0001193125-05-059553 Sample Contracts

AMENDMENT NO. 8 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of March 18, 2005
Credit Agreement • March 24th, 2005 • Dresser Inc • Measuring & controlling devices, nec • New York

AMENDMENT NO. 8 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of March 18, 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.

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CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of March 18, 2005
Loan Agreement • March 24th, 2005 • Dresser Inc • Measuring & controlling devices, nec • New York

CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of March 18, 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.

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