**EXHIBIT 10.2****EXECUTION COPY****AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT**          **AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT**, dated as of April 24, 2008 (this“***Amendment***”), by and among DRESSER-RAND GROUP INC., a Delaware corporation (the “***DomesticBorrower***”), D-R HOLDINGS (FRANCE) S.A.S., a corporation organized under the laws of France (the“***French Borrower***” and together with the Domestic Borrower, the “***Borrowers***”), the banks, financialinstitutions and other lenders listed on the signature pages hereof (the “***Lenders***”) and CITICORPNORTH AMERICA, INC., as administrative agent (the “***Administrative Agent***”).          **PRELIMINARY STATEMENTS:**          (1) The Borrowers, the lenders listed on the signature pages thereto and Citicorp NorthAmerica, Inc., as Administrative Agent, Swing Line Lender and Issuing Bank are parties to thatcertain Amended and Restated Credit Agreement dated as of August 30, 2007 (the “***Credit Agreement***”).Capitalized terms not otherwise defined in this Amendment have the same meanings as specified inthe Credit Agreement.          (2) Certain Lenders and the Administrative Agent have requested that the Required Lendersamend the Credit Agreement in accordance with Section 1 hereof, and the Required Lenders haveagreed amend the Credit Agreement, subject to the terms and conditions hereinafter set forth.          NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the sufficiency and the receipt of which is hereby acknowledged, the parties heretohereby agree as follows:          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of the conditions precedent set forth in Section2 below, the Credit Agreement is hereby amended as follows:     (a) The introductory paragraph of the Credit Agreement is hereby amended by: (i) deleting the first occurrence of the word “and” following the defined term“Joint Lead Arrangers” and inserting a comma in its place; and  (ii) adding the following text at the end of the last line thereof immediatelybefore the final punctuation mark:    “and CITIBANK INTERNATIONAL PLC as French revolving facility lead lender (in suchcapacity, the “French Revolving Facility Lead Lender”)”     (b) Section 1.01 is hereby amended as follows:
 

 
 (i) By inserting the following new definitions therein in the appropriate alphabeticalorder:    ““Amendment No. 1” means that certain Amendment No. 1 to this Agreementdated as of April 24, 2008 by and among the Borrowers, the Administrative Agentand the Lenders listed on the signature pages thereto.”    ““Amendment No. 1 Effective Date” means the date on which the AdministrativeAgent notifies the Borrowers that all conditions set forth in Section 2 ofAmendment No. 1 have been satisfied.”    ““French Revolving Facility Lead Lender” shall have the meaning assigned tosuch term in the introductory paragraph of this Agreement”    ““Non-Qualifying French Lender” means any Lender that is not, and does nothave an Affiliate that is, a Qualifying French Lender.”    ““Non-Qualifying French Loan Amount” means in respect of a Non-QualifyingFrench Lender on the date of any Revolving Facility Borrowing by the FrenchBorrower, an amount equal to the Revolving Facility Loan that suchNon-Qualifying French Lender would have been required to fund in accordancewith its Revolving Facility Percentage had it been a Qualifying French Lenderon such date.”    ““Qualifying French Lender” means a Lender or an Affiliate of a Lenderdesignated as a Qualifying French Lender by such Lender which is dulyauthorized to carry out credit transactions in France pursuant to applicablelaws and regulations of France or the European Union.”  (ii) The definition of “French Borrower” is hereby amended and restated in itsentirety by inserting the following language in its place:    ““French Borrower” shall mean D-R Holdings (France) S.A.S. and anyAdditional Foreign Borrower organized under the laws of France.”  (iii) The definition of “French Obligations” is hereby amended by inserting thewords “Qualifying French” between the words “any” and “Lender”.  (iv) The definition of “Issuing Bank” is hereby amended by inserting the following*proviso*before the final punctuation mark at the end of the first sentence thereof:    “; provided, however, that only Qualifying FrenchLenders shall be designated as Issuing Banks in respect of any request for anissuance by the French Borrower”  (v) The definition of “Lender” is hereby amended by adding the following*proviso*at the end of definition before the final punctuation mark:
 

 
   “; providedthat, in connection with any RevolvingFacility Borrowing by the French Borrower, the term “Lender” shall mean theFrench Revolving Facility Lead Lenders and any “Qualifying French Lender”listed on Schedule 2.01 hereof”  (vi) The definition of “Revolving Facility Commitment” is hereby amended byinserting the following *proviso*at the end of the second sentence immediately beforethe final punctuation mark thereof:    “; provided, however, that with respect to anyRevolving Facility Loan made to a French Borrower, the Revolving FacilityCommitments of the French Revolving Facility Lead Lender will include an equalpercentage of the aggregate unused Revolving Facility Commitments of eachNon-Qualifying French Lender at the time such Revolving Facility Loan is made”  (vii) The definition of “Revolving Facility Loan” is hereby amended bydeleting the reference to “(b)” in the second line thereof.  (viii) The definition of “Revolving Facility Percentage” is hereby amended by addingthe following new sentence after the final punctuation mark:    “Notwithstanding the foregoing, the Revolving Facility Percentage of any Lender atany time with respect to Revolving Facility Loans to the French Borrower shallbe 0% if such Lender is a Non-Qualifying French Lender.”  (ix) The definition of “Revolving Facility Credit Exposure” is herebyamended by (A) deleting the word “and” in the tenth line thereof and inserting a commain its place and (B) adding the following language after the parenthetical in the lastline thereof:    “and (c) with respect to each Non-Qualifying French Lender, the aggregate amount ofNon-Qualifying French Loans attributable to such Non-Qualifying French Lenderoutstanding at such time (calculated in respect of Non-Qualifying French Loansdenominated in a Foreign Currency on the Equivalent thereof in Dollars at suchtime).”  (x) The following definitions are hereby deleted in their entirety, and allreferences to such defined terms in the Credit Agreement shall be without effect anddisregarded:    ““Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.”    ““Swingline Borrowing Request” shall mean a request by any Borrowersubstantially in the form of Exhibit C-2.”
 

 
   ““Swingline Commitment” shall mean, with respect to each Swingline Lender,the commitment of such Swingline Lender to make Swingline Loans pursuant toSection 2.04. The aggregate amount of the Swingline Commitments on the ClosingDate is U.S.$30.0 million.”    ““Swingline Exposure” shall mean at any time the aggregate principal amountof all outstanding Swingline Borrowings at such time. The Swingline Exposureof any Revolving Facility Lender at any time shall mean its Revolving FacilityPercentage of the aggregate Swingline Exposure at such time.”    ““Swingline Lender” shall mean Citicorp North America, Inc., in its capacityas a lender of Swingline Loans, and/or any other Revolving Facility Lenderdesignated as such by the Domestic Borrower after the Closing Date that isreasonably satisfactory to the Domestic Borrower and the Administrative Agentand executes a counterpart to this Agreement as a Swingline Lender.”    ““Swingline Loans” shall mean the swingline loans made to any Borrowerpursuant to Section 2.04.”  (c) Section 2.01 of the Credit Agreement is hereby amended and restated in its entirety byinserting the following language in its place:    “Subject to the terms and conditions set forth herein, (a) each Lender agrees tomake Revolving Facility Loans denominated in Dollars or in a Foreign Currencyto any Borrower (other than any French Borrower) and (b) each Qualifying FrenchLender severally agrees to make Revolving Facility Loans denominated in Dollarsor Foreign Currency to any French Borrower, in each case from time to timeduring the Availability Period in an aggregate principal amount that will notresult in (i) such Lender’s Revolving Facility Credit Exposure exceeding suchLender’s Revolving Facility Commitment, (ii) the Revolving Facility CreditExposure exceeding the total Revolving Facility Commitments, (iii) theRevolving Credit Exposure denominated in Euros exceeding the Equivalent inDollars determined on the date of delivery of the applicable Borrowing Requestof U.S.$250 million, (iv) the Revolving Credit Exposure denominated in Sterlingexceeding the Equivalent in Dollars determined on the date of delivery of theapplicable Borrowing Request of U.S.$75 million, (v) the Revolving L/CExposure exceeding U.S.$205 million on the Closing Date, and (vi) the FrenchRevolving Facility Credit Exposure exceeding the Equivalent in Dollars ofU.S.$200 million determined on the date of the delivery of the applicableBorrowing Request or date of issuance, amendment, renewal or extension of theapplicable Letter of Credit. Within the foregoing limits and subject to theterms and conditions set forth herein, each Borrower may borrow, prepay andreborrow Revolving Facility Loans.”  (d) Section 2.04 of the Credit Agreement is hereby deleted in its entirety and replacedwith the word “[RESERVED]”. All other references to Section 2.04 shall be without effectand disregarded.
 

 
 (e) Section 6.06(f) of the Credit Agreement is hereby amended and restated in its entiretyby inserting the following language in its place:         “(f) the Domestic Borrower may repurchase, redeem or otherwise acquire orretire for value any Equity Interests of the Domestic Borrower, providedthat the aggregate amount of such repurchases or redemptions shall not exceed (i)in the case of each of fiscal years 2008 and 2009, the sum of fifty percent of theNet Income of the Domestic Borrower for the immediately preceding fiscal year plus$100 million and (ii) for any other fiscal year, fifty percent of the Net Income ofthe Domestic Borrower for the immediately preceding fiscal year;”  (f) Section 9.04(b)(i) of the Credit Agreement is hereby amended by adding the followingsubclause (C):         “(C) in the case of any assignment to a Non-Qualifying French Lender , the FrenchRevolving Lead Lender; provided that (x) any assignment to a new Non-QualifyingFrench Lender shall not become effective until such Non-Qualifying French Lender shallexecute a risk participation agreement in favor of the French Revolving Lead Lender inform and substance reasonably satisfactory to the French Revolving Lead Lender and (y)no consent of the French Revolving Lead Lender shall be required for an assignment of aRevolving Facility Commitment to an assignee that is a Lender immediately prior togiving effect to such assignment.”  (g) Section 9.08(b) of the Credit Agreement is hereby amended by:  (i) inserting the text following text “or the French Revolving FacilityLead Lender” immediately following the first occurrence of the defined term“Issuing Bank” in the last paragraph thereof; and  (ii) deleting the text “acting as such” in the final paragraph thereof andreplacing it with the following text:    “or the French Revolving Facility Lead Lender (in each case, acting as such)”.  (h) Section 9.24 of the Credit Agreement is hereby amended and restated in its entirety byinserting the following language in its place:    “SECTION 9.24. Matters Pertaining to the French Borrower and to any AdditionalForeign Borrower organized under the laws of France. (a) The Qualifying French Lenders as of the Closing Date represent and warrant(i) that they are duly authorized to carry out credit transactions in Francepursuant to applicable laws and regulations of France or the European Union and (ii)that commitments to lend to any French Borrower under this Agreement shall only beassigned or transferred to institutions that are duly authorized to carry out credittransactions in France, or which may legally acquire rights under loans to a Frenchborrower under applicable laws and regulations of France. “
 

 
 (i) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety byreplacing it with the revised schedule attached hereto as Exhibit A.     SECTION 2. Conditions of Effectiveness of Amendments. This Amendment and the amendments to the Credit Agreement set forth herein shall becomeeffective as of the date when, and only when, each of the following conditions shall have beenfulfilled to the satisfaction of the Administrative Agent:(a) the Administrative Agent shall have received counterparts of this Amendment executed bythe Borrowers and the Required Lenders;(b) the Administrative Agent shall have received a certificate signed by a duly authorizedofficer of each of the Borrowers stating that: (x) the representations and warrantiescontained in Article III of the Credit Agreement are true and correct in all materialrespects on and as of the date of such certificate as though made on and as of such dateother than any such representations or warranties that, by their terms, refer to a dateother than the date of such certificate; and (y) no event has occurred and is continuingthat constitutes a Default or Event of Default; and(c) the Administrative Agent shall have received an executed risk participation agreement inform and substance reasonably satisfactory to the Administrative Agent from eachNon-Qualifying French Lender.     SECTION 3. Reference to and Effect on the Credit Agreement and the Loan Documents.On and after the effectiveness of this Amendment, each reference in the Credit Agreement to“this Agreement”, “hereunder”, “hereof” or words of like import referring to the CreditAgreement, and each reference in the other Loan Documents to “the Credit Agreement”,“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shallmean and be a reference to the Credit Agreement, as amended by this Amendment.The Credit Agreement and each of the other Loan Documents, as specifically amended by thisAmendment are, and shall continue to be, in full force and effect and is hereby in allrespects ratified and confirmed.The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of any Lender or theAdministrative Agent under any of the Loan Documents, nor constitute awaiver of any provision of any of the Loan Documents. On and after the effectiveness ofthis Amendment, this Amendment shall for all purposes constitute a Loan Document.
 

 
     SECTION 4. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute but one and the same agreement. Delivery of anexecuted counterpart of a signature page to this Amendment by telecopier, facsimile or otherelectronic transmission (i.e. “pdf” or “tif”) shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.     SECTION 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of theState of New York.[*Remainder of this page intentionally left blank.*]