0001193125-12-446978 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 1st, 2012 • Dresser-Rand Group Inc. • Engines & turbines • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 10, 2012, among DR Acquisition LLC, a Texas limited liability company (the “New Guarantor”), a subsidiary of Dresser-Rand Group Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture (as defined below).

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THIRD AMENDMENT TO CREDIT AGREEMENT dated as of September 27, 2012 among DRESSER RAND GROUP INC., as Domestic Borrower, as French Borrower, GRUPO GUASCOR, S.L., as Spanish Borrower THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative...
Credit Agreement • November 1st, 2012 • Dresser-Rand Group Inc. • Engines & turbines • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of September 27, 2012, is among DRESSER RAND GROUP INC., a Delaware corporation (the “Domestic Borrower”); D-R HOLDINGS (France) S.A.S., a corporation organized under the laws of France (the “French Borrower”); GRUPO GUASCOR, S.L., a sociedad limitada organized under the laws of Spain (the “Spanish Borrower”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

CONFIDENTIALITY, NON-COMPETE, SEVERANCE, AND CHANGE IN CONTROL AGREEMENT
Release Agreement • November 1st, 2012 • Dresser-Rand Group Inc. • Engines & turbines • Texas

This Confidentiality, Non-Compete, Severance, and Change in Control Agreement (the “Agreement”) is entered into as of this day of , 20 by and between (“Executive”), and Dresser-Rand Group Inc., a Delaware corporation (“DRG”).

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