Execution Version LIMITED WAIVER AGREEMENT This LIMITED WAIVER AGREEMENT (this “Agreement”) is entered into as of December 11, 2023 by and among MUELLER WATER PRODUCTS, INC., a Delaware corporation (the "Company"), EACH OF THE SUBSIDIARIES OF THE...
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Execution Version LIMITED WAIVER AGREEMENT This LIMITED WAIVER AGREEMENT (this “Agreement”) is entered into as of December 11, 2023 by and among XXXXXXX WATER PRODUCTS, INC., a Delaware corporation (the "Company"), EACH OF THE SUBSIDIARIES OF THE COMPANY PARTY HERETO (the Company and such Subsidiaries may be referred to individually, as a "Borrower" and collectively herein, as the "Borrowers"), EACH LENDER FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”), Swing Line Lender and an L/C Issuer. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the in the Credit Agreement (defined below). RECITALS A. The Borrowers, the other Loan Parties, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of August 26, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which Lenders have agreed to make certain loans and extend certain other financial accommodations to Borrowers as provided therein. B. The Borrowers have notified the Administrative Agent and the Lenders that the Company has experienced a data breach (the “Data Breach”) as described in that certain Press Release dated October 28, 2023 (the “Press Release”) and, as a result thereof, has failed to deliver the annual projections for fiscal year 2024 and are requesting that the Administrative Agent and the Required Lenders make the following one-time, temporary accommodations to the Loan Parties with respect to certain financial reporting and inspection provisions of the Credit Agreement (collectively, the “Financial Reporting Waivers”): (i) Waive and extend the due date for (A) the annual financial statements for fiscal year 2023 to be delivered pursuant to Section 7.01(a) and (c) and (B) the related certificates and information pursuant to Section 7.02(a) and (b), in each case, to March 15, 2024; (ii) Waive and extend the due date for the annual projections for fiscal year 2024 to be delivered pursuant to Section 7.01(d) to February 29, 2024; (iii) Waive and extend the due date for (A) the quarterly financial statements for the Fiscal Quarter ended December 31, 2023, to be delivered pursuant to Section 7.01(b) and (c) and (B) the related certificates and information under Section 7.02(b), in each case, to April 15, 2024; (iv) (A) Waive and extend the due date for the quarterly Borrowing Base Certificate to be delivered pursuant to Section 3.02(a)(i) or (ii) for the Fiscal Quarter ending December 31, 2023, (B) waive the trigger for increased frequency (quarterly to monthly) of the Borrowing Base Certificate pursuant to Section 3.02(a)(iii), and (C) waive and extend the due date for delivering aged trial balances of Eligible Accounts pursuant to Section 3.02(b)(i), in each case, to March 20, 2024; and (v) Delay initiating (A) the annual Field Exam pursuant to Section 7.10 to a date no earlier than 15 days after receipt of the audited annual financial statements for fiscal year 2023 (as extended pursuant to clause (i) above) and (B) the annual Inventory appraisal pursuant to Section 7.10 to the earliest date possible (and
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[Signature Page – Limited Waiver Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BORROWERS: XXXXXXX WATER PRODUCTS, INC. CAM VALVES AND AUTOMATION, LLC ECHOLOGICS, LLC XXXXX XXXXX COMPANY, LLC XXXXX XXXXX COMPANY, LLC XXXXXXX CO. LLC XXXXXXX GROUP, LLC XXXXXXX INTERNATIONAL, LLC XXXXXXX PROPERTY HOLDINGS, LLC XXXXXXX SERVICE CALIFORNIA, INC. XXXXXXX SERVICE CO., LLC XXXXXXX SYSTEMS, LLC OSP, LLC U.S. PIPE VALVE & HYDRANT, LLC By: Name: Xxxxxx X. Xxxxxxxxx Title: Chief Financial Officer and Chief Legal Officer of each Borrower
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[Signature Page – Limited Waiver Agreement] TRUIST BANK, as a Lender By: Name: Title: Xxxxxxxx Xxxxxxx Vice President
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[Signature Page – Limited Waiver Agreement] XXXXXXX XXXXX BANK USA, as a Lender By: Name: Title: Authorized Signatory
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[Signature Page – Limited Waiver Agreement] Internal TD BANK, N.A., as a Lender By: Name: Title: Xxxxxxxx Xxxxxxxx Vice President