Exhibit 10.20
AMENDMENT TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF DRESSER-RAND HOLDINGS, LLC
This AMENDMENT is being entered into effective as of June 24, 2005 by the
Managing Members named on the signature page hereto pursuant to Section 15.10 of
the Amended and Restated Limited Liability Company Agreement of Dresser-Rand
Holdings, LLC, dated as of October 29, 2004 (the "LLC Agreement").
NOW, THEREFORE, in consideration of the agreements and premises set forth
herein, and intending to be legally bound, it is hereby agreed as follows:
1. Amendments
(a) Section 9.6 of Article IX of the LLC Agreement is hereby amended by
replacing the word "make" in the second line of such section with the word
"advance".
(b) Section 16.1 of Article XVI of the LLC Agreement is hereby amended
by replacing the definition therein of "Exit Event" with the following:
"Exit Event" means a merger, consolidation, sale of Interests, sale
of assets or other transaction where First Reserve receives cash,
cash-equivalents or marketable publicly-traded securities on or
with respect to its Units.
2. Miscellaneous
(a) Copies of this Amendment shall be provided to all of the members of
Dresser-Rand Holdings, LLC (the "Company") in accordance with the requirements
of Section 15.10 of the LLC Agreement.
(b) The terms, conditions and agreements set forth in the LLC
Agreement, as amended by paragraph 1 of this Amendment, are hereby ratified and
confirmed and shall continue in full force and effect.
(c) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
[Signature Page follows]
IN WITNESS WHEREOF, the undersigned, being all of the managers of the
Company, acting pursuant to Section 18-404 of the Limited Liability Company Act
of the State of Delaware, hereby approve this Amendment to the Amended and
Restated Limited Liability Company Agreement of Dresser-Rand Holdings, LLC as of
the date above first written pursuant to the authority granted under Section
15.10 of the LLC Agreement.
FIRST RESERVE GP IX, L.P.,
as Managing Member
By: First Reserve GP IX, Inc.,
its general partner
By: /s/ XXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
FIRST RESERVE GP X, L.P.,
as Managing Member
By: First Reserve GP X, Inc.,
its general partner
By: /s/ XXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
