0000950168-02-003791 Sample Contracts

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Credit Agreement • December 16th, 2002 • Dresser Inc • Measuring & controlling devices, nec • New York

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), and 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”), DEG ACQUISITIONS, LLC, a limited liability company organized and existing under the laws of Delaware (“DEG Acquisitions”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings”), the Subsidiary Guarantors party to the Credit Agreement referred to below (the “Subsidiary Guarantors”), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), WELLS FARGO BANK TEXAS, N.A., as the swing line bank, MORGAN STANLEY & CO. INCORPORATED, as collateral agent (the “Collateral Agent”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Administrative Agent”) for the Lenders and CREDIT SUISSE FIRST BOSTON,

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