Exhibit 4.1
AMENDMENT NO. 4 AND WAIVER TO THE
CREDIT AGREEMENT
Dated as of March 31, 2003
AMENDMENT NO. 4 AND WAIVER 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"), XXXXX FARGO BANK TEXAS, N.A.,
as the swing line bank, XXXXXX XXXXXXX & CO. INCORPORATED, as collateral agent
(the "Collateral Agent"), XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative
agent (the "Administrative Agent") for the Lenders and CREDIT SUISSE FIRST
BOSTON, as syndication agent (the "Syndication Agent", and together with the
Collateral Agent and the Administrative Agent, the "Agents").
PRELIMINARY STATEMENTS:
(1) The Borrowers, DEG Acquisitions, the Subsidiary Guarantors, the
Lenders and the Agents have entered into a Credit Agreement dated as of April
10, 2001, as amended by Amendment No. 1 thereto dated as of March 13, 2002,
Amendment No. 2 thereto dated as of June 17, 2002 and Amendment No. 3 thereto
dated as of December 11, 2002 (such Credit Agreement, as amended, supplemented
or otherwise modified through the date hereof, the "Credit Agreement"). Dresser
Holdings has entered into an Assignment and Assumption Agreement dated as of
July 3, 2002 with DEG Acquisitions whereby Dresser Holdings assumed the duties
and liabilities of DEG Acquisitions under the Credit Agreement and Security
Agreement. Capitalized terms not otherwise defined in this Amendment No. 4 and
Waiver have the same meanings as specified in the Credit Agreement.
(2) The Borrowers have requested that the Lenders (i) amend certain
provisions of the Credit Agreement and (ii) waive certain requirements of the
Credit Agreement for a specified period of time as provided herein.
(3) The Lenders party hereto, constituting not less than the Required
Lenders are, on the terms and conditions stated below, willing to grant the
request of the Borrowers as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration the sufficiency of
which is hereby acknowledged, and subject to the terms and conditions of this
Amendment No. 4 and Waiver, the parties agree as follows:
2
SECTION 1. The Amendment. Subject to the satisfaction of the
conditions precedent set forth in Section 3, the Credit Agreement is, effective
as of the date hereof, hereby amended as follows:
(a) The following definitions are hereby added to Section 1.01 of the
Credit Agreement in the correct alphabetical order:
""Amendment No. 4 and Waiver " means Amendment No. 4 and Waiver
to this Agreement dated as of March 31, 2003 among the Borrowers, DEG
Acquisitions, the Subsidiary Guarantors, the Lenders party thereto and
the Agents."
""Amendment No. 4 and Waiver Effective Date" has the meaning set
forth in Section 3 of Amendment No. 4 and Waiver."
""Suspension Period" means the period of time beginning on the
Amendment No. 4 and Waiver Effective Date and ending on the earlier of
the (i) the date that is 125 days after the Amendment No. 4 and Waiver
Effective Date and (ii) the date on which the Agents receive (x) the
audited annual financial statements for the U.S. Borrower and its
Subsidiaries for the Fiscal Year ended in 2002 and (y) the revised,
audited financial statements for the U.S. Borrower and its
Subsidiaries for the Fiscal Year ended in 2001, in each case, in
accordance with the requirements set forth in Section 2(b) of
Amendment No. 4 and Waiver."
(b) The definition of "Applicable Margin" in Section 1.01 of the
Credit Agreement is amended by adding at the end thereof the following new
sentence:
"Notwithstanding anything herein to the contrary but subject to
the immediately succeeding sentence, for all purposes of the
Agreement, the Applicable Margin shall be at Level VI during the
period beginning on January 1, 2003 and ending on the date that the
conditions set forth in Section 2(b) of Amendment No. 4 and Waiver are
met, and thereafter shall be determined in accordance with this
definition without giving effect to this sentence. During the
Suspension Period, for all purposes of the Agreement, the Applicable
Margin in effect from time to time pursuant to any of the foregoing
for each of the Eurodollar Rate Advances and the Base Rate Advances
shall increase by 0.50% per annum. "
(c) The definition of "EBITDA" in Section 1.01 of the Credit Agreement
is hereby amended by adding at the end thereof the following new proviso:
", provided, further that, for purposes of each of the second,
third and fourth fiscal quarters of the Fiscal Year ended in 2002,
Consolidated EBITDA of the U.S. Borrower and its Subsidiaries shall
mean, respectively, U.S.$47,700,000, U.S.$46,900,000 and
U.S.$29,400,000.
3
(d) The definition of "Permitted Acquisition" in Section 1.01 of the
Credit Agreement is hereby amended by amending and restating in its
entirety clause (f) thereof to read as follows:
"(f) (1) during the Suspension Period, the aggregate
consideration for such acquisition (together with any Investment made
during the Suspension Period in accordance with Section 5.02(f)(ix))
shall not exceed $2,000,000 and (2) at any time after the termination
of the Suspension Period, the aggregate consideration for such
acquisition, when added to all such consideration for all such prior
acquisitions (not taking into account the Pending Acquisition but
taking into account any acquisitions made during the Suspension
Period), shall not exceed the sum of (i) U.S.$95,000,000 and (ii) the
lesser of (A) U.S.$50,000,000 and (B) the aggregate amount of all
payments on the Tranche A U.S. Term Advances, the Tranche A Euro Term
Advances and the Tranche B Term Advances previously made from (x)
Excess Cash Flow, (y) Net Cash Proceeds from any sale, lease transfer
or other disposition of any assets, or (z) optional prepayments."
(e) Section 2.02 of the Credit Agreement is hereby amended by adding a
new clause (g) at the end thereof to read as follows:
"Notwithstanding anything in this Credit Agreement to the
contrary, during the Suspension Period, at any time at which the U.S.
Borrower and its Subsidiaries hold cash or Cash Equivalents in an
aggregate amount equal to or greater than U.S.$70,000,000, the U.S.
Borrower shall not request the making of Revolving Credit Advances
(other than Revolving Credit Advances used to repay Letter of Credit
Advances) or Swing Line Advances, and the Revolving Credit Lenders and
the Swing Line Bank, respectively, shall have no obligation to make
any such Advances."
(f) Section 3.02 of the Credit Agreement is hereby amended by adding
at the end thereof the following new sentence:
"In addition to any of the certificates, opinions and other
documents that may be requested pursuant to the immediately foregoing
clause (b), during the Suspension Period, on the occasion of each
Borrowing, the U.S. Borrower shall deliver a certificate to the
Administrative Agent to the effect that (1) prior to the making of the
proposed Borrowing, the U.S. Borrower and its Subsidiaries do not hold
cash or Cash Equivalents in an aggregate amount equal to or in excess
of U.S.$70,000,000 and (2) after giving effect to the proposed
Borrowing, the U.S. Borrower will be in pro forma compliance with the
financial covenants set forth in Section 5.04."
(g) Section 5.01(i)(iv) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
4
"(iv) at any time after the expiration of the Suspension
Period, the payment of customary annual management, consulting
and advisory fees and related expenses to the Permitted Investors
and their Affiliates made pursuant to any financial advisory,
financing, underwriting or placement agreement or in respect of
other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures which
are approved by the board of directors of the U. S. Borrower or
such Subsidiary Guarantor in good faith in an aggregate amount
not to exceed $5,000,000 per year;"
(h) Section 5.01(k) of the Credit Agreement is hereby amended by
adding the following clause (iii) at the end thereof:
"(iii) Within 90 days of the Amendment No. 4 and Waiver Effective
Date, the U.S. Borrower hereby agrees to deliver to the Administrative
Agent, with sufficient copies for each Lender Party, deeds of trust,
trust deeds, or mortgages, in substantially the form of Exhibit E and
covering the properties set forth on Schedule I to Amendment No. 4 and
Waiver (together with the Assignments of Leases and Rents referred to
therein, the "Additional Mortgages"), duly executed by the appropriate
Loan Party in form required for filing or recordation in all filing or
recording offices that the Administrative Agent may deem necessary or
desirable in order to create a valid first and subsisting Lien
(subject to any Liens permitted by Section 5.02(a) existing as of the
Amendment No. 4 and Waiver Effective Date) on the property described
therein in favor of the Collateral Agent for the benefit of the
Secured Parties together with (A) evidence that all filing and
recording taxes and fees have been paid, (B) fully paid American Land
Title Association Lender's Extended Coverage title insurance policies
(the "Additional Mortgage Policies") in form and substance, with
endorsements available in the States in which the mortgaged properties
are located, and in the amounts indicated on Schedule I to Amendment
No. 4 and Waiver issued, coinsured and reinsured by title insurers
reasonably acceptable to the Administrative Agent, insuring the
Additional Mortgages to be valid first and subsisting Liens (subject
to any Liens permitted by Section 5.02(a) existing as of the Amendment
No. 4 and Waiver Effective Date) on the property described therein,
free and clear of all material defects and encumbrances, excepting
only Liens permitted by Section 5.02(a) existing as of the Amendment
No. 4 and Waiver Effective Date, and providing for such other
affirmative insurance and such coinsurance and direct access
reinsurance as the Administrative Agent may deem necessary or
desirable, (C) the Assignments of Leases and Rents referred to in the
Additional Mortgages, duly executed by the appropriate Loan Party, (D)
evidence of the insurance required by the terms of the Additional
Mortgages, (E) favorable opinions of local Counsel to the Lender
Parties with respect to the Additional Mortgages, and (F) evidence
that all other actions necessary or desirable in order to create valid
first and subsisting Liens (subject to any Liens permitted by Section
5.02(a) existing as of the Amendment No. 4 and Waiver Effective Date)
on the property described in the Additional Mortgages has been taken."
(i) Section 5.02(f) of the Credit Agreement is hereby amended by
adding at the end of clause (ix) thereof the following new proviso:
5
", provided further that during the Suspension Period, the
aggregate amount of Investments made in accordance with Section
5.02(f)(ix) together with the aggregate consideration paid in
respect of any Permitted Acquisitions made during the Suspension
Period shall not exceed U.S.$2,000,000."
(j) Section 5.02(g) of the Credit Agreement is hereby amended by
adding the phrase "at any time after the expiration of the Suspension
Period," at the beginning of each of clauses (iii) and (v) thereof.
(k) Section 5.02(n) of the Credit Agreement is hereby amended and
restated in full to read as follows:
"(n) Capital Expenditures. Make, or permit any of its
Subsidiaries to make, any Capital Expenditures that would cause
the aggregate of all such Capital Expenditures made by the Parent
and its Subsidiaries (excluding expenditures made with Net Cash
Proceeds that shall have been reinvested in accordance with this
Agreement and the reimbursement of insurance proceeds) in any
period set forth below to exceed (1) during the Suspension
Period, U.S.$15,000,000 and (2) at any time after the expiration
of the Suspension Period, the sum of (a) 25% of the increase (the
"Increase Portion") in Consolidated Pro Forma Adjusted EBITDA due
solely to the consummation of a Permitted Acquisition or Pending
Acquisition during such period or any prior period (such Increase
Portion to be applied pro rata for the remaining of the Fiscal
Year in which such Permitted Acquisition or Pending Acquisition
is consummated), and (b) the amount set forth below for such
period:
======================================================
Fiscal Year Ending In Amount
------
------------------------------------------------------
December 31, 2001 U.S.$48,000,000
December 31, 2002 U.S.$50,000,000
December 31, 2003 U.S.$53,000,000
December 31, 2004 U.S.$56,000,000
December 31, 2005 U.S.$59,000,000
For each Fiscal
Year thereafter U.S.$62,000,000
======================================================
Notwithstanding the foregoing, in the event that the amount
of Capital Expenditures permitted to be made in any Fiscal Year
(before giving effect to any increase in such permitted
expenditure amount pursuant to this sentence) exceeds the amount
of Capital Expenditures made during such Fiscal Year, such excess
(the "Rollover Amount") may be carried forward and utilized to
make Capital Expenditures in the next succeeding Fiscal year,
provided that in no event shall the aggregate amount of Capital
Expenditures made during any Fiscal Year pursuant to this
sentence exceed 150% of the Capital Expenditures that would be
permitted to be made but for the provisions of this sentence;
provided, further that the amount set forth above for the Fiscal
Year ending December 31, 2003 shall be
6
reduced by the aggregate amount of any Capital Expenditures made during
the Suspension Period."
(l) Section 5.04(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(a) Total Debt/EBITDA Ratio. Maintain at the end of each fiscal
quarter of the U.S. Borrower a Total Debt/EBITDA Ratio of not more than
the amount set forth below for each period set forth below:
===============================================
Quarter Ending Ratio
===============================================
March 31, 2002 4.90:1.00
June 30, 2002 4.90:1.00
September 30, 2002 4.90:1.00
December 31, 2002 5.50:1.00
March 31, 2003 5.75:1.00
June 30, 2003 5.95:1.00
September 30, 2003 5.95:1.00
December 31, 2003 5.30:1.00
March 31, 2004 5.00:1.00
June 30, 2004 4.80:1.00
September 30, 2004 4.50:1.00
December 31, 2004 4.10:1.00
March 31, 2005 3.75:1.00
June 30, 2005 3.75:1.00
September 30, 2005 3.75:1.00
December 31, 2005 3.75:1.00
March 31, 2006 3.25:1.00
June 30, 2006 3.25:1.00
September 30, 2006 3.25:1.00
December 31, 2006 3.25:1.00
For each fiscal quarter thereafter 3.00:1.00
===============================================
"
(m) Section 5.04 (b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) Interest Coverage Ratio. Maintain at the end of each fiscal
quarter of the U.S. Borrower an Interest Coverage Ratio of not less
than the amount set forth below for each period set forth below:
7
================================================
Quarter Ending Ratio
================================================
March 31, 2002 2.00:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.00:1.00
March 31, 2003 1.85:1.00
June 30, 2003 1.80:1.00
September 30, 2003 1.80:1.00
December 31, 2003 2.00:1.00
March 31, 2004 2.15:1.00
June 30, 2004 2.15:1.00
September 30, 2004 2.30:1.00
December 31, 2004 2.30:1.00
March 31, 2005 2.60:1.00
June 30, 2005 2.60:1.00
September 30, 2005 2.60:1.00
December 31, 2005 2.60:1.00
March 31, 2006 2.90:1.00
June 30, 2006 2.90:1.00
September 30, 2006 2.90:1.00
December 31, 2006 2.90:1.00
For each fiscal quarter thereafter 3.00:1.00
================================================
"
SECTION 2. The Waiver. (a) Subject to Section 3 hereof, the
Required Lenders hereby agree to waive for the period from the date hereof
through the date that is the earlier of (1) 125 days after the Amendment No. 4
and Waiver Effective Date and (2) the date on which the requisite holders of the
Senior Subordinated Notes exercise their right to give a notice of acceleration
pursuant to Section 6.02 of the Indenture under which the Senior Subordinated
Debt was issued (the "Waiver Termination Date"), (x) the requirements of Section
5.03(b) of the Credit Agreement for the Fiscal Years ended in 2002 and 2001 and
Section 5.03(c) of the Credit Agreement for the first three quarters of the
Fiscal Year ended in 2001 and 2002 and the first quarter of the Fiscal Year
ending in 2003, (y) any Defaults arising solely in connection with or in
consequence of the failure of the Borrowers to comply with the requirements of
Sections 5.03(b) and 5.03(c) for the periods set forth in the immediately
preceding clause (x) or any breach of the representations set forth in Section
4.01(g) or (h) of the Credit Agreement or any failure to deliver notice thereof
or any subsequent representation as to the absence thereof and (z) the Event of
Default described in clause (e) of Section 6.01 of the Credit Agreement arising
from a default under Section 4.03 of the Indenture under which the Senior
Subordinated Debt was
8
issued as a result of the Borrower's failure to meet the requirements of
Sections 5.03(b) and (c) for the periods set forth in the foregoing clause (x).
If the conditions of Section 2(b) below are not met on or prior to the Waiver
Termination Date, then, effective after the Waiver Termination Date, without any
further action by the Administrative Agent or the Lenders, all of the terms and
provisions set forth in the Loan Documents with respect to Defaults thereunder
that are waived hereunder and not cured prior to the Waiver Termination Date
shall have the same force and effect as if (i) this Amendment No. 4 and Waiver
had not been entered into by the parties hereto and (ii) any grace period
specified in Section 6.01 with respect to any such Defaults had expired, and the
Administrative Agent and the Lenders shall have all of the rights and remedies
afforded to them under the Loan Documents with respect to any such Defaults as
though no waiver had been granted by them hereunder. If the conditions of
Section 2(iii) below are met on or prior to the Waiver Termination Date, then,
effective concurrently therewith, without any further action by the
Administrative Agent or the Lenders, the waivers set forth in clauses (x), (y)
and (z) of the first sentence of this Section 2(b) shall become permanently
effective as fully as if no provision had ever been set forth in this Section
2(a) as to the termination of such waivers.
(b) Prior to the Waiver Termination Date, the U.S. Borrower will
furnish to the Agents and the Lender Parties revised, audited annual financial
statements for the Fiscal Year ended in 2001 and audited annual financial
statements for the Fiscal Year ended in 2002, in each case as required by
Section 5.03(b) of the Credit Agreement.
SECTION 3. Conditions of Effectiveness. This Amendment No. 4 and Waiver
shall become effective as of the first date (the "Amendment No. 4 and Waiver
Effective Date") on which each of the following conditions precedents shall have
been satisfied:
(a) The Administrative Agent shall have received counterparts of this
Amendment No. 4 and Waiver executed by the Borrowers, DEG Acquisitions,
Dresser Holdings and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment No. 4 and Waiver.
(b) All of the accrued fees and expenses of the Administrative Agent
and the Lender Parties (including the accrued fees and expenses of counsel
for the Administrative Agent) shall have been paid in full.
(c) The Administrative Agent shall have received the consent attached
hereto duly executed by each Guarantor and each Grantor.
(d) The U.S. Borrower shall have paid to the Administrative Agent, for
the benefit of the applicable Lenders, a fee equal to 0.125% of the
aggregate Commitments of each Lender that has executed and delivered this
Amendment No. 4 and Waiver on or before April 2, 2003.
This Amendment No. 4 and Waiver is subject to the provisions of Section
9.01 of the Credit Agreement.
9
SECTION 4. Representations and Warranties of the Borrower. Each
Borrower represents and warrants as follows:
(a) On the date hereof, after giving effect to this Amendment No. 4 and
Waiver, (i) no event has occurred and is continuing, or would result from
the effectiveness of this Amendment No. 4 and Waiver, that constitutes a
Default and (ii) all representations and warranties set forth in the Loan
Documents shall be true and correct in all material respects.
(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by
the Borrowers of this Amendment No. 4 and Waiver and by the Guarantors and
the Grantors of the consent attached hereto or other transactions
contemplated hereby.
(c) This Amendment No. 4 and Waiver has been duly executed and
delivered by the Borrowers. The consent attached hereto has been duly
executed and delivered by each of the Guarantors and the Grantors. This
Amendment No. 4 and Waiver and each of the other Loan Documents, as amended
hereby, to which each Borrower, each Guarantor and each Grantor is a party
are legal, valid and binding obligations of such Borrower, such Guarantor
and such Grantor, as applicable, enforceable against such Borrower, such
Guarantor and such Grantor, as applicable, in accordance with their
respective terms.
SECTION 5. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment No. 4 and Waiver,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment No. 4 and Waiver.
(a) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment No. 4 and Waiver, are and
shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment No. 4 and Waiver.
(b) The execution, delivery and effectiveness of this Amendment No. 4
and Waiver shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any Lender or the Administrative Agent under
any of the Loan Documents, nor constitute a waiver of any provision of any of
the Loan Documents.
SECTION 6. Execution in Counterparts. This Amendment No. 4 and Waiver
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed
10
counterpart of a signature page to this Amendment No. 4 and Waiver by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 4 and Waiver.
SECTION 7. Governing Law. This Amendment No. 4 and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
DRESSER, INC., as U.S. Borrower
By ________________________________
Name:
Title:
D.I. LUXEMBOURG S.A.R.L.,
as Euro Borrower
By _______________________________________
Name:
Title:
DEG ACQUISITIONS, LLC
By: FIRST RESERVE FUND VIII, L.P.,
a Delaware limited partnership, its Manager
By: FIRST RESERVE GP VIII, L.P.,
a Delaware limited partnership, its general
partner
By: FIRST RESERVE CORPORATION,
a Delaware corporation, its general
partner
By: _________________________________
Name:
Title:
DRESSER HOLDINGS, INC.
By __________________________________
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Administrative Agent
By _________________________________
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED,
as Collateral Agent
By _______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By _______________________________
Name:
Title:
By _______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Documentation Agent
By ___________________________________
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO
TERM LENDERS AND TRANCHE A U.S.TERM LENDERS
_________________________________________
[Print Name of Financial Institution]
By ______________________________________
Name:
Title:
TRANCHE B TERM LENDERS
_________________________________________
[Print Name of Financial Institution]
By ______________________________________
Name:
Title:
ISSUING BANKS
XXXXX FARGO BANK, N.A.
By __________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By __________________________________
Name:
Title:
By __________________________________
Name:
Title:
SWING LINE BANK
XXXXX FARGO BANK TEXAS, N.A.
By __________________________________
Name:
Title:
CONSENT
Dated as of March 31, 2003
Each of the undersigned as a Loan Party under the Credit Agreement
referred to in the foregoing Amendment No. 4 and Waiver and as Grantor under the
Security Agreement dated as of April 10, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Security Agreement") in favor of the
Collateral Agent, for its benefit and the benefit of the Lenders party to the
Credit Agreement referred to in the foregoing Amendment No. 4 and Waiver, hereby
consents to such Amendment No. 4 and Waiver and hereby confirms and agrees that
(a) notwithstanding the effectiveness of such Amendment No. 4 and Waiver, each
Loan Document is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment No. 4 and Waiver, each reference in each Loan
Document to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment No. 4 and Waiver, and (b) the Collateral Documents to which such
Grantor is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations (in each case,
as defined therein).
DEG ACQUISITIONS, LLC
By: FIRST RESERVE FUND VIII, L.P.,
a Delaware limited partnership, its Manager
By: FIRST RESERVE GP VIII, L.P.,
a Delaware limited partnership, its general
partner
By: FIRST RESERVE CORPORATION,
a Delaware corporation, its general
partner
By:_________________________________
Name:
Title:
DRESSER HOLDINGS, INC.
By __________________________________
Name:
Title:
DRESSER INTERNATIONAL, INC.
By __________________________________
Name:
Title:
DRESSER RE, INC.
By __________________________________
Name:
Title:
DRESSER RUSSIA, INC.
By __________________________________
Name:
Title:
LVF HOLDING CORPORATION
By __________________________________
Name:
Title:
MODERN ACQUISITION, INC.
By __________________________________
Name:
Title:
DRESSER ENTECH, INC.
By _________________________________________
Name:
Title:
RING-O VALVE, INCORPORATED
By _________________________________________
Name:
Title:
SCHEDULE I TO
AMENDMENT NO. 4 AND WAIVER
-----------------------------------------------
Location
-------------------------------------------------------------------------------------------------
Division Description (Address) Country State County City
-------------------------------------------------------------------------------------------------
Flow Solutions Bldg @ 00 Xxxxxxx Xxxxxx XX Xxxxxxxxxxxxx Xxxxxxx Xxxx
-------------------------------------------------------------------------------------------------
Flow Solutions Building US Louisiana Rapides Alexandria
-------------------------------------------------------------------------------------------------
Instrument 000 Xxxxxxxx Xxxx Xxxxx, XX US Kentucky Madison Berea
-------------------------------------------------------------------------------------------------
Xxxxx 0000 Xxxxxxx Xxx - Xxxxxxxx Xxxx XX Texas Xxxxxx Xxxxxx
Facility
-------------------------------------------------------------------------------------------------
------------------------------------------
Net Book Value per
----------------
Division Original Schedule Net Book Value as of
4.01 (v) December 31, 2002
----------------------------------------------------------
Flow Solutions 4,637 1,760,050
----------------------------------------------------------
Flow Solutions 1,786,000 1,586,000
----------------------------------------------------------
Instrument 594,685
----------------------------------------------------------
Xxxxx 2,017,477 1,784,881
----------------------------------------------------------
