Exhibit 4.8
EXECUTION COPY
AMENDMENT NO. 3 TO THE
CREDIT AGREEMENT
Dated as of December 11, 2002
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"), 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 and Amendment
No. 2 thereto dated as of June 17, 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 have the same meanings as specified in the Credit
Agreement.
(2) he Borrowers and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definitions of "Asset Securitization" and "Receivables
Subsidiary" in Section 1.01 of the Credit Agreement are amended in full to
read as follows:
" 'Asset Securitization' means any transaction or series of
transactions that may be entered into by the U.S. Borrower, the Euro
Borrower or any Subsidiary
Amendment No. 3 to the
Dresser Credit Agreement
2
pursuant to which the U.S. Borrower, the Euro Borrower or such
Subsidiary, as the case may be, may sell, convey or otherwise transfer
to a Receivables Subsidiary (in the case of a transfer by the U.S.
Borrower, the Euro Borrower or any Subsidiary) or may grant a security
interest in any Accounts Receivable and any assets related thereto,
including, without limitation, all collateral securing such Accounts
Receivable, all contracts and contract rights and all guarantees or
other obligations in respect of such Accounts Receivable, proceeds of
such Accounts Receivable and other assets (including contract rights)
which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset
securitization transactions involving accounts receivable, which Asset
Securitization shall be consummated pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent.
'Receivables Subsidiary' means any person in which the U.S. Borrower,
the Euro Borrower or any Subsidiary makes an Investment and to which the
U.S. Borrower, the Euro Borrower or any Subsidiary transfers Accounts
Receivable (and related assets including contract rights) in connection
with an Asset Securitization which engages in no activities other than
in connection with the financing of Accounts Receivable or related
assets (including contract rights) and which is designated by the Board
of Directors of the U.S. Borrower (as provided below) as a "Receivables
Subsidiary": (i) no portion of the Debt or any other Obligations
(contingent or otherwise) of which (A) is guaranteed by the U.S.
Borrower, the Euro Borrower or any Subsidiary (excluding guarantees of
Obligations (other than the principal of, and interest on, Debt)) other
than pursuant to Standard Securitization Undertakings, (B) is recourse
to or obligates the U.S. Borrower, the Euro Borrower or any Subsidiary
in any way other than pursuant to Standard Securitization Undertakings
or (C) subjects any property or asset of the U.S. Borrower, the Euro
Borrower or any Subsidiary, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings; (ii) with which neither the U.S. Borrower,
the Euro Borrower nor any Subsidiary has any material contractual,
agreement, arrangement or understanding other than on terms no less
favorable to the U.S. Borrower, the Euro Borrower or such Subsidiary
than those that might be obtained at the time from Persons that are not
Affiliates of the U.S. Borrower or the Euro Borrower, other than fees
payable in the ordinary course of business in connection with servicing
receivables of such entity; and (iii) to which neither the U.S.
Borrower, the Euro Borrower nor any Subsidiary has any obligation to
maintain or preserve such entity's financial condition or cause such
entity to achieve certain levels of operating results. Any such
designation by the Board of Directors of the U.S. Borrower shall be
evidenced to the Administrative Agent by filing with the Administrative
Agent a certified copy of a resolution of the Board of Directors of the
U.S. Borrower giving effect to such designation and an Officer's
Certificate of the U.S. Borrower certifying that such designation
complied with the foregoing conditions. Any Receivables Subsidiary shall
not be a Subsidiary for purposes of the Credit Agreement, except with
respect to the affirmative covenants set forth in Sections 5.01(a)
through and including 5.01(h),
Amendment No. 3 to the
Dresser Credit Agreement
3
except that the Collateral Agent (for the benefit of the Secured
Parties) shall be granted a security interest in all of the Equity
Interests in any Receivables Subsidiary to the extent owned by any Loan
Party; provided, however, that, in respect of any and all security
interests at any time held by the Collateral Agent or any of the other
Secured Parties in any Equity Interest in any Receivables Subsidiary
owned by any Loan Party: (1) the Collateral Agent and other Secured
Parties shall not be entitled (whether before or after the occurrence of
any Event of Default), unless the required consents and rating
confirmations under the documentation in respect of the applicable Asset
Securitization have been obtained by them, to (a) transfer and register
such Equity Interests in the name of a Secured Party or any designee or
nominee of a Secured Party, (b) foreclose such security interest
regardless of the bankruptcy or insolvency of any Loan Party, (c)
exercise any voting rights granted or appurtenant to such Equity
Interests, (d) enforce any right that the holder of any such Equity
Interest might otherwise have to liquidate, consolidate, combine,
collapse or disregard the entity status of such Receivables Subsidiary,
or (e) exercise or enforce any other right or remedy whatsoever that
otherwise might be granted or held (by law or contract, including the
Collateral Documents) by a secured party holding a security interest in
such Equity Interest, except only the right (i) to perfect such security
interest in any manner permitted by law, (ii) to retain such security
interest and maintain control over such Equity Interests, until all of
the principal, interest and fees constituting Secured Obligations are
paid in full in cash and (iii) to assert and enforce, in any bankruptcy
case, the right to have the Secured Obligations allowed in such case as
a secured claim to the extent of the value of such Equity Interests, and
(2) the Collateral Agent and other Secured Parties hereby waive and
forever release (and agree never to claim, demand, xxx upon or enforce)
any right to require (a) that any Receivables Subsidiary be in any
manner merged, combined, collapsed or consolidated with or into any Loan
Party, including by way of substantive consolidation in a bankruptcy
case or (b) that the status of any Receivables Subsidiary as a separate
entity be in any respect disregarded.
(b) The definition of "Securitization Receivables" in Section 1.01 of
the Credit Agreement is deleted in its entirety.
(c) Section 1.01 of the Credit Agreement is further amended by inserting
the following definitions in appropriate alphabetical order:
" 'Accounts Receivable" means any obligation owing to any of the U.S.
Borrower, the Euro Borrower or any Subsidiary (whether now existing or
arising or acquired in the future) for the payment of goods or services
provided by the U.S. Borrower, the Euro Borrower or any Subsidiary.'
'Fair Market Value' means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able
buyer, neither of whom is under undue pressure or compulsion to complete
the transaction. Fair Market Value shall be determined by the Board of
Directors of the U.S. Borrower acting
Amendment No. 3 to the
Dresser Credit Agreement
4
reasonably and in good faith and shall be evidenced by a resolution of
the Board of Directors of the U.S. Borrower delivered to the
Administrative Agent.
'Standard Securitization Undertaking' means representations,
warranties, covenants, repurchase obligations and indemnities entered
into by the U.S. Borrower, the Euro Borrower or any Subsidiary which are
reasonable and customary in accounts receivable transactions."
(d) Section 5.01(j) is amended by deleting the parenthetical "(other
than the Receivables Subsidiary)" in clause (y) thereof.
(e) Section 5.02(a) is amended by deleting clause (ix) thereof in its
entirety and substituting therefor the following:
"(ix) Liens arising in connection with any Asset Securitization."
(f) Section 5.02(b)(i) is amended by deleting subclause (D) thereof in
its entirety and substituting therefor the following:
"(D) Debt incurred in any Asset Securitization, which Debt is
non-recourse to the U.S. Borrower and its Subsidiaries (other than any
Receivables Subsidiary) to the extent customary in structured finance
transactions of such type; and"
(g) Section 5.02(b)(ii) is amended by deleting the word "and" at the end
of subclause (N) thereof, deleting the period at the end of subclause (O)
thereof and substituting therefor "; and", and inserting a new subclause (P)
to read as follows:
"(P) Debt incurred in any Asset Securitization, which Debt is
non-recourse to the U.S. Borrower and its Subsidiaries (other than any
Receivables Subsidiary) to the extent customary in structured finance
transactions of such type."
(h) Section 5.02(e) is amended by:
(i) deleting clause (v) thereof in its entirety and substituting
therefor the following:
"(v) sales of Accounts Receivable and related assets (including
contract rights) of the type specified in the definition of
Asset Securitization to a Receivables Subsidiary for the
Fair Market Value thereof, each of which shall include cash
in an amount at least equal to 65% of the Fair Market Value
thereof, provided that the U.S. Borrower shall, on the date
of receipt by any Loan Party or any of its Subsidiaries of
any Net Cash Proceeds (without taking into account the last
proviso of the definition of "Net Cash Proceeds") from any
initial sale and, to the extent of any subsequent net
increase in the aggregate receivables pool funded by any
Asset
Amendment No. 3 to the
Dresser Credit Agreement
5
Securitization, any incremental sale, of such Accounts
Receivable prepay the Advances as an optional prepayment
under Section 2.06(a) (it being understood that (i) any such
optional prepayment of the Revolving Credit Facility shall
also be accompanied by a permanent reduction in the
Revolving Credit Commitments in an amount equal to such
prepayment and (ii) no mandatory prepayment shall be
required under Section 2.06(b)(ii) in respect of any such
Net Cash Proceeds); and"; and
(ii) adding a new clause (vi) immediately after clause (v) thereof
to read as follows:
"(vi) the sale or discount for fair value, in each case
without recourse, of accounts receivable of any Foreign
Subsidiary."
(i) Section 5.02(f)(i) is amended by (i) deleting the word "and"
immediately before clause (E) thereof and substituting therefor a comma; and
(ii) adding a new clause (F) immediately after clause (E) thereof to read as
follows:
"and (F) Investments in any Receivables Subsidiary in connection with
any Asset Securitization, so long as such Investments are reasonably
necessary to implement such Asset Securitization."
(j) Section 5.02(q) is amended in its entirety to read as follows:
"(q) Proceeds of Securitization Receivables. Commingle or permit
any Subsidiary of the Borrowers to commingle, amounts constituting
collections on and proceeds of Accounts Receivable and related assets
sold pursuant to any Asset Securitization with cash or any other amounts
of the Borrowers and their respective Subsidiaries other than the
temporary commingling of collections on and proceeds of Accounts
Receivable and related assets, in each case as may be necessary to
identify and sort such collections and proceeds."
(k) Section 5.03(e) of the Credit Agreement is amended in full to read
as follows:
"(e) Annual Business Plan. As soon as available and in any event no
later than the end of each Fiscal Year, a business plan prepared by
management of the U.S. Borrower, in form and substance reasonably
satisfactory to the Administrative Agent, including balance sheets,
income statements and cash flow statements on a monthly basis for the
Fiscal Year following such Fiscal Year and on an annual basis for each
Fiscal Year thereafter until the Termination Date."
(l) Section 5.04(a) is amended by deleting the table set forth therein
in its entirety and substituting therefor the following table:
Amendment No. 3 to the
Dresser Credit Agreement
6
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.................... 5.40:1.00
June 30, 2003..................... 5.40:1.00
September 30, 2003................ 5.30:1.00
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) is amended by deleting the table set forth therein
in its entirety and substituting therefor the following table:
Amendment No. 3 to the
Dresser Credit Agreement
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.................... 2.00:1.00
June 30, 2003..................... 2.00:1.00
September 30, 2003................ 2.00:1.00
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
(n) Schedule I to the Credit Agreement is amended by deleting the amount
"US$25,000,000.00" set forth opposite "Xxxxx Fargo Bank Texas, N.A." under the
caption "Letter of Credit Commitment" and replacing it with the amount of
"US$35,000,000.00".
(o) Schedule IV to the Credit Agreement is deleted in its entirety.
SECTION 2. Conditions of Effectiveness. This Amendment shall become effective
as of the first date on which each of the following conditions precedents shall
have been satisfied:
(a) The Administrative Agent shall have received counterparts of this
Amendment 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.
Amendment No. 3 to the
Dresser Credit Agreement
8
(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 deposited in a segregated account
with the Administrative Agent or one of its Affiliates an amount equal to
$7,500,000.00 on or before the date hereof, to be applied by the
Administrative Agent at the direction of the U.S. Borrower as an optional
prepayment to the Tranche B Term Facility on or before January 15, 2003.
(e) The U.S. Borrower shall have paid to the Administrative Agent, for
the benefit of the applicable Lenders, a fee equal to 0.15% of the
aggregate Commitments of each Lender that has executed and delivered this
Amendment on or before December 11, 2002.
This Amendment is subject to the provisions of Section 9.01 of the Credit
Agreement.
SECTION 3. Representations and Warranties of the Borrower. Each Borrower
represents and warrants as follows:
(a) On the date hereof, after giving effect to this Amendment, (i) no
event has occurred and is continuing, or would result from the
effectiveness of this Amendment, 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 and by the Guarantors and the Grantors of
the consent attached hereto or other transactions contemplated hereby.
(c) This Amendment 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 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 4. Reference to and Effect on the Credit Agreement and the Notes.
(a) 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 Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit
Amendment No. 3 to the
Dresser Credit Agreement
9
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.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, 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.
(c) The execution, delivery and effectiveness of this Amendment 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 5. Execution in Counterparts. This Amendment 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 counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
Amendment No. 3 to the
Dresser Credit Agreement
Exhibit 4.1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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:
Amendment No. 3 to the
Dresser Credit Agreement
D.I. LUXEMBOURG S.A.R.L., as Euro
Borrower
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
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:
Amendment No. 3 to the
Dresser Credit Agreement
DRESSER HOLDINGS, INC.
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Administrative Agent
By __________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
XXXXXX XXXXXXX & CO. INCORPORATED,
as Collateral Agent
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By ___________________________________
Name:
Title:
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
UBS WARBURG LLC,
as Co-Documentation Agent
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Documentation Agent
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
REVOLVING CREDIT LENDERS, TRANCHE A EURO
TERM LENDERS AND TRANCHE A U.S. TERM
LENDERS
________________________________________
[Print Name of Financial Institution]
By _____________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
TRANCHE B TERM LENDERS
______________________________________
[Print Name of Financial Institution]
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
ISSUING BANKS
XXXXX FARGO BANK, N.A.
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
CREDIT SUISSE FIRST BOSTON
By ___________________________________
Name:
Title:
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
SWING LINE BANK
XXXXX FARGO BANK TEXAS, N.A.
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
CONSENT
Dated as of December 11, 2002
Each of the undersigned as a Loan Party under the Credit Agreement referred
to in the foregoing Amendment 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, hereby consents to such Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, 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, 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, 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:
Amendment No. 3 to the
Dresser Credit Agreement
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:
Amendment No. 3 to the
Dresser Credit Agreement
DRESSER ENTECH, INC.
By ___________________________________
Name:
Title:
RING-O VALVE, INCORPORATED
By ___________________________________
Name:
Title:
Amendment No. 3 to the
Dresser Credit Agreement
