<PAGE>
Exhibit 10.7
LICENSE AGREEMENT
THIS LICENSE AGREEMENT made
as of this 29th day of October, 2004 ("Effective
Date") by and between
Dresser-Rand Company, with its principal place of
business
at Paul Clark Drive, Olean,
NY 14760 ("Dresser-Rand"), Dresser-Rand A.S., with
its principal place of
business at Kirkegardsveien 45 NO-3601 Kongsberg, Norway
("DR Norway"), Ingersoll-Rand
Energy Systems Corporation, having a business
address at 30 New Hampshire
Avenue, Portsmouth, NH 03801 ("ESC") and the Energy
Systems Division of
Ingersoll-Rand Company having a business address at
800-A
Beaty Street, Davidson, North
Carolina 28036 ("ESD"), (with ESC and ESD
sometimes being collectively
referred to as "Energy Systems").
W I T N E S S E T H:
WHEREAS,
Dresser-Rand and DR Norway were engaged by Energy Systems
to
perform certain services
related to the development of Energy Systems' 250
kilowatt microturbine and
based such development on DR Norway's KG2 Gas Turbine
("KG2");
WHEREAS,
Ingersoll-Rand Company Limited ("Seller"), and
Dresser-Rand
Holdings, LLC (f/k/a FRC
Acquisitions LLC) ("Buyer") are parties to an Equity
Purchase Agreement, dated as
of August 24, 2004 (as amended, supplemented or
otherwise modified from time
to time, the "Purchase Agreement"), relating to the
sale by Seller and certain of
its Affiliates, and the purchase and assumption by
Buyer and certain of its
Affiliates, of certain equity interests and shares of
stock relating to
Dresser-Rand and its Subsidiaries' Business (as defined in
the
Purchase
Agreement);
WHEREAS,
the Purchase Agreement provides that, in connection with
the
consummation of the
transactions contemplated thereby, the parties will
enter
into this Agreement pursuant
to which Dresser-Rand and DR Norway will grant to
Energy Systems certain
intellectual property use rights and agree to certain
covenants related
thereto;
WHEREAS,
this is the License Agreement referred to in the
Purchase
Agreement and referred to
therein as Exhibit D;
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
and agreements hereinafter
set forth, the parties hereto, intending to be
legally bound, do hereby
agree as follows:
1. Dresser-Rand and DR Norway
hereby unconditionally and irrevocably grant to
Energy Systems, and Energy
Systems hereby accepts, a perpetual fully paid up,
non-exclusive, worldwide
right and license (without the right to sublicense) to
practice and use any and all
patents, patent applications, trade secrets and
know how owned by
<PAGE>
Dresser-Rand or DR Norway
used in the production of, or incorporated into the
250 kilowatt microturbines
manufactured and sold by Energy Systems as of the
Effective Date, to
manufacture, have manufactured, use, market and sell
microturbines with a
generating capacity of 1000 kilowatts or less.
2. Dresser-Rand and DR Norway
agree that they will not bring or cause to be
brought any action relating
to the infringement of any intellectual property
right licensed pursuant to
Paragraph 1, in any court or with any government
agency, anywhere in the
world, against Energy Systems or its distributors,
agents, resellers, employees,
principals, customers based on their manufacture,
us
