EXHIBIT 3.10 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • February 11th, 2005 • Dresser-Rand Group Inc. • Delaware
INDENTUREDresser-Rand Group Inc. • February 11th, 2005 • New York
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 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
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 10.6 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
