SUBSCRIPTION AGREEMENTSubscription Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made the ________ day of _________, 2005 by and between Dresser-Rand Group Inc., a Delaware corporation (the "Corporation"), and _____________________, who currently is serving as a member of...Indemnification Agreement • December 9th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
EXHIBIT 3.10 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • Delaware
INDENTUREDresser-Rand Group Inc. • May 16th, 2005 • Engines & turbines • New York
Exhibit 10.23 STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of the Grant Date set forth on Schedule A hereto, between Dresser-Rand Group Inc., a Delaware corporation (the "Company"), and the grantee whose name appears on Schedule A (the...Stock Option Agreement • March 3rd, 2006 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIESCredit Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
Exhibit 10.3 AMENDMENT NO. 1 AND CONSENT TO THE CREDIT AGREEMENTCredit Agreement • June 28th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
EXHIBIT 10.6 SUPPLY AGREEMENT This SUPPLY AGREEMENT (this "Agreement") dated October 31, 2004 (the "Effective Date") is by and between Dresser-Rand Company, a New York general partnership having its principal place of business at Paul Clark Drive,...Supply Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
OFLimited Liability Company Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
] Shares Common Stock, par value $0.01 per ShareDresser-Rand Group Inc. • July 22nd, 2005 • Engines & turbines • New York
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of this 27th day of October, 2004 (the "Agreement"), by and among Vincent R. Volpe Jr. ("Executive"), Dresser-Rand Holdings, LLC, a Delaware limited liability company (the...Employment Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
Exhibit 1.1 DRESSER-RAND GROUP INC. 20,000,000 Shares Common Stock, par value $0.01 per Share Underwriting AgreementDresser-Rand Group Inc. • April 13th, 2006 • Engines & turbines • New York
RIGHTS AGREEMENT between DRESSER-RAND GROUP INC., and COMPUTERSHARE INC, as Rights Agent, Dated as of September 22, 2014Rights Agreement • September 23rd, 2014 • Dresser-Rand Group Inc. • Engines & turbines • New York
RIGHTS AGREEMENT, dated as of September 22, 2014 (this “Agreement”), between Dresser-Rand Group Inc., a Delaware corporation (the “Company”), and Computershare Inc, a Delaware corporation as Rights Agent (the “Rights Agent”).
Shares Common Stock, par value $0.01 per ShareDresser-Rand Group Inc. • July 18th, 2005 • Engines & turbines • New York
EXHIBIT 3.8 SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT This SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of October 29, 2004 between Dresser-Rand Group Inc., a Delaware corporation ("Group"), and...Partnership Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
October 29, 2004 Morgan Stanley & Co. Incorporated Citigroup Global Markets Inc. UBS Securities LLC Bear, Stearns & Co. Inc. Natexis Bleichroeder Inc. Sovereign Securities Corporation, LLC Daiwa Securities America Inc. c/o Morgan Stanley & Co....Registration Rights Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
Exhibit 10.7 LICENSE AGREEMENT LICENSE AGREEMENT (the "Agreement") made as of this 26th day of October, 2004 (the "Effective Date") by and between Dresser, Inc. ("Dresser") and Dresser-Rand Group Inc. ("Dresser-Rand"). (Dresser and Dresser-Rand each...License Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
Exhibit 10.19 AMENDMENT NO. 2 AND CONSENT TO THE CREDIT AGREEMENT AMENDMENT NO. 1 TO THE DOMESTIC GUARANTEE AND COLLATERAL AGREEMENTCollateral Agreement • July 18th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
AGREEMENT AND PLAN OF MERGER by and among SIEMENS ENERGY, INC., DYNAMO ACQUISITION CORPORATION, and DRESSER-RAND GROUP INC. Dated as of September 21, 2014Agreement and Plan of Merger • September 23rd, 2014 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2014 (the “Agreement”), is by and among SIEMENS ENERGY, INC., a Delaware corporation (“Parent”), DYNAMO ACQUISITION CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and DRESSER-RAND GROUP INC. , a Delaware corporation (the “Company”).
Exhibit 10.25 RESTRICTED SHARE AGREEMENT This Restricted Share Agreement, dated as of the Grant Date set forth on Schedule A hereto, between Dresser-Rand Group Inc., a Delaware corporation (the "Company"), and the grantee whose name appears on...Restricted Share Agreement • March 3rd, 2006 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
Exhibit 10.8 LICENSE AGREEMENT THIS LICENSE AGREEMENT made as of this 29th day of October, 2004 ("Effective Date") by and between Dresser-Rand Company, with its principal place of business at Paul Clark Drive, Olean, NY 14760 ("Dresser- Rand"),...License Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
Exhibit 10.15 MANAGEMENT STOCK SUBSCRIPTION AGREEMENT This Management Stock Subscription Agreement, dated as of _________ ___, 2004 between Dresser-Rand Group Inc., a Delaware corporation, and the Employee whose name appears on the signature page...Management Stock Subscription Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines
Exhibit 10.24 PERFORMANCE STOCK OPTION AGREEMENT This Stock Option Agreement, dated as of the Grant Date set forth on Schedule A hereto, between Dresser-Rand Group Inc., a Delaware corporation (the "Company"), and the grantee whose name appears on...Performance Stock Option Agreement • March 3rd, 2006 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
REGISTRATION RIGHTS AGREEMENT Dated as of March 22, 2011 By and Among Dresser- Rand Group Inc., the Guarantors named herein and UBS SECURITIES LLC, GOLDMAN, SACHS & CO., DNB NOR MARKETS, INC., COMMERZ MARKETS LLC, and SANTANDER INVESTMENT SECURITIES...Registration Rights Agreement • March 24th, 2011 • Dresser-Rand Group Inc. • Engines & turbines • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 22, 2011, by and among Dresser-Rand Group Inc., a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS Securities LLC (the “Representative”), Goldman, Sachs & Co., DNB NOR Markets, Inc., Commerz Markets LLC and Santander Investment Securities Inc. (together with the Representative, the “Initial Purchasers”), on the other hand.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 4th, 2011 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
THIS AGREEMENT is made the day of , 20 , by and between Dresser-Rand Group Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”), who serves as [a director/an officer/an employee] of the Corporation.
RECITALSStockholder Agreement • June 28th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • Delaware
WITNESSETH:Transition Services Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
amongDomestic Guarantee and Collateral Agreement • May 16th, 2005 • Dresser-Rand Group Inc. • Engines & turbines • New York
U.S.$500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 30, 2007 Among DRESSER RAND GROUP INC., as Domestic Borrower, D-R HOLDINGS (France) S.A.S., as French Borrower, THE LENDERS PARTY HERETO, CITICORP NORTH AMERICA, INC., as...Credit Agreement • August 31st, 2007 • Dresser-Rand Group Inc. • Engines & turbines • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 30, 2007 (this “Agreement”), among DRESSER-RAND GROUP INC., a Delaware corporation (the “Domestic Borrower”), and D-R HOLDINGS (France) S.A.S., a corporation organized under the laws of France (the “French Borrower”), any Additional Foreign Borrower (as hereinafter defined) that becomes a Borrower (as hereinafter defined) pursuant to the terms thereof, the LENDERS party hereto from time to time, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”) and as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) for the Lenders, JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, each as co-syndication agent (in such capacity, a “Co-Syndication Agent”), CITIGROUP GLOBAL MARKETS INC., J
DRESSER-RAND GROUP, INC. PRO FORMA COMBINED FINANCIAL INFORMATION (Unaudited, in U.S. Dollars)Dresser-Rand Group Inc. • July 20th, 2011 • Engines & turbines
On March 3, 2011, Dresser-Rand Group Inc. (“Dresser-Rand”) and Grupo Guascor, S. L. (“Guascor”) entered into a Share Purchase Agreement (the “SPA”) pursuant to which Dresser-Rand would acquire all of the issued and outstanding capital stock of Guascor. On May 4, 2011, the acquisition of Guascor capital stock by Dresser-Rand pursuant to the SPA was consummated, at which time Guascor became a wholly-owned subsidiary of Dresser-Rand (the “Acquisition”). The Acquisition excluded the assets and liabilities of Guascor Fotón AGF, S.L. and Guascor Fotón, S.L. (together, “Fotón”), which were sold by Guascor on May 4, 2011 pursuant to the SPA. Fotón, under a limited license, develops and manufactures photovoltaic cells and systems utilizing high concentration photovoltaics with technology developed by a third party, in which Fotón has a less than 10% equity stake. The Unaudited Pro Forma Combined Financial Statements have been adjusted to exclude Fotón. The Acquisition was approved by the shareh
BetweenEquity Purchase Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
DATE] Vince Volpe USA E-Mail: vvolpe@dresser-rand.com Dear Vince, Congratulations on your upcoming multi-location assignment with Dresser-Rand Group Inc. We realize that multi-location assignments require significant commitments of time, personal...Letter Agreement • April 25th, 2013 • Dresser-Rand Group Inc. • Engines & turbines • Texas
This letter agreement (this “Agreement”) confirms (1) our mutual agreement to terminate your current International Expatriate Assignment and the related international assignment letter effective July 1, 2010 and all associated benefits, (2) your continued eligibility to receive repatriation benefits notwithstanding the termination of such assignment and (3) our mutual agreement to the terms and conditions for your multi-location assignment, which will require you to work in Dresser-Rand’s office in Paris, France in the position of President and CEO of Dresser Rand Group Inc. While working in Paris, France on this assignment and only for such period you will be seconded directly or indirectly to Dresser-Rand International, Paris Branch.
CREDIT AGREEMENT Dated as of March 15, 2011 Among DRESSER RAND GROUP INC., as Domestic Borrower, D-R HOLDINGS (France) S.A.S., as French Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN EUROPE...Credit Agreement • April 28th, 2011 • Dresser-Rand Group Inc. • Engines & turbines • New York
CREDIT AGREEMENT dated as of March 15, 2011 (this “Agreement”), is among DRESSER-RAND GROUP INC., a Delaware corporation (the “Domestic Borrower”), and D-R HOLDINGS (France) S.A.S., a corporation organized under the laws of France (the “French Borrower”), any Additional Foreign Borrower (as hereinafter defined) that becomes a Borrower (as hereinafter defined) pursuant to the terms thereof, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”) and as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) for the Lenders, J.P. MORGAN EUROPE LIMITED, as European administrative agent, (in such capacity, the “European Administrative Agent”), and BANK OF AMERICA, N.A., COMMERZBANK AG, NEW YORK AND GRAN
June 4, 2013 Vincent R. Volpe Jr. USA E-Mail: VRVolpe@dresser-rand.com Dear Vince, Congratulations on your upcoming multi-location assignment with Dresser- Rand Group Inc. We realize that multi-location assignments require significant commitments of...Dresser-Rand Group Inc. • July 25th, 2013 • Engines & turbines • Texas
This letter agreement (“Agreement”) confirms (1) our mutual agreement to terminate your current International Expatriate Assignment, effective May 31, 2013, set forth in the related international assignment letter dated effective July 1, 2010, and all associated benefits that would have accrued thereafter (including, without limitation, your goods and services allowance, schooling for your dependent(s), and tax gross-ups on those benefits that would have otherwise been made available thereunder after the termination), (2) your continued eligibility to receive repatriation benefits notwithstanding the termination of such assignment and (3) our mutual agreement to the terms and conditions for your multi-location assignment, which will require you to work in Dresser-Rand’s office in Paris, France in the position of President and CEO of Dresser Rand Group Inc. While working in Paris, France, on this assignment and only for such period you will be seconded to Dresser-Rand International, Par
FIRST AMENDMENT TO CONFIDENTIALITY, NON-COMPETE, SEVERANCE, AND CHANGE IN CONTROL AGREEMENTControl Agreement • November 7th, 2014 • Dresser-Rand Group Inc. • Engines & turbines
WHEREAS, __________ (“Executive”) and Dresser-Rand Group Inc., a Delaware corporation (“DRG”) are parties to a Confidentiality, Non-Compete, Severance and Change in Control Agreement dated as of __________ (the “Agreement”)
