0001104659-06-004442 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • January 27th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

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.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 27th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • 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”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • January 27th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

This Amendment No. 1 to Credit Agreement and Waiver (this “Agreement”) dated as of January 24, 2006 is made by and among WALTER INDUSTRIES, INC., a Delaware corporation (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.

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