<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>CREDIT AGREEMENT

<TEXT>



<PAGE>



                              CREDIT AGREEMENT



     This Credit Agreement (the "Agreement"), dated as of November 29,

2000, is among Michigan National Bank, a national banking association, and

the other banking institutions who appear as signatories to this Agreement

(each a "Bank" and collectively the "Banks"), Michigan National Bank, as

agent ("Agent"), and Mueller Industries, Inc., a Delaware corporation

("Borrower").



                                  Recitals



     A.     Borrower has requested and, subject to the terms and conditions

of this Agreement, the Banks have agreed to provide to Borrower a line of

credit in the amount of $200,000,000.



     B.     Borrower's obligations under this Agreement are being

guaranteed by those Domestic Subsidiaries named on Exhibit 1.15(b), annexed

hereto (the "Restricted Subsidiaries"), each pursuant to separate Guaranty

dated as of the date hereof, in favor of the Banks.



     NOW, THEREFORE, 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):



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

Advances, but shall exclude Interim Advances unless the context otherwise

requires,  and "Advance" means any of the Advances.



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

accordance with this Agreement that an Advance be made hereunder.



     "Agent" means Michigan National Bank, 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.



     "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 Dykema Gossett PLLC.













                                      -1-

<PAGE>

     "Alternate Base Rate" means the higher of the Prime Rate, or the

Federal Funds Rate plus .50 % per annum.



     "Alternative Base Rate Advance" means advances which bear interest

calculated by reference to the Alternative Base Rate.



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

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

forth in the Pricing Schedule.



     "Average Line of Credit Loans" means, for any quarter, the sum of the

Line of Credit Loans outstanding at the close of business during each day

of the quarter, divided by ninety (90).



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

banking institutions which have signed (or which may hereafter become

parties to) this Agreement (including Michigan National Bank, 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 John P. Fonzo, General Counsel to Borrower.



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

rate selection of Eurodollar 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 United States

dollars are carried on in the London 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.



     "Capitalization" is the sum of Total Debt and net worth, as determined

in accordance with GAAP.



     "Closing Date" means the date that the first Loan is funded pursuant

to this Agreement.



     "Consolidated Interest Expense" means interest expense of the Borrower

and its Subsidiaries under GAAP.



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









                                      -2-

<PAGE>

     "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.



     "Current Assets" and "Current Liabilities" are to be determined, both

as to classification of items and amounts, in accordance with GAAP applied

on a Consistent Basis, provided, that there will be excluded from Current

Assets:  (1) all amounts due to Borrower from any of its officers or

employees; and (2) any appraised surplus in excess of book value.



     "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 wholly-owned

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 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.).



     "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.



     "Eurodollar Advance" means an advance which, except as otherwise

provided in Section 3.1, bears interest at the applicable Eurodollar Rate.



     "Eurodollar Base Rate" means, with respect to a Eurodollar 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 U.S. dollars 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

Eurodollar Loan and having a maturity equal to such Interest Period.

                                      -3-

<PAGE>

     "Eurodollar Loan" means a Loan which, except as otherwise provided in

Section 3.1, bears interest at the applicable Eurodollar Rate.



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

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

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.



     "Funded Debt" means all Indebtedness.



     "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):



                                      -4-

<PAGE>

        (a) 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;



        (b) 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;



        (c) 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; and



        (d) All indebtedness incurred by the Person as the lessee of goods

or services under leases that, in accordance with GAAP, should be reflected

on the lessee's balance sheet.



     "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 capitalized 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 Eurodollar 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.



     "Interim Advance" has the meaning set forth in Section 2.9 of this

Agreement.



     "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.



                                      -5-

<PAGE>

     "Line of Credit Loans" has the meaning set forth in Section 2.1 of

this Agreement.



     "Line of Credit Maturity" means November 30, 2003.



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

this Agreement.



     "Loans" means the Line of Credit Loans, and "Loan" means any of the

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.



     "Maximum Loans" means the amount of $200,000,000.



     "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.



     "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.



     "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, 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, and (e) each of the liens described in Schedule 1.1(a)

attached to this Agreement.



     "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.



                                      -6-

<PAGE>

     "Pricing Schedule" means the following schedule:



<TABLE>

<CAPTION>

                                  Eurodollar

                                  Applicable

                                  Margin and

      Capitalization   Facility    Letter of        All-In     Utilization

Tier      Ratio(1)       Fee      Credit Fee      Drawn Cost       Fee

<C>    <C>             <C>        <C>            <C>            <C>



I(3)   >30%            22.5 bp(2) 40.0 bp        62.5 bp        20.0 bp

II     >15%, but       17.5 bp    32.5 bp        50.0 bp        10.0 bp

       less than or

       equal to 30%

III    <15%            12.5 bp    25.0 bp        37.5 bp        0.0 bp

</TABLE>



(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

    statements are not delivered as required by Section 5.3.1, the Tier I

    fees shall apply.



     "Prime Rate" means and refers to the rate of interest announced

publicly from time to time by the Agent as its prime commercial lending

rate.  Reference to the Prime Rate shall not be affected by the fact that

Agent may make loans at different rates from time to time with respect to

the class of Loans for which the Prime Rate is established.  Any change in

any of the interest rates chargeable hereunder resulting from a change in

the Prime Rate shall become effective on the day on which each change in

the Prime Rate is effective.



     "Prohibited Transaction" has the meaning set forth in Section 406 or

Section 2003(a) of ERISA.



     "Ratable Share" means for each Bank the respective percentage shown on

the signature pages of this Agreement, which as to aggregate Advances under

the Line of Credit made by such Bank will be limited to the respective

maximum U.S. dollar amounts shown on the signature pages of this Agreement.



     "Regulation D" means Regulation D of the Board of Governors of the

Federal Reserve System as from time to time in effect and any successor

thereto or other regulation or official interpretation of said Board of

Governors relating to reserve requirements applicable to member banks of

the Federal Reserve System.



     "Reportable Event" has the meaning set forth in Section 4043 of ERISA.



     "Requirement of Law" means, with respect to any Person, the

certificate (or articles) of incorporation and bylaws or other

organizational or governing documents of such Person, and any law, treaty,

rule or regulation or determination of an arbitrator or a court or other

Governmental Authority, in each case applicable to or binding upon such

Person or any of its property or to which such Person or any of its

property is subject.

                                      -7-

<PAGE>

     "Requisite Banks" means Banks whose Ratable Shares equals or exceeds

51% in the aggregate of the Loans from time to time outstanding, excluding

from both the numerator and denominator, however, the amount of the

outstanding Loans by any Bank then in default for a continuous period

greater than ten (10) Business Days of any obligation for the payment of

money to the Agent in respect of its Ratable Share of an Advance or other

expense or liability for which the Agent has in writing requested

reimbursement or indemnification and which the Banks have agreed to pay by

the respective terms, and within the respective meanings, of this

Agreement; provided, Agent will not agree (and Borrower acknowledges that

written consent is required) to change or waive a maturity date, Advance

Date, payment date for any obligation, interest rate, fees, commitment

amount of any Bank, release any of the Guaranties or modify in writing this

Agreement or any other Loan Documents with respect to the foregoing,

without the prior written consent of Banks (determined without regard to

the foregoing exclusions) whose Ratable Share of the Loans is 100% in the

aggregate.  Interim Advances shall not be included in any determination of

Requisite Banks.



     "Reserve Requirement" means, with respect to an Interest Period, the

maximum aggregate reserve requirement (including all basic, supplemental,

marginal and other reserves) which is imposed under Regulation D on

Eurocurrency liabilities.



     "Restricted Subsidiaries" means those Domestic Subsidiaries that have

executed or are required to execute Guarantees.



     "SEC" means the Securities and Exchange Commission or any successor

agency.



     "Subsidiaries" means those entities listed on Schedule 1.1(b) to this

Agreement and all entities in which the Borrower hereafter acquires,

directly or indirectly, any equity or ownership interest, except minority

interests in entities, the aggregate value of which interests (on a cost

basis) does not exceed $10,000,000.



     "Tangible 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 less intangibles, all as determined in

accordance with GAAP.



     "Taxes" means any taxes, charges, fees, levies or other assessments

based upon or measured by net or gross income, gross receipts, sales, use,

ad valorem, transfer, franchise, withholding, payroll, employment, excise,

premium or property taxes, together with any interest and penalties,

additions to tax and additional amounts imposed by any federal, state,

local or foreign taxing authority upon any Person.



     "Total Debt" means all Indebtedness, including capitalized leases, of

the Borrower and its Subsidiaries.



     "Total Outstanding Amount" means the aggregate principal amounts at

any time outstanding of the Line of Credit Advances, the outstanding face

amount of Letters of Credit and all outstanding Interim Advances, which

shall not exceed $200,000,000 in aggregate amount at any time.



     "Type" means, with respect to any Advance, its nature as a Alternative

Base Rate Advance or a Eurodollar Advance.

                                      -8-

<PAGE>

     "Unmatured Event of Default" means an event, act, or occurrence which

with the giving of notice or the lapse of time, or both, would become an

Event of Default.



     1.2     Accounting Terms.  All accounting terms not specifically

defined herein, to the extent not inconsistent with definitions set forth

in Section 1.1 of this Agreement, will be construed in accordance with GAAP

as in effect from time to time, including, without limitation, applicable

statements, bulletins and interpretations issued by the FASB and bulletins,

opinions, interpretations and statements issued by the American Institute

of Certified Public Accountants or its committees.  When used herein, the

term "financial statements" will include the notes and schedules thereto.



     1.3     Other Definitional Provisions.



        (a) Unless otherwise specified therein, all terms defined in this

Agreement will have the defined meanings when used in the Loan Documents or

any certificate or other document made or delivered pursuant hereto.



        (b) The words "hereof", "herein" and "hereunder" and words of

similar import when used in this Agreement will refer to this Agreement as

a whole and not to any particular provision of this Agreement.  Section,

subsection, Schedule and Exhibit references contained in this Agreement are

references of Sections, subsections, Schedules and Exhibits in or to this

Agreement unless otherwise specified.



2.     AMOUNT AND TERMS OF LOANS.



     2.1     Amount of Line of Credit.  Subject to the terms and conditions

hereof, Banks, severally in accordance with their respective Ratable Share,

agree to advance to Borrower from the Closing Date until the Line of Credit

Maturity, at such times and in such amounts as Borrower may request in

accordance with Section 2.2 hereof, up to the aggregate principal amount of

$200,000,000 (the "Line of Credit Loans").  Subject to the terms and

conditions hereof, the amounts borrowed under the Line of Credit may be

borrowed, repaid and reborrowed.



     2.2     Notice and Manner of Borrowing.



          2.2.1 Nature of Advances.  The Advances may be Alternative Base

Rate Advances or Eurodollar Advances, or a combination thereof, selected by

Borrower in accordance with Sections 2.2.2 and 2.2.3.



          2.2.2 Method of Selecting Types and Interest Periods for New

Advances.  The Borrower shall select the Type of Advance and, in the case

of each Eurodollar Advance, the Interest Period applicable thereto from

time to time.  The Borrower shall give the Agent irrevocable notice (a

"Borrowing Notice") not later than 10:00 a.m. (Detroit time) at least one

Business Day before the Borrowing Date of each Alternative Base Rate

Advance and three Business Days before the Borrowing Date for each

Eurodollar Advance, specifying:



             (i) the Borrowing Date, which shall be a Business Day, of such

Advance,



             (ii) the aggregate amount of such Advance,



             (iii) the Type of Advance selected, and

                                      -9-

<PAGE>

             (iv) in the case of each Eurodollar Advance, the Interest

Period applicable thereto.



Agent shall deliver to each Bank a copy of the Borrowing Notice timely

received by Agent from Borrower on the day received.  Not later than noon

(Detroit time) on each Borrowing Date, each Bank shall make available its

Loan or Loans in funds immediately available in Detroit to the Agent at its

address specified pursuant to Section 9.3.  The Agent will make the funds

so received from the Banks available to the Borrower at the Agent's

aforesaid address.



          2.2.3 Conversion and Continuation of Outstanding Advances.

Alternative Base Rate Advances shall continue as Alternative Base Rate

Advances unless and until such Alternative Base Rate Advances are converted

into Eurodollar Advances pursuant to this Section 2.2.3.  Each Eurodollar

Advance shall continue as a Eurodollar Advance until the end of the then

applicable Interest Period therefor, at which time such Eurodollar Advance

shall either be paid, or it will automatically be converted into an

Alternative Base Rate Advance unless the Borrower shall have given the

Agent a Conversion/Continuation Notice (as defined below) requesting that,

at the end of such Interest Period, such Eurodollar Advance shall continue

as a Eurodollar Advance for the same or another Interest Period.  Subject

to the terms of Section 2.6, the Borrower may elect from time to time to

convert all or any part of an Alternative Base Rate Advance into a

Eurodollar Advance.  The Borrower shall give the Agent irrevocable notice

(a "Conversion/Continuation Notice") of each conversion of an Alternative

Base Rate Advance into a Eurodollar Advance or continuation of a Eurodollar

Advance not later than 10:00 a.m. (Detroit time) at least three Business

Days prior to the date of the requested conversion or continuation,

specifying:



             (i) the requested date, which shall be a Business Day, of such

conversion or continuation,



             (ii) the aggregate amount and Type of the Advance which is to

be converted or continued, and



             (iii) the amount of such Advance which is to be converted into

or continued as a Eurodollar Advance and the duration of the Interest

Period applicable thereto.



          2.2.4 Changes in Interest Rate, etc.  Each Alternative Base Rate

Advance shall bear interest on the outstanding principal amount thereof,

for each day from and including the date such Advance is made or is

automatically converted from a Eurodollar Advance into a Alternative Base

Rate Advance pursuant to Section 2.2.3, but excluding the date it is paid

or is converted into a Eurodollar Advance pursuant to Section 2.2.3 hereof,

at a rate per annum equal to the Alternative Base Rate for such day.

Changes in the rate of interest on that portion of any Advance maintained

as a Alternative Base Rate Advance will take effect simultaneously with

each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear

interest on the outstanding principal amount thereof from and including the

first day of the Interest Period applicable thereto to (but not including)

the last day of such Interest Period at the interest rate determined by the

Agent as applicable to such Eurodollar Advance based upon the Borrower's

selections under Sections 2.2.2 and 2.2.3 and otherwise in accordance with

the terms hereof.  No Interest Period may end after the Line of Credit

Maturity

                                      -10-

<PAGE>

          2.2.5 Ratable Advances.  Each Bank, on the date any Advance is

requested to be made, shall make its Ratable Share of such Advance

available in immediately available funds at the principal office of Agent

for disbursement to Borrower.  Unless Agent shall have received notice from

any Bank prior to the date such Advance is requested to be made under this

Section 2.2 that such Bank will not make available to Agent such Bank's

Ratable Share of such Advance, Agent may assume that such Bank has made

such portion available to Agent on the date such Advance is requested to be

made in accordance with this Section 2.2.  If and to the extent such Bank

shall not have so made such Ratable Share available to Agent, Agent may

(but shall not be obligated to) make such amount available to Borrower, and

such Bank agrees to pay to Agent forthwith on demand such amount together

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC