CREDIT AGREEMENT



     This Credit Agreement (the "Agreement"), dated as of December 1, 2006, is

among each of the Banks (as defined below), LaSalle Bank Midwest National

Association, as Agent (as defined below), and Mueller Industries, Inc., a

Delaware corporation, as Borrower (as defined below).



     In consideration of the mutual covenants, conditions and provisions as

hereinafter set forth, the parties hereto agree as follows:



1.   DEFINITIONS.



     1.1 Definitions. For purposes of this Agreement, the following capitalized

terms will have the following meanings (such definitions to be equally

applicable to the singular and plural forms thereof):



     "Acquired Debt" means any Indebtedness of any Person existing at the time

such Person became a Subsidiary or assumed by the Borrower or a Subsidiary of

the Borrower pursuant to an Acquisition permitted hereunder (and not created or

incurred in connection with or in anticipation of such Acquisition).



     "Acquisition" means any transaction or series of related transactions for

the purpose of or resulting, directly or indirectly, in (a) the acquisition of

all or substantially all of the assets of a Person, or of all or substantially

all of any business or division of a Person, (b) the acquisition of' in excess

of 50% of the Capital Stock of any Person, or otherwise causing any Person to

become a Subsidiary, or (c) a merger or consolidation or any other combination

with another Person (other than a Person that is a Subsidiary).



     "Advances" means the Loans and the Letter of Credit Advances.



     "Advance Date" means a Business Day on which Borrower has requested in

accordance with this Agreement that an Advance be made hereunder.



     "Affiliate" when used with respect to any person means any other person

which, directly or indirectly, controls or is controlled by or is under common

control with such person. For purposes of this definition "control" (including

the correlative meanings of the terms "controlled by" and "under common control

with"), with respect to any person, means possession, directly or indirectly, of

the power to direct or cause the direction of the management and policies of

such person, whether through the ownership of voting securities or by contract

or otherwise.



     "Agent" means, LaSalle Bank Midwest National Association, a national

banking association, when acting in its capacity as contractual representative

of the Banks, and not in its individual capacity as a Bank, and any permitted

successor(s) thereto, when so acting.





{PAGE}





     "Agent's Address" means 800 Military Street, Port Huron, Michigan 48060,

Attention: Joseph A. Vito, or at such other address as Agent may hereafter

specify to Borrower in writing.



     "Agent's Counsel" means Dickinson Wright PLLC.



     "Aggregate Commitment Amount" means the aggregate amount of all the

Commitments of the Banks.



     "Alternate Base Rate" means the higher of (i) the Prime Rate or (ii) the

Federal Funds Rate plus 0.50% per annum.



     "Alternative Base Rate Advance" means Advances which bear interest

calculated by reference to the Alternative Base Rate.



     "Applicable Lending Office" means, with respect to any Advance made by any

Bank or with respect to such Bank's Commitment, the office or branch of such

Bank or of any Affiliate of such Bank located at the address specified as the

applicable lending office or branch for such Bank set forth next to the name of

such Bank in the signature pages hereof or any other office or Affiliate of such

Bank or of any Affiliate of such Bank hereafter selected and notified to the

Borrower and the Agent by such Bank.



     "Applicable Margin" means, with respect to Eurocurrency Advances at any

time, the percentage rate per annum which is applicable at such time as set

forth in the Pricing Schedule.



     "Bank" means each and, when used in the plural, includes all of the banking

institutions and other lenders which have signed (or which may hereafter become

parties to) this Agreement (including LaSalle Bank Midwest National Association,

when acting as a Bank and not as Agent) and their respective successor(s) and

permitted assign(s).



     "Borrower's Address" means 8285 Tournament Drive, Suite 150, Memphis,

Tennessee 38125, Attention: Chief Financial Officer, or at such other address as

Borrower may hereafter specify to Agent in writing.



     "Borrower" means Mueller Industries, Inc., a Delaware corporation, and its

permitted successor(s) and assign(s).



     "Borrowing Date" means the date on which an Advance is made hereunder.



     "Borrowing Notice" is defined in Section 2.2.



     "Borrower's Counsel" means Gary Wilkerson, General Counsel to Borrower.



     "British Pounds Sterling" or "(pound)" means the lawful currency of the

United Kingdom.



     "Business Day" means (i) with respect to any borrowing, payment or rate

selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on

which banks generally are





                                       2





{PAGE}





open in Detroit for the conduct of substantially all of their commercial lending

activities, interbank wire transfers can be made on the Fedwire system and

dealings in deposits in Dollars or the relevant Permitted Currency are carried

out in the relevant interbank market and (ii) for all other purposes, a day

(other than a Saturday or Sunday) on which banks generally are open in Detroit

for the conduct of substantially all of their commercial lending activities and

interbank wire transfers can be made on the Fedwire system.



     "Capital Lease" of any Person means any lease which, in accordance with

GAAP, is or should be capitalized on the books of such Person.



     "Capital Stock" means (i) in the case of any corporation, all capital stock

and any securities exchangeable for or convertible into capital stock and any

warrants, rights or other options to purchase or otherwise acquire capital stock

or such securities or any other form of equity securities, (ii) in the case of

an association or business entity, any and all shares, interests,

participations, rights or other equivalents (however designated) of corporate

stock, (iii) in the case of a partnership or limited liability company,

partnership or membership interests (whether general or limited) and (iv) any

other interest or participation that confers on a Person the right to receive a

share of the profits and losses of, or distributions of assets of, the issuing

Person.



     "Capitalization" is the sum of Total Debt and Net Worth.



     "Closing Date" means the date of this Agreement.



     "Commitment" means, with respect to each Bank, the commitment of each such

Bank to make Line of Credit Loans and to participate in Letter of Credit

Advances and Swingline Loans made through the Agent pursuant to Section 2.1, in

amounts not exceeding the Equivalent in Dollars of the aggregate principal

amount outstanding at any time equal to the respective commitment amount for

each such Bank set forth for such Bank on the signature pages hereto or

otherwise established pursuant to Section 8.13 or 9.2, as such amounts may be

modified from time to time pursuant hereto.



     "Consolidated Interest Expense" means interest expense of the Borrower and

its Subsidiaries on a consolidated basis under GAAP, excluding any amortization

of any premium or discount in respect of the issuance of the 2004 Subordinated

Debentures.



     "Code" means the Internal Revenue Code of 1986, as amended.



     "Consistent Basis" means, in reference to the application of GAAP (as

hereinafter defined), that the accounting principles observed in the current

period are comparable in all material respects to those applied in the preceding

period.



     "Defaulting Bank" means any Bank that fails to make available to the Agent

such Bank's Loans required to be made hereunder or shall have not made a payment

required to be made to the Agent hereunder. Once a Bank becomes a Defaulting

Bank, such Bank shall continue as a Defaulting Bank until such time as such

Defaulting Bank makes available to the Agent the





                                       3





{PAGE}





amount of such Defaulting Bank's Loans and all other amounts required to be paid

to the Agent pursuant to this Agreement.



     "Dollars" and "$" means the lawful money of the United States of America.



     "Domestic Subsidiaries" means all Subsidiaries organized under the laws of

any of the states of the United States of America which are engaged in the

manufacturing business in the broadest sense of that term, but excluding Arava

Natural Resources Company, Inc. and its Subsidiaries.



     "Documents" means, in upper or lower case form, all "documents" and

"instruments" as such terms are defined in the Uniform Commercial Code as

adopted and in effect in the State of Michigan, in which Borrower now or

hereafter has any right, title or interest.



     "EBITDA" means consolidated net earnings of the Borrower and the

Subsidiaries excluding extraordinary gains, plus, to the extent deducted in

determining such net earnings, the sum of income taxes, interest expense,

depreciation and amortization, all determined in accordance with GAAP.



     "Effective Rate" means the interest rate in effect for each respective Loan

from time to time when such Loan is not in default, as set forth in Section 2

hereof.



     "Environmental Protection Statute" means any federal, state or local law,

statute, or regulation enacted in connection with or relating to the protection

or regulation of the environment, including, but not limited to, those laws,

statutes and regulations regulating, relating to or imposing liability or

standards of conduct concerning the disposal, removal, production, storing,

refining, handling, transferring, processing or transporting of hazardous

materials and any regulations issued or promulgated in connection with such

statutes by any governmental agency or instrumentality, including, without

limitation, the Comprehensive Environmental Response, Compensation and

Liabilities Act, as amended (42 U.S.C. '9601 et seq.) and the Resource

Conservation and Recovery Act of 1976, as amended (42 U.S.C. '6901 et seq.).



     "Equivalent" of an amount of one currency (the "first currency")

denominated in another currency (the "second currency"), as of any date of

determination, means the amount of the second currency which could be purchased

with the amount of the first currency at the spot or other relevant rate of

exchange quoted by the Agent at approximately 11:00 a.m. local time on such

date.



     "ERISA" means the Employee Retirement Income Security Act of 1974, as the

same may from time to time be amended or supplemented, including any rules or

regulations issued in connection therewith.



     "Euro" and/or "(euro)" means the Euro referred to in Council Regulation

(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European

Union, or, if different, the then





                                       4





{PAGE}





lawful currency of the member states of the European Union that participate in

the third stage of Economic and Monetary Union.



     "Eurocurrency Advance" means an Advance which, except as otherwise provided

in Section 3.1, bears interest at the applicable Eurocurrency Rate.



     "Eurocurrency Base Rate" means, with respect to a Eurocurrency Advance for

the relevant Interest Period, the rate determined by the Agent to be the rate at

which the Agent offers to place deposits in Permitted Currency in which such

Eurocurrency Advance is to be denominated with first-class banks in the London

interbank market at approximately 11:00 a.m. (London time) two Business Days

prior to the first day of such Interest Period, approximately in the amount of

the Agent's relevant Eurocurrency Advance and having a maturity equal to such

Interest Period, plus all other applicable costs, expenses and reserves

(including without limitation the cost of compliance with any existing

requirements of the Bank of England Act of 1998 and/or Bank of England and/or

the Financial Services Authority to place non-interest bearing or special

deposits with the Bank of England and/or pay fees to the Financial Services

Authority in connection with Advances denominated in British Pounds Sterling)

for any Eurocurrency Advance denominated in any Optional Currency.



     "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for the

relevant Interest Period, the sum of (i) the quotient of (a) the Eurocurrency

Base Rate applicable to such Interest Period, divided by (b) one, minus the

Reserve Requirement (expressed as a decimal) applicable to such Interest Period,

plus (ii) the Applicable Margin.



     "Event of Default" has the meaning set forth in Section 7.1 of this

Agreement.



     "FASB" means the Financial Accounting Standards Board.



     "Federal Funds Rate" means, for any day, the rate per annum equal to the

weighted average of the rates on overnight Federal funds transactions with

members of the Federal Reserve System arranged by Federal funds brokers on such

day, as published by the Federal Reserve Bank of New York on the Business Day

next succeeding such day, provided that (i) if the day for which such rate is to

be determined is not a Business Day, the Federal Funds Rate for such day shall

be such rate on such transactions on the next preceding Business Day as so

published on the next succeeding Business Day, and (ii) if such rate is not so

published for any day, the Federal Funds Rate for such day shall be the average

rate charged to the Agent on such day on such transactions, as determined by the

Agent.



     "FLSA" means the federal Fair Labor Standards Act, as the same may from

time to time be amended or supplemented, including any rules or regulations

issued in connection therewith.



     "Fundamental Subsidiaries" are those Subsidiaries identified on Exhibit

6.3.



     "GAAP" means generally accepted accounting principles as set forth in the

opinions and pronouncements of the Accounting Principles Board and the American

Institute of Certified Public Accountants and statements and pronouncements of

the FASB or in such other statements





                                       5





{PAGE}





by such other Person as may be approved by a significant segment of the

accounting profession, which are applicable to the circumstances as of the date

of determination and which are applied on a Consistent Basis.



     "Governmental Authority" means any nation or government, any state or other

political subdivision thereof, and any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to government.



     "Guaranties" means, collectively, the guaranties of the Borrower's

obligations under the Loan Documents by each of the Domestic Subsidiaries listed

in Exhibit 1.15(b) to this Agreement and all Domestic Subsidiaries that are

hereafter required to sign Guaranties as provided in Section 5.12 hereof

(individually, a "Guarantor" and, collectively, the "Guarantors").



     "Indebtedness" means all items of indebtedness of any Person, direct or

indirect, joint or several, including (without implied limitation):



     (a) all obligations of such Person for borrowed money evidenced by bonds,

notes, debentures or similar instruments, all reimbursement and similar

obligations under outstanding letters of credit, banker's acceptances or similar

instruments in respect of drafts or other claims which may be presented or have

been presented and have not yet been paid, and the unpaid purchase price for

goods, property or services acquired by such Person, except for trade accounts

and accrued expenses payable arising in the ordinary course of business which

are not past due within customary payment terms;



     (b) All indebtedness guaranteed, directly or indirectly, in any manner, or

endorsed (other than for collection or deposit in the ordinary course of

business), or discounted with recourse by the Person;



     (c) All indebtedness in effect guaranteed by the Person, directly or

indirectly, through agreements, contingent or otherwise: (1) to purchase such

indebtedness; or (2) to purchase, sell, or lease (as lessee or lessor) property,

products, materials, or supplies or to purchase or sell services, primarily for

the purpose of enabling the Person to make payment of such indebtedness or to

insure the owner of the indebtedness against loss; or (3) to supply funds to, or

in any other manner invest in, the Person;



     (d) All indebtedness secured by (or for which the holder of such

indebtedness has a right, contingent or otherwise, to be secured by), any

mortgage, deed of trust, pledge, lien, security interest, or other charge or

encumbrance upon property owned or acquired by the Person subject thereto,

whether or not the liabilities secured thereby have been assumed by the Person;



     (e) the aggregate outstanding amount of all Off Balance Sheet Liabilities,

based on the aggregate outstanding amount as if such transactions were

structured as an on balance sheet financing, whether or not shown as a liability

on a consolidated balance sheet of such Person, determined in a manner

satisfactory to the Agent; and





                                       6





{PAGE}





     (f) all obligations of such Person as lessee which are capitalized in

accordance with GAAP under any Capital Lease.



     "Interest Coverage Ratio" means the sum of EBITDA, less extraordinary cash

and non-cash income of the Borrower and its Subsidiaries, divided by the amount

of Consolidated Interest Expense (including interest arising from any Capital

Leases) for the applicable period, computed as of the end of each fiscal quarter

for the period of four fiscal quarters then ended.



     "Interest Period" means, with respect to a Eurocurrency Advance, a period

of one, two or three months commencing on a Business Day selected by the

Borrower pursuant to this Agreement. Such Interest Period shall end on the day

which corresponds numerically to such date one, two or three months thereafter,

provided, however, that if there is no such numerically corresponding day in

such next, second or third succeeding month, such Interest Period shall end on

the last Business Day of such next, second or third succeeding month. If an

Interest Period would otherwise end on a day which is not a Business Day, such

Interest Period shall end on the next succeeding Business Day, provided,

however, that if said next succeeding Business Day falls in a new calendar

month, such Interest Period shall end on the immediately preceding Business Day.



     "Joint Venture" means a single-purpose corporation, partnership, limited

liability company, joint venture or other similar legal arrangement (whether

created by contract or conducted through a separate legal entity) now or

hereafter formed by the Borrower or any of its Subsidiaries with another Person

(or such a pre-existing entity in which the Borrower or any of its Subsidiaries

acquires an interest) in order to conduct a common venture or enterprise with

such Person, provided that (a) the Borrower or any of its Subsidiaries owns a

portion of the Capital Stock thereof, but such portion does not exceed 80% of

the total Capital Stock thereof and (b) neither the Borrower nor any of its

Subsidiaries is liable in any manner for any of its Indebtedness or other

obligations or has any Indebtedness with respect thereto.



     "Letter of Credit" means any letter of credit issued pursuant to this

Agreement by the Agent, on behalf of the Banks, for the account of the Borrower.



     "Letter of Credit Advance" has the meaning set forth in Section 2.2.5 of

this Agreement.



     "Lien" means any lien, mortgage, pledge, assignment, security interest,

charge or encumbrance of any kind (including any conditional sale or other title

retention agreement or any lease in the nature thereof) and any agreement to

give any lien, mortgage, pledge, assignment, security interest, charge or other

encumbrance of any kind.



     "Line of Credit" means the line of credit established under Section 2.1 of

this Agreement.



     "Line of Credit Loans" means any loans made by the Banks pursuant to

Section 2.1 of this Agreement.



     "Line of Credit Maturity" means the earlier of the date five years after

the Closing Date or the date the Commitments are terminated.





                                       7





{PAGE}





     "Line of Credit Notes" has the meaning set forth in Section 2.3 of this

Agreement.



     "Loans" means the Line of Credit Loans and the Swingline Loans.



     "Loan Documents" means this Agreement, the Notes, the Guaranties,

applications for Letters of Credit, the Subordinated Debt Documents and all

other documents, instruments or certificates executed and delivered to the Banks

in connection with this Agreement and the Loans.



     "Margin Stock" means "margin stock" as defined in Regulations U or X or

"marginable OTC stock" or "foreign margin stock" within the meaning of

Regulation T or X.



     "Maximum Rate" means the maximum non-usurious rate of interest that the

Banks are allowed to contract for, charge, take, reserve or receive under the

applicable laws of any applicable state or of the United States of America

(whichever from time to time permits the highest rate for the use, forbearance

or detention of money) after taking into account, to the extent required by

applicable law, any and all relevant payments or charges under this Agreement,

the Notes or under any other document or instrument executed and delivered in

connection herewith and the indebtedness evidenced by the Notes.



     "Net Worth" means the sum of the par or stated value of all outstanding

Capital Stock, amounts in excess of par or stated value, surplus and retained

earnings and other comprehensive income, all as determined in accordance with

GAAP for the Borrower and its Subsidiaries on a consolidated basis.



     "Non-Recourse JV Indebtedness" means Indebtedness of Joint Ventures that is

non-recourse to the Borrower or any of its other Subsidiaries in any manner.



     "Notes" means the Line of Credit Notes and any other promissory notes

issued by Borrower to the order of any one or more of the Banks evidencing the

Obligations of Borrower to repay the Loans.



     "Obligations" means any and all liabilities, obligations, or indebtedness

owing by Borrower to the Agent and/or the Banks, of any kind or description,

irrespective of whether for the payment of money, whether direct or indirect,

absolute or contingent, due or to become due, now existing or hereafter arising

under any Loan Document.



     "Off-Balance Sheet Liability" of a Person means (i) any obligation or

liability of such Person with respect to accounts or notes receivable sold by

such Person, asset securitizations, factoring or similar transactions, (ii) any

liability under any sale and leaseback transaction which is not a Capital Lease,

(iii) any liability under any so-called "synthetic lease" or "tax ownership

operating lease" transaction entered into by such Person, or (iv) any obligation

arising with respect to any other transaction which is the functional equivalent

of or takes the place of borrowing (as reasonably determined by the Agent) but

which does not constitute a liability on the balance sheets of such Person, but

excluding from this clause (iv) operating leases.





                                       8





{PAGE}





     "Optional Currency" means any currency which is freely transferable and

convertible into Dollars and acceptable to all the Banks; provided, that,

subject to the terms of this Agreement, Euros and British Pounds Sterling shall

be deemed acceptable to the Banks.



     "Overdue Rate" means (a) in respect of principal of Alternate Base Rate

Advance, a rate per annum that is equal to the sum of two percent (2%) per annum

plus the Alternate Base Rate, (b) in respect of principal of Eurocurrency

Advances, a rate per annum that is equal to the sum of two percent (2%) per

annum plus the per annum rate in effect thereon until the end of the then

current Interest Period for such Advance and, thereafter, a rate per annum that

is equal to the sum of two percent (2%) per annum plus the Alternate Base Rate

(or, in the case of any Eurocurrency Advance denominated in any Optional

Currency, the per annum rate equivalent to the Alternate Base Rate for such

currency as determined by the Agent), and (c) in respect of other amounts

payable by the Borrower hereunder (other than interest), a per annum rate that

is equal to the sum of two percent (2%) per annum plus the Alternate Base Rate.



     "Permitted Currency" means Dollars and any Optional Currency.



     "Permitted Liens" means (a) Liens for taxes, assessments or governmental

charges or levies which, for Borrower and all Subsidiaries other than Arava

Natural Resources Company and its Subsidiaries and DENO Acquisition EURL and its

Subsidiaries are not yet due, or delinquent, or which can thereafter be paid

without penalty, or which are being contested in good faith in accordance with

this Agreement and against which appropriate reserves are being maintained under

GAAP, (b) unfiled inchoate construction Liens for construction work in progress,

(c) workmen's, repairmen's, warehousemen's and carrier's Liens and other similar

Liens, if any, arising in the ordinary course of business, (d) Liens granted by

Subsidiaries in favor of Borrower in connection with inter-company loans, (e)

each of the liens described in Schedule 1.1(a) attached to this Agreement, and

(f) other similar Liens incidental to the normal business conduct of the

ordinary course of business of the Borrower and Subsidiaries in an aggregate

amount not to exceed $1,000,000.



     "Person" or "Persons" means natural persons, corporations, limited

partnerships, general partnerships, joint stock companies, joint ventures,

associations, companies, trusts, lenders, trust companies, land trusts, vehicle

trusts, business trusts or other organizations, irrespective of whether they are

legal entities, and governments and agencies and political subdivisions thereof.



     "Pricing Schedule" means the following schedule:



-------- ------------------ ------------- ------------------------- ------------

                                                Eurocurrency

           Capitalization      Facility     Applicable Margin and       All-In

  Tier        Ratio(1)           Fee        Letter of Credit Fee      Drawn Cost

-------- ------------------ ------------- ------------------------- ------------

  V(3)          }55%          20.0 bp(2)           67.5 bp             87.5 bp

-------- ------------------ ------------- ------------------------- ------------

   IV     }45%, but = 55%      15.0 bp             60.0 bp             75.0 bp

-------- ------------------ ------------- ------------------------- ------------

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC