0001104659-06-005666 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second 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”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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:

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