EXHIBIT 3.10 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIESCredit Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
EXHIBIT 10.5 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 • February 11th, 2005 • Dresser-Rand Group Inc. • New York
OFLimited Liability Company Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • Delaware
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 • February 11th, 2005 • Dresser-Rand Group Inc. • New York
EXHIBIT 10.9 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 • February 11th, 2005 • Dresser-Rand Group Inc. • New York
INDENTUREIndenture • February 11th, 2005 • Dresser-Rand Group Inc. • New York
Exhibit 10.6 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 • February 11th, 2005 • Dresser-Rand Group Inc. • New York
Exhibit 10.7 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 • February 11th, 2005 • Dresser-Rand Group Inc. • New York
WITNESSETH:Transition Services Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
amongDomestic Guarantee and Collateral Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
BetweenEquity Purchase Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • New York
