Section 1. Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.  Unless otherwise indicated, all references to Sections and Articles in this First Amendment refer to Sections and Articles of the Credit Agreement.

Section 2. Amendments to Credit Agreement.

2.1 Amendments to Section 1.01.  Section 1.01 of the Credit Agreement is amended by adding the following definitions where alphabetically appropriate:

2.2 Amendments to Section 1.01.  Section 1.01 of the Credit Agreement is amended by amending the following definition: 

2.3 Amendment to Section 3.21.  Section 3.21 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.4 Amendment to Section 5.06(b). Section 5.06(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.5 Amendment to Section 6.10.  Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 3. Amendment to Domestic Collateral Agreement.  Schedule II to the Domestic Collateral Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule II.

Section 4. Consents.  The Domestic Borrower  has informed the Administrative Agent and the Lenders of its and its Subsidiaries’ that it will enter into a series of transactions described in clauses (a) through (q) below (collectively, the “Reorganization Transactions”):

(a) The Domestic Borrower has exchanged certain Equity Interests in D-R Luxembourg Holding I, S.à r.l., Luxembourg Société à responsabilité limitée (“Sarl 1”);

(b) The Domestic Borrower has formed Dresser-Rand Holding (Luxembourg) Inc., a Delaware corporation  (“Foreign Holdco”), and Foreign Holdco has formed Dresser-Rand Holding (Luxembourg) LLC, a Delaware limited liability company (“Lux Partner LLC”);

(c) Foreign Holdco has formed D-R Luxembourg Holding 3 S.à r.l., a  Luxembourg Société à responsabilité limitée (“Sarl 3”), and Foreign Holdco and Lux Partner LLC have formed D-R Luxembourg Partners 1 S.C.S., a Luxembourg société en commandite simple (“SCS 1”) by (i) Foreign Holdco contributing 100% of the Equity Interests of Sarl 3 to SCS 1 on behalf of itself and Lux Partner LLC and (ii) Lux Partner LLC issuing a note to Foreign Holdco in exchange for its interest in SCS 1;

(d) Sarl 3 has formed D-R International S.à r.l., a  Luxembourg Société à responsabilité limitée (“DRI Sarl”);

(e) Foreign Holdco will convert to Dresser-Rand International Holdings, LLC, a Delaware limited liability company;

(f) Dresser-Rand Machinery Repair Belgie N.V., a Belgium naamloze vennootschap, will dissolve, distributing all of its assets and liabilities into Dresser-Rand Company, a New York general partnership (“DRC”);

(g)  DRC will contribute (i) Dresser-Rand Italia S.R.L., an Italy Società a Responsabilità Limitata, (ii) Dresser-Rand de Mexico, S.A. de C.V., a Mexico Sociedad Anónima de Capital Variable, (iii) Dresser-Rand Services, S. de R.L., de C.V., a Mexico Sociedad de responsabilidad limitada de Capital Variable, and (iv) Dresser-Rand (Nigeria) Ltd., a Nigeria limited company, to Dresser-Rand Services B.V., a Netherlands besloten vennootschap (“Services BV”);

(h) DRC will distribute all of the Equity Interests of Services BV to the Domestic Borrower and Dresser-Rand LLC, a Delaware limited liability company (“DR LLC”), DR LLC will distribute all of such Equity Interests it receives from DRC to the Domestic Borrower, and the Domestic Borrower will contribute all of the Equity Interests of Services BV to Dresser-Rand Holding (Delaware) LLC, a Delaware limited liability company (“DRH”);

(i) Dresser-Rand Overseas Sales Company Limited, a Delaware corporation, will dissolve, distributing all of its assets and liabilities into DRH;

(j) DRH will distribute the Equity Interests of Dresser-Rand International Inc., a Delaware corporation, Dresser-Rand Japan Ltd., a Japan limited company (“Japan”) and Dresser-Rand (Thailand) Limited, a Thailand limited company to the Domestic Borrower;

(k) DRC will distribute all of the Equity Interests of Dresser-Rand International B.V., a Netherlands besloten vennootschap (“DRI BV”), to the Domestic Borrower and DR LLC, DR LLC will distribute all of such Equity Interests it receives from DRC to the Domestic Borrower, and the Domestic Borrower will contribute all of the Equity Interests of DRI BV to Sarl 1;

(l) The Domestic Borrower will refinance its note receivable from Sarl 1 in a principal amount of approximately €66,000,000 into a number of separate notes receivable (the “Sarl 1 Notes”), and will contribute one such Sarl 1 Note to DR LLC; D-R Holdings (France) S.A.S., a France société par actions simplifiée (“France Holdings”), will sell 10% of the Equity Interests of Dresser-Rand GmbH, a Germany Gesellschaft mit beschränkter Haftung (“Germany Holdings”), to the Domestic Borrower in exchange for another of such Sarl 1 Notes; and France Holdings will sell 90% of the Equity Interests of Germany Holdings to DR LLC in exchange for another of such Sarl 1 Notes; Domestic Borrower will sell other Sarl 1 Notes to certain other Subsidiaries in exchange for accounts receivable.  

(m) The Domestic Borrower will contribute all of the Equity Interests of Sarl 1, DRH and Japan to Foreign Holdco;

(n) Foreign Holdco will contribute all of the Equity Interests of Sarl 1 (other than certain convertible preferred equity certificates in Sarl 1), DRH and Japan to SCS 1, and SCS 1 will sell all of such Equity Interests to Sarl 3 in exchange for a debt facility evidenced by a master facility agreement (the “Master Facility Agreement”);

(o) Sarl 3 will contribute all of the Equity Interests of Japan to DRH;

(p) DRI BV will sell its intercompany accounts receivable, and accounts payable to DRI Sarl in exchange for a note;

(q) DRH migrates and converts to a Luxembourg Société à responsabilité limitée;

(r) The Domestic Borrower will contribute one of the Sarl 1 Notes (“Note 5”) to Foreign Holdco for an increase to capital; Foreign Holdco will contribute Note 5 to SCS 1 in exchange for Equity Interests in SCS 1; SCS 1 will sell Note 5 to Sarl 3 for an additional tranche

of the Master Facility Agreement; Sarl 3 will contribute Note 5 to DRI Sarl in exchange for additional DRI Sarl Equity Interests; and

(s) To the extent DRI Sarl’s assets exceed its liabilities, Sarl 3 may recapitalize DRI Sarl by exchanging certain of DRI Sarl’s common Equity Interests for newly-issued Equity Interests in the form of convertible preferred equity certificates;

Section 5. Post-Closing Covenants. 

(a) Not later than sixty (60) days after the Domestic Borrower and DR LLC have acquired the Equity Interests of Germany Holdings as described in Section 4(l) above  (or such date thereafter as may be agreed by the Administrative Agent in its sole discretion), the Domestic Borrower and DR LLC will have entered, and the Domestic Borrower will have caused Germany Holdings to enter, into a Foreign Collateral Agreement with respect to the pledge of 65% of the Equity Interests of Germany Holdings owned by the Domestic Borrower and DR LLC, in form and substance satisfactory to the Administrative Agent and otherwise in compliance with the Collateral and Guarantee Requirement and Section 9.23 of the Credit Agreement.

(b) Not later than thirty (30) days after the First Amendment Effective Date (or such date thereafter as may be agreed by the Administrative Agent in its sole discretion), the Administrative Agent shall have received a supplement to the Domestic Collateral Agreement from Synchrony Inc., a Virginia corporation (“Synchrony”), in form and substance satisfactory to the Administrative Agent, together with (i) certificates representing all of the issued and outstanding Equity Interests in Synchrony and stock powers with respect thereto executed in blank and (ii) such organizational documents, certificates and legal opinions as may be reasonably requested by the Administrative Agent or its counsel.  Upon completion of the requirements of this paragraph (b), the Administrative Agent is hereby authorized to amend Schedule II to the Domestic Collateral Agreement in order to reflect the pledge of the Equity Interests in Synchrony described above.

(c)  Not later than ten (10) days after the completion of the Reorganization Transactions, the Domestic Borrower shall deliver updated versions of Schedule 1.01(a) and Schedule 3.07(g) to the Administrative Agent.  Notwithstanding anything to the contrary set forth in the Credit Agreement, from and after date of such delivery, each reference in the Credit

Agreement to the term “Closing Date” with respect to Schedule 3.07(g) shall be deemed to be a reference to the date of such delivery.

Section 6. Releases.  Upon the completion of the transaction described in clause (m) of Section 4, the Administrative Agent and the Lenders agree to release their security interest in 65% of the Equity Interests of each of DRH and Sarl 1.  The undersigned Lenders (constituting Required Lenders under the Credit Agreement as of the date hereof) hereby authorize the Administrative Agent to enter into such documentation as is requested by the Borrower in order to effect the foregoing releases.  Upon executing such documentation with respect to DRH, the Administrative Agent is hereby authorized to amend Schedule II to the Domestic Collateral Agreement in order to reflect the release of the pledge of the Equity Interests in DRH previously granted to the Administrative Agent and the Lenders.

Section 7. Limited Nature of Amendment. This First Amendment shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any term or condition of the Credit Agreement, any other Loan Document or any of the documents referred to therein, except as expressly set forth herein, (b) impair or prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement, any other Loan Document or any of the documents referred to therein, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrowers or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument.

Section 8. Conditions Precedent.  This First Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.08 of the Credit Agreement) (the “First Amendment Effective Date”):

8.1 The Administrative Agent shall have received from the Required Lenders, the Administrative Agent and the Borrowers, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.

8.2 No Default or Event of Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment.

8.3 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers under the Credit Agreement.

8.4 Each guarantor party to the Domestic Collateral Agreement shall have executed and delivered the Reaffirmation and Ratification attached to this First Amendment.

Section 9. Miscellaneous.

9.1 Confirmation.  The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

9.2 Ratification and Affirmation; Representations and Warranties.  The Borrowers hereby: (a) acknowledge the terms of this First Amendment; (b) ratify and affirm their obligations under, and acknowledge, renew and extend their continued liability under, each Loan Document to which they are a party and agree that each Loan Document to which they are a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agree that from and after the First Amendment Effective Date each reference to the Credit Agreement in the Domestic Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:  (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which they are a party are true and correct in all material respects, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing. 

9.3 Loan Document.  This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

9.4 Counterparts.  This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

9.5 No Oral Agreement.  This FIRST AMENDMENT, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement AMONG the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.  There are no oral agreements between the parties.

9.6 GOVERNING LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

DRESSER-RAND GROUP INC.,

as the Domestic Borrower

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Vice President and Treasurer

GRUPO GUASCOR, S.L.,

as the Spanish Borrower

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Director

JPMorgan Chase Bank, N.A.,

as Administrative Agent and as Lender

By: / s / Stephanie Balette

Name: Stephanie Balette

Title:   Authorized Signer

J.P. Morgan Europe Limited,

as European Administrative Agent

By: / s / Altan Kayaalp

Name: Altan Kayaalp

Title:   Executive Director

Bank of America, N.A.,

as Co-Syndication Agent and as Lender

By: / s / Julie Castano

Name: Julie Castano

Title:   SVP

Commerzbank AG, New York and Grand Cayman Branch,

as Co-Syndication Agent and as Lender

By: / s / Kiuli Chan

Name: Kiuli Chan

Title:   Director

By: / s / Diane Pockaj

Name: Diane Pockaj

Title:   Managing Director

DNB Bank ASA,  New York Branch,

as Co-Syndication Agent

By: / s / Nikolai A. Nachamkin

Name: Nikolai A. Nachamkin

Title:   Senior Vice President

By: / s / Colleen Durkin

Name: Colleen Durkin

Title:   Senior Vice President

DNB Capital LLC,

as a Revolving Facility & Term Facility Lender

By: / s / Nikolai A. Nachamkin

Name: Nikolai A. Nachamkin

Title:   Senior Vice President

By: / s / Colleen Durkin

Name: Colleen Durkin

Title:   Senior Vice President

DNB Bank ASA, Grand Cayman Branch,

as a Euro Revolving Facility Lender

By: / s / Nikolai A. Nachamkin

Name: Nikolai A. Nachamkin

Title:   Senior Vice President

By: / s / Colleen Durkin

Name: Colleen Durkin

Title:   Senior Vice President

Santander Bank, N.A.

as Co-Syndication Agent and as Lender

By: / s / Peter Lopoukhine

Name: Peter Lopoukhine

Title:   Senior Vice President

Wells Fargo Bank, N.A.,

as Co-Syndication Agent and as Lender

By: / s / Shannon Cunningham

Name: Shannon Cunningham

Title:   Assistance Vice President

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

as Revolving Facility Lender, Delayed Draw Lender, and Term Facility lender

By: / s / Andrew Oram

Name: Andrew Oram

Title:   Managing Director

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

as Euro Revolving Facility Lender

By: / s / Ignacio Asin

Name: Ignacio Asin

Title:   Head of Corporate Finance – Madrid

Compass Bank,

as a Lender

By: / s / Khoa Duong

Name: Khoa Duong

Title:   Vice President

Citibank, N.A.,

as a Lender

By: / s / Allen Blankenship

Name: Allen Blankenship

Title:   Vice President

HSBC Bank USA, N.A.,

as a Lender

By: / s / Jay Fort

Name: Jay Fort

Title:   Senior Vice President

Sumimoto Mitsui Banking Corporation,

as a Lender

By: / s / James D. Weinstein

Name: James D. Weinstein

Title:   Managing Director

Barclays Bank PLC,

as a Lender

By: / s / Jonathan Wilson

Name: Jonathan Wilson

Title:   Director

U.S. Bank National Association,

as a Lender

By: / s / John M. Eyerman

Name: John M. Eyerman

Title:   Vice President

Branch Banking and Trust Company,

as a Lender

By: / s / DeVon J. Lang

Name: DeVon J. Lang

Title:   Vice President

Comerica Bank,

as a Lender

By: / s / L. J. Perenyi

Name: L. J. Perenyi

Title:   Vice President

Morgan Stanley Senior Funding, Inc.

as a Lender

By: / s / Dmitriy Barskiy

Name: Dmitriy Barskiy

Title:   Vice President

Morgan Stanley Bank, N.A.,

as a Lender

By: / s / Dmitriy Barskiy

Name: Dmitriy Barskiy

Title:   Authorized Signatory

The Northern Trust Company,

as a Lender

By: / s / Keith Burson

Name: Keith Burson

Title:   Vice President

The Bank of Nova Scotia

as a Lender

By: / s / John Frazell

Name: John Frazell

Title:   Director

CapitalOne, N.A.

as a Lender

By: / s / Tony Alexander

Name: Tony Alexander

Title:   Vice President

UniCredit AG, New York Branch

as a Lender

By: / s / Ken Hamilton

Name: Ken Hamilton

Title:   Managing Director

By: / s / Bryon Korutz

Name: Bryon Korutz

Title:   Associate Director

BNP Paribas

as a Lender

By: / s / Sriram Chandrasekaran

Name: Sriram Chandrasekaran

Title:   Director

By: / s / Julien Pecoud-Bouvet

Name: Julien Pecoud-Bouvet

Title:   Vice President

Standard Chartered Bank

as a Lender

By: / s / Steven Aloupis

Name: Steven Aloupis

Title:   Managing Director

By: / s / Hsing H. Huang

Name: Hsing H. Huang

Title:   Associate Director

DRESSER-RAND COMPANY

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

DRESSER-RAND LLC

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

D-R STEAM LLC

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

DRESSER-RAND POWER LLC

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

DRESSER-RAND GLOBAL SERVICES, INC.

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

DR ACQUISITION LLC

By:  Dresser-Rand Company, its sole member

By: / s / Robert J. Saltarelli

Name: Robert J. Saltarelli

Title:   Treasurer

Issuer

Pledgor

Certificate
Number

Class of
Equity
Interest

Number of Shares

Percentage Pledged by Pledgor

Dresser-Rand

Global Services,

Inc.

Dresser-Rand

Company

1

Common Stock

100

100%

Dresser-Rand Holdings (Delaware) LLC

Dresser-Rand Group Inc.

2

Common Interests

65

65%

Dresser-Rand Power LLC

Dresser-Rand

Group Inc.

1

Common Interests

100

100%

Dresser-Rand LLC

Dresser-Rand

Group Inc.

1

Common Interests

100

100%

Dresser-Rand Holding (Luxembourg) Inc.1

Dresser-Rand

Group Inc.

N/A

Common Stock

1,000

65%

Issuer

Pledgor

Class of
Equity
Interest

Percentage Pledged by Pledgor

DR Acquisition LLC

Dresser-Rand

Company

Membership Interests

100%

Dresser-Rand Company

Dresser-Rand

Group Inc.

Partnership Interests

49%

Dresser-Rand LLC

51%

D-R Steam LLC

Dresser-Rand Group Inc

Membership Interests

100%

1       To be converted into an LLC.