<PAGE>

                                                                     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"), 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, 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

<PAGE>

                                      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

<PAGE>
                                      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, sue 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

<PAGE>

                                      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

<PAGE>

                                      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

<PAGE>

                                      6


<TABLE>
<CAPTION>
                           Quarter Ending               Ratio
                           --------------             ---------
                 <S>                                  <C>
                 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
</TABLE>

      (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

<PAGE>

                                        7

<TABLE>
<CAPTION>
                           Quarter Ending             Ratio
                          ----------------          ---------
                 <S>                                <C>
                 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
</TABLE>

     (n) Schedule I to the Credit Agreement is amended by deleting the amount
"US$25,000,000.00" set forth opposite "Wells 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

<PAGE>

                                        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

<PAGE>

                                        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

<PAGE>

                                                                     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

<PAGE>

                                          D.I. LUXEMBOURG S.A.R.L., as Euro
                                          Borrower

                                          By ___________________________________
                                              Name:
                                              Title:

                             Amendment No. 3 to the
                            Dresser Credit Agreement

<PAGE>


                                          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

<PAGE>

                                          DRESSER HOLDINGS, INC.


                                          By ___________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                          MORGAN STANLEY SENIOR FUNDING, INC.,
                                          as Administrative Agent


                                          By  __________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                          MORGAN STANLEY & CO. INCORPORATED,
                                          as Collateral Agent


                                          By ___________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                          CREDIT SUISSE FIRST BOSTON,
                                          as Syndication Agent


                                          By ___________________________________
                                              Name:
                                              Title:


                                          By ___________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                          UBS WARBURG LLC,
                                          as Co-Documentation Agent


                                          By ___________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                          GENERAL ELECTRIC CAPITAL
                                          CORPORATION, as Co-Documentation Agent


                                          By ___________________________________
                                              Name:
                                              Title:

                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>

                                     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

<PAGE>


                                      TRANCHE B TERM LENDERS


                                          ______________________________________
                                          [Print Name of Financial Institution]


                                          By ___________________________________
                                              Name:
                                              Title:


                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>



                                      ISSUING BANKS


                                          WELLS FARGO BANK, N.A.


                                          By ___________________________________
                                              Name:
                                              Title:


                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>



                                          CREDIT SUISSE FIRST BOSTON


                                          By ___________________________________
                                              Name:
                                              Title:


                                          By ___________________________________
                                              Name:
                                              Title:


                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>



                                      SWING LINE BANK


                                          WELLS FARGO BANK TEXAS, N.A.


                                          By ___________________________________
                                              Name:
                                              Title:


                            Amendment No. 3 to the
                           Dresser Credit Agreement

<PAGE>



                                    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

<PAGE>



                                          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

<PAGE>



                                          DRESSER ENTECH, INC.


                                          By ___________________________________
                                              Name:
                                              Title:



                                          RING-O VALVE, INCORPORATED


                                          By ___________________________________
                                              Name:
                                              Title:


                            Amendment No. 3 to the
                           Dresser Credit Agreement