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<FILENAME>ex42.txt

<DESCRIPTION>EXHIBIT 4.1 CREDIT AGREEMENT, NOVEMBER 6, 2003

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                              CREDIT AGREEMENT



     This Credit Agreement (the "Agreement"), dated as of November 6, 2003,

is among each of the Banks (as defined below), Standard Federal Bank, N.A.,

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, partnership interests,

membership interests or equity of any Person, (other than Conbraco

Industries, Inc.), 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, except that Conbraco Industries, Inc. shall not be

considered an Affiliate unless Borrower or one or more of its Subsidiaries

acquires a majority of the common stock of such corporation and a majority of

the directors of such corporation are employees or representatives of Borrower

or one or more of its Subsidiaries.  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, Standard Federal Bank, N.A., 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.









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     "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 Standard Federal Bank,

N.A., 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 William Hensley, General Counsel to Borrower.



     "British Pounds Sterling" or " " means the lawful currency of the United

Kingdom.

















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     "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 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 that the first Advance is funded pursuant

to 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.



     "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.

















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     "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 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.











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     "Euro" and/or " " 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 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 (rounded

upward, if necessary, to the next higher 1/100th of 1%) 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.





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     "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 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



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          (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, three or six

months thereafter, provided, however, that if there is no such numerically

corresponding day in such next, second, third or sixth succeeding month, such

Interest Period shall end on the last Business Day of such next, second,

third or sixth 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.



     "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 November 6, 2006 or the

date the Commitments are terminated.



     "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 and all other documents, instruments or

certificates executed and delivered to the Banks in connection with this

Agreement and the Loans.









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     "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.



     "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.



     "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





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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 Holding Company, Inc.

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



    I 3     >20%              25.0 bp2    50.0 bp                  75.0 bp

    II      >10%, but         20.0 bp     42.5 bp                  62.5 bp

            < = 20%

    III     <10%              15.0 bp     35.0 bp                  50.0 bp



    1 Defined as Total Debt/Capitalization.

    2 "bp" means basis points per annum.

    3 All fees will be calculated by the Capitalization Ratio as of the

    latest fiscal quarter for which financial statements have been

    delivered pursuant to Section 5.3.1, provided, however, that if such

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