Exhibit 4.17
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 4, 2003, among Dresser,
Inc., a Delaware corporation (the "Company"), the Guarantors named herein and
U.S. Bank National Association, as successor trustee (the "Trustee").
WHEREAS, the Company has duly issued its 9 3/8% Senior Subordinated Notes
due 2011 (the "Notes"), in the aggregate principal amount of $550,000,000
pursuant to an Indenture dated as of April 10, 2001, among the Company, the
Guarantors named therein and the Trustee, and the Notes are outstanding on the
date hereof; and
WHEREAS, Section 9.02 of the Indenture provides that the Company and the
Trustee may amend any provision of the Indenture with the written consent of the
Holders (as defined in the Indenture) of at least a majority of the aggregate
principal amount of the then outstanding Notes and execute a supplemental
indenture; and
WHEREAS, the Company solicited, and has received, consents upon the terms
and subject to the conditions set forth in the Consent Solicitation Statement
dated November 18, 2003 and the accompanying consent letters, from Holders
representing at least a majority in aggregate principal amount of the
outstanding Notes to certain amendments described therein to the Indenture; and
WHEREAS, Section 9.04 of the Indenture provides that a supplemental
indenture becomes effective in accordance with its terms and thereafter binds
every Holder;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms not defined herein shall have the meaning given to such
terms in the Indenture.
SECTION 2. AMENDMENT TO SECTION 4.03.
Section 4.03 of the Indenture is hereby deleted in its entirety and
replaced with the following:
"Section 4.03 Reports to Holders
Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of Notes:
(1) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
the Company were required to file such forms (provided that the annual
information required for fiscal years prior to the fiscal year ended
December 31, 2001 may be unaudited and the quarterly
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financial information required for periods prior to December 31, 2001 will
not have been subject to a limited review of interim financial information
in accordance with the standards established by the American Institute of
Certified Public Accountants, i.e. SAS 100), including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
that describes the financial condition and results of operations of the
Company and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto
and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," the financial condition and results of operations
of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company) and, with respect to the annual information for fiscal years
beginning with and including the fiscal year ended December 31, 2001 only,
a report thereon by the Company's certified independent accountants; and
(2) all current reports that would be required to be filed with the
SEC on Form 8-K if the Company were required to file such reports, in each
case, within the time periods specified in the SEC's rules and regulations.
In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the rules and
regulations of the SEC, the Company shall file a copy of all such information
and reports with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request. The Company shall at all times comply with
TIA Section 314(a). In addition, for so long as any Notes remain outstanding,
the Company shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Notwithstanding any other provision in this Section 4.03, the Company shall
not be required to comply with the terms of this Section 4.03 with respect to
any period prior to December 15, 2003 until December 15, 2003."
SECTION 3. MISCELLANEOUS.
Section 3.1 New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.2 Counterparts. The parties may sign any number of copies of this
Fourth Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
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Section 3.3 Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
Section 3.4 Trustee Disclaimer. The Trustee has accepted the amendment of the
Indenture effected by this Fourth Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company, or for or with respect to (a) the validity or sufficiency
of this Fourth Supplemental Indenture or any of the terms or provisions hereof,
(b) the proper authorization hereof by the Company by corporate action or
otherwise, (c) the due execution hereof by the Company, (d) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
herein provided for, and the Trustee makes no representation with respect to any
such matters and (e) the validity or sufficiency of the solicitation or the
consent solicitation materials or procedure in connection therewith.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed and attested, all as of the date first written
above.
DRESSER, INC.
By:
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Name:
Title:
DRESSER INTERNATIONAL INC.
By:
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Name:
Title:
DRESSER RUSSIA, INC.
By:
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Name:
Title:
DRESSER RE, INC.
By:
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
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Name:
Title:
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