EACH OF THE GUARANTORS PARTY HERETO SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2011Indenture • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
EXHIBIT 4.4 STOCKHOLDERS AGREEMENTStockholders Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • Delaware
LEAD ARRANGER:Credit Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
INDENTUREIndenture • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
CREDIT AGREEMENT Dated as of October 3, 2005 among MUELLER GROUP, LLC as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent and as a...Credit Agreement • October 5th, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
This CREDIT AGREEMENT is entered into as of October 3, 2005, among MUELLER GROUP, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EACH OF THE GUARANTORS PARTY HERETO 10% SENIOR SUBORDINATED NOTES DUE 2012Mueller Holdings (N.A.), Inc. • June 17th, 2004 • New York
EXHIBIT 4.5 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT AMENDMENT dated as of May 5, 2000 among DLJ Investment Partners, L.P., a Delaware limited partnership, DLJ Investment Partners II, L.P., a Delaware limited partnership, DLJ Investment Funding II,...Stockholders Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • Delaware
as IssuerRegistration Rights Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
WITNESSETH:Executive Employment Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
Exhibit 10.5 MUELLER GROUP, INC. EMPLOYMENT AGREEMENT This AGREEMENT (this "Agreement") is entered into as of February 1, 2003, by and between George P. Bukuras currently of Hampton, New Hampshire and Dedham, Massachusetts (the "Employee"), and...Employment Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • Massachusetts
MUELLER HOLDINGS (N.A.), INC. Warrants to Purchase 24,487,383 Shares of Class A Common Stock WARRANT AGREEMENT Dated as of April 29, 2004 LAW DEBENTURE TRUST COMPANY OF NEW YORK Warrant AgentWarrant Agreement • July 11th, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
certifies (i) the Definitive Warrant is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Warrants and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Warrant Agreement and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Warrant is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • January 27th, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products
This Amendment No. 1 to Credit Agreement and Waiver (this “Agreement”) dated as of January 24, 2006 is made by and among MUELLER GROUP, LLC, a Delaware limited liability company (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
This Agreement is made and entered into as of January 23, 2006 (the “Effective Date”), by and between Mueller Holding Company, Inc., a Delaware corporation (“HoldCo”), and Dale B. Smith (“Employee”).
AGREEMENT AND PLAN OF MERGER dated as of June 17, 2005 among MUELLER WATER PRODUCTS, INC., WALTER INDUSTRIES, INC., JW MERGERCO, INC. and DLJ MERCHANT BANKING II, INC., as the Stockholders’ RepresentativeAgreement and Plan of Merger • June 21st, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 17, 2005 among Mueller Water Products, Inc., a Delaware corporation (the “Company”), Walter Industries, Inc., a Delaware corporation (“Buyer”), and JW MergerCo, Inc., a Delaware corporation (“MergerCo”), and, individually for purposes of Article 4 and otherwise, solely in its capacity as the Stockholders’ Representative (as defined below), DLJ Merchant Banking II, Inc., a Delaware corporation (“DLJMB”).
LIMITED LIABILITY COMPANY AGREEMENT OF MUELLER WATER PRODUCTS, LLCLimited Liability Company Agreement • December 19th, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is executed as of October 3, 2005, by the undersigned member (the “Member”) of the Company (as defined below).
July 23, 1999 PRIVATE AND CONFIDENTIAL Hydrant Acquisition Corp. Mueller Group, Inc. c/o DLJ Merchant Banking II, Inc. 277 Park Avenue New York, NY 10172 Attention: Mr. Thompson Dean Ladies and Gentlemen: This letter agreement (the "Agreement")...Letter Agreement • June 17th, 2004 • Mueller Holdings (N.A.), Inc. • New York
This letter agreement (the "Agreement") confirms our understanding that Hydrant Acquisition Corp. and Mueller Group, Inc. (collectively, the "Company") have engaged Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as exclusive financial advisor (i) to it for a period of 24 months commencing upon your acceptance of this Agreement, with respect to the possible acquisition from Tyco International Ltd. and its subsidiaries (collectively, the "Seller") (and any related matters such as financings) of the businesses conducted by Mueller Holdings Corp. and its subsidiaries, J. B. Smith Mfg. Co. and Tyco International of Canada Ltd., and the Grinnell Supply Sales Division and the Grinnell Manufacturing Division of Seller (collectively, the "Businesses") in one or a series of transactions, by merger, consolidation or any other business combination, by purchase involving all or a substantial amount of the business, securities or assets of or related to the Businesses, or otherwi
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 3rd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 2, 2006, is entered into by and among Mueller Holding Company, Inc., a Delaware corporation (the “Successor”), Mueller Water Products, LLC, a Delaware limited liability company (the “Company”), Mueller Water Products Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “Trustee”).
April 27, 2004 DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Hydrant Acquisition Corp. c/o DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Re: Mueller Group, Inc. Ladies and Gentlemen: Reference is hereby made...Mueller Holdings (N.A.), Inc. • June 17th, 2004
CREDIT First Boston CSFB PRIVATE EQUITY, INC.Letter Agreement • December 19th, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products
CREDIT First Boston CSFB PRIVATE EQUITY, INC.Letter Agreement • July 11th, 2005 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 3rd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into by and among Mueller Holding Company, Inc., a Delaware corporation (“Holdco”), Mueller Water Products, LLC, a Delaware limited liability company (“MWP LLC”), and Mueller Water Products Co-Issuer, Inc., a Delaware corporation (“MWP Co-Issuer” and together with MWP LLC, the “Merging Entities”), as of January 31, 2006. In consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:
