DRESSER-RAND GROUP INC. 15,000,000 Shares Common Stock, par value $0.01 per Share Underwriting AgreementUnderwriting Agreement • November 9th, 2006 • Dresser-Rand Group Inc. • Engines & turbines • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Dresser-Rand Group Inc., a Delaware corporation (the “Company”) and D-R Interholding, LLC, a Delaware limited liability company, as selling stockholder (the “Selling Stockholder”), providing for the public offering (the “Public Offering”) by the Underwriter, of 15,000,000 shares (the “Shares”) of the Common Stock, par value $0.01, of the Company (the “Common Stock”).
