxxx Title: Xxxxxxxx Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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------------------------------------------------------------------------------- CUSIP/CINS ------------

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 shall in no way modify or restrict any of the terms or provisions hereof. 196 Dated as of October 29______, 2004 SIGNATURES DRESSER-RAND GROUP _____ SIGNATURES: THE COMPANY: TRANSTECHNOLOGY CORPORATION By: /s/ Josexx X. Xxxxxxx ----------------------------------- Name:Josexx X. Xxxxxxx Title: Vice President THE GUARANTORS: TRANSTECHNOLOGY ACQUISITION CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary PALNUT FASTENERS, INC. By: /s/ Xxxxxxx Geraxx X. Xxxxxxx ------------------------------------- Xxxxxx ----------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Vice President & Secretary INDUSTRIAL RETAINING RING COMPANY By: /s/ Xxxxxxx Geraxx X. Xxxxxxx ------------------------------------- Xxxxxx ----------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL Vice President & Secretary RETAINERS, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 197 RANCHO TRANSTECHNOLOGY CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TRANSTECHNOLOGY SYSTEMS & SERVICES, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary ELECTRONIC CONNECTIONS AND ASSEMBLIES, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary SSP INDUSTRIES By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary SSP INTERNATIONAL SALES, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 198 TRANSTECHNOLOGY SEEGXX, XXC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary SEEGXX XXX. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TCR CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary NORCO, INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary AEROSPACE RIVET MANUFACTURERS CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary ELLIXXX XXXG & WASHER INC. By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 199 TRANSTECHNOLOGY ENGINEERED COMPONENTS, LLC By: /s/ Xxxxxxx Geraxx X. Xxxxxxx ------------------------------------ Xxxxxx ----------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee Vice President & Secretary TRANSTECHNOLOGY CANADA CORPORATION By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary TRANSTECHNOLOGY INTERNATIONAL CORPORATION By: /s/ Geraxx X. Xxxxxx ----------------------------------- Name: Geraxx X. Xxxxxx Title: Vice President & Secretary 200 XXXXX XXXXXX XXXX XXX TRUST COMPANY, AS TRUSTEE By: /s/ Jill Xxxxx Xxxxxxxxxx ----------------------------------- Name: JILL XXXXX Title: Vice President EXHIBIT A [A-1 (Face of Note) ============================================================================= CUSIP: [Series A] 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[Series B] Senior Subordinated Notes due 2009 No.: $_____________ TransTechnology Corporation promises to pay to____________________________________________________________ or registered assigns, 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 INDENTUREthe principal sum of__________________________________________________________ Dollars on __________, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE2009. Interest Payment Dates: August 31, (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 FORMNovember 30, 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 XXXXX XXXXXXFebruary 28 and May 31 Record Dates: August 15, XXX XXXXNovember 15, XXX XXXX) ("XXX")February 14 and May 15 DATED: ____________, 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 THE200_ TRANSTECHNOLOGY CORPORATION BY:____________________________ Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 shall in no way modify or restrict any of the terms or provisions hereof. Signatures on following page SIGNATURES Dated as of October 29May __, 2004 SIGNATURES DRESSER-RAND GROUP 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND LLC Attest: AMCRAFT BUILDING PRODUCTS CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSERPresident and CEO Attest: MULE-RAND POWER LLC HIDE PRODUCTS CO., INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Title: Attest: SIGNATURES Dated as of May __, 1997 AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and Chief Financial Executive Officer DRESSER-RAND GLOBAL SERVICESAttest: AMCRAFT BUILDING PRODUCTS CO., LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Title: President and CEO Attest: MULE-HIDE PRODUCTS CO., INC. By: ---------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO Attest: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: Attest: Exhibit A (Face of Note) 10% [Series A] [Series B] Senior Subordinated Notes due 2007 No. $________ AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC promises to pay to or registered assigns, the principal sum of Dollars on May 15, 2007, Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: ----------------------------------------- American Builders & Contractors Supply Co., Inc. -76- By: ------------------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Financial Executive Officer CITIBANKThis is one of the Global Notes referred to in the within-mentioned Indenture: Norwest Bank Minnesota, N.A., National Association as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face -77- (Back of Note) 10% [Series A] 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[Series B] Senior Subordinated Notes due 2007 [Unless and until it is exchanged in whole or in part for Notes in definitive form, 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 COMPANYthis 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 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 Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 XXXXX XXXXXXXxxxx Xxxxxx, XXX XXXXXxx Xxxx, XXX XXXXXxx Xxxx) ("XXXDTC")) to the issuer or its agent for registration of transfer, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERexchange or payment, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]/1/ THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXECUTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" BUYER (AS DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) OR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bb) IT IS NOT IN A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (2c) AGREES THAT IT WILL NOT, PRIOR OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE EXPIRATION REQUIREMENTS OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXTENSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE CONTANY SO REQUESTS), (2) TO THE CONTANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY SUCCESSOR PROVISION)OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THEAND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER ------------------------

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] SIGNATURES Dated as of October 29April 8, 2004 SIGNATURES DRESSER-RAND GROUP INC. HERCULES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Treasurer Aqualon Company Athens HoldingS, Inc. Xxxxxxxxx Holdings, Inc. East Bay Realty Services, Inc. FiberVisions Incorporated FiberVisions, L.L.C. FiberVisions, L.P. FiberVisions Products, Inc. Hercules Country Club, Inc. Hercules Credit, Inc. Hercules Euro Holdings, LLC Hercules Finance Co. Hercules Flavor, Inc. Hercules Hydrocarbon Holdings, Inc. Hercules International Limited, LLC Hercules Paper Holdings, Inc. Hercules Shared Services Corporation WSP, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Treasurer XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Assistant Vice President [Face of Note] CUSIP/CINS ____________ 6 3/4% Senior Subordinated Notes due 2029 No. ___ $____________ HERCULES INCORPORATED promises to pay to [ ] or registered assigns, the principal sum of __________________________________________________________ DOLLARS on _____________, 20___. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, 200_ HERCULES INCORPORATED By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERThis is one of the Notes referred to in the within-RAND POWER LLC Bymentioned Indenture: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKXXXXX FARGO BANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A Authorized Signatory [Face Back 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 HEREOF6 3/4% Senior Subordinated Notes due 2029 [Insert the Global Note Legend, 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 INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29August 27, 2004 SIGNATURES DRESSER-RAND GROUP 1997 DYERSBURG CORPORATION By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer DYERSBURG FABRICS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: Xxxxxxx X. Xxxxxxx W. S. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer DRESSER-RAND LLC Officer, Secretary and Treasurer DYERSBURG FABRICS LIMITED PARTNERSHIP, I By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: Xxxxxxx X. Xxxxxxx W. S. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer DRESSER-RAND POWER LLC Officer, Secretary and Treasurer of General Partner DFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx Paul X. Xxxxxxx ------------------------------------ Name: Xxxxxxx Paul X. Xxxxxxx Title: Chief Financial Officer CITIBANKVice President and Treasurer IQUE, N.A., as Trustee INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: Xxxxx Xxxxxxxxxx W. S. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer IQUEIC, INC. By: /s/ Paul X. Xxxxxxx ------------------------------------ Name: Paul X. Xxxxxxx Title: Vice President and Treasurer IQUE LIMITED PARTNERSHIP, I By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer of General Partner UNITED KNITTING INC. By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Vice President, Secretary and Treasurer UKIC, INC. By: /s/ Paul X. Xxxxxxx ------------------------------------ Name: Paul X. Xxxxxxx Title: Vice President and Treasurer UNITED KNITTING LIMITED PARTNERSHIP, I By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Vice President, Secretary and Treasurer of General Partner ALAMAC KNIT FABRICS INC. By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Vice President and Secretary ALAMAC ENTERPRISES INC. By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Vice President and Secretary AIH INC. By: /s/ W. S. Xxxxxxxxxx, Xx. ------------------------------------ Name: W. S. Xxxxxxxxxx, Xx. Title: Vice President and Secretary Dated as of August 27, 1997 XXXXX XXXXXX XXXK AND TRUST COMPANY By: /s/ Michxxx X. Xxxxxxx -------------------------- Name: Michxxx X. Xxxxxxx Title: Vice President EXHIBIT A [(Face of Note] ) -------------------------------------------------------------------------------- CUSIP/CINS ____________ 9:% Series A Senior Subordinated Notes due 2007 No. ___ $__________ DYERSBURG CORPORATION promises to pay to _________________________________________________ or registered assigns, the principal sum of ________________________________________________ Dollars on September 1, 2007. Interest Payment Dates: March 1, and September 1 Record Dates: February 15, and August 15 Dated: August 27, 1997 DYERSBURG CORPORATION By:______________________________ Name: T. Eugexx XxXxxxx Title: Chief Executive Officer By:______________________________ Name: Willxxx X. Xxxxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer (SEAL) This is one of the Global Notes referred to in the within-mentioned Indenture: STATE STREET BANK AND TRUST COMPANY, as Trustee By:__________________________________ -------------------------------------------------------------------------------- (Back of Note) 9 3/4% Series A Senior Subordinated Notes due 2007 "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, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 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 OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB 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) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, 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. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE 91 MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS." "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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THECapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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 Dated as of October 29March 7, 2004 SIGNATURES DRESSER-RAND GROUP 2011 COMPANY ISLE OF CAPRI CASINOS, INC. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxx ------------------------------------- XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxx XxXxxxxx Title: President and Chief Financial Operating Officer DRESSER[Signatures continue on following page] GUARANTORS: BLACK HAWK HOLDINGS, L.L.C. CASINO AMERICA OF COLORADO, INC. CCSC/BLACKHAWK, INC. GRAND PALAIS RIVERBOAT, INC. IC HOLDINGS COLORADO, INC. IOC-RAND BLACK HAWK DISTRIBUTION COMPANY, LLC IOC-BOONVILLE, INC. IOC-CAPE GIRARDEAU LLC IOC-CARUTHERSVILLE, L.L.C. IOC XXXXXXXXX, INC. IOC-KANSAS CITY, INC. IOC-XXXX, INC. IOC-NATCHEZ, INC. IOC BLACK HAWK COUNTY, INC. IOC HOLDINGS, L.L.C. IOC SERVICES, L.L.C. IOC-VICKSBURG, INC. IOC-VICKSBURG, L.L.C. ISLE OF CAPRI XXXXXXXXXX XXXXXX CORPORATION ISLE OF CAPRI XXXXXXXXXX, X.X. ISLE OF CAPRI BLACK HAWK CAPITAL CORP. ISLE OF CAPRI BLACK HAWK, L.L.C. ISLE OF CAPRI MARQUETTE, INC. PPI, INC. RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P. RIVERBOAT CORPORATION OF MISSISSIPPI RIVERBOAT SERVICES, INC. ST. XXXXXXX GAMING COMPANY, INC. [Signature page for the Guarantors follows] By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxx ------------------------------------- XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxx XxXxxxxx Title: President and Chief Financial Operating Officer DRESSER-RAND POWER LLC of each of the foregoing entities TRUSTEE U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx Cauna X. Xxxxxxx ------------------------------------- Xxxxx Name: Xxxxxxx Cauna X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THECUSIP/ISIN

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. 80 SIGNATURES Dated as of October 29April 18, 2004 SIGNATURES DRESSER-RAND GROUP 2002 BLOCK COMMUNICATIONS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERACCESS TOLEDO, LTD. -------------------------------------------- Name: Title: BUCKEYE CABLEVISION, INC. -------------------------------------------- Name: Title: BUCKEYE TELESYSTEM, INC. -------------------------------------------- Name: Title: CARS HOLDING, INC. -------------------------------------------- Name: Title: COMMUNITY COMMUNICATION SERVICES, INC. -------------------------------------------- Name: Title: CORPORATE PROTECTION SERVICES, INC. -------------------------------------------- Name: Title: ERIE COUNTY CABLEVISION, INC. -------------------------------------------- Name: Title: IDAHO INDEPENDENT TELEVISION, INC. -------------------------------------------- Name: Title: INDEPENDENCE TELEVISION COMPANY -------------------------------------------- Name: Title: LIMA COMMUNICATION CORPORATION -------------------------------------------- Name: Title: METRO FIBER & CABLE CONSTRUCTION COMPANY -------------------------------------------- Name: Title: MONROE CABLEVISION, INC. -------------------------------------------- Name: Title: PG PUBLISHING COMPANY -------------------------------------------- Name: Title: TOLEDO AREA TELECOMMUNICATIONS SERVICES,INC. -------------------------------------------- Name: Title: WLFI-RAND LLC TV-INC. -------------------------------------------- Name: Title: XXXXX FARGO BANK MINNESOTA, NATIONAL NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERSCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date of this Indenture: Access Toledo, Ltd., an Ohio limited liability corporation Buckeye Cablevision, Inc., an Ohio corporation Buckeye TeleSystem, Inc., an Ohio corporation CARS Holding, Inc., an Ohio corporation Community Communication Services, Inc., an Ohio corporation Corporate Protection Services, Inc., an Ohio corporation Erie County Cablevision, Inc., an Ohio corporation Idaho Independent Television, Inc., an Idaho corporation Independence Television Company, a Pennsylvania corporation Lima Communications Corporation, an Ohio corporation Metro Fiber & Cable Construction Company, an Ohio corporation Monroe Cablevision, Inc., a Michigan corporation PG Publishing Company, a Pennsylvania corporation Toledo Area Telecommunications Services, Inc., an Ohio corporation WLFI-RAND POWER LLC TV, Inc., an Indiana corporation EXHIBIT A1 [Face of Note] CUSIP/CINS ____________ _____% [Series A] [Series B] Senior Subordinated Notes due 2009 No. ___ $____________ BLOCK COMMUNICATIONS, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ Dollars on _____________, 20___. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, 2002 BLOCK COMMUNICATIONS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ______________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ______________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERThis is one of the Notes referred to in the within-RAND GLOBAL SERVICESmentioned Indenture: XXXXX FARGO BANK MINNESOTA, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A ______________________________________ Authorized Signatory A1-1 [Face Back 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___% [Series A] [Series B] Senior Subordinated Notes due 2009 [Insert the Global Note Legend, 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 INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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] 109 SIGNATURES Dated as of October 29June 17, 2004 SIGNATURES DRESSER-RAND GROUP 2002 H&E EQUIPMENT SERVICES L.L.C. By: /s/ Xxxxxxx Xxxxx -------------------------------------- Name: Xxxxxxx Xxxxx Title: Senior Vice President, Finance and Secretary H&E FINANCE CORP. By: /s/ Xxxxxxx Xxxxx -------------------------------------- Name: Xxxxxxx Xxxxx Title: Senior Vice President, Finance and Secretary GNE INVESTMENTS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC Secretary GREAT NORTHERN EQUIPMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Secretary THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx Xxxxxxxxxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Authorized Signatory 110 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: GNE Investments, Inc. Great Northern Equipment, Inc. I-1 EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 11 1/8% Senior Secured Notes due 2012 No. ___ $____________ H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. promises to pay to CEDE & CO. or registered assigns, the principal sum of____________________________________________________________ Dollars on June 15, 2012. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- By: -------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Name: Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC Title: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ By: -------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Name: Title: Chief Financial Officer CITIBANK, N.A.Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name------------------------------- Authorized Signatory Dated: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A _____________, 2002 -------------------------------------------------------------------------------- A1-1 [Face Back of Note] THIS 11 1/8% Senior Secured Notes due 2012 [INSERT THE 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 HEREOFLEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.06 THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART IF APPLICABLE PURSUANT TO SECTION 2.06(a) THE PROVISIONS 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Indenture signature pages follow] [Indenture signature pages] Dated as of October 29June __, 2004 SIGNATURES DRESSER-RAND GROUP 2001 DURA OPERATING CORP. By: /s/ Davix X. Xxxxx ---------------------------------- Name: Davix X. Xxxxx Title: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS, INC. By: /s/ Xxxxxxx Davix X. Xxxxxxx ------------------------------------- Xxxxx ---------------------------------- Name: Xxxxxxx Davix X. Xxxxxxx Xxxxx Title: Vice President, Chief Financial Officer DRESSER-RAND LLC and Assistant Secretary UNIVERSAL TOOL & STAMPING COMPANY INC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. ADWEST ELECTRONICS, INC. DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. ATWOXX XXXOMOTIVE INC. MARK X XOLDED PLASTICS OF TENNESSEE, INC. ATWOXX XXXILE PRODUCTS, INC. By: /s/ Xxxxxxx Davix X. Xxxxxxx ------------------------------------- Xxxxx ---------------------------------- Name: Xxxxxxx Davix X. Xxxxxxx Xxxxx Title: President, Chief Financial Officer DRESSER-RAND POWER LLC and Treasurer U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Xxxxxxx Richxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx Xxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Richxxx X. Xxxxxxxx Title: Vice President 95 EXHIBIT A [(Face of Note) ================================================================================ CUSIP _____________ ISIN _____________ [Series C][Series D] 9% Senior Subordinated Notes due 2009 No. ___ $____________ DURA OPERATING CORP. promises to pay to CEDE & CO., or registered assigns, the principal sum indicated on the schedule of Increases or Decreases in Global Note attached hereto on May 1, 2009. Interest Payment Dates: May 1 and November 1, commencing November 1, 2001. Record Dates: April 15 and October 15. Dated: June 22, 2001 DURA OPERATING CORP. By: _______________________________ Name: Title: By: _______________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST NATIONAL ASSOCIATION By: _______________________________ Authorized Signatory Dated: June 22, 2001 ================================================================================ [Series C][Series D] 9% Senior Subordinated Notes due 2009 THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (D) SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF THEY SO REQUEST) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (II) TO THE COMPANY OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a2.06(A) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE INDENTURE, AND (4IV) 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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

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 shall in no way modify or restrict any of the terms or provisions hereof. 100 SIGNATURES Dated as of October 29December 10, 2004 SIGNATURES DRESSER-RAND GROUP 1998 AVALON CABLE OF MICHIGAN, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Xxxxx ------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESPresident, CEO and Secretary AVALON CABLE OF NEW ENGLAND, LLC By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------ Xxxxx -------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer CITIBANKPresident, N.A.CEO and Secretary AVALON CABLE FINANCE, as Trustee INC. By: /s/ Xxxx X. Xxxxx Xxxxxxxxxx ---------------------------------- -------------------------------- Name: Xxxx X. Xxxxx Xxxxxxxxxx Title: President, CEO and Secretary THE BANK OF NEW YORK By: /s/ Xxxx Xx Xxxxxx -------------------------------- Name: Xxxx Xx Xxxxxx Title: Assistant Vice President EXHIBIT A [(Face of Note) [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP/CINS_________ No.______ $_________ AVALON CABLE OF THE BENEFICIAL OWNERS HEREOFMICHIGAN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (INC. AVALON CABLE OF NEW ENGLAND LLC AVALON CABLE FINANCE, INC. promises to pay to __________________________________________________________ or registered assigns, the principal sum of________________________________________________ Dollars on December 1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 , 2008. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 AVALON CABLE OF THE INDENTUREMICHIGAN, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) INC. By:____________________________ Name: Title: By:_____________________________ Name: Title: AVALON CABLE 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THENEW ENGLAND LLC By:____________________________ Name: Title:

Table of Contents, Headings, etc. 84 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 pages] SIGNATURES Dated as of October 29May 8, 2004 SIGNATURES DRESSER-RAND GROUP 2003 JARDEN CORPORATION By: ------------------------------------------ Name: Title: ALLTRISTA NEWCO CORPORATION By: ------------------------------------------ Name: Title: QUOIN CORPORATION By: ------------------------------------------ Name: Title: HEARTHMARK, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC ALLTRISTA PLASTICS CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC ALLTRISTA ZINC PRODUCTS, L.P. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Alltrista Newco Corporation, its General Partner By: ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY TILIA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESTILIA DIRECT, LLC Inc. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKTILIA INTERNATIONAL, N.A., as Trustee Inc. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------------------ Name: Xxxxx Xxxxxxxxxx Title: Vice President XXX XXXX XX XXX XXXX By: ------------------------------------------ Name: Title: SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: Alltrista Newco Corporation Quoin Corporation Hearthmark, Inc.* Alltrista Plastics Corporation** Alltrista Zinc Products, L.P.*** Tilia, Inc. Tilia Direct, Inc. Tilia International, Inc. * (DBA) Alltrista Consumer Products Company ** (DBA) Alltrista Unimark Plastics Company and Alltrista Industrial Plastics Company *** (DBA) Alltrista Zinc Products Company 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-------------------------------------------------------------------------------- CUSIP/CINS ____________ 9 3/4% Senior Subordinated Notes due 2012 No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ___ $____________ JARDEN CORPORATION promises to pay to CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE or registered assigns, the principal sum of _________________________ Dollars on _____________, 2012. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: _____, 20__ JARDEN CORPORATION By: ---------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)NEW YORK, ANY TRANSFERas Trustee By: -------------------------------- Authorized Signatory -------------------------------------------------------------------------------- [Back of Note] 9 3/4% Senior Subordinated Notes due 2012 [Insert the Global Note Legend, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, CEDE & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 89 98 SIGNATURES Dated as of October 29March 30, 2004 SIGNATURES DRESSER-RAND GROUP 1998 Very truly yours, APCOA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC President TOWER PARKING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND POWER LLC President GRAELIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND COMPANY Vice President 99 APCOA CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC President By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer CITIBANKPresident METROPOLITAN PARKING SYSTEM, N.A.INC. By: /s/ W. Sxxxxxx Xx. -------------------------------------- Name: G. Waltxx Xxxxxxx, Xx. Title: Vice President EVENTS PARKING, INC. By: /s/ W. Sxxxxxx Xx. -------------------------------------- Name: G. Waltxx Xxxxxxx, Xx. Title: Vice President 2 100 STANDARD PARKING, L.P. By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION, IL By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION, MW By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD AUTO PARK By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD/WABASH PARKING CORPORATION By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING OF CANADA, L.P. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING CORPORATION, GENERAL PARTNER OF STANDARD PARKING OF CANADA, L.P. STANDARD PARKING I, L.L.C. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING, MANAGING MEMBER OF STANDARD PARKING I, L.L.C. 4 102 STANDARD PARKING II, L.L.C. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING, MANAGING MEMBER OF STANDARD PARKING II, L.L.C. STATE STREET BANK AND TRUST COMPANY as Trustee By: -------------------------------- Name: MICHXXX X. XXXXXXX Title: VICE PRESIDENT EXHIBIT A (Face of Senior Subordinated Note) 9 1/4% Senior Subordinated Notes due 2008 No.____ $____________________ CUSIP NO.00185 WAA4 APCOA, Inc. promises to pay to ___________________ or registered assigns, the principal sum of___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and March 15 APCOA, INC. By: ____________________________ Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ____________ STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A __________________________ (Back of Senior Subordinated Note) 9 1/4% Senior Subordinated Notes due 2008 [Face Unless and until it is exchanged in whole or in part for Senior Subordinated Notes in definitive form, this Senior Subordinated Note may not be transferred except as a whole by the Depositary to a nominee 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 COMPANYthe 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 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 Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 XXXXX XXXXXXWatex Xxxxxx, XXX XXXX, XXX XXXX) ("XXX"), 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 THE000

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] 109 SIGNATURES Dated as of October 29March 19, 2004 SIGNATURES DRESSER2003 HEXCEL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-RAND GROUP XXXXXXXX HOLDING. CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Vice President XXXXX-XXXXXXXX CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Vice President Finance and Treasurer CS TECH-FAB HOLDING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Vice President and Treasurer HEXCEL POTTSVILE CORPORATION. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC ByVice President and Treasurer Attest: /s/ Xxxxxxx Xxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxx X. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer CITIBANKSenior Vice President, N.A.General Counsel and Secretary 110 XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. Xxxxxx ------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxx Title: Vice President Corporate Trust Officer Attest: /s/ Xxxxxx Xxxxxxxx ----------------------------------- Authorized Signatory Date: March 19, 2003 111 SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date hereof: Xxxxx-Xxxxxxxx Holding Corp. Xxxxx-Xxxxxxxx Corporation CS Tech-Fab Holding, Inc. Hexcel Pottsville Corporation 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-------------------------------------------------------------------------------- CUSIP/CINS ____________ 9.875% Senior Secured Notes due 2008 No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ___ $____________ HEXCEL CORPORATION promises to pay to CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & COor registered assigns, the principal sum of __________________________________________________________ Dollars on October 1, 2008. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Dated: March 19, ANY TRANSFER2003 HEXCEL CORPORATION By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK MINNESOTA, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS NATIONAL ASSOCIATION, as Trustee By: ---------------------------------------- Authorized Signatory ________________________________________________________________________________ A-1 [Back of Note] 9.875% Senior Secured Notes due 2008 [INSERT THE REGISTERED OWNER HEREOFGLOBAL NOTE LEGEND, 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 IF APPLICABLE PURSUANT TO THE EXPIRATION PROVISIONS OF THE HOLDING PERIOD INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO SALES THE PROVISIONS OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION)INDENTURE] [INSERT THE UNIT LEGEND, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) IF APPLICABLE PURSUANT TO THETHE PROVISIONS OF THE INDENTURE] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Contents 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 hereof and will shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29THE COMPANY: KEVCO, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Chairman, CEO and President SUBSIDIARY GUARANTORS: SCC ACQUISITION CORP. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC President KEVCO DELAWARE, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Chairman, CEO and President SUNBELT WOOD COMPONENTS, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESChairman and CEO CONSOLIDATED FOREST PRODUCTS, LLC INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx ------------------------------------ Xxxxxx ----------------------------------- Name: Xxxxxxx XXXXX X. Xxxxxxx XXXXXX --------------------------------- Title: Chief Financial Officer CITIBANKCHAIRMAN & CEO -------------------------------- XXXXX SUPPLY, N.A.INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------- Name: XXXXX X. XXXXXX --------------------------------- Title: CHAIRMAN OF THE BOARD -------------------------------- ENCORE INDUSTRIES, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------- Name: XXXXX X. XXXXXX --------------------------------- Title: CHAIRMAN OF THE BOARD -------------------------------- TRUSTEE: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: /s/ X. X. Xxxxx Xxxxxxxxxx ---------------------------------- ----------------------------------- Name: Xxxxx Xxxxxxxxxx X. X. XXXXX --------------------------------- Title: Vice President SENIOR VICE PRESIDENT -------------------------------- EXHIBIT A [(Face of Note) 10(3/8)% [Series A] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY [Series B] Senior Subordinated Notes due 2007 CUSIP No. _________ $__________ KEVCO, INC., a Texas corporation, promises to pay to Cede & Co. or registered assigns, the principal sum of _______________________________ Dollars (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"$_________), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERor such greater or lesser amount as may from time to time be endorsed on Schedule A hereto, EXCHANGE OR PAYMENTon December 1, 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 & CO2007., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 81 SIGNATURES Dated as of October 29September 2, 2004 SIGNATURES DRESSER-RAND GROUP XXXXXX DRILLING COMPANY By:____________________________________________ Name: Title: GUARANTORS: ANACHORETA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERCANADIAN RIG LEASING, INC. CHOCTAW INTERNATIONAL RIG CORP. CREEK INTERNATIONAL RIG CORP. DGH, INC. INDOCORP OF OKLAHOMA, INC. PARDRIL, INC. XXXXXX AVIATION, INC. XXXXXX DRILLING (KAZAKSTAN), LTD. XXXXXX DRILLING COMPANY EASTERN HEMISPHERE, LTD. XXXXXX DRILLING COMPANY INTERNATIONAL, INC. XXXXXX DRILLING COMPANY INTERNATIONAL LIMITED XXXXXX DRILLING COMPANY LIMITED (NEVADA) XXXXXX DRILLING COMPANY NORTH AMERICA, INC. XXXXXX DRILLING COMPANY OF ARGENTINA, INC. XXXXXX DRILLING COMPANY OF BOLIVIA, INC. XXXXXX DRILLING COMPANY OF NEW GUINEA, INC. XXXXXX DRILLING COMPANY OF NIGER XXXXXX DRILLING COMPANY OF OKLAHOMA, INCORPORATED XXXXXX DRILLING COMPANY OF SINGAPORE, LTD. XXXXXX DRILLING COMPANY OF SOUTH AMERICA, INC. XXXXXX DRILLING OFFSHORE CORPORATION XXXXXX DRILLING OFFSHORE INTERNATIONAL, INC. XXXXXX NORTH AMERICA OPERATIONS, INC. XXXXXX TECHNOLOGY, INC. XXXXXX TECHNOLOGY, L.L.C. XXXXXX USA DRILLING COMPANY XXXXXX-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESVSE, INC. QUAIL USA, LLC SELECTIVE DRILLING CORPORATION UNIVERSAL RIG SERVICE CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- :____________________________________________ Name: Xxxxx Xxxxxxxxxx X. Xxxxxx Title: Vice President 82 XXXXXX DRILLING COMPANY OF MEXICO, L.L.C. XXXXXX DRILLING OFFSHORE USA, LLC By:______________________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President XXXXXX DRILLING MANAGEMENT SERVICES, INC. By:______________________________________________ Name: Xxxxx X. Xxxxxx Title: President XXXXXX OFFSHORE RESOURCES, L.P. By:______________________________________________ Name: Xxxxx X. Xxxxxx Title: President, Xxxxxx Drilling Management Services, Inc., General Partner XXXXXX TOOLS, L.L.C. By:______________________________________________ Name: Xxx Xxxx Title: President XXXXXX USA RESOURCES, L.L.C. By:______________________________________________ Name: Xxx Xxxx Title: President 83 PD MANAGEMENT RESOURCES, L.P. By:______________________________________________ Name: Xxxxx X. Xxxxxx Title: President, Xxxxxx Drilling Management Services, Inc., General Partner QUAIL TOOLS, L.P. By:______________________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President, Quail USA, LLC, General Partner 84 JPMORGAN CHASE BANK as Trustee By:______________________________________________ Name: Title: EXHIBIT A CUSIP_____ [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[Insert the Global Note Legend, 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 INDENTUREif applicable, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREpursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 COMPANYif applicable, pursuant to the provisions of the Indenture] Senior Floating Rate Notes due 2010 No. 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 ____ Principal Amount $_________ XXXXXX DRILLING COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, promises to pay to CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933or registered assigns, AS AMENDED the principal sum of ______________ DOLLARS (THE "SECURITIES ACT")$_____________) on September 1, 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 THE2010.

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29November 2, 2004 SIGNATURES DRESSER-RAND GROUP 1999 SPANISH BROADCASTING SYSTEM, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM NETWORK, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SBS PROMOTIONS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SBS FUNDING, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President ALARXXX XXXDINGS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President Indenture signature page - 1 82 SBS OF GREATER NEW YORK, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF FLORIDA, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF GREATER MIAMI, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (DELAWARE) By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM, INC. (NEW JERSEY) By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President SPANISH BROADCASTING SYSTEM OF ILLINOIS, INC. By /s/ Raul Xxxxxxx Xx. ----------------------------------- Name: Raul Xxxxxxx Xx. Title: President Indenture signature page - 2 83 SPANISH BROADCASTING SYSTEM OF SAN ANTONIO, INC. By: /s/ Raul Xxxxxxx X. Xxxxxxx ------------------------------------- Xx. ----------------------------------- Name: Raul Xxxxxxx X. Xxxxxxx Xx. Title: Chief Financial Officer DRESSER-RAND LLC President SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC. (PUERTO RICO) By: /s/ Raul Xxxxxxx X. Xxxxxxx ------------------------------------- Xx. ----------------------------------- Name: Raul Xxxxxxx X. Xxxxxxx Xx. Title: Chief Financial Officer DRESSER-RAND POWER LLC President THE BANK OF NEW YORK By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Annexxx Xxx ----------------------------------- Name: Xxxxxxx X. Xxxxxxx Annexxx Xxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.] CUSIP/CINS _________ 9 5/8% Senior Subordinated Notes due 2009 No.________ $__________ SPANISH BROADCASTING SYSTEM, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMpromises to pay to _________________________________________ registered assigns, 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 DEPOSITARYthe principal sum of _______________ Dollars on _________, 2009. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXXInterest Payment Dates: ___________, XXX XXXXand __________. Record Dates: ____________ and ____________. DATED: SPANISH BROADCASTING SYSTEM, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COINC. 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 THEBY: _______________________________ Name: Title:

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings 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 hereof, and will shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29CCPR SERVICES, 2004 SIGNATURES DRESSERINC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President-RAND GROUP General Counsel and Secretary Attest: _________________ Name: Title: CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND LLC General Counsel and Secretary Attest: _________________ Name: Title: THE CHASE MANHATTAN BANK as Trustee By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ________________________________ Name: Title: Attest: _________________ Name: Title: CCPR SERVICES, INC. By:____________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND POWER LLC General Counsel and Secretary Attest: _________________ Name: Title: CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_____________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERSenior Vice President-RAND COMPANY ByGeneral Counsel and Secretary Attest: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., THE CHASE MANHATTAN BANK as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- X. X. Xxxxxx _____________________________________ Name: Xxxxx Xxxxxxxxxx X. X. Xxxxxx Title: Vice President Attest: /s/ Xxxxxx X. Deck ----------------- Name: XXXXXX X. DECK Title: Senior Trust Officer EXHIBIT A [A-1 (Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY ) 10% Series A/B Senior Subordinated Note due 2007 No. $__________ CUSIP No. CCPR SERVICES, INC. promises to pay to or registered assigns, the principal sum of Dollars (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEor such lesser or greater amount as disclosed on Schedule A hereof) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFon February 1, 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 COMPANY2007. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CORecord Dates: January 15 and July 15., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as Executed this day of October 29April, 2004 SIGNATURES DRESSER-RAND GROUP 2001. XXXXXXX ENTERPRISES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx Xxxxxxxxxxxxx, Xx. --------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.Senior Vice President and Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. Massimilo --------------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx X. Massimilo Title: Assistant Vice President GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ Xxxx X. XxxXxxxxx --------------------------------------------- Name: Xxxx X. XxxXxxxxx Title: Vice President EXHIBIT A [Face and Secretary of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY each Guarantor SCHEDULE I GUARANTORS Employer State of Corporation ID Number Incorporation ----------- --------- ------------- AEGIS Therapies, Inc. (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEf/k/a Xxxxxxx Rehabilitation, Inc.) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF00-0000000 Delaware AGI-Camelot, 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 INDENTUREInc. 00-0000000 Missouri Arborland Management Company, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREInc. 00-0000000 South Carolina Associated Physical Therapy Practitioners, (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 FORMInc. 00-0000000 Pennsylvania Xxxxxxx Assisted Living, 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 XXXXX XXXXXXInc. 00-0000000 Delaware Xxxxxxx - Xxxxx Vista Holding, XXX XXXXInc. 00-0000000 Delaware Xxxxxxx - Xxxxxxx Holdings, XXX XXXX) ("XXX")Inc. 00-0000000 Delaware Xxxxxxx-Indianapolis, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERLLC 00-0000000 Indiana Xxxxxxx - Missouri Valley Holding, EXCHANGE OR PAYMENTInc. 00-0000000 Delaware Xxxxxxx - Plant City Holdings, 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)Inc. 00-0000000 Delaware Xxxxxxx - Rapid City Holding, ANY TRANSFERInc. 00-0000000 Delaware Xxxxxxx - Tamarac Holdings, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFInc. 00-0000000 Delaware Xxxxxxx - Tampa Holdings, CEDE & CO.Inc. 00-0000000 Delaware Xxxxxxx Clinical, HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933Inc. 00-0000000 Delaware Xxxxxxx Enterprises International Limited 00-0000000 California Xxxxxxx Enterprises - Alabama, AS AMENDED (THE "SECURITIES ACT")Inc. 00-0000000 California Xxxxxxx Enterprises - Arizona, AND ACCORDINGLYInc. 00-0000000 California Xxxxxxx Enterprises - Arkansas, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TOInc. 00-0000000 California Xxxxxxx Enterprises - California, 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 THEInc. 00-0000000 California

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 shall in no way modify or restrict any of the terms or provisions hereof. -98- 108 SIGNATURES Dated as of October 29December 19, 2004 SIGNATURES DRESSER-RAND GROUP INC. 1997 Amscan Holdings, Inc. Attest: By: /s/ Xxxxxxx GERAXX X. Xxxxxxx ------------------------------------- XXXXXXXXXX ---------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: Chief Executive Officer ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: President, Chief Financial Officer DRESSER-RAND LLC and Treasurer Amscan Inc. Attest: By: /s/ Xxxxxxx GERAXX X. Xxxxxxx ------------------------------------- XXXXXXXXXX ---------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: Chief Financial Officer DRESSERPresident ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: Secretary and Treasurer Am-RAND POWER LLC Source, Inc. Attest: By: /s/ Xxxxxxx GERAXX X. Xxxxxxx ------------------------------------- XXXXXXXXXX ---------------------------------- Name: Xxxxxxx Geraxx X. Xxxxxxx Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: Chief Financial Officer DRESSER-RAND COMPANY President ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: Secretary and Treasurer Trisar, Inc. Attest: By:/s/ GERAXX X. XXXXXXXXXX ---------------------------------- Name: Geraxx X. Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: President ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: Secretary and Treasurer SSY Realty Corp. Attest: By:/s/ GERAXX X. XXXXXXXXXX ---------------------------------- Name: Geraxx X. Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: President ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: Secretary and Treasurer JCS Realty Corp. Attest: By:/s/ GERAXX X. XXXXXXXXXX ---------------------------------- Name: Geraxx X. Xxxxxxxxxx /x/ JAMEX X. XXXXXXXX Title: President ------------------------------- Name: Jamex X. Xxxxxxxx Xxxle: Secretary and Treasurer -100- 110 Dated as of December 19, 1997 IBJ Schrxxxx Xxxk & Trust Company Trustee Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx LUIS XXXXX ---------------------------------- Name: Luis Xxxxx Xxxxxxxxxx Title: Asst. Vice President EXHIBIT A [/s/ JAMEX X. XXXXXXXX ------------------------------- 111 Exhibit A-1 (Face of Senior Subordinated 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================================================================================ CUSIP o No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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___ $__________

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 Dated as of October 29January 18, 2004 SIGNATURES DRESSER-RAND GROUP 2005 GENERAL NUTRITION CENTERS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James M. Sander ------------------------------------------ Name: Xxxxxxx X. Xxxxxxx James M. Sander Title: Senior Vxxx Xxxxxxxxx, Chief Financial Legal Officer DRESSER-RAND and Secretary GENERAL NUTRITION INVESTMENT COMPANY NUTRA SALES CORPORATION GNC (CANADA) HOLDING COMPANY GENERAL NUTRITION DISTRIBUTION COMPANY GENERAL NUTRITION GOVERNMENT SERVICES, INC. GENERAL NUTRITION INTERNATIONAL, INC. GN INVESTMENT, INC. GNC CANADA LIMITED GNC US DELAWARE, INC. GENERAL NUTRITION SYSTEMS, INC. INFORMED NUTRITION, INC. GENERAL NUTRITION CORPORATION GENERAL NUTRITION DISTRIBUTION, L.P. GENERAL NUTRITION INCORPORATED GNC FRANCHISING, LLC NUTRA MANUFACTURING, INC. GENERAL NUTRITION COMPANIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James M. Sander ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx James M. Sander Title: Senior Vxxx Xxxxxxxxx, Chief Financial Legal Officer DRESSER-RAND POWER LLC and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Richard H. Prokosch ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Richard H. Prokosch Title: Chief Financial Officer DRESSERVice Xxxxxxxxx EXHIBIT A1 [Face of Note] -------------------------------------------------------------------------------- CUSIP/CINS ____________ 8-RAND COMPANY 5/8% Senior Notes due 2011 No. ___ $____________ GENERAL NUTRITION CENTERS, INC. promises to pay to ______________ or registered assigns, the principal sum of __________________________________________________________ DOLLARS on January 15, 2011. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Dated: __________________ GENERAL NUTRITION CENTERS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERThis is one of the Notes referred to in the within-RAND GLOBAL SERVICES, LLC Bymentioned Indenture: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.[TRUSTEE], as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A ------------------------------ Authorized Signatory -------------------------------------------------------------------------------- A1-1 [Face Back 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 HEREOF8-5/8% Senior Notes due 2011 [Insert the Global Note Legend, 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 INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 91 100 SIGNATURES STEXXXX XXTERPRISES, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx WILXXXX X. Xxxxxxx XXXX ---------------------------------------------- Name: Wilxxxx X. Xxxx Title: President and Chief Executive Officer GUARANTORS: S.E. OF TUCSON, ARIZONA, INC. GRIXXXX-XXXXXXX, XNC. FOREST HILLS CEMETERY, INC. GRIXXXX XXGXXXX XXAXXX & ROTX, XNC. GRIXXXX-XXXXXXX XXSURANCE AGENCY, INC GROSS FUNERAL HOME, INC. REST HILLS MEMORIAL PARK, INC. GRIXXXX XXGXXXX - XXXXXX, XNC. DILXXX XXOTHERS HUNTINGTON VALLEY MORTUARY HOPXXX XXRTUARY, INC. LASXXXX XXNERAL CHAPELS, INC. SANTA BARXXXX XXNERAL SERVICES, INC. S.E. ACQUISITION OF CALIFORNIA, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. BUCXXXXX XXMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATHOLIC MORTUARY SERVICES, INC. DeYXXXX XXMORIAL CHAPEL, INC. HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. LOMBARD & CO. N.D. DAVXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RICXXXX XXXXXX XXNERAL SERVICE RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC. S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC. 101 S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC. S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC. S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC. S.E. ACQUISITION OF SAN DIEGO, CALIFORNIA, INC. SAN FERXXXXX XXSSION MORTUARY, INC. SANTA CLAXX XXRTUARY, INC. SCOXXXX XXRTUARY, A CALIFORNIA CORPORATION SDCA HOLDINGS, INC. SAN DIEGO CEMETERY ASSOCIATION SIMPLICITY PLAN OF CALIFORNIA, INC. STEXXXX XXE-NEED SERVICES, INC. STRXXXXXX/XXIXXXX XXRTUARY CATALINA CHANNEL CREMATION SOCIETY WALXXXX X. XXXXX & HOWXXX X. XXXXXXXX, XNC. WOOXXXXX XXAPEL OF CRIXXXX & FLYXX XXNTINEL CREMATION SOCIETIES, INC. S.E. ACQUISITION OF MURIETTA, CALIFORNIA, INC. S.E. ACQUISITION OF SANTA MARIA, CALIFORNIA, INC. VICXXX X. XXXXXXXXX, XNC. CEMETERY MANAGEMENT, INC. ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC. BALXXXX-XXXXXXXXX XXNERAL HOMES, INC. ALL FAITHS MEMORIAL PARK, INC. ORLANDO FUNERAL HOME, INCORPORATED THE SIMPLICITY PLAN, INC. BAY AREA CREMATORY, INC. BRUXX XXALA FUNERAL HOME, INC. BETX XXXXX XXNERAL CHAPEL TAMPA, INC. BETX XXXXX XXMORIAL CHAPEL, INC. CHAPEL HILL CEMETERY, INC. GLEX XXVEN MEMORIAL PARK, INC. HIGHLAND MEMORY GARDENS, INC. SEMORAN FUNERAL HOME, INC. FLORIDA HILLS MEMORIAL GARDENS, INC. GARDEN OF MEMORIES, INC. A.P. XXXX XXNERAL HOME, INC. CURXX & SON FUNERAL HOME, INC. WOODLAWN MEMORY GARDENS, INC. (ST. PETX) XOOD SHEPHERD MEMORIAL GARDENS, INC. DAVXX X. XXXXX XXNERAL HOME, INC. HUBXXXX XXNERAL HOME AND CREMATORY, INC. 102 KENX X. XXXXXX, XNC. KICLITER FUNERAL HOME, INC. MADCEM OF FLORIDA, INC. MEMORIAL PARK CEMETERY, INC. OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC. ROBXXXX XXNERAL HOME, INC. ROYAL PALM MEMORIAL GARDENS, INC. SYLXXX XXXXX XXMORIAL PARK, INC. TRINITY MEMORIAL GARDENS OF LAKELAND, INC. TURXXX XXEMATORY, INC. TURXXX XXNERAL HOMES, INC. WALXX & WOOD FUNERAL HOME, INC. WOODLAWN PARK CEMETERY COMPANY MEMORIAL SUNSET PARK, INC. NATIONAL MONUMENT CO., INC. SOUTH DADE-PALMS MEMORIAL PARK, INC. CHEXXXXX XXLX XXMORIAL PARK, INC. EMPRESAS STEXXXX - CEMENTERIOS, INC. EMPRESAS STEXXXX - FUNERARIAS, INC. EASTLAWN CORPORATION HOLXX XXLL MEMORIAL PARK, INC. ROSE HAVEN FUNERAL HOME & CEMETERY, INC. ACME MAUSOLEUM CORPORATION INTERNATIONAL STONE & ERECTORS, INC. LAKE LAWN METAIRIE FUNERAL HOME, INC. LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE) LAKE LAWN PARK, INC. METAIRIE CEMETERY ASSOCIATION PINE CREST CEMETERY, INC. ALL FAITHS FUNERAL HOME, INC. MOUNT OLIVET CEMETERY, INC. S.E. AUSTRALIA, INC. S.E. SOUTH-CENTRAL, INC. ELLXXXX XXNERAL HOME, INC. KILXXXX-XXXXX XXNERAL HOME, INC. LATXXX XXNERAL HOME, INC. PINE CREST FUNERAL HOME, INC. FAITH MEMORIAL PARK & MAUSOLEUM COMPANY, INC. VALHALLA MEMORY GARDENS AND FUNERAL HOME, INC. ROCKCO AND SON FUNERAL HOME, INC. ROCKCO'S FUNERAL HOMES, INC. S.E. ACQUISITION OF LITHONIA, GEORGIA, INC. ANDXXX X. XxXXXX & SON FUNERAL HOME, INC. S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC. 103 X.X. XXXXXXXXXXX XX XXX XXWN AND ORLAND PARK, ILLINOIS, INC. S.E. CEMETERY MANAGEMENT OF ILLINOIS, INC. THEXX-XXXXXX XXNERAL HOME, INC. KNUXXXX XXNERAL HOMES, INC. PAUXXX XXNERAL HOME, INC. RUNXXX XXNXXXX, XNC. PROFESSIONAL FUNERAL SERVICES, INC. D.W. XXXXXXXX'X XXNS, INC. DWN PROPERTIES, INC. FUNERAL SECURITY PLANS, INC. S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC. WYUKA FUNERAL HOME, INC. WYUKA SIMPLICITY PLAN, INC. S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO, INC. S.E. ACQUISITION OF SANTA FE, NEW MEXICO, INC. S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC. MT. JULIET FUNERAL HOME, INC. MT. JULIET MEMORIAL GARDENS, INC. NAVX XXNERAL HOME OF LEBANON, INC. CEMETERY SERVICES, INC. S.E. CEMETERY MANAGEMENT OF WISCONSIN, INC. WISCONSIN MEMORIAL PARK COMPANY, INC. TIME-LOCK INSURANCE AGENCY, INC. SIMPLE TRIBUTE, INC. SIMPLE TRIBUTE OF FLORIDA, INC. SIMPLE TRIBUTE OF TENNESSEE, INC. SIMPLE TRIBUTE OF MARYLAND, INC. ST. BERXXXX XXMORIAL GARDENS, INC. ST. BERXXXX XXMORIAL FUNERAL HOME, INC. ST. VINXXXX xx XXXX XXMETERY ASSOCIATION STEXXXX XXTERPRISES (EUROPE), INC. STEXXXX XXSOURCE CENTER, INC. STEXXXX XXRVICES, INC. S.E. MID-ATLANTIC, INC. GARXXX XXMILY FUNERAL HOME, INC. HAIXXXX XXNERAL HOMES, INC. HAIXXXX XXNERAL HOME OF HENXX XXUNTY, INC. HIGXXXX XXD SON FUNERAL HOME, INC. S.E. ACQUISITION OF PIKEVILLE, KENTUCKY, INC. BOUNDS FUNERAL HOME, INC. CEDAR HILL CEMETERY COMPANY, INC. CREST LAWN MEMORIAL GARDENS, INC. FORT LINCOLN CEMETERY, INC. FORT LINCOLN FUNERAL HOME, INC. 104 GALLERY GRANITE CORPORATION HILLCREST MEMORIAL CEMETERY, INC. HINXX-XXXXXXX XXNERAL HOME, INC. JOHX X. XXXXXX XXNERAL HOME, INC. LOUDON PARK CEMETERY COMPANY DRUID RIDGE CEMETERY COMPANY LOUDON PARK FUNERAL HOME, INC. NALXXX'X XXNERAL HOME, INC. NATIONAL HARMONY MEMORIAL PARK, INC. PARKLAWN, INC. THE PARKWOOD CEMETERY COMPANY PARKWOOD MANAGEMENT COMPANY WILXXXX X. XXXXXXXX, XNC. GORXX & GORXX XXTXXXXX-XXXXXXX XXRTUARY S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC. C.J. XXXXXXXXX & SONS, INC. GARXXXXXX XXLXXXXX XXMORIAL HOME, INC. MATXXX XXXX XXXXXX XXNERAL HOME, INC. MURXXX XXNERAL SERVICE, INC. NULXXX XXNERAL HOME, INC. OTTX XXXXXX XXNERAL HOME, INC. CORNELL & DAGXXXX, XNC. S.E. ACQUISITION OF FREDONIA, NEW YORK, INC. BROXX XXMORIALS, INC. CATAWBA MEMORIAL PARK, INC. CENTRAL STONE WORKS, INCORPORATED HARXXX X. XXXXX, XNC. EVAXX XXNERAL HOME, INC. EVERGREEN MEMORIAL GARDENS, INC. GARXXXX - HILLCREST, INC. HIGHLAND MEMORY GARDENS OF FRANKLIN COUNTY, INC. JOHXXXX XXNERAL HOME, INC. LANCASTER FUNERAL HOMES, INC. MCLXXXXX'X XXNERAL HOME, INC. MILXXX-XXX, XNC. PARKLAWN MEMORIAL GARDENS, INC. POLXXXX XXLXX XXNERAL SERVICE, INC. STEXXXXX XXRVICES, INC. THOXXX-XXXXXXXXX XXMPANY 1730 INVESTMENT CO., INC. MEMORIAL PARKS, INCORPORATED BENXXXXX XXXXXXXX X. M., INC. GEOXXX XXXXXXXXXX XXMORIAL PARK, INC. KIRX & NICE SUBURBAN CHAPEL, INC. KIRX & NICE, INC. S.E. ACQUISITION OF PENNSYLVANIA, INC. S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC. SUNSET MEMORIAL PARK COMPANY 105 PET HAVEN, INC. DUNXXX XXNERAL HOME, INC. THE MACXXX XXRTUARY, INC. CANXXX XXNERAL HOME, INC. OCONEE MEMORIAL FUNERAL HOME, INC. PINEVIEW, INC. S.E. XXXXXXXXXXX XX XXXXX XXXXXXX, XXXXX XXXXXXXX, XNC. S.E. ACQUISITION OF CHARLESTON, INC. S.E. XXXXXXXXXXX XX XXXXXXX, XXXXX XXXXXXXX, XNC. S.E. ACQUISITION OF SOUTH CAROLINA, INC. MONTE VISTA BURIAL PARK, INC. BLUE RIDGE MEMORIAL GARDENS, INC. CLINCH VALLEY MEMORIAL CEMETERY, INC. EVEXXX XXMMUNITY FUNERAL CARE, INC. EVEXXX XXNERAL HOMES, INCORPORATED EVEXXX XXP, INC. SIMPLICITY PLANS OF ALABAMA, INC. FAIRFAX FUNERAL HOME, INC. JOSXXX X. XXXXXX XXNERAL HOME, INC. RICHMOND MEMORIAL PARKS, INC. WASHINGTON MEMORIAL CEMETERY, INCORPORATED WISE CORPORATION BARXXXXX-XXXXXXXX-XXX XXNERAL HOME, INC. CALXXX XXNERAL SERVICE OF PINEVILLE, INC. CASXXXXX & CURXX XXNERAL HOME, INC. DODX-XXXXX-XXXX XXNERAL HOME, INC. EVAXX XXNERAL HOME, INC. (WEST VIRGINIA) GRACELAND MAUSOLEUM, INC. KIMXX XXNERAL HOME, INC. KLIXXXX-XXXXXXXXX XXRTUARY, INC. S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC. WILXXX XXNERAL HOME, INC. LAKEWOOD MEMORIAL PARK, INC. MEMORIAL SERVICES OF COLUMBIA, INC. MEMORIAL FUNERAL HOME, INC. LINCOLN MEMORIAL MORTUARY, INC. S.E. ACQUISITION OF NEVADA, INC. DESERT MEMORIAL, INC. NEPTUNE SOCIETY OF NEVADA, INC. RENO MEMORIAL, INC. S.E. ACQUISITION OF RENO, NEVADA, INC. STRONG & BURXX XXNERAL HOME, INC. MONTLAWN MEMORIAL PARK, INC. ROCKY MOUNT MEMORIAL PARK, INC. S.E. ACQUISITION OF OREGON, INC. AMLXXX/XXHXXXXXX XXNERAL SERVICE, INC. CASCADE CREMATORY, INC. 106 CHAPEL OF THE ROSES, INC. CHAPEL OF THE VALLEY FUNERAL HOME, INC. DUTXXX, XNC. J.P. XXXXXX XXD SON MORTUARY, INC. SUNSET HILLS MEMORIAL PARK GREENWOOD CEMETERY, INC. NISXXXXXX & REYXXXXX, XNC. S.E. XXXXXXXXXXX XX XXXXXX XXXXX, XXXXXX, XNC. S.E. ACQUISITION OF REEDSPORT, OREGON, INC. TABXX'X XXSERT HILLS MORTUARY, INC. CAROLINA FINANCIAL CORPORATION OF PICKENS HILL-CREST MEMORIAL PARK OCONEE MEMORIAL GARDENS, INC. DILXXXX XXMORIAL, INC. COLX & GARXXXX XXNERAL HOMES, INC. HIGHLAND MEMORIAL CEMETERY, INC. HOLXX XXLLS, INC. KINGSPORT CEMETERY CORPORATION THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC. PASADENA FUNERAL HOME, INC. RESTLAND FUNERAL HOME, INC. ANDXXXXX-XXXXXXX XXOS. FUNERAL HOMES, INC. LITTLE BETHEL MEMORIAL PARK, INC. ROSELAWN MEMORIAL GARDENS, INC. BELXX XXNERAL HOME, INC. BEXAR COUNTY MORTUARY SERVICES, INC. BLUEBONNET HILLS MEMORIAL PARK, INC. BLUEBONNET HILLS FUNERAL HOME, INC. BRIXXX-XXXXXXX XXNERAL HOME, INC. CREXXX & SONS, INCORPORATED DALXXX & SON FUNERAL HOME, INC. EMERALD HILLS FUNERAL CORPORATION J. X. XXXXX & SON FUNERAL DIRECTORS, INC. GUARDIAN CREMATION SOCIETY, INC. GUARDIAN FUNERAL HOME, INC. HILLTOP MEMORIAL PARK LAUREL LAND MEMORIAL PARK, INC. LAUREL LAND FUNERAL HOME, INC. SINGING HILLS FUNERAL HOME, INC. LAUREL LAND OF FORT WORTH, INC. LAUREL LAND FUNERAL HOME OF FORT WORTH, INC. LYOXX XXNERAL HOME, INC. METROCREST FUNERAL HOME, INC. RESTLAND OF DALLAS, INC. ABBEY PLAN OF TEXAS, INC. HIGHLAND MEMORIAL GARDENS, INC. 107 XXXXXXXXXX XXXX XX XXXXX, XNC. SOUTHPARK FUNERAL HOME, INC. SOUTH MEMORIAL PARK, INC. S.E. ACQUISITION OF WASHINGTON, INC. E.R. XXXXXXXXXXX & SONS CREMATION SOCIETY NORTHWEST, INC. EVERGREEN STAPLES FUNERAL CHAPEL, INC. CUNXXXXXXX XXMORIAL PARK, INC. LEGACY ONE, INC. FINDLAY CEMETERY, INC. EASTLAWN MEMORIAL GARDENS, INCORPORATED GRANDVIEW MEMORY GARDENS, INCORPORATED GREENHILLS MEMORY GARDENS, INC. HIGHLAND MEMORY GARDENS, INCORPORATED HOLXX XXMORIAL GARDENS, INC. (VA) MONTICELLO MEMORY GARDENS, INC. SUNSET MEMORY GARDENS, INC. BLUE RIDGE FUNERAL HOME, INC. BLUE RIDGE MEMORIAL GARDENS, INC. C.G.R., INC. EASTERN CEMETERY ASSOCIATES, INC. ETERNAL LIGHT FUNERALS, INC. KANAWHA PLAZA PARTNERSHIP LEGACY ONE SERVICE CORPORATION LOI CHARLESTON, INC. MOUNTAIN VIEW MEMORY GARDENS, INC. NATIONAL EXCHANGE TRUST, LTD. NATIONAL FUNERAL SERVICES, INCORPORATED PLEASANT VIEW MEMORY GARDENS, INC. WILXXXXX-XXUE RIDGE FUNERAL HOME, INC. By: /s/ KENXXXX X. XXXXX ------------------------------------- Name: Xxxxxxx Kenxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESAssistant Treasurer FIRSTAR BANK, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., N.A. as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- FRAXX XXXXXX ------------------------------------- Name: Xxxxx Xxxxxxxxxx Fraxx Xxxxxx Title: Vice President 108 EXHIBIT A A1 [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY CUSIP 860000XX0 Xo. _______ **$298,960,000** STEXXXX XXTERPRISES, INC. 10 3/4% Senior Subordinated Notes due 2008 Issue Date: June 29, 2001 Stexxxx Xxterprises, Inc., a Louisiana Corporation (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFthe "Company", 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"which term includes any successor under this Indenture hereinafter referred to), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERfor value received, 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, promises to pay to CEDE & CO., HAS AN INTEREST HEREINor its registered assigns, the principal sum of TWO HUNDRED AND NINETY EIGHT MILLION NINE HUNDRED AND SIXTY THOUSAND DOLLARS ($298,960,000) on July 1, 2008. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933Interest Payment Dates: January 1 and July 1, AS AMENDED (THE "SECURITIES ACT")commencing January 1, AND ACCORDINGLY2002. Record Dates: December 15 and June 15. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, 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 THEwhich further provisions shall for all purposes have the same effect as if set forth at this place.

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29March 15, 2004 SIGNATURES DRESSER-RAND GROUP 2001 FLEMXXX XXXPANIES, INC. By: /s/ Xxxxxxx Carlxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx Carlxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Senior Vice President, General Counsel and Secretary ABCO FOOD GROUP, INC., as Guarantor By: /s/ Xxxxxxx Louix X. Xxxxxxx ------------------------------------- Xxxxx ----------------------------------------------- Name: Xxxxxxx Louix X. Xxxxxxx Xxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Secretary ABCO MARKETS, INC., as Guarantor By: /s/ Xxxxxxx Carlxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx Carlxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Secretary ABCO REALTY CORP., as Guarantor By: /s/ Xxxxxxx Carlxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx Carlxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESSecretary AG, LLC L.L.C., as Guarantor By: /s/ Xxxxxxx Carlxx X. Xxxxxxx ------------------------------------ Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx Carlxx X. Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer CITIBANKSecretary AMERICAN LOGISTICS GROUP, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary BAKEX'X XXXD GROUP, INC., as Guarantor By: /s/ Louix X. Xxxxx ----------------------------------------------- Name: Louix X. Xxxxx Title: Secretary DUNIXXX XXXLS, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FAVAR CONCEPTS, LTD., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXDS MANAGEMENT CO., L.L.C., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXDS OF TEXAS, L.P., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXERNATIONAL LTD., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXERMARKETS OF FLORIDA, INC. By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXNSPORTATION SERVICE, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FLEMXXX XXXLESALE, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary FUELSERV, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary GATEWAY INSURANCE AGENCY, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary LAS, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary PIGGLY WIGGLY COMPANY, as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary PROGRESSIVE REALTY, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary RAINBOW FOOD GROUP, INC., as Guarantor By: /s/ Louix X. Xxxxx ----------------------------------------------- Name: Louix X. Xxxxx Title: Secretary RETAIL INVESTMENTS, INC., as Guarantor By: /s/ Louix X. Xxxxx ----------------------------------------------- Name: Louix X. Xxxxx Title: Secretary RETAIL SUPERMARKETS, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary RFS MARKETING SERVICES, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary RICHMAR FOODS, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary SCRIXXXX XXXNSPORTATION, INC., as Guarantor By: /s/ Carlxx X. Xxxxxxxxx ----------------------------------------------- Name: Carlxx X. Xxxxxxxxx Title: Secretary BANK ONE, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Davix X. Xxxx ----------------------------------------------- Name: Xxxxx Xxxxxxxxxx Davix X. Xxxx Title: Vice President Authorized Signer 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================================================================================ CUSIP/CINS ____________ 5.25% Convertible Senior Subordinated Notes due 2009 No. ___ $____________ FLEMXXX XXXPANIES, 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 INDENTUREINC. promises to pay to _____________________________________________________________ or registered assigns, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREthe principal sum of ________________________________ Dollars on March 15, (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 COMPANY2009. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMInterest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 Conversion: This Note is convertible at such times and as specified on the other side of this Note. Dated: March 15, 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 DEPOSITARY2001 FLEMXXX XXXPANIES, INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXXBy:___________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: BANK ONE, XXX XXXXN.A., XXX XXXX) ("XXX")as Trustee By:___________________________________ Authorized Signatory ================================================================================ [Back of Note] 5.25% Convertible Senior Subordinated Notes due 2009 [Insert the Global Note Legend, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29May 5, 2004 SIGNATURES DRESSER-RAND GROUP 1999 NCI BUILDING SYSTEMS, INC. ., a Delaware corporation By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Executive Vice President NCI OPERATING CORP., a Nevada corporation By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Executive Vice President NCI HOLDING CORP., a Delaware corporation By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Executive Vice President A&S BUILDING SYSTEMS, L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESExecutive Vice President NCI BUILDING SYSTEMS, LLC L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------ ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKExecutive Vice President METAL BUILDING COMPONENTS, N.A.L.P., as Trustee a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL COATERS OPERATING, L.P., a Texas limited partnership By: NCI Operating Corp., a Nevada corporation, its General Partner By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL BUILDING COMPONENTS HOLDING, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL COATERS HOLDING, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President METAL COATERS OF CALIFORNIA, INC., a Texas corporation By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Vice President XXXXXX TRUST COMPANY OF NEW YORK By: /s/ Xxx Xxxxxxx ----------------------------------- Name: Xxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY A-1 (AS DEFINED IN THE INDENTURE GOVERNING THIS FACE OF NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF============================================================================== CUSIP/CINS ________________ 9-1/4% Series Senior Subordinated Notes due 2009 No. ____ $_______________ NCI BUILDING SYSTEMS, 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 INDENTUREINC. promises to pay to _________________, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREor registered assigns, (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 COMPANYthe principal sum of $_____________, or such other amount as is set forth on the Schedule of Exchanges of Interests on the reverse side of this Security, on ______________, 2009. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMInterest Payment Dates: and Record Dates: and Dated: , 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 DEPOSITARY1999 NCI BUILDING SYSTEMS, INC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEBy: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title:

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29March 5, 2004 SIGNATURES DRESSER1998 CONMED CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx, Xx. ------------------------------ Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Vice President-RAND GROUP Finance and Assistant Secretary ASPEN LABORATORIES, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxx --------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND LLC Secretary and Treasurer XXXXXXXX MEDICAL SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx, Xx. ------------------------------ Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND POWER LLC Vice President and Treasurer CONMED ANDOVER MEDICAL, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxx --------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND COMPANY Secretary and Treasurer ONSOLIDATED MEDICAL EQUIPMENT INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxx --------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESController NDM, LLC INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxxx, Xx. ------------------------------ Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx, Xx. Title: Chief Financial Officer CITIBANKVice President LINVATEC CORPORATION, N.A., as Trustee INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. Xxxxxxxx, Xx. ------------------------------ Name: Xxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxxx, Xx. Title: Vice President ENVISION MEDICAL CORPORATION By: /s/ Xxxxxx X. Xxxx --------------------- Name: Xxxxxx X. Xxxx Title: Assistant Secretary Dated as of March 5, 1998 FIRST UNION NATIONAL BANK By: /s/ X. Xxxxxxx Xxxxxx --------------------- X. Xxxxxxx Xxxxxx Vice President EXHIBIT A [Face of Note] THIS LEGEND FOR 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. SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES SECURITIES IN DEFINITIVE FORM, THIS NOTE SECURITY 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 SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXXDTC"), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY 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 IS 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLYOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, MAY SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR SUBJECT TO, OR FOR REGISTRATION UNDER SUCH LAWS. THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOFACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE HOLDER DATE (1THE "RESALE RESTRICTION TERMINATION DATE") REPRESENTS THAT WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) IT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO IS, OR WHO THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (BD) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH OF THE FOREGOING CASES SUCH OFFER, SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (2D) AGREES TO REQUIRE THE DELIVERY OF A SATISFACTORY OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM PROVIDED FOR IN THE INDENTURE (A COPY OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. ANY TRANSFEREE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED EITHER (X) THAT IT WILL NOT, PRIOR IS NOT USING THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EXPIRATION EMPLOYEE RETIREMENT INCOME SECURITY ACT ("ERISA") OR THE INTERNAL REVENUE CODE (THE "CODE") TO PURCHASE THIS SECURITY OR (Y) THAT ITS PURCHASE AND CONTINUED HOLDING OF THE HOLDING PERIOD APPLICABLE SECURITY WILL BE COVERED BY A U.S. DEPARTMENT OF LABOR CLASS EXEMPTION (WITH RESPECT TO SALES PROHIBITED TRANSACTIONS UNDER SECTION 406(A) OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISIONERISA). 9% SENIOR SUBORDINATED NOTES DUE 2008 Cusip No. 207 410 AA9 $ CONMED CORPORATION promises to pay to or registered assigns, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THEthe principal sum of $ Dollars [or such greater or lesser amount as indicated on the Schedule of Exchanges of Definitive Notes on the reverse hereof] on* March 15, 2008 Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 Authentication: Dated: , 1998 This is one of the Notes referred to in the within-mentioned Indenture. First Union National Bank, as Trustee CONMED Corporation By: By: Authorized Officer By: ------------------- * This phrase should be included only if the Note is issued in global form.

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] Dated as of October 29July 30, 2004 SIGNATURES DRESSER-RAND GROUP FOUNDATION PA COAL COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X. Xxxxx ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary ALLIANCE POWER MARKETING, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President XXXXXXX HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------- ------------------------------------ Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Treasurer CASTLE GATE HOLDING COMPANY By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx ------------------------------------- Xxxx ------------------------------------ Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESVice President COAL GAS RECOVERY, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President CUMBERLAND COAL RESOURCES, LP, F/K/A RAG CUMBERLAND RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President DELTA MINE HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President EMERALD COAL RESOURCES, LP, F/K/A RAG EMERALD RESOURCES, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President ENERGY DEVELOPMENT CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION AMERICAN COAL COMPANY, LLC, F/K/A/ RAG AMERICAN COAL COMPANY, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL DEVELOPMENT CORPORATION, F/K/A RAG COAL DEVELOPMENT CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL HOLDING, INC., F/K/A RAG AMERICAN COAL HOLDING, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Senior Vice President FOUNDATION COAL RESOURCES CORPORATION, F/K/A RAG CONSOLIDATED LAND CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION COAL WEST, INC., F/K/A RAG COAL WEST, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION ENERGY SALES, INC., F/K/A RAG ENERGY SALES, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION EQUIPMENT COMPANY, F/K/A RAG EQUIPMENT COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION MIDWEST HOLDING COMPANY, F/K/A RAG MIDWEST HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION ROYALTY COMPANY, F/K/A RAG ROYALTY COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FOUNDATION WYOMING LAND COMPANY, F/K/A RAG WYOMING LAND COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FREEPORT MINING, LP, F/K/A RAG FREEPORT MINING, LP BY: PENNSYLVANIA SERVICES CORPORATION, AS GENERAL PARTNER By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President FREEPORT RESOURCES CORPORATION, F/K/A RAG FREEPORT RESOURCES CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President KINGSTON MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKTreasurer KINGSTON PROCESSING, N.A.INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer KINGSTON RESOURCES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer LAUREL CREEK CO., INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer MAPLE MEADOW MINING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President NEWEAGLE COAL SALES CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer NEWEAGLE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer NEWEAGLE INDUSTRIES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer NEWEAGLE MINING CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXX PROCESSING INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXX BRANCH MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PENNSYLVANIA LAND HOLDINGS CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President PENNSYLVANIA SERVICES CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President PIONEER FUEL CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PIONEER MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer PLATEAU MINING CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President RIVER PROCESSING CORPORATION, F/K/A RAG RIVER PROCESSING CORPORATION By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President RED ASH SALES COMPANY, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVEREAGLE CORP. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVERTON CAPITAL VENTURES I, LIMITED LIABILITY COMPANY By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: Manager RIVERTON CAPITAL VENTURES II, LIMITED LIABILITY COMPANY By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: Manager RIVERTON COAL PRODUCTION, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RIVERTON COAL SALES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer ROCKSPRING DEVELOPMENT, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer RUHRKOHLE TRADING CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXX FORK MINING, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: Treasurer SOUTHERN RESOURCES, INC. By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President WABASH MINE HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President XXXXXXX HOLDING COMPANY By: /s/ Xxxxx X. Xxxx ------------------------------------ Name: Xxxxx X. Xxxx Title: Vice President Dated as of July 30, 2004 SIGNATURES The Bank of New York, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President Xxxxxxx Xxxxxx ------------------------------- Authorized Signatory S-7 EXHIBIT A A1 [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 (-------------------------------------------------------------------------------- CUSIP/ISIN 350472 AA 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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/US350472AA48

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29_________, 2004 SIGNATURES DRESSER-RAND GROUP 1997 BELDXX & XLAKX XXXPORATION Attest: By:________________________________ Name:______________________________ __________________________ Title:_____________________________ THE CANTON OIL & GAS COMPANY Attest: By:________________________________ Name:______________________________ __________________________ Title:_____________________________ PEAKX XXXRGY, INC. Attest: By:________________________________ Name:______________________________ __________________________ Tile:______________________________ WARD XXXE DRILLING, INC. Attest: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- By:________________________________ Name:______________________________ __________________________ Title:_____________________________ TARGET OILFIELD PIPE & SUPPLY COMPANY Attest: Xxxxxxx X. Xxxxxxx By:________________________________ Name:______________________________ __________________________ Title:_____________________________ LASALLE NATIONAL BANK Attest: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :________________________________ Name: Xxxxxxx X. Xxxxxxx :______________________________ __________________________ Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President :_____________________________ 106 EXHIBIT A [Face of NoteFORM OF FACE OF INITIAL NOTE] THIS GLOBAL SERIES A 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. [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXXCOMPANY, XXX XXXX, XXX XXXX) A NEW YORK CORPORATION ("XXXDTC"), NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ., OR TO SUCH OTHER ENTITY AS MAY BE IS 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLYOR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, MAY SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR SUBJECT TO, OR FOR REGISTRATION. THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOFACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE HOLDER DATE (1THE "RESALE RESTRICTION TERMINATION DATE") REPRESENTS THAT WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY, ANY SUBSIDIARY GUARANTOR OR ANY AFFILIATE OF THE COMPANY OR ANY SUBSIDIARY GUARANTOR WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, IN A TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THAT 107 PURCHASES FOR ITS OWN ACCOUNT OR FOR THE SECURITIES ACTACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OR (B) IT IS NOT A U.S. PERSON PURSUANT TO OFFERS AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULES 501(A)(1), (2), (3) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(kOR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR ANY SUCCESSOR PROVISIONTRANSFER PURSUANT TO CLAUSE (D), RESELL (E) OR OTHERWISE TRANSFER THIS NOTE EXCEPT (AF) TO THEREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF ANY OF THE FOREGOING CLAUSES (A)-(F), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 108 BELDXX & XLAKE CORPORATION

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29August 5, 2004 SIGNATURES DRESSER-RAND GROUP 2003 WCI COMMUNITIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James D. Cullen -------------------------------------- Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSERVice Prxxxxxxx BAY COLONY-RAND LLC GATEWAY, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James D. Cullen -------------------------------------- Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND POWER LLC Vice Prxxxxxxx COMMUNITY SPECIALIZED SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James D. Cullen -------------------------------------- Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND Vice Prxxxxxxx FINANCIAL RESOURCES GROUP, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx FIRST FIDELITY TITLE, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx FLORIDA LIFESTYLE MANAGEMENT COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- James D. Cullen -------------------------------------- Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer DRESSER-RAND GLOBAL Vice Prxxxxxxx WCI CAPITAL CORPORATION By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx LIVINGSTON ROAD, INC. By: /s/ Xxxxx X. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx SUN CITY CENTER GOLF PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx SUN CITY CENTER REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WATERMARK REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx THE COLONY AT PELICAN LANDING GOLF CLUB, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx COMMUNITIES AMENITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx COMMUNITIES HOME BUILDERS, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx GATEWAY COMMUNICATIONS SERVICES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx JYC HOLDINGS, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx MARBELLA AT PELICAN BAY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx PELICAN LANDING GOLF RESORT VENTURES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx SARASOTA TOWER, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx TARPON COVE YACHT & RACQUET CLUB, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx TIBURON GOLF VENTURES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WCI ARCHITECTURE & LAND PLANNING, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WATERMARK REALTY REFERRAL, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WCI COMMUNITIES PROPERTY MANAGEMENT, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WCI GOLF GROUP, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WCI REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx BAY COLONY REALTY ASSOCIATES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx BAY COLONY OF NAPLES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx CORAL RIDGE COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx CORAL RIDGE PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx CORAL RIDGE REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx CORAL RIDGE REALTY SALES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx FLORIDA NATIONAL PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx GATEWAY COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx GATEWAY REALTY SALES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx HERON BAY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx HERON BAY GOLF COURSE PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx PELICAN BAY PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx PELICAN LANDING COMMUNITIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx PELICAN LANDING PROPERTIES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx PELICAN MARSH PROPERTIES, INC. By: /s/ Xxxes D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx TARPON COVE REALTY, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx WCI HOMES, INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx COMMUNITIES FINANCE COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ James D. Cullen -------------------------------------- Name: Xxxxxxx X. Xxxxxxx James D. Cullen Title: Chief Financial Officer CITIBANKVice Prxxxxxxx FLORIDA DESIGN COMMUNITIES, N.A., INC. By: /s/ James D. Cullen -------------------------------------- Name: James D. Cullen Title: Vice Prxxxxxxx THE BANK OF NEW YORK as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Paul Schmalzel ------------------------------------ Name: Xxxxx Xxxxxxxxxx Paul Schmalzel Title: Vice President Prexxxxxx EXHIBIT A [Face Insert the Global Note Legend, if applicable pursuant to the provisions of Notethe Indenture] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [FACE OF 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] ================================================================================ CUSIP No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COISIN No., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29December 19, 2004 SIGNATURES DRESSER-RAND GROUP 2002 BALL CORPORATION By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Xxxxxx Xxxx Xxxxxxxnt, Administration and Corporate Secretary BALL AEROSPACE & TECHNOLOGIES CORP. By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Xxxx Xxxxxxxxx BALL METAL BEVERAGE CONTAINER CORP. By: /s/ David A. Westerlund ---------------------------------- Name: David A. Westerlund Title: Vxxx Xxxxxxxxx BALL METAL FOOD CONTAINER CORP. By: /s/ Scott C. Morrison ---------------------------------- Name: Scott C. Morrison Title: Vixx Xxxxxxxxx xxx Treasurer BALL METAL PACKAGING SALES CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL PACKAGING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL PLASTIC CONTAINER CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BALL TECHNOLOGIES HOLDING CORP. By: /s/ Scott C. Morrison --------------------------------- Name: Scott C. Morrison Title: Vicx Xxxxxxxxx xxx Xreasurer BG HOLDINGS I, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND LLC Vicx Xxxxxxxxx xxx Xreasurer BG HOLDINGS II, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND POWER LLC Vicx Xxxxxxxxx xxx Xreasurer EFRATOM HOLDING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ------------------------------- Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSER-RAND COMPANY Vicx Xxxxxxxxx xxx Xreasurer LATAS DE ALUMINIO BALL, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Scott C. Morrison ------------------------------ Name: Xxxxxxx X. Xxxxxxx Scott C. Morrison Title: Chief Financial Officer DRESSERVicx Xxxxxxxxx xxx Xreasurer BALL PAN-RAND GLOBAL SERVICESEUROPEAN HOLDINGS, LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Charles E. Baker ------------------------------ Name: Xxxxxxx X. Xxxxxxx Charles E. Baker Title: Chief Financial Officer CITIBANK, N.A.Assixxxxx Xxxxxxxxx THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Van K. Brown ------------------------------ Name: Xxxxx Xxxxxxxxxx Van K Brown Title: Vice President Presxxxxx EXHIBIT A [(Face of Note) ------------------------------------------------------------------------------ [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 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[Insert the Private Placement Legend, 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 INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, (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 COMPANYif applicable pursuant to the provisions of the Indenture] CUSIP/CINS 058498AE6 6?% Senior Notes due 2012 No. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ___ $_________ BALL CORPORATION promises to pay to 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)or registered assigns, ANY TRANSFERthe principal sum of ________________________________________________________ Dollars on December 15, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO2012., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. 60 68 SIGNATURES Dated as of October 29July 27, 2004 SIGNATURES DRESSER1998 WINDMERE-RAND GROUP DURABLE HOLDINGS, INC. By: /s/ Xxxxxxx Harrx X. Xxxxxxx ------------------------------------- Xxxxxxxx BY:____________________________________ Name: Xxxxxxx Harrx X. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC HOUSEHOLD PRODUCTS, INC., as Guarantor /s/ Cindx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :____________________________________ Name: Cindx Xxxxxxx Title: Treasurer HP DELAWARE, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer HP AMERICAS, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer HPG LLC, as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer HP INTELLECTUAL CORP., as Guarantor 69 /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer WINDMERE HOLDINGS CORPORATION, as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary WINDMERE HOLDINGS CORPORATION II, as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary WINDMERE INNOVATIVE PET PRODUCTS, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer EDI MASTERS, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Assistant Vice President WINDMERE CORPORATION, as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer 70 BAY BOOKS AND TAPES, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary JERDON PRODUCTS, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary FORTUNE PRODUCTS, INC. as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer CONSUMER PRODUCT AMERICAS, INC. as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary WINDMERE FAN PRODUCTS, INC. as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Treasurer WD DELAWARE, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary 71 WD DELAWARE II, INC., as Guarantor /s/ Cindx Xxxxxxx By:____________________________________ Name: Cindx Xxxxxxx Title: Secretary STATE STREET BANK AND TRUST COMPANY /s/ Laurel Meloxx-Xxxxxxxxx XX:________________________________ Name: Laurel Meloxx-Xxxxxxxxx Title: Assistant Vice President 72 EXHIBIT A (Face of Note) CUSIP/CINS 973400XX0 10% Senior Subordinated Notes due 2008 No. 1 $130,000,000 WINDMERE-DURABLE HOLDINGS, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of One Hundred Thirty Million Dollars ($130,000,000) on July 31, 2008. Interest Payment Dates: January 31, and July 31. Record Dates: January 15, and July 15. DATED: July 27, 1998 WINDMERE-DURABLE HOLDINGS, INC. BY: ----------------------------------- Name: Davix X. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer BY: ----------------------------------- Name: Harrx X. Xxxxxxxx Title: Chief Financial Officer DRESSERThis is one of the Global Notes referred to in the within-RAND POWER LLC Bymentioned Indenture: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face A-1 73 (Back of Note] ) 10% Senior Subordinated Notes due 2008 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 (1I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 2.07 OF THE INDENTURE, (2II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANYWINDMERE-DURABLE HOLDINGS, INC. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COCapitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29August 11, 2004 SIGNATURES DRESSER-RAND GROUP 1997 B&G FOODS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND LLC President BGH HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC President RWBV ACQUISITION CORP. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND President BRH HOLDINGS, INC. By: /s/ Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxx Title: President XXXXX & XXXXXXXXXXXX, INC. By: /s/ Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxx Title: President 77 ROSELAND DISTRIBUTION COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESPresident XXXXX & XXXXXX, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx Title: President ROSELAND MANUFACTURING, INC. By: /s/ Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxx Title: President RWBV BRANDS COMPANY By: /s/ Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxx Title: President THE BANK OF NEW YORK By: /s/ Xxxxxx Xxxxxx ------------------------------------------- Name: Xxxxxx Xxxxxx Title: Vice President EXHIBIT A [A-1 (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================================================================================ CUSIP/CINS ____________ No. $ --- ------------- B&G FOODS, 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 COMPANYINC. 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promises to pay to 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)Co. ------------------------ or registered assigns, ANY TRANSFERthe principal sum of ------------------------ Dollars on August 1, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO2007., 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

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. Dated as of October 29February 4, 2004 SIGNATURES DRESSER-RAND GROUP CARMIKE CINEMAS, INC. By: /s/ Xxxxxxx X. Xxxxxxx Martin A. Durant --------------------------------------- Name: Martin A. Durant Title: Senior Vicx Xxxxxxxxx - Xxnance, Treasurer and Chief Financial Officer EASTWYNN THEATRES, INC. By : /s/ Martin A. Durant ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Martin A. Durant Title: Senior Vicx Xxxxxxxxx - Xxnance, Treasurer and Chief Financial Officer DRESSER-RAND LLC WOODEN NICKEL PUB, INC. By: /s/ Xxxxxxx X. Xxxxxxx Martin A. Durant ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Martin A. Durant Title: Senior Vicx Xxxxxxxxx - Xxnance, Treasurer and Chief Financial Officer DRESSER-RAND POWER LLC MILITARY SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Martin A. Durant ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Martin A. Durant Title: Senior Vicx Xxxxxxxxx - Xxnance, Treasurer and Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESWELLS FARGO BANK MINNESOTA, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.NATIONAL XXSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Joseph P. O'Donnell --------------------------------- Name: Xxxxx Xxxxxxxxxx Joseph P. O'Donnell Title: Vice President Xxxxxxxxx Xxxxx Xxxicer 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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-------------------------------------------------------------------------------- CUSIP/CINS ____________

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 Dated as of October 29December 17, 2004 SIGNATURES DRESSER-RAND GROUP 2003 VIASYSTEMS, INC. By: /s/ Xxxxxxx XXXXX X. Xxxxxxx ------------------------------------- XXXXXXX -------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Senior VP and Secretary VIASYSTEMS INTERNATIONAL, INC. VIASYSTEMS MILWAUKEE, INC. VIASYSTEMS TECHNOLOGIES CORP. LLC By: Viasystems, Inc. as sole member WIRE HARNESS INDUSTRIES, INC. WIREKRAFT INDUSTRIES, LLC By: Viasystems International, Inc. as sole member By: /s/ Xxxxxxx XXXXX X. Xxxxxxx ------------------------------------- XXXXXXX -------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Senior VP and Secretary THE BANK OF NEW YORK By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx ------------------------------------- XXXXXXXXXX -------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY ================================================================================ CUSIP/CINS ____________ 10.50% Senior Subordinated Notes due 2011 No. ___ $____________ VIASYSTEMS, INC. promises to pay to [________] or registered assigns, the principal sum of ___________________________________________________ DOLLARS on _____________, 20___. Interest Payment Dates:____________ and ____________ Record Dates: ____________ and ____________ Dated: _______________, 200_ VIASYSTEMS, INC. By:_____________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT BANK OF THE BENEFICIAL OWNERS HEREOFNEW YORK, 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 INDENTUREas Trustee By:_______________________________________ Authorized Signatory ================================================================================ A1-1 [Back of Note] 10.50% Senior Subordinated Notes due 2011 [Insert the Global Note Legend, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & COif applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] SIGNATURES Dated as of October 29March 31, 2004 SIGNATURES DRESSER-RAND GROUP 1998 AMSC ACQUISITION COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC AMERICAN MOBILE SATELLITE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC AMERICAN MOBILE SATELLITE SALES CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND AMSC SALES CORPORATION LTD. By: --------------------------------- Name: Title: AMSC SUBSIDIARY CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) XXXXX COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESMOTOROLA XXXXX, LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKMOTOROLA XXXXX ACQUISITION, N.A., as Trustee INC. By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- --------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President XXXXX HOLDING COMPANY By: --------------------------------- Name: Title: RADIO DATA NETWORK HOLDING CORPORATION By: --------------------------------- Name: Title: Indenture signature page(s) STATE STREET BANK AND TRUST COMPANY By: --------------------------------- Name: Title: Indenture signature page(s) EXHIBIT A [A1 (Face of Note] THIS ) [INSERT THE 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 HEREOFLEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.06 THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART IF APPLICABLE PURSUANT TO SECTION 2.06(a) THE PROVISIONS OF THE INDENTURE] CUSIP/CINS 00000XXX0 12 1/4% [Series A] [Series B] Senior Notes due 2008 No. $ AMSC ACQUISITION COMPANY, (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 COMPANYINC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORMpromises to pay to ______________ or registered assigns, 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 XXXXX XXXXXXthe principal sum of _______________ Dollars on April 1, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2008., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29[The next page is the signature page] SIGNATURES Issuer AMF BOWLING WORLDWIDE, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Xxxxxx, Senior Vice President, Chief Financial Officer DRESSER-RAND LLC and Treasurer Subsidiary Guarantors AMF BOWLING CENTERS HOLDINGS INC. By: /s/ Xxxxxxx ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC Xxxxxx, President, Assistant Secretary and Treasurer AMF WORLDWIDE BOWLING CENTERS HOLDINGS INC. By: /s/ Xxxxxxx ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxxx ------------------------------------- NameXxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING PRODUCTS, INC. By: Xxxxxxx ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxxx TitleXxxxxx, Senior Vice President, Assistant Secretary and Treasurer AMF BOWLING CENTERS, INC. By: Chief Financial Officer DRESSER------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMERICAN RECREATION CENTERS, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BEVERAGE COMPANY OF OREGON, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BEVERAGE COMPANY OF X.XX., INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer XXXX RIVER CORPORATION By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer 300, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, Authorized Agent XXXX XXXXX LENEXA, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING CENTERS (AUST.) INTERNATIONAL INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING CENTERS INTERNATIONAL INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, Vice President, Assistant Secretary and Treasurer AMF BOWLING MEXICO HOLDING, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer BOLICHES AMF, INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING CENTERS (HONG KONG) INTERNATIONAL INC. By: ------------------------------------------------ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer XXXXXXX XXXXXX GOLF COMPANY, INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer MJG - X'XXXX, INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BCO-RAND UK ONE, INC. By _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BCO-UK TWO, INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BCO-FRANCE ONE, INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BCO-FRANCE TWO, INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING HOLDINGS INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer AMF BOWLING CENTERS SPAIN INC. By: _________________________________ Xxxxxxxxxxx X. Xxxxxx, President, Assistant Secretary and Treasurer WILMINGTON TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSERSCHEDULE A SUBSIDIARY GUARANTORS AMF Bowling Products, Inc. AMF Bowling Centers Holdings Inc. AMF Bowling Holdings Inc. AMF Worldwide Bowling Centers Holdings Inc. American Recreation Centers, Inc. AMF Bowling Centers, Inc. AMF Beverage Company of Oregon, Inc. AMF Beverage Company of W. VA., Inc. Xxxx Xxxxx Lenexa, Inc. 300, Inc. Xxxx River Corporation Xxxxxxx Xxxxxx Golf Company, Inc. MJG-RAND GLOBAL SERVICESX'Xxxx, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKInc. AMF Bowling Centers (Aust) International Inc. AMF Bowling Centers (Hong Kong) International Inc. AMF Bowling Centers International Inc. AMF Bowling Mexico Holding, N.A.Inc. Boliches AMF, Inc. AMF BCO-UK One, Inc. AMF BCO-UK Two, Inc. AMF BCO-France One, Inc. AMF BCO-France Two, Inc. AMF Bowling Centers Spain Inc. EXHIBIT A (Face of Senior Subordinated Note) This Note has not been registered under the United States Securities Act of 1933, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY amended (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (the "XXXSecurities Act"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERand this Note may not be offered, EXCHANGE OR PAYMENTsold, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COpledged or otherwise transferred except pursuant to an effective registration statement or in accordance with an applicable exemption from the registration requirements of the Securities Act (subject to the delivery of such evidence, if any, required under the indenture pursuant to which this Note is issued) and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.1 13.00% Senior Subordinated Note due 2008 No. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO__ $____________________ CUSIP NO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)030985 AG 0 AMF BOWLING WORLDWIDE, ANY TRANSFERINC. promises to pay to _________, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFor registered assigns, CEDE & COthe principal sum of $____________ Dollars on August 28, 2008. Interest Payment Dates: February 28 and August 28., 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

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. Dated as of October 29May 7, 2004 SIGNATURES DRESSER-RAND GROUP INC. By: /s/ Xxxxxxx 2003 CORRECTIONS CORPORATION XX XXXXXXX Xx /x/ Xxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx ------------------------------- Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND Xxxxxxxxx Xxxxxxr GUARANTORS: CCA OF TENNESSEE, INC. PRISON REALTY MANAGEMENT, INC. TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. CCA INTERNATIONAL, INC. CCA PROPERTIES OF AMERICA, LLC By: CCA PROPERTIES OF ARIZONA, LLC CCA PROPERTIES OF TENNESSEE, LLC By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- John D. Ferguson ------------------------------ Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND POWER LLC By: Xxxxxxxxx Xxxxxxr CCA PROPERTIES OF TEXAS, L.P. By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- John D. Ferguson ------------------------------- Name: Xxxxxxx X. Xxxxxxx John D. Ferguson Title: Chief Financial Officer DRESSER-RAND COMPANY By: Xxxxxxxxx Xxxxxxr, CCA Properties of America, LLC, as General Partner Transcor America LLC By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Todd J. Mullenger ------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Todd J. Mullenger Title: Vice President Xxxxxxxxx, Xxxxxxrer RONALD LEE SUTTLES TRI-COUNTY XXXXXXXXXXX, XXX. By /s/ Todd J. Mullenger ----------------------------- Name: Todd J. Mullenger Title: Vice Xxxxxxxxx, Xxxxxxrer each as a Guarantor Indenture Signature page TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By /s/ Patrick E. Thebado ------------------------------- Name: Patrick E. Thebado Title: Vice Xxxxxxxxx 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THENote CUSIP 22025YAD2

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 shall in no way modify or restrict any of the terms or provisions hereof. 72 Dated as of October 29January 28, 2004 SIGNATURES DRESSER-RAND GROUP INC. 2003 XM Satellite Radio Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx --------------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary Attest: /s/ Xxxxxx X. Xxxxxxxxx --------------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DRESSER-RAND LLC Dated as of January 28, 2003 XM Satellite Radio Holdings Inc., as Parent Guarantor By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx --------------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary Attest: /s/ Xxxxxx X. Xxxxxxxxx --------------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DRESSER-RAND POWER LLC Dated as of January 28, 2003 XM Equipment Leasing LLC, as Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- Xxxxxxxxx --------------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary Attest: /s/ Xxxxxx X. Xxxxxxxxx --------------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DRESSER-RAND COMPANY The Bank of New York By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxx Xxxxxxxx --------------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Title: Vice President EXHIBIT A Attest: /s/ Xxxxxxx Xxxxxx --------------------------------------------- Name: Xxxxxxx Xxxxxx Title: Vice President Authorized Signatory Date: January 28, 2003 [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 PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE BENEFICIAL OWNERS HEREOFINTERNAL REVENUE CODE OF 1986, AS AMENDED, 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 RULES 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 FORMREGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; YOU 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 XXXXX XXXXXX, XXX CONTACT XXXXXXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION TREASURER 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 & COXM SATELLITE RADIO INC., HAS AN INTEREST HEREINAT 0000 XXXXXXXXX XXXXX, X.X., XXXXXXXXXX, X.X. 00000, TELEPHONE NUMBER: (000) 000-0000, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933CUSIP/CINS 98375Y AG 1 14% Senior Secured Discount Notes due 2009 No. 1 $____________ XM SATELLITE RADIO INC. promises to pay to _____________________________________________________________ or registered assigns, AS AMENDED (THE "SECURITIES ACT")the principal sum of ___________________________________________________________ Dollars on December 31, 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 THE2009.

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. Dated as of October 29August 20, 2004 SIGNATURES DRESSER-RAND GROUP 2003 HAIGHTS CROSS OPERATING COMPANY By: /s/ Xxxx X. Xxxxxx ------------------------------------- Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer HAIGHTS CROSS COMMUNICATIONS, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer DRESSER-RAND SUNDANCE/NEWBRIDGE EDUCATIONAL PUBLISHING, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER CHELSEA HOUSE PUBLISHERS, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESRECORDED XXXXX, XXX TRIUMPH LEARNING, LLC OAKSTONE PUBLISHING, LLC THE CORIOLIS GROUP, LLC By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------ Xxxxxx ------------------------------------- Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: Chief Financial Officer CITIBANKVice President XX XXXXX LIMITED By: /s/ XXXXXX XXXXX ------------------------------------- Name: XXXXXX XXXXX Title: COMPANY SECRETARY. XXXXX FARGO BANK MINNESOTA, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Xxxxxx X. X'Xxxxxxx ------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx X. X'Xxxxxxx Title: Vice President Corporate Trust Officer Indenture EXHIBIT A A1 [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================================================================================ CUSIP/CINS____________ 11 3/4% Senior Notes due 2011 No._________ $____________ HAIGHTS CROSS OPERATING COMPANY promises to pay to_______________ or registered assigns, 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 INDENTUREthe principal sum of___________________________________________________ DOLLARS on August 15, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2011., 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

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] 76 SIGNATURES Dated as of October 29March 26, 2004 SIGNATURES DRESSER-RAND GROUP 2002 XXX XXXXXXXX CORPORATION By: --------------------------------------- Name: Title: XXX XXXXXXXX HOLDINGS INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND ONE THOUSAND REALTY & INVESTMENT COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- --------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESH&S GRAPHICS, LLC INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ --------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKPREFACE, N.A.INC. By: --------------------------------------- Name: Title: PRECISION OFFSET PRINTING COMPANY, INC. By: --------------------------------------- Name: Title: 77 U.S. BANK NATIONAL ASSOCIATION By: --------------------------------------- Name: Title: SCHEDULE I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under the Indenture as of the date of the Indenture: XXX XXXXXXXX HOLDINGS, INC. ONE THOUSAND REALTY & INVESTMENT COMPANY H&S GRAPHICS, INC. PREFACE, INC. PRECISION OFFSET PRINTING COMPANY, INC. EXHIBIT A1 [Face of Note] CUSIP/CINS ____________ 10 1/4% Senior Notes due 2009 No. ___ $____________ XXX XXXXXXXX CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of____________________________________________________________ Dollars on March 15, 2009. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and March 1 Dated: March 26, 2002 XXX XXXXXXXX CORPORATION By: --------------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A --------------------------------- Authorized Signatory A1-1 [Face Back of Note] THIS 10 1/4% Senior Notes due 2009 [INSERT THE 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 HEREOFLEGEND, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED IF APPLICABLE PURSUANT TO SECTION 2.06 THE PROVISIONS OF THE INDENTURE] [INSERT THE PRIVATE PLACEMENT LEGEND, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART IF APPLICABLE PURSUANT TO SECTION 2.06(a) THE PROVISIONS 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated., 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

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 shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 89 105 SIGNATURES Dated as of October 29March 30, 2004 SIGNATURES DRESSER-RAND GROUP 1998 Very truly yours, APCOA, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND LLC President TOWER PARKING, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND POWER LLC President GRAELIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND COMPANY Vice President 106 APCOA CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC President By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ W. Sxxxxxx Xx. -------------------------------------- Name: Xxxxxxx X. Xxxxxxx G. Waltxx Xxxxxxx, Xx. Title: Chief Financial Officer CITIBANKPresident METROPOLITAN PARKING SYSTEM, N.A.INC. By: /s/ W. Sxxxxxx Xx. -------------------------------------- Name: G. Waltxx Xxxxxxx, Xx. Title: Vice President EVENTS PARKING, INC. By: /s/ W. Sxxxxxx Xx. -------------------------------------- Name: G. Waltxx Xxxxxxx, Xx. Title: Vice President 2 107 STANDARD PARKING, L.P. By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION, IL By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING CORPORATION, MW By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD AUTO PARK By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD/WABASH PARKING CORPORATION By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT STANDARD PARKING OF CANADA, L.P. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING CORPORATION, GENERAL PARTNER OF STANDARD PARKING OF CANADA, L.P. STANDARD PARKING I, L.L.C. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING, MANAGING MEMBER OF STANDARD PARKING I, L.L.C. 4 109 STANDARD PARKING II, L.L.C. By: STANDARD PARKING CORPORATION, its Managing Partner By: /s/ Myrox X. Xxxxxxxxx -------------------------------------- Name: MYROX X. XXXXXXXXX Title: PRESIDENT OF STANDARD PARKING, MANAGING MEMBER OF STANDARD PARKING II, L.L.C. STATE STREET BANK AND TRUST COMPANY as Trustee By: -------------------------------- Name: MICHXXX X. XXXXXXX Title: VICE PRESIDENT 5 110 EXHIBIT A (Face of Senior Subordinated Note) 9 1/4% Senior Subordinated Notes due 2008 No.____ $____________________ CUSIP NO.00185 WAA4 APCOA, Inc. promises to pay to ___________________ or registered assigns, the principal sum of___________ Dollars on March 15, 2008. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and March 15 APCOA, INC. By: ____________________________ Name: Title: This is one of the Senior Subordinated Notes referred to in the within-mentioned Indenture: Dated: ____________ STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A __________________________ (Back of Senior Subordinated Note) 9 1/4% Senior Subordinated Notes due 2008 [Face Unless and until it is exchanged in whole or in part for Senior Subordinated Notes in definitive form, this Senior Subordinated Note may not be transferred except as a whole by the Depositary to a nominee 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 COMPANYthe 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 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 Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 XXXXX XXXXXXWatex Xxxxxx, XXX XXXX, XXX XXXX) ("XXX"), 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 THE000

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 shall in no way modify or restrict any of the terms or provisions hereof. 109 SIGNATURES Dated as of October 29November 14, 2004 SIGNATURES DRESSER-RAND GROUP 1997 LAS VEGAS SANDS, INC. By: /s/ Xxxxxxx X. X. Xxxxxxx ------------------------------------- -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND President VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, Inc. -------------------------------------- As Managing Member By: /s/ Xxxxxxx X. X. Xxxxxxx ------------------------------------- -------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER President MALL INTERMEDIATE HOLDING COMPANY, LLC By: Venetian Casino Resort, LLC -------------------------------------- As Sole Member By: Las Vegas Sands, Inc. --------------------------------- As Managing Member By: /s/ Xxxxxxx X. X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY President GRAND CANAL SHOPS MALL CONSTRUCTION, LLC By: Venetian Casino Resort, LLC -------------------------------------- As Sole Member By: Las Vegas Sands, Inc. --------------------------------- As Managing Member By: /s/ Xxxxxxx X. X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESPresident LIDO INTERMEDIATE HOLDING COMPANY, LLC By: Venetian Casino Resort, LLC ------------------------------------- As Managing Member By: Las Vegas Sands, Inc. --------------------------------- As Managing Member By: /s/ Xxxxxxx X. X. Xxxxxxx ------------------------------------ ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKPresident Dated as of November 14, N.A., 1997 FIRST TRUST NATIONAL ASSOCIATION as Mortgage Note Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- X. Xxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Assistant Vice President 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 THEPresident

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 2915, 2004 SIGNATURES DRESSER-RAND GROUP 1997 AMERISERVE FOOD DISTRIBUTION, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC AMERISERV FOOD COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC CHICAGO CONSOLIDATED CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND NORTHLAND TRANSPORTATION SERVICES, INC. By:_________________________________ Name: Title: THE HARRX X. XXXT COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- :_________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESDELTA TRANSPORTATION, LLC LTD. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ :_________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK72 AMERISERVE TRANSPORTATION, N.A.INC. By:_________________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- :_________________________________ Name: Xxxxx Xxxxxxxxxx Title: Vice President 73 EXHIBIT A [(Face of Senior Note] THIS GLOBAL NOTE IS HELD BY ) 87/8% Senior Notes due 2006 No.___ $_______________ CUSIP NO. 03070XXX0 AMERISERVE FOOD DISTRIBUTION, INC. promises to pay to _________________ or registered assigns, the principal sum of ___________ Dollars on October 15, 2006. Interest Payment Dates: October 15 and April 15 Record Dates: October 1 and April 1 AMERISERVE FOOD DISTRIBUTION, INC. By:______________________________ Name: Title: This is one of the Senior Notes referred to in the within-mentioned Indenture: Dated:___________ STATE STREET BANK AND TRUST COMPANY, as Trustee By:__________________________________ [THE DEPOSITARY SECURITY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON A TRANSACTION EXEMPT FROM REGISTRATION 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 XXXXX XXXXXX, SECTXXX 0 XX XXX XXXX, XXX XXXX) ("XXX"), 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 XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD WITHIN OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO, OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN OF THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS COMPANY THAT (A) IT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (Bb) IT IS NOT IN A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (2c) AGREES THAT IT WILL NOT, PRIOR OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE EXPIRATION REQUIREMENTS OF RULE 904 OF THE HOLDING PERIOD APPLICABLE SECURITIES ACT, (d) TO SALES AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR"), THAT PRIOR TO SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND, IN THE CASE OF CLAUSE (b), (c), (d) or (e), BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY SUCCESSOR PROVISION)OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) TO THEABOVE.]2 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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. Dated as of October 29April 9, 2004 SIGNATURES DRESSER-RAND GROUP 2002 ICON HEALTH & FITNESS COMPANY, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxx ------------------------------------- Xxxxxxxx ------------------------ Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC Sec. JUMPKING, INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. UNIVERSAL TECHNICAL SERVICES By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. ICON INTERNATIONAL HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. ICON IP, Inc. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. FREE MOTION FITNESS, INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. NORDICTRACK, INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. 510152 N.B. LTD. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. ICON DU CANADA INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. THE BANK OF NEW YORK By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President Schedule I SCHEDULE OF GUARANTORS The following schedule lists each Guarantor under this Indenture as of the date of this Indenture: Jumpking, Inc., a Utah corporation Universal Technical Services, a Utah corporation ICON International Holdings, Inc., a Delaware corporation ICON IP, Inc., a Delaware corporation Free Motion Fitness, a Utah corporation NordicTrack, Inc., a Utah corporation 510152 N.B. Ltd., a New Brunswick corporation ICON du Canada Inc., a Quebec corporation EXHIBIT A A1 [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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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================================================================================ CUSIP/CINS ____________

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] 90 SIGNATURES Dated as of October 29April 30, 2004 SIGNATURES DRESSER-RAND GROUP iPCS ESCROW COMPANY By: /s/ Xxxxxxx X. Xxxxx ---------------------- Name: Xxxxxxx X. Xxxxx Title: President, Chief Executive Officer and Secretary iPCS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx ---------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Restructuring Officer DRESSER-RAND LLC and Secretary iPCS EQUIPMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx ---------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Restructuring Officer DRESSER-RAND POWER LLC and Secretary iPCS WIRELESS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Xxxxx ---------------------- Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Restructuring Officer DRESSER-RAND COMPANY and Secretary Dated as of April 30, 2004 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx Cauna X. Xxxxxxx ------------------------------------- Xxxxx ------------------- Name: Xxxxxxx Cauna X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [Face FACE OF NOTE] CUSIP/CINS ____________ 11 1/2% Senior Notes due 2012 No. ___ $____________ iPCS ESCROW COMPANY promises to pay to [______________] or registered assigns, the principal sum 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__________________________________________________________ DOLLARS on May 1, 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 INDENTURE2012. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: _______________, (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 200_ iPCS ESCROW COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 By: ----------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: 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 THEBANK NATIONAL ASSOCIATION as Trustee By: ----------------------------------- Authorized Signatory A-1

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 shall in no way modify or restrict any of the terms or provisions hereof. [Indenture signature pages(s) follow] [Indenture signature pages(s)] Dated as of October 29December 18, 2004 SIGNATURES DRESSER-RAND GROUP INC. 1997 Sealy Mattress Company By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx ------------------------------------- XXXXXX _________________________________ Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Xxxxxx Title: Vice President EXHIBIT A [Face & Treasurer Guarantors: Sealy Corporation By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Sealy Mattress Company of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY Puerto Rico By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Ohio-Sealy Mattress Manufacturing Co., Inc. (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTEXxxxxxxx) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOFBy: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Ohio-Sealy Mattress Manufacturing Co. - Ft. Worth By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Ohio-Sealy Mattress Manufacturing Co. By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Ohio-Sealy Mattress Manufacturing Co.- Houston By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Sealy Mattress Company of Michigan, 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 INDENTUREInc. By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Sealy Mattress Company of Kansas City, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTUREInc. By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & Treasurer Sealy of Maryland and Virginia, (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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE Inc. By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE Treasurer Sealy Mattress Company of Illinois By: /s/ XXXXXX X. XXXXXX _________________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President & 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 THETreasurer

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 shall in no way modify or restrict any of the terms or provisions hereof. SIGNATURES Dated as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP 1999 US UNWIRED INC. ByBy:/s/ Xxxxxx Xxxxx ---------------------------------- Name: Xxxxxx Xxxxx Title: President Attest: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ----------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Secretary LOUISIANA UNWIRED, LLC ByBy:/s/ Xxxxxx Xxxxx ------------------------------------ Name: Xxxxxx Xxxxx Title: Manager Attest: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx ------------------------------------- ---------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND POWER LLC By: /s/ Xxxxxxx X. Xxxxxxx Assistant Manager UNWIRED TELECOM CORP. By:/s/ Xxxxxx Xxxxx ------------------------------------- Name: Xxxxxx Xxxxx Title: President Attest: /s/ Xxxxxx X. Xxxxxxx __________________________________ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND Secretary STATE STREET BANK AND TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Laurel Melody - Xxxxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Laurel Xxxxxx Xxxxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC ByAssistant Vice President Attest: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Nameillegible signature __________________________________ Authorized Signatory Date: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANKOctober 29, N.A., as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxxxx Title: Vice President 1999 EXHIBIT A A1 [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 PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE BENEFICIAL OWNERS HEREOFINTERNAL REVENUE CODE OF 1986, 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 FORMAMENDED, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 HEREOFSECURITY, THE HOLDER (ISSUE PRICE IS $523.06, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,145.69, THE ISSUE DATE IS OCTOBER 29, 1999 AND THE YIELD TO MATURITY IS 13 3/8% PER ANNUM. CUSIP/CINS 00000XXX0 13/3/8/% Series A Senior Subordinated Discount Notes due 2009 No. 1 $399,840,000 US UNWIRED INC. promises to pay to Cede & Co. or registered assigns, the principal sum of Three Hundred Ninety-Nine Million Eight Hundred Forty Thousand Dollars on November 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 THE2009.

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 shall in no way modify or restrict any of the terms or provisions hereof. Dated as of October 29SIGNATURES DATED AS OF OCTOBER 17, 2004 SIGNATURES DRESSER-RAND GROUP 1997 UNICCO SERVICE COMPANY BY: /s/ GEORXX X. XXXXXX ------------------------------- Name: GEORXX X. XXXXXX Title: CFO AND TREASURER UNICCO FINANCE CORP. BY: /s/ GEORXX X. XXXXXX ------------------------------- Name: GEORXX X. XXXXXX Title: TREASURER USC, INC. ByBY: /s/ Xxxxxxx GEORXX X. Xxxxxxx ------------------------------------- XXXXXX ------------------------------- Name: Xxxxxxx GEORXX X. Xxxxxxx XXXXXX Title: Chief Financial Officer DRESSER-RAND LLC ByTREASURER UNICCO GOVERNMENT SERVICES, INC. BY: /s/ Xxxxxxx GEORXX X. Xxxxxxx ------------------------------------- XXXXXX ------------------------------- Name: Xxxxxxx GEORXX X. Xxxxxxx XXXXXX Title: Chief Financial Officer DRESSER-RAND POWER LLC ByTREASURER UNICCO SECURITY SERVICES, INC. BY: /s/ Xxxxxxx GEORXX X. Xxxxxxx ------------------------------------- XXXXXX ------------------------------- Name: Xxxxxxx GEORXX X. Xxxxxxx XXXXXX Title: Chief Financial Officer DRESSER-RAND COMPANY By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CITIBANK, N.A.AUTHORIZED SIGNATORY STATE STREET BANK AND TRUST COMPANY, as Trustee ByBY: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ANDRXX X. XXXXXXX --------------------------------- Name: Xxxxx Xxxxxxxxxx ANDRXX X. XXXXXXX Title: Vice President EXHIBIT A [Face ASSISTANT VICE PRESIDENT CUSIP/CINS _______________ No.____ $_____________________ UNICCO SERVICE COMPANY UNICCO FINANCE CORP. promise to pay to ____________________________________________________ or registered assigns, the principal sum 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_________________________________________________ Dollars on October 15, 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 & CO2007., 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

Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table Table, and Headings 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 Indenture, and will shall in no way modify or restrict any of the terms or provisions hereofof this Indenture. Dated as of October 29, 2004 SIGNATURES DRESSER-RAND GROUP ---------- THE COMPANY: ----------- YOUNG BROADCASTING INC. Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________ Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Chief Financial Officer DRESSER-RAND LLC THE INITIAL GUARANTORS: ---------------------- YOUNG BROADCASTING OF ALBANY, INC. Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ___________________________ Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Chief Financial Officer DRESSER-RAND POWER LLC YOUNG BROADCASTING OF LANSING, INC. Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- ____________________________ Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Chief Financial Officer DRESSER-RAND COMPANY WINNEBAGO TELEVISION CORPORATION Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- _____________________________ Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Chief Financial Officer DRESSER-RAND GLOBAL SERVICESYOUNG BROADCASTING OF NASHVILLE, LLC INC. Attest: By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ______________________________ Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Chief Financial Officer CITIBANKYBT, N.A.INC. Attest: By: ______________________________ Name: ___________________________ Title: WKRN, G.P. By: Young Broadcasting of Nashville, Inc., Managing Partner Attest: By: __________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF LOUISIANA, INC. Attest: By: ______________________________ Name: ___________________________ Title: LAT, INC. Attest: By: ______________________________ Name: ___________________________ Title: KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., General Partner Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF RICHMOND, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF GREEN BAY, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF KNOXVILLE, INC. Attest: By: ______________________________ Name: ___________________________ Title: WATE, G.P. By: Young Broadcasting of Knoxville, Inc., Managing Partner Attest: By: __________________________ Name: ___________________________ Title: YBK, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF XXXXXXXXX, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF SIOUX FALLS, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF RAPID CITY, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF LOS ANGELES, INC. Attest: By: ______________________________ Name: ___________________________ Title: YOUNG BROADCASTING OF SAN FRANCISCO, INC. Attest: By: ______________________________ Name: ___________________________ Title: FIDELITY TELEVISION, INC. Attest: By: ______________________________ Name: ___________________________ Title: HONEY BUCKET FILMS, INC. Attest: By: ______________________________ Name: ___________________________ Title: XXXX XXXXX INC. Attest: By: ______________________________ Name: ___________________________ Title: FIRST UNION NATIONAL BANK, as Trustee By: /s/ Xxxxx Xxxxxxxxxx ---------------------------------- ______________________________ Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A-1 ----------- [FORM OF SERIES A [Face of NoteNOTE] 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("XXX"), 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND 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 SENTENCEBELOW. 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 AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACTTRANSACTION, (2) AGREES THAT IT WILL NOTNOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO YOUNG BROADCASTING INC. (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) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE EXPIRATION OF TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE HOLDING PERIOD APPLICABLE TO SALES RESTRICTIONS ON TRANSFER OF THIS NOTE SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144(k) 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISIONIF AVAILABLE), RESELL OR OTHERWISE (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE EXCEPT SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE OR TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U. S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (AFace of Note) TO THEYOUNG BROADCASTING INC. 10% Senior Subordinated Note due 2011 No. _______________ $_____________ CUSIP No.___________ Young Broadcasting Inc., a Delaware corporation (hereinafter called the "Company," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________ or registered assigns, the principal sum of _______________________ Dollars on March 1, 2011.