Dresser Inc Sample Contracts

Dresser Inc – U.S.$935,000,000 CREDIT AGREEMENT Dated as of October 31, 2006 Among DRESSER HOLDINGS, INC., as Holdings, DRESSER, INC., as U.S. Borrower, D.I. LUXEMBOURG S.A.R.L., as Euro Borrower, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Term Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Administrative Agent, CREDIT SUISSE SECURITIES (USA), LLC, as Syndication Agent, MORGAN STANLEY SENIOR FUNDING, INC. and CREDIT SUISSE SECURITIES (USA), LLC, as Joint Lead Arrangers and Joint Book Managers and NATEXIS BANQUES POPULAIRES and GENERAL ELECTRIC CAPITAL CORPO (November 2nd, 2006)

CREDIT AGREEMENT dated as of October 31, 2006 (this “Agreement”), among DRESSER HOLDINGS, INC., a Delaware corporation (“Holdings”), DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower” and, together with the U.S. Borrower, the “Borrowers”), the LENDERS party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent for the Term B Loan Facility referred to below (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Term Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Revolving Facility referred to below (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Revolving Administrative Agent”), MORGAN STANLEY & CO. INC

Dresser Inc – Dresser, Inc. Announces New $935 Million Senior Secured Credit Facility, Purchase of Tendered 9 3/8% Senior Subordinated Notes and Redemption of Remaining Notes (November 2nd, 2006)

DALLAS, TEXAS (Oct. 31, 2006)—Dresser, Inc. announced today that it has entered into a new $935 million senior secured credit facility as of Oct. 31, 2006.

Dresser Inc – SEVENTH SUPPLEMENTAL INDENTURE (October 10th, 2006)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 6, 2006, among Dresser, Inc., a Delaware corporation (the “Company”), the Guarantors named herein (the “Guarantors”) and U.S. Bank National Association, as successor trustee (the “Trustee”).

Dresser Inc – OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT Dresser, Inc. Offer to Purchase for Cash Any and All of Its Outstanding 9 3/8% Senior Subordinated Notes due 2011 (CUSIP No. 26157VAB3, ISIN US26157VAB36) and Solicitation of Consents to Proposed Amendments to the Related Indenture (September 26th, 2006)

This Offer to Purchase and the related Consent and Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

Dresser Inc – Dresser, Inc. Commences Tender Offer and Consent Solicitation for 9 3/8% Senior Subordinated Notes due 2011 (September 26th, 2006)

DALLAS, TEXAS (Sept. 25, 2006)—Dresser, Inc. announced today that it has commenced a cash tender offer for any and all of its outstanding 9 3/8% senior subordinated notes due 2011 and a solicitation of consents for proposed amendments to the indenture.

Dresser Inc – AMENDMENT NO. 15 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of September 8,2006 (September 12th, 2006)

AMENDMENT NO. 15 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of September 8, 2006 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – Dresser, Inc. Announces Plans to Refinance Debt, Revises Amendment Sought from Senior Secured Lenders (September 6th, 2006)

DALLAS, TEXAS (Sept. 5, 2006)—Dresser, Inc. announced today that it has received a financing commitment from Morgan Stanley and Credit Suisse which provides for the refinancing of Dresser’s existing senior secured credit facility, senior unsecured term loan and 9 3/8% senior subordinated notes due 2011.

Dresser Inc – SEVENTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of August 22, 2006 (August 24th, 2006)

SEVENTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of August 22, 2006 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined below), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – SIXTH SUPPLEMENTAL INDENTURE (June 6th, 2006)

SIXTH SUPPLEMENTAL INDENTURE, dated as of May 31, 2006, among Dresser, Inc., a Delaware corporation (the "Company"), the Guarantors named herein and U.S. Bank National Association, as successor trustee (the "Trustee").

Dresser Inc – Dresser, Inc. Announces Changes in Consent Solicitation for Holders of 9 3/8% Senior Subordinated Notes Due 2011 (May 26th, 2006)

DALLAS, TEXAS (May 26, 2006)—Dresser, Inc. announced today that it is extending the expiration time of its previously announced consent solicitation from the holders of its outstanding 9 3/8% Senior Subordinated Notes due 2011 from May 26, 2006, to 5 p.m., New York City time, on May 31, 2006, unless further extended or terminated by Dresser. Dresser also announced that it is amending the terms of the consent solicitation pursuant to a Supplement to the Consent Solicitation Statement, dated May 26, 2006.

Dresser Inc – DRESSER, INC. Solicitation of Consents and Waivers Relating to the $550,000,000 of 9 3/8% Senior Subordinated Notes due 2011 CUSIP NO. 26157VAB3 ISIN: US26157VAB36 (May 26th, 2006)

This Supplement hereby amends the Consent Solicitation Statement, dated May 9, 2006 (the “Consent Solicitation Statement” and, as amended hereby, the “Supplemented Consent Solicitation Statement”), relating to the 9-3/8% Senior Subordinated Notes due 2011 of Dresser, Inc. Capitalized terms used, but not defined, in this Supplement have the meanings assigned to them in the Consent Solicitation Statement. All references to and requirements regarding the Consent Solicitation Statement contained in any document used by or on behalf of Dresser in connection with the Consent Solicitation shall be deemed to refer to the Supplemented Consent Solicitation Statement.

Dresser Inc – Dresser, Inc. Begins Solicitation of Consents from Holders of 9 3/8% Senior Subordinated Notes Due 2011 (May 9th, 2006)

DALLAS, TEXAS (May 9, 2006)—Dresser, Inc. announced today that it has commenced a solicitation of consents from holders of record as of May 8, 2006, of its outstanding $550.0 million principal amount of 9 3/8% Senior Subordinated Notes due 2011 for the amendment and waiver of certain reporting requirements in the indenture for the notes. The amendment and waiver are related to the company’s previously announced delay in issuing its 2005 annual and 2006 quarterly financial statements.

Dresser Inc – DRESSER, INC. Solicitation of Consents and Waivers Relating to the $550,000,000 of 9 3/8% Senior Subordinated Notes due 2011 CUSIP NO. 26157VAB3 ISIN: US26157VAB36 (May 9th, 2006)

Dresser is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the “SEC”). Such reports and other information can be inspected, without charge, and copied at the Public Reference Section of the SEC located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a web site at http://www.sec.gov, which contains reports and other information regarding registrants that file electronically with the SEC. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549).

Dresser Inc – AMENDMENT NO. 14 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of April 14, 2006 (April 18th, 2006)

AMENDMENT NO. 14 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of April 14, 2006 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of April 14, 2006 (April 18th, 2006)

SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of April 14, 2006 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined below), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – AMENDMENT NO. 13 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of March 30, 2006 (April 4th, 2006)

AMENDMENT NO. 13 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of March 30, 2006 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 10th, 2006)

This Executive Employment Agreement (“Agreement”), dated this 1st day of January, 2006, is entered into by and between Dresser, Inc. and any of its subsidiaries and affiliates as may employ Employee from time to time, (collectively, “Employer” or “Dresser, Inc.”) and Robert D. Woltil (“Employee”).

Dresser Inc – SEVERANCE AGREEMENT AND RELEASE OF CLAIMS (December 21st, 2005)

This Severance Agreement and Release of Claims (“Agreement”) is entered into between Dresser, Ltd., a Bermuda corporation (“DL”), Dresser, Inc., a Delaware corporation (“DI” and with DL, collectively, the “Company”) and Andrew E. Graves (“Employee”).

Dresser Inc – AMENDED AND RESTATED DRESSER, LTD. SHARE INCENTIVE PLAN (December 21st, 2005)
Dresser Inc – FIFTH SUPPLEMENTAL INDENTURE (December 21st, 2005)

FIFTH SUPPLEMENTAL INDENTURE, dated as of December 19, 2005, among Dresser, Inc., a Delaware corporation (the “Company”), the Guarantors named herein and U.S. Bank National Association, as successor trustee (the “Trustee”).

Dresser Inc – DRESSER, INC. INCENTIVE PLAN (Restatement dated February 17, 2003) (December 21st, 2005)

The purpose of this Incentive Plan (this “Plan”) of Dresser, Inc., a Delaware corporation (“Dresser” or the “Company”), is to develop a “total compensation” strategy that will link all Dresser employees through a common set of Company and employee performance goals based on a common measure. This Plan is designed to enable the Company to work toward its goal of being a high-growth/high-performance organization, where all employees contribute to earnings, and in turn, can earn incentive compensation as a result of achieving or exceeding established profitability targets. This is a restatement of the Dresser, Inc. EBITDA Incentive Profit Sharing Plan.

Dresser Inc – FOURTH SUPPLEMENTAL INDENTURE (December 21st, 2005)

FOURTH SUPPLEMENTAL INDENTURE, dated as of December 4, 2003, among Dresser, Inc., a Delaware corporation (the “Company”), the Guarantors named herein and U.S. Bank National Association, as successor trustee (the “Trustee”).

Dresser Inc – DRESSER, INC. ELECTIVE DEFERRAL PLAN (December 21st, 2005)
Dresser Inc – SUPPLEMENTAL PLAN FOR DRESSER, INC. Effective April 10, 2001 (December 21st, 2005)
Dresser Inc – DRESSER, INC. Solicitation of Consents and Waivers Relating to the $550,000,000 of 9 3/8% Senior Subordinated Notes due 2011 CUSIP NO. 26157VAB3 ISIN: US26157VAB36 (December 6th, 2005)

This Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Consent Solicitation. The following summary is not intended to be complete. Holders are urged to read the more detailed information set forth elsewhere and incorporated by reference in this Consent Solicitation Statement. Each of the capitalized terms used in this Summary and not defined herein has the meaning set forth elsewhere in this Consent Solicitation Statement.

Dresser Inc – Dresser, Inc. Solicits Consents from Holders of 9 3/8% Senior Subordinated Notes Due 2011 (December 6th, 2005)

DALLAS, TEXAS (Dec. 6, 2005)—Dresser, Inc. announced today that it has commenced a solicitation of consents from holders of record as of Dec. 6, 2005, of its outstanding $550.0 million principal amount of 9 3/8% Senior Subordinated Notes due 2011 for the amendment and waiver of certain reporting requirements in the indenture for the notes. The amendment and waiver are related to the company’s previously announced delay in issuing restated financial statements.

Dresser Inc – AMENDMENT #1 TO PURCHASE AGREEMENT (December 2nd, 2005)

This AMENDMENT #1 (the “Amendment”) TO PURCHASE AGREEMENT (the “Purchase Agreement”), dated as of November 30, 2005, is entered into between COOPER CAMERON CORPORATION, a corporation incorporated under the laws of Delaware (“Purchaser”), and DRESSER, INC., a corporation incorporated under the laws of Delaware (“Dresser”), RING-O VALVE SRL, DRESSER ITALIA SRL, DRESSER VALVES EUROPE GMBH, DRESSER NETHERLANDS BV, DRESSER INDUSTRIAL PRODUCTS, DRESSER INDUSTRIA COMERCIO LTDA., RING-O VALVE INTERNATIONAL BV, FIRSA INTERNATIONAL LTD., ENTECH UK INDUSTRIES LIMITED, RING-O VALVE, INCORPORATED, DRESSER ENTECH, INC., DI CANADA, INC. AND DI NETHERLANDS BV (the “Retained Business Companies” and collectively with Dresser, the “Sellers”).

Dresser Inc – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT BETWEEN DRESSER, INC. AS SELLER AND ASHCROFT HOLDINGS, INC. AS BUYER Dated November 30, 2005 (December 2nd, 2005)

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is entered into on November 30, 2005 by and between Dresser, Inc., a Delaware corporation (“Seller”), and Ashcroft Holdings, Inc., a Delaware corporation (“Buyer”).

Dresser Inc – FIFTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of November 14, 2005 (November 16th, 2005)

FIFTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of November 14, 2005 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined below), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – AMENDMENT NO. 12 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of November 14, 2005 (November 16th, 2005)

AMENDMENT NO. 12 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of November 14, 2005 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – AMENDMENT NO. 11 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of September 29, 2005 (October 4th, 2005)

AMENDMENT NO. 11 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of September 29, 2005 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – FOURTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of September 29, 2005 (October 4th, 2005)

FOURTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of September 29, 2005 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined below), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

Dresser Inc – ASSET PURCHASE AGREEMENT BETWEEN DRESSER, INC. AS SELLER AND ASHCROFT HOLDINGS, INC. AS BUYER Dated September 2, 2005 (September 8th, 2005)

This Asset Purchase Agreement (this “Agreement”) is entered into on September 2, 2005 by and between Dresser, Inc., a Delaware corporation (“Seller”), and Ashcroft Holdings, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are referred to collectively herein as the “Parties.”

Dresser Inc – PURCHASE AGREEMENT (September 8th, 2005)

This PURCHASE AGREEMENT, dated as of September 1, 2005, is entered into between COOPER CAMERON CORPORATION, a corporation incorporated under the laws of Delaware (“Purchaser”), and DRESSER, INC. (“Dresser”), which in turn will cause each of RING-O VALVE SRL, DRESSER ITALIA SRL, DRESSER VALVES EUROPE GMBH, DRESSER NETHERLANDS BV, DRESSER INDUSTRIAL PRODUCTS, DRESSER INDUSTRIA COMERCIO LTDA., RING-O VALVE INTERNATIONAL BV, FIRSA INTERNATIONAL LTD., ENTECH UK INDUSTRIES LIMITED, RING-O VALVE INC., DRESSER ENTECH INC., DI CANADA, INC. AND DI NETHERLANDS BV (the “Retained Business Companies”) to become parties hereto, and which, along with Dresser, are referred to herein as the “Sellers”.

Dresser Inc – AMENDMENT NO. 10 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of July 14, 2005 (July 18th, 2005)

AMENDMENT NO. 10 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of July 14, 2005 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.