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0001144204-07-069664 Sample Contracts

PARENT GUARANTY
Parent Guaranty • December 31st, 2007 • Dresser-Rand Group Inc. • Engines & turbines

PARENT GUARANTY, dated as of December 28, 2007 (this "Guaranty"), by DRESSER RAND GROUP INC, a Delaware corporation (the "Guarantor"), to CITIBANK INTERNATIONAL PLC (PARIS BRANCH), a finance institution established under the laws of England and qualified in France as a credit establishment of the European Economic Area (the "Lessor"). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Participation Agreement dated as of the date hereof among the Lessor, Dresser-Rand S.A. (France) (the "Lessee" or the "Company"), the Persons named therein as Note Holders and Citicorp North America, Inc., as Agent (the "Agent") (as the same may be amended from time to time, the "Participation Agreement").

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PARTICIPATION AGREEMENT dated as of December 20, 2007 among DRESSER-RAND S.A. (FRANCE) as Construction Agent and Lessee, CITIBANK INTERNATIONAL PLC (PARIS BRANCH) as Lessor THE PERSONS NAMED HEREIN as Note Holders, and CITIBANK INTERNATIONAL PLC...
Participation Agreement • December 31st, 2007 • Dresser-Rand Group Inc. • Engines & turbines • New York

PARTICIPATION AGREEMENT (as it may be amended from time to time, this "Agreement"), dated as of December 20, 2007, among Dresser-Rand S.A. (France), a French société anonyme, having its registered office at 31 boulevard Winston Churchill, 76600 Le Havre, France, registered with the Commercial and Companies Register of Le Havre under No. 562 060 269 (the "Company" or in its capacity as lessee under the Lease, the "Lessee" or in its capacity as construction agent under the Agency Agreement, the "Construction Agent"); Citibank International plc (Paris Branch), a finance institution established under the laws of England and qualified in France as a credit establishment of the European Economic Area (the "Lessor"); the Persons named from time to time on Schedule I hereto as note purchasers (collectively, the "Note Holders"); and Citibank International plc (Paris Branch), in its capacity as administrative agent for the Note Holders and the Lessor (the "Agent"). Capitalized terms used but not

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