AMENDED & RESTATED CREDIT AGREEMENT

Loan Agreement

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BANK OF AMERICA, N.A. | BANKING CORPORATION | CAROLINA FIRST BANK | CITICORP USA, INC | COMERICA BANK | FIFTH THIRD BANK | FIRSTRUST BANK | ISRAEL DISCOUNT BANK OF NEW YORK | JPMORGAN CHASE BANK, NA | KBC BANK NA | KEYBANK NATIONAL ASSOCIATION | MUELLER GROUP, LLC | MUELLER WATER PRODUCTS, INC | NORTH FORK BUSINESS CAPITAL CORP | NORTHERN TRUST COMPANY | PNC BANK, NATIONAL ASSOCIATION | RAYMOND JAMES BANK | ROYAL BANK OF SCOTLAND, PLC | SUNTRUST BANK | TD BANKNORTH, NA

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Title: AMENDED & RESTATED CREDIT AGREEMENT
Governing Law: New York Date: 5/30/2007
Industry: Misc. Fabricated Products Law Firm: Simpson Thacher Sector: Basic Materials

AMENDED & RESTATED CREDIT AGREEMENT, Parties: bank of america n.a. , banking corporation , carolina first bank , citicorp usa inc , comerica bank , fifth third bank , firstrust bank , israel discount bank of new york , jpmorgan chase bank na , kbc bank na , keybank national association , mueller group llc , mueller water products inc , north fork business capital corp , northern trust company , pnc bank national association , raymond james bank , royal bank of scotland plc , suntrust bank , td banknorth na

Exhibit 10.17

Execution Version

	Published Deal CUSIP Number:
	Published Revolver CUSIP Number:
	Published Term Loan A CUSIP Number:
	Published Term Loan B CUSIP Number:

AMENDED & RESTATED CREDIT AGREEMENT

Dated as of May 24, 2007

among

MUELLER WATER PRODUCTS, INC.,

as the Borrower,

MUELLER GROUP, LLC,

as the prior borrower (for the purposes of Section 1.01(i) only)

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender,

an L/C Issuer and a Lender,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent, an L/C Issuer and a Lender,

CITICORP USA, INC. ,

CALYON NEW YORK BRANCH,

and

SUNTRUST BANK ,

as Co-Documentation Agents and as Lenders

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

and

J.P. MORGAN SECURITIES INC.

Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

Section		Page

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01	Amendment and Restatement; Existing Borrower Assignment	2
1.02	Defined Terms	4
1.03	Other Interpretive Provisions	41
1.04	Accounting Terms	42
1.05	Rounding	43
1.06	Exchange Rates; Currency Equivalents	43
1.07	Additional Alternative Currencies	44
1.08	Change of Currency	45
1.09	Times of Day	45
1.10	Letter of Credit Amounts	45

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	Term Loans	46
2.02	Revolving Loans	47
2.03	Borrowings, Conversions and Continuations of Committed Loans	47
2.04	Letters of Credit and Bankers’ Acceptances	50
2.05	Swing Line Loans	60
2.06	Prepayments	63
2.07	Termination or Reduction of Commitments	65
2.08	Repayment of Loans	65
2.09	Interest	66
2.10	Fees	67
2.11	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	67
2.12	Evidence of Debt	68
2.13	Payments Generally; Administrative Agent’s Clawback	69
2.14	Sharing of Payments by Lenders	71
2.15	Increase in Term Loan Facilities	72

ARTICLE III.
SECURITY

3.01	Security	73
3.02	Further Assurances	74
3.03	Information Regarding Collateral	75

ARTICLE IV.
TAXES, YIELD PROTECTION AND ILLEGALITY

4.01	Taxes	76
4.02	Illegality	78
4.03	Inability to Determine Rates	78
4.04	Increased Costs; Reserves on Eurocurrency Rate Loans	78

4.05	Compensation for Losses	80
4.06	Mitigation Obligations; Replacement of Lenders	81
4.07	Survival	81

ARTICLE V.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01	Conditions of Initial Credit Extension	81
5.02	Conditions to all Credit Extensions	84

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

6.01	Existence, Qualification and Power; Compliance with Laws	85
6.02	Authorization; No Contravention	85
6.03	Governmental Authorization; Other Consents	86
6.04	Binding Effect	86
6.05	Financial Statements; No Material Adverse Effect	86
6.06	Litigation	87
6.07	No Default	87
6.08	Ownership of Property; Liens	87
6.09	Environmental Compliance	87
6.10	Insurance	87
6.11	Taxes	87
6.12	ERISA Compliance	88
6.13	Subsidiaries; Equity Interests	89
6.14	Margin Regulations; Investment Company Act	89
6.15	Disclosure	89
6.16	Compliance with Laws	89
6.17	Intellectual Property; Licenses, Etc.	89
6.18	Senior Indebtedness	90

ARTICLE VII.
AFFIRMATIVE COVENANTS

7.01	Financial Statements	90
7.02	Certificates; Other Information	91
7.03	Notices	93
7.04	Payment of Obligations	93
7.05	Preservation of Existence, Etc.	93
7.06	Maintenance of Properties	94
7.07	Maintenance of Insurance	94
7.08	Compliance with Laws	94
7.09	Books and Records	94
7.10	Inspection Rights	94
7.11	Use of Proceeds	95
7.12	New Subsidiaries, Pledgors and Real Property	95
7.13	Compliance with ERISA	97
7.14	Further Assurances	97

7.15	Unrestricted Subsidiaries	97

ARTICLE VIII.
NEGATIVE COVENANTS

8.01	Liens	99
8.02	Investments	101
8.03	Indebtedness	103
8.04	Fundamental Changes	105
8.05	Dispositions	105
8.06	Restricted Payments	106
8.07	Change in Nature of Business	107
8.08	Transactions with Affiliates	107
8.09	Burdensome Agreements	108
8.10	Use of Proceeds	109
8.11	Prepayment of Indebtedness; Amendment to Material Agreements	109
8.12	Financial Covenants	109
8.13	Acquisitions	110
8.14	Creation of New Subsidiaries	110
8.15	Securities of Subsidiaries	111
8.16	Sale and Leaseback	111

ARTICLE IX.
EVENTS OF DEFAULT AND REMEDIES

9.01	Events of Default	111
9.02	Remedies Upon Event of Default	113
9.03	Application of Funds	114

ARTICLE X.
ADMINISTRATIVE AGENT

10.01	Appointment and Authority	115
10.02	Rights as a Lender	115
10.03	Exculpatory Provisions	116
10.04	Reliance by Administrative Agent	116
10.05	Delegation of Duties	117
10.06	Resignation of Administrative Agent	117
10.07	Non-Reliance on Administrative Agent and Other Lenders	118
10.08	No Other Duties, Etc.	118
10.09	Administrative Agent May File Proofs of Claim	118
10.10	Collateral and Guaranty Matters	119

ARTICLE XI.
MISCELLANEOUS

11.01	Amendments, Etc.	120
11.02	Notices; Effectiveness; Electronic Communication	122
11.03	No Waiver; Cumulative Remedies	124
11.04	Expenses; Indemnity; Damage Waiver	125

iii

11.05	Payments Set Aside	126
11.06	Successors and Assigns	127
11.07	Treatment of Certain Information; Confidentiality	131
11.08	Right of Setoff	132
11.09	Interest Rate Limitation	132
11.10	Counterparts; Integration; Effectiveness	133
11.11	Survival of Representations and Warranties	133
11.12	Severability	133
11.13	Replacement of Lenders	133
11.14	Governing Law; Jurisdiction; Etc.	134
11.15	Waiver of Jury Trial	135
11.16	USA PATRIOT Act Notice	135
11.17	No Advisory or Fiduciary Responsibility	135

SIGNATURES		S-1

SCHEDULES

1.01		Mandatory Cost Formulae
1.02(a)		Unrestricted Subsidiaries
2.01		Commitments and Pro Rata Shares
3.01		Mortgaged Real Property
3.03		Information Regarding Collateral
6.06		Litigation
6.09		Environmental Matters
6.11		Proposed Tax Assessments
6.12		ERISA Compliance
6.13(a)		Subsidiaries
6.13(b)		Other Equity Investments
8.01		Existing Liens
8.02		Existing Investments
8.03		Existing Indebtedness
11.02		Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

		*Form of*

A-1		Revolving Loan Notice
A-2		Term Loan Interest Rate Selection Notice
B		Swing Line Loan Notice
C-1		Term Loan A Note
C-2		Revolving Loan Note
C-3		Term Loan B Note
D		Compliance Certificate
E		Assignment and Assumption
F		Guaranty Agreement
G		Security Agreement
H		Pledge Agreement
I		Mortgage

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 24, 2007, among MUELLER WATER PRODUCTS, INC. , a Delaware corporation (“ MWA ” or the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), BANK OF AMERICA, N.A. , as Administrative Agent, Swing Line Lender and an L/C Issuer, and, solely for purposes of the Amendment and Restatement (defined below) and the assignment and assumption in Section 1.01 , MUELLER GROUP, LLC , a Delaware limited liability company.

Preliminary Statements

A. Mueller Group (defined in Section 1.02 below, and in such capacity the “ Existing Borrower ”), a wholly-owned subsidiary of the Borrower, the lenders party thereto (the “ Existing Lenders ”) and Bank of America, as administrative agent under the Existing Agreement (defined in Section 1.02 below) (in such capacity, the “ Existing Agent ”), are parties to that certain Credit Agreement, dated as of October 3, 2005, pursuant to which certain of such lenders originally agreed to provide Mueller Group with (a) a revolving credit facility of up to $145,000,000, including a letter of credit and bankers’ acceptance subfacility and a swing line subfacility, and (b) a term loan facility in an initial principal amount of $1,050,000,000.

B. The Borrower and Mueller Group have requested that the Existing Agreement be amended and restated, subject to the conditions set forth herein, in order to, among other things, (a) add an additional term loan facility, (b) extend the maturity date of both the revolving credit facility and the existing term loan facility, (c) increase the maximum aggregate principal amount of the revolving credit facility from the existing $145,000,000 to $300,000,000 (subject to an increase option provided in this Agreement), (d) reduce the existing term loan facility, as the Term Loan B Facility hereunder, from the existing $789,732,412 principal amount to an aggregate principal amount as of the date hereof of $565,000,000 (subject to an increase option provided in this Agreement), (e) create a new Term Loan A Facility hereunder in an initial aggregate principal amount of $150,000,000 (subject to an increase option provided in this Agreement), (f) make the Borrower, the owner of all issued and outstanding Equity Interests (defined in Section 1.02 below) of Mueller Group, the borrower under this Agreement, and make Mueller Group a Guarantor (defined in Section 1.02 below) of the Borrower’s obligations hereunder pursuant to the Guaranty (defined in Section 1.02 below), and (g) make certain other amendments to the Existing Agreement (the “ Amendment and Restatement ”).

C. The parties hereto are willing to amend and restate the Existing Agreement, to consent to the assignment to the Borrower of the Existing Borrower’s obligations under the Existing Agreement pursuant to Section 1.01(i) , and to make and continue to make certain term loan, revolving credit and letter of credit and bankers’ acceptance facilities available to the Borrower upon the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Amendment and Restatement; Existing Borrower Assignment. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower and Mueller Group, the Borrower, the Administrative Agent and the Lenders agree as follows:

(a) As of the Closing Date (immediately prior to the effectiveness of this Agreement) (i) the Aggregate Revolving Credit Commitments under (and as defined in) the Existing Agreement is $145,000,000, (ii) the principal amount of the Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement is $0, (iii) there are no Swing Line Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement, (iv) the aggregate amount of L/C – BA Obligations (as defined in the Existing Agreement) outstanding under the Existing Agreement is $33,350,916.87, and (v) the Outstanding Amount (as defined in the Existing Agreement) of the Term Loan (as defined in the Existing Agreement) is $789,732,412.00.

(b) Each Existing Lender with an outstanding Revolving Credit Commitment (as defined in the Existing Agreement) or portion of the Term Loan (as defined in the Existing Agreement) under the Existing Agreement that either executes and delivers a signature page to this Agreement or commits to a portion of the Revolving Credit Commitment or either Term Loan hereunder prior to the Closing Date and consummates such commitment pursuant to a post-Closing Date assignment (each, a “ Continuing Lender ”) will be deemed to have agreed to the Amendment and Restatement pursuant to the terms of this Agreement upon the effectiveness of this Agreement. Each Existing Lender that does not constitute a Continuing Lender (each, a “ Departing Lender ”) will be deemed not to have agreed to the Amendment and Restatement, and will be subject to the mandatory assignment provisions of Section 11.13 of the Existing Agreement upon the effectiveness of this Agreement.

(c) Simultaneously with the Closing Date, the parties hereby agree that (i) the Revolving Credit Commitments of each Revolving Lender and its Pro Rata Revolving Share shall be as set forth in Schedule 2.01 , the Revolving Loans outstanding under (and as defined in) the Existing Agreement shall be reallocated in accordance with such Revolving Credit Commitments set forth on Schedule 2.01 , and the requisite assignments shall be deemed to be made in such amounts among the Revolving Lenders and from each Revolving Lender to each other Revolving Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Agreement) under the Existing Agreement, and (ii) the letter of credit subfacility under the Existing Agreement shall continue hereunder in the amount of the Letter of Credit – BA Sublimit as provided for herein and all letters of credit existing under the Existing Agreement (the “ Existing Letters of Credit ”) shall continue as Letters of Credit hereunder.

(d) Simultaneously with the Closing Date, the parties hereby agree that the Outstanding Amount of the Term Loan B, and each Term Loan B Lender’s Pro Rata Term B Share thereof, shall be as set forth in Schedule 2.01 , and the portion of the Outstanding Amount of the Term Loan B held by each Term Loan B Lender shall be reallocated in accordance with

the Pro Rata Term B Shares of the Term Loan B Lenders set forth in Schedule 2.01 , and the requisite assignments shall be deemed to be made in such amounts among the Term Loan B Lenders and from each Term Loan B Lender to each other Term Loan B Lender (and, if necessary, to Term Loan B Lenders, including Bank of America, from Existing Lenders under the Existing Agreement who elect not to become Term Loan B Lenders under this Agreement or whose participation in this Agreement as Term Loan B Lenders is expected to be consummated pursuant to a post-closing assignment with Bank of America), with the same force and effect as if such assignments were evidenced by applicable Assignments and Acceptances (as defined in the Existing Agreement) under the Existing Agreement, but without the payment of any related assignment fee.

(e) Simultaneously with the Closing Date, the parties hereby agree that the Outstanding Amount of the Term Loan A, and each Term Loan A Lender’s Pro Rata Term A Share thereof, shall be as set forth in Schedule 2.01.

(f) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in this Section 1.01 (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, and with any Departing Lender under the Existing Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Credit Commitments and the portion of the Outstanding Amount of the Term Loan B allocable to each Term Loan B Lender, such that after giving effect to such settlements the Revolving Credit Commitment of each Revolving Lender, the Pro Rata Term A Share of each Term A Lender and the Pro Rata Term B Share of each Term Loan B Lender shall be as set forth on Schedule 2.01 .

(g) The parties hereto hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower, the Existing Borrower and the other Loan Parties, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein or therein, shall be superseded by this Agreement.

(h) Notwithstanding this Amendment and Restatement of the Existing Agreement, including anything in this Section 1.01 , and in any related Loan Documents (as defined in the Existing Agreement and referred to herein, individually or collectively, as the “ Existing Loan Documents ”), but subject to the assignment from the Existing Borrower to the Borrower set forth in Section 1.01(i) below, (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Agreement and other Existing Loan Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is

given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower, the Existing Borrower or any other Loan Party under the Existing Agreement or any Existing Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, unless otherwise agreed to and arranged by the Administrative Agent, all Revolving Loans (as defined in the Existing Agreement) and Term Loans (as defined in the Existing Agreement) owing and outstanding under the Existing Agreement shall be converted to and, subject to conversion after the Closing Date, shall continue as Base Rate Loans hereunder and shall constitute advances hereunder, and all Letters of Credit (as defined in the Existing Agreement) and Bankers’ Acceptances (as defined in the Existing Agreement) outstanding under the Existing Agreement and any of the Existing Loan Documents, if any, shall continue as Letters of Credit and Bankers’ Acceptances, as applicable, hereunder; provided that if any Eurodollar Rate Loans (as defined in the Existing Agreement) are converted to Base Rate Loans pursuant to this Section 1.01(h) on a day other than the last day of an Interest Period, the Borrower shall compensate the Lenders holding such Eurodollar Rate Loans (as defined in the Existing Agreement) pursuant to Section 4.05 for any loss, cost or expense arising from such conversion on the Closing Date of Eurodollar Rate Loans under (and as defined in) the Existing Agreement to Base Rate Loans hereunder; provided further , that on and after the Closing Date, the Applicable Rate and fees applicable to Loans, Letters of Credit and Bankers’ Acceptances hereunder shall apply without regard to any margins or fees otherwise applicable thereto under the Existing Agreement prior to the Closing Date (which fees and margins applicable prior to the Closing Date shall either be paid in full on the Closing Date or at the first date for payment of interest and fees under this Agreement, as determined by the Borrowers and the Administrative Agent).

(i) Pursuant to the request of the Existing Borrower and the Borrower, in connection with this Amendment and Restatement the Existing Borrower desires to assign to the Borrower, and the Borrower desires to accept such assignment from the Existing Borrower, all of the Existing Borrower’s rights and obligations under the Existing Agreement (as amended and restated by this Amendment and Restatement) so that, after giving effect thereto, the Borrower shall be the sole borrower under this Agreement, and the Existing Borrower shall become a Guarantor hereunder pursuant to its execution and delivery of the Guaranty. The assignment provided for in this Section 1.01(i) is hereby agreed and approved by each Lender party hereto, and shall be deemed to have occurred simultaneously with the occurrence of the Closing Date with respect to this Agreement, without any further action by any party hereto. The Existing Borrower has executed this Agreement for the sole purpose of effectuating the assignment provided in this Section 1.01(i) , and shall have no further rights or obligations under this Agreement (but without limitation to its rights and obligations contained in any other Loan Document to which it is a party)..

1.02 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acceptance Credit ” means a commercial Letter of Credit in which the L/C Issuer engages with the beneficiary of such Letter of Credit to accept a time draft, and shall include those Existing Letters of Credit which are Acceptance Credits.

“ Acceptance Documents ” means such general acceptance agreements, applications, certificates and other documents as the L/C Issuer may require in connection with the creation of Bankers’ Acceptances.

“ Account ” means any account (as that term is defined in Section 9-102(a)(2)(i) and (ii) of the UCC) of the Borrower or any Subsidiary arising from the sale or lease of goods or the rendering of services.

“ Acquisition ” means the acquisition of (a) a controlling equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitments ” means, as at any date of determination thereof, the sum of (a) the Aggregate Revolving Credit Commitments at such date, plus (b) the Outstanding Amount with respect to the Term Loan Facilities at such date.

“ Aggregate Credit Exposures ” means, as at any date of determination thereof, the sum of (a) the unused portion of the Aggregate Revolving Credit Commitments then in effect, plus (b) the Total Outstandings at such time.

“ Aggregate Revolving Credit Commitments ” means, as at any date of determination thereof, the sum of all Revolving Credit Commitments of all Lenders at such date.

“ Agreement ” means this Amended and Restated Credit Agreement.

“ Alternative Currency ” means each of Euro, Sterling, Yen, Canadian Dollar and each other currency (other than Dollars) that is approved in accordance with Section 1.07 .

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“ Alternative Currency Sublimit ” means an amount equal to the lesser of the Aggregate Revolving Credit Commitments and $25,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments; provided that the Alternative Currency Sublimit shall not be in effect for Revolving Loans until the Fronting Structure Amendment is effective.

“ Amendment and Restatement ” has the meaning specified in the Preliminary Statements above.

“ Applicable Rate ” means, from time to time,

(a) with respect to Segments of the Term Loan B (i) that are Eurocurrency Rate Loans, 1.75%, and (ii) that are Base Rate Loans, 0.75%; and

(b) with respect to the Commitment Fee, Revolving Loans, Term Loan A, Swing Line Loans and Letter of Credit - BA Fees, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b) :

		Revolving Loans, Segments of the Term Loan A, Swing Line Loans and Letter of Credit – BA Fees
Pricing Level	Consolidated Leverage Ratio	Base Rate Loans		Eurocurrency Rate Loans and Letter of Credit - BA Fees		Commitment Fee
1	Greater than or equal to 3.50 to 1.00	0.75	%	1.75	%	0.500	%
2	Less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00	0.50	%	1.50	%	0.375	%
3	Less than 2.50 to 1.00 but greater than or equal to 1.50 to 1.00	0.25	%	1.25	%	0.250	%
4	Less than 1.50 to 1.00	0.00	%	1.00	%	0.200	%

Any increase or decrease in the Applicable Rate with respect to Revolving Loans, the Term Loan A (including Segments), Swing Line Loans and Letter of Credit - BA Fees resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply thereto as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the Business Day following the date the appropriate certificate is so delivered. Subject to

the proviso in the preceding sentence, from the Closing Date to the Business Day following the date the Compliance Certificate for the fiscal period ending June 30, 2007 is delivered or is required to be delivered (whichever shall first occur), the Applicable Rate with respect to the Commitment Fee, Revolving Loans, Term Loan A, Swing Line Loans and Letter of Credit - BA Fees shall be Pricing Level 2.

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means BAS and JPMS, each in its capacity as a joint lead arranger and joint book manager.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“ Assumed Indebtedness ” means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended September 30, 2006, and the related consolidated statements of income or operations, retained earnings and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“ Auditor ” has the meaning specified in Section 7.01(a) .

“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Revolving Credit Maturity Date, (b) the date of termination of the Aggregate Revolving Credit Commitments pursuant to Section 2.07 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C- BA Credit Extensions pursuant to Section 9.02 .

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Bank of America Fee Letter ” means the letter agreement, dated as of May 3, 2007, among the Borrower, the Administrative Agent and BAS.

“ Bankers’ Acceptance ” or “ BA ” means a time draft, drawn by the beneficiary under an Acceptance Credit and accepted by the L/C Issuer upon presentation of documents by the beneficiary of an Acceptance Credit pursuant to Section 2.04 hereof, in the standard form for bankers’ acceptances of the L/C Issuer.

“ BAS ” means Banc of America Securities LLC.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan (including a Segment) that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“ Base Rate Revolving Loan ” means a Revolving Loan that is a Base Rate Loan.

“ Base Rate Segment ” means a Segment bearing interest or to bear interest at the Base Rate.

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 7.02 .

“ Borrowing ” means any of (a) the advance of the Term Loans pursuant to Section 2.01 , (b) a Revolving Borrowing, or (c) a Swing Line Borrowing, as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Canadian Dollar ” and “ CAN $ ” mean lawful money of Canada.

“ Cash Collateralize ” has the meaning specified in Section 2.04(g) .

“ Cash Equivalents ” means any of the following types of property, to the extent owned by the Borrower or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens created under the Security Instruments):

(a) cash, denominated in U.S. Dollars or in a currency other than U.S. Dollars that is freely transferable or convertible into U.S. Dollars;

(b) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by the government of the United States or any state or municipality thereof, in each case so long as such obligation has an investment grade rating by S&P and Moody’s;

(c) commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s and A-1 (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating agency if at any time neither Moody’s and S&P shall be rating such obligations; provided that up to 25% of the aggregate amount of Investments in Cash Equivalents pursuant to this subpart (c) of the definition thereof may be in

commercial paper that is rated (I) at least P-1 (or the then equivalent grade) by Moody’s and at least A-2 (or the then equivalent grade) by S&P, or (II) at least P-2 (or the then equivalent grade) by Moody’s and at least A-1 (or the then equivalent grade) by S&P;

(d) insured certificates of deposit or bankers’ acceptances of, or time deposits with any Lender or with any commercial bank that (i) is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in the first portion of clause (c) above (without regard to the proviso), (iii) is organized under the laws of the United States or of any state thereof and (iv) has combined capital and surplus of at least $250,000,000, provided that no more than 25% of the aggregate amount of Investments in Cash Equivalents pursuant to this subpart (d) of the definition thereof may be in such items with a maturity longer than one year;

(e) readily marketable general obligations of any corporation organized under the laws of any state of the United States of America, payable in the United States of America, expressed to mature not later than twelve months following the date of issuance thereof and rated A or better by S&P or A2 or better by Moody’s;

(f) readily marketable shares of investment companies or money market funds that, in each case, invest solely in the foregoing Investments described in clauses (a) through (e) above; and

(g) in the case of any Restricted Subsidiary of the Borrower organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (a) through (f) above.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Borrower or its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the Voting Securities of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

“ Closing Date ” means the first date all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01 (or, in the case of Section 5.01(b) , waived by the Person entitled to receive the applicable payment).

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means, collectively, all personal and real property of the Borrower, any Restricted Subsidiary or any other Person in which the Administrative Agent or any Lender is granted a Lien under any Security Instrument as security for all or any portion of the Obligations or any other obligation arising under any Loan Document.

“ Commitment Fee ” has the meaning specified in Section 2.10(a) .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Consolidated Capital Expenditures ” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, for any period the sum of (without duplication) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower or any Restricted Subsidiary during such period for items that would be classified as “property, plant or equipment” or comparable items on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries, including without limitation all transactional costs incurred in connection with such expenditures provided the same have been capitalized; provided , that Consolidated Capital Expenditures shall exclude any portion of the purchase price of an Acquisition permitted by Section 8.13 which is accounted for as a capital expenditure.

“ Consolidated Cash Interest Charges ” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, that portion of Consolidated Interest Charges that is either paid or required to be paid in cash during such period, but excluding prepayment or similar premiums paid in connection with any prepayment, repurchase or redemption of Consolidated Funded Indebtedness.

“ Consolidated EBITDA ” means, for any period and in each case without duplication (including any duplication with any item excluded in calculating Consolidated Net Income), with respect to the Borrower and its Restricted Subsidiaries, on a consolidated basis determined in accordance with GAAP, an amount equal to:

(a) Consolidated Net Income for such period,

plus (b) Consolidated Interest Charges for such period, to the extent deducted in computing Consolidated Net Income,

plus (c) the provision for federal, state, local and foreign income taxes payable for such period, to the extent deducted in computing Consolidated Net Income,

plus (d) depreciation and depletion expense, to the extent deducted in computing Consolidated Net Income,

plus (e) amortization expense, to the extent deducted in computing Consolidated Net Income,

plus (f) all other non-cash charges or expenses (excluding any non-cash charges representing an accrual of, or reserve for, cash charges to be paid within the next twelve months) to the extent deducted in computing Consolidated Net Income,

plus (g) any amounts deducted in determining Consolidated Net Income representing mark-to-market losses related to interest rate hedges that must be recognized currently in net income under Financial Accounting Standards Board Statement 133 (to the extent not included in Consolidated Interest Charges),

minus (h) any amounts added in determining Consolidated Net Income representing mark-to-market gains related to interest rate hedges that must be recognized currently in net income under Financial Accounting Standards Board Statement 133 (to the extent not included in Consolidated Interest Charges),

minus (i) all other non-cash income or gains added in determining Consolidated Net Income,

plus (j) expenses incurred in connection with the Transactions to the extent deducted in computing Consolidated Net Income,

plus (k) any amounts deducted in determining Consolidated Net Income representing cash restructuring costs, or cash costs reasonably determined by the Borrower to be associated with facility or product line closures, consolidation or rationalization, not to exceed (i) $50,000,000 of such costs in the aggregate incurred

from the Closing Date through the last day of the fiscal year of the Borrower ending September 30, 2008, (ii) $25,000,000 of such costs in the aggregate incurred during the fiscal year of the Borrower ending September 30, 2009, (iii) $25,000,000 of such costs in the aggregate incurred during the fiscal year of the Borrower ending September 30, 2010, (iv) $25,000,000 of such costs in the aggregate incurred during the fiscal year of the Borrower ending September 30, 2011, and (v) $25,000,000 of such costs in the aggregate incurred during the fiscal year of the Borrower ending September 30, 2012, provided that any amount not utilized in any fiscal year of the Borrower may be carried forward for use in any succeeding fiscal year until the Term Loan B Maturity Date, and

plus (l) for any Four-Quarter period including a fiscal quarter of the Borrower ending on or prior to December 31, 2006, up to 75% of any amounts deducted in determining Consolidated Net Income representing costs associated with compliance with Sarbanes-Oxley;

provided , however , Consolidated EBITDA shall be decreased by the amount of any cash expenditures in such period related to non-cash charges added back to Consolidated Net Income in computing Consolidated EBITDA during any prior periods.

“ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under standby and commercial letters of credit (excluding the undrawn amount thereof), bankers’ acceptances (including all BAs hereunder), bank guaranties (excluding the amounts available thereunder as to which demand for payment has not yet been made), surety bonds (excluding the amounts available thereunder as to which demand for payment has not yet been made) and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations and all Receivables Facility Outstandings, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Restricted Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner or joint venturer, to the extent such Indebtedness is recourse to the Borrower or such Restricted Subsidiary.

“ Consolidated Interest Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the Four-Quarter Period ending on such date to (b) Consolidated Cash Interest Charges for such period.

“ Consolidated Interest Charges ” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of the following (without duplication), in each case net of interest income earned (without duplication) on cash balances or under Swap Contracts hedging against, or otherwise entered into to manage risks relating to, fluctuations in interest rates to the extent such interest income is included in the calculation of Consolidated Net Income: (a) all interest, (b) the portion of rent expense of the Borrower and its Restricted Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP, and (c) any amounts included in interest expense in respect of Permitted Receivables Transactions (or, if any such Permitted Receivables Transaction is an “off-balance sheet” transaction under GAAP, any amounts that would have been so included in respect of such Permitted Receivables Transaction if it were an “on-balance sheet” transaction under GAAP).

“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date less Cash Equivalents of the Borrower and the Restricted Subsidiaries on a consolidated basis as of such date to (b) Consolidated EBITDA for the Four-Quarter Period most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) .

“ Consolidated Net Income ” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the net income after taxation of the Borrower and its Restricted Subsidiaries for that period excluding (a) net losses or gains realized in connection with (i) any sale, lease, conveyance or other disposition of any asset (other than in the ordinary course of business), or (ii) repayment, repurchase or redemption of Indebtedness, and (b) extraordinary or nonrecurring income (or expense), including, any compensation charge incurred in connection with the Transactions; provided that the net income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid to the Borrower or a Restricted Subsidiary in cash.

“ Consolidated Senior Secured Indebtedness ” means, as of any date of determination, all Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or property of the Borrower or any of its Restricted Subsidiaries.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“ Core Business ” means any material line of business conducted by the Borrower and its Subsidiaries as of the Closing Date and any business reasonably related or incidental thereto.

“ Cost of Acquisition ” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the amount of any cash and fair market value of other property (excluding the value of any capital stock, warrants or options to acquire capital stock of the Borrower or any Restricted Subsidiary and the unpaid principal amount of any debt instrument) given as consideration, (b) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Restricted Subsidiary in connection with such Acquisition, (c) all additional purchase price amounts in the form of earnouts and other contingent obligations that are to be paid in cash and that should be recorded on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP, (d) all amounts paid in cash in respect of covenants not to compete, and consulting agreements that should be recorded on financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP, (e) the aggregate fair market value of all other consideration given by the Borrower or any Restricted Subsidiary in connection with such Acquisition (but excluding the value of any capital stock, warrants or options to acquire capital stock of the Borrower or any Restricted Subsidiary), and (f) out-of-pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred and capitalized in accordance with GAAP.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C– BA Credit Extension.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would unless cured or waived be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate with respect to Base Rate Loans plus (c) 2% per annum; provided , however , that (i) with respect to a Eurocurrency Rate Loan, until the end of the Interest Period during which the Default Rate is first applicable, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Eurocurrency Rate Loan plus 2% per annum, and thereafter as set forth in the portion of this sentence preceding this proviso, and (ii) with respect to Letter of Credit– BA Fees, the Default Rate shall equal the Letter of Credit– BA Fee, then in effect plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Revolving Loans, participations in L/C - BA Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Direct Foreign Subsidiary ” means a Foreign Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property, or part thereof, by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States (but excluding any territory or possession thereof).

“ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and, in the case of any assignment of a Revolving Credit Commitment, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“ EMU ” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including

those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of section 414(b) or (c) of the Code (and sections 414(m) and (o) of the Code for purposes of provisions relating to section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing by the Borrower or any ERISA Affiliate or the PBGC of a notice of intent to terminate, the treatment by the PBGC of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (g) any event or condition that results in (i) the termination of any Plan that is regulated by any Foreign Benefit Law, (ii) the revocation of such Plan’s authority to operate under the applicable Foreign Benefit Law or (iii) a complete or partial withdrawal by the Borrower or any Subsidiary from a Foreign Pension Plan.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Rate ” means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“ Eurocurrency Rate Loan ” means a Loan (including a Segment) that bears interest at a rate based on the Eurocurrency Rate. All Revolving Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“ Eurocurrency Rate Revolving Loans ” means a Revolving Loan that bears interest at a rate based on the Eurocurrency Rate.

“ Eurocurrency Rate Segment ” means a Segment bearing interest or to bear interest at the Eurocurrency Rate.

“ Event of Default ” has the meaning specified in Section 9.01 .

“ Exchange Act ” means the Securities Exchange Act of 1934 and the regulations promulgated thereunder.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or

assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 4.01(a) .

“ Existing Agent ” has the meaning specified in the Preliminary Statements above.

“ Existing Borrower Notes ” means the 14 ¾% senior discount notes due 2014 issued by the Borrower in an aggregate initial accreted value not in excess of $110,100,000 pursuant to the Existing Borrower Notes Indenture, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified.

“ Existing Borrower Notes Indenture ” means the Indenture, dated as of April 29, 2004, among the Borrower and Law Debenture Trust Company of New York, as trustee, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified.

“ Existing Borrower Notes Tender ” means the offer to purchase and solicitation of consents made by the Borrower pursuant to the Offers to Purchase for the Existing Borrower Notes, and the termination, defeasance or other satisfaction in full in a manner satisfactory to the Administrative Agent of all or substantially all of the Existing Borrower Notes.

“ Existing Agreement ” means that certain Credit Agreement dated as of October 3, 2005, among Mueller Group, Bank of America, as administrative agent, and a syndicate of lenders, as amended through the Closing Date, which Existing Agreement is being amended and restated hereby.

“Existing Letters of Credit ” has the meaning specified in Section 1.01(c) .

“ Existing Subordinated Notes ” means the 10% senior subordinated notes due 2012 co-issued by Mueller Group and Mueller Group Co-Issuer, Inc. in an aggregate principal amount of $315,000,000, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified in accordance with the terms of this Agreement.

“ Existing Subordinated Notes Indenture ” means the Indenture, dated as of April 23, 2004, among Mueller Group, Mueller Group Co-Issuer, Inc., the guarantors signatory thereto, and Law Debenture Trust Company of New York, as trustee, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified in accordance with the terms of this Agreement.

“ Existing Subordinated Notes Tender ” means the offer to purchase and solicitation of consents made by the Borrower pursuant to the Offers to Purchase and consummated on or prior to the Closing Date, for the Existing Subordinated Notes, and the termination, defeasance or other satisfaction in full in a manner satisfactory to the Administrative Agent of all or substantially all of the Existing Subordinated Notes.

“ Facility Termination Date ” means the date as of which all of the following shall have occurred: (a) the Borrower shall have permanently terminated the Revolving Credit Facility and each of the Term Loan Facilities by final payment in full of all Outstanding Amounts, together with all accrued and unpaid interest and fees thereon, other than (i) the undrawn portion of

Letters of Credit, (ii) the aggregate face amount of all outstanding Bankers’ Acceptances and (iii) all fees relating to any Letters of Credit accruing after such date (which fees shall be payable solely for the account of the L/C Issuer and shall be computed (based on interest rates and the Applicable Rate then in effect) on such undrawn amounts to the respective expiry dates of the Letters of Credit), in each case as have been fully Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made, (b) the Aggregate Revolving Credit Commitments, if any, shall have terminated or expired, (c) the obligations and liabilities of the Borrower and each other Loan Party under all Related Credit Arrangements shall have been fully, finally and irrevocably paid and satisfied in full and the Related Credit Arrangements shall have expired or been terminated, or other arrangements satisfactory to the counterparties shall have been made with respect thereto, and (d) each Guarantor shall have fully, finally and irrevocably paid and satisfied in full its respective obligations and liabilities arising under the Loan Documents, (except for future obligations consisting of continuing indemnities and other contingent Obligations of the Borrower or any Loan Party that may be owing to the Administrative Agent or any of its Related Parties or any Lender pursuant to the Loan Documents and expressly survive termination of this Agreement).

“ 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 (a) if such day 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 (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Foreign Benefit Law ” means any Law of any foreign nation or any province, state, territory, protectorate or other political subdivision thereof regulating, relating to, or imposing liability or standards of conduct concerning, any Plan or Pension Plan.

“ Foreign Investment Basket Utilization ” means, on any date, the sum of (a) the aggregate Investments in any Foreign Subsidiaries that are Restricted Subsidiaries pursuant to Section 8.02(k) , plus , (b) the outstanding aggregate principal amount of Indebtedness incurred by Foreign Subsidiaries pursuant to Section 8.03(i)(ii) plus (c) the aggregate Costs of Acquisition with respect to all Acquisitions of Foreign Subsidiaries occurring after the Closing Date, without duplication for any portion thereof made with the proceeds of Investments described in clause (a) or Indebtedness described in clause (b) of this definition.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Pension Plan ” means any plan, arrangement, understanding or scheme maintained by the Borrower or any Subsidiary that provides retirement or deferred compensation benefits covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Four-Quarter Period ” means a period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries, taken together as one accounting period.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Structure Amendment ” means an amendment to this Agreement, to be entered into after the Closing Date by and among the Borrower, the Guarantors and the Administrative Agent, but without any further action by the Lenders as provided in subpart (vii) of the second proviso to Section 11.01 , for the purpose of enabling Bank of America to serve as a fronting bank for Revolving Loans made in Alternative Currencies with respect to each Revolving Lender that has provided notice to the Administrative Agent that it is unable to fund Revolving Loans in one or more Alternative Currencies.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“ GAAP ” means generally accepted accounting principles in the United States 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 Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” has the meaning specified in Section 11.06(h) .

“ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the

payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantors ” means each Subsidiary of the Borrower and each other Person that has executed and delivered the Guaranty or a Guaranty Joinder Agreement.

“ Guaranty ” means that certain Amended and Restated Guaranty Agreement dated as of the date hereof among certain Subsidiaries of the Borrower party thereto and the Administrative Agent (on behalf of the Lenders) substantially in the form of Exhibit F , as supplemented from time to time by the execution and delivery of Guaranty Joinder Agreements pursuant to Section 7.12 , as from time to time the same may be otherwise supplemented or amended, modified, amended and restated or replaced.

“ Guaranty Joinder Agreement ” means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the Administrative Agent pursuant to Section 7.12 , as amended, modified, supplemented or amended and restated.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Honor Date ” has the meaning set forth in Section 2.04(c) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) capital leases and Synthetic Lease Obligations of such Person and all Receivables Facility Outstandings; and

(g) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, to the extent such Indebtedness is recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 11.04 .

“ Information ” has the meaning specified in Section 11.07 .

“ Interest Payment Date ” means, (a) as to any Eurocurrency Rate Loan, the last day of the relevant Interest Period, any date that such Loan is prepaid or converted, in whole or in part, and the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), (i) the fifteenth (or the next Business Day after the fifteenth, if the fifteenth is not a Business Day) of each January, April, July and October with respect to interest accrued through the last day of each fiscal quarter of the Borrower ending immediately prior to such date, and (ii) the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, with respect to interest accrued through such date; provided , further , that interest accruing at the Default Rate shall be payable from time to time upon demand of the Administrative Agent.

“ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending, in each case, on the date one, two, three or six or, if consented to by each applicable Lender, nine or twelve months thereafter, as selected by the

Borrower in its Revolving Loan Notice or Term Loan Interest Rate Selection Notice (or, in the case of any Eurocurrency Rate Loan made on the Closing Date, such other interest period less than six months that may be approved by the Administrative Agent); provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond (a) with respect to Revolving Loans, the Revolving Credit Maturity Date, (b) with respect to the Term Loan A, the date set forth in part (a) of the definition of the Term Loan A Maturity Date, and (c) with respect to the Term Loan B, the date set forth in part (a) of the definition of the Term Loan B Maturity Date.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit, or (d) the purchase of land and related infrastructure improvements. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such transfer or exchange.

“ IP Rights ” has the meaning set forth in Section 6.17 .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit or Acceptance Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit or Acceptance Credit.

“ Joinder Agreements ” means, collectively, Guaranty Joinder Agreements, the Pledge Joinder Agreements and the Security Joinder Agreements.

“ JPMorgan ” means JPMorgan Chase Bank, N.A.

“ JPMorgan Fee Letter ” means the letter agreement, dated as of May 4, 2007, among the Borrower, JPMorgan and JPMS.

“ JPMS ” means J.P. Morgan Securities Inc.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C – BA Advance ” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C – BA Borrowing in accordance with its Pro Rata Revolving Share. All L/C - BA Advances shall be denominated in Dollars.

“ L/C – BA Borrowing ” means an extension of credit resulting from (a) a drawing under any Letter of Credit (other than an Acceptance Credit) or (b) a payment of a Bankers’ Acceptance upon presentation, in each case which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. All L/C – BA Borrowings shall be denominated in Dollars.

“ L/C – BA Credit Extension ” means, with respect to any Letter of Credit or Bankers’ Acceptance, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C – BA Obligations ” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit, plus the sum of the maximum aggregate amount which is, or at any time thereafter may become, payable by the L/C Issuers under all then outstanding Bankers’ Acceptances, plus the aggregate of all Unreimbursed Amounts, including all L/C – BA Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Issuer ” means each of Bank of America and JPMorgan, each in its capacity as an issuer of Letters of Credit and Bankers’ Acceptances hereunder, or any successor issuer of Letters of Credit and Bankers’ Acceptances hereunder. At any time there is more than one L/C Issuer, all singular references to the L/C Issuer shall mean any L/C Issuer, either L/C Issuer, each

L/C Issuer, the L/C Issuer that has issued the applicable Letter of Credit, or both L/C Issuers, as the context may require.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any letter of credit issued hereunder, and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit (including an Acceptance Credit) or a standby letter of credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer and, in the case of any Acceptance Credit, shall include the related Acceptance Documents.

“ Letter of Credit – BA Expiration Date ” means the day that is seven days prior to the Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit – BA Fees ” means, collectively or individually as the context may indicate, the fees with respect to Letters of Credit and Bankers’ Acceptances described in Section 2.04(i) .

“ Letter of Credit – BA Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving Credit Commitments. The Letter of Credit – BA Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan, a Term Loan or a Swing Line Loan, including any Segment.

“ Loan Documents ” means this Agreement, each Note, the Guaranty (including each Guaranty Joinder Agreement), each Security Instrument, each Revolving Loan Notice, each Term Loan Interest Rate Selection Notice, each Issuer Document and each Compliance Certificate, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender or the Administrative Agent in connection with the Loans made and transactions contemplated by this Agreement.

“ Loan Parties ” means, collectively, the Borrower, each Guarantor and each other Person providing Collateral pursuant to any Security Instrument.

“ Mandatory Cost ” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01 .

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Material Subsidiary ” means, as of any date of determination thereof, each direct or indirect Restricted Subsidiary of the Borrower that (a) holds, owns or contributes, as the case may be, 3% or more of the gross revenues, assets (including Equity Interests in other Subsidiaries) or Consolidated EBITDA of the Borrower and the Restricted Subsidiaries, on a consolidated basis (calculated as of the most recent fiscal period with respect to which the Administrative Agent shall have received financial statements required to be delivered pursuant to Sections 7.01(a) or (b) or if prior to delivery of any financial statements pursuant to such Sections, then calculated with respect to the financial statements dated as of March 31, 2007), (b) is designated by the Borrower as a Material Subsidiary, or (c) Guarantees the Subordinated Notes or any Permitted Subordinated Debt. The Borrower shall designate one or more Restricted Subsidiaries of the Borrower as Material Subsidiaries if, in the absence of such designation, the aggregate gross revenues, assets (including Equity Interests in other Subsidiaries) or contribution to Consolidated EBITDA of all Restricted Subsidiaries of the Borrower that are not Material Subsidiaries would exceed 3% of the gross revenues, assets or Consolidated EBITDA (calculated as of the most recent fiscal period with respect to which the Administrative Agent shall have received financial statements required to be delivered pursuant to Sections 7.01(a) or (b) or if prior to delivery of any financial statements pursuant to such Sections, then calculated with respect to the financial statements dated as of March 31, 2007).

“ Maximum Annual Payment Amount ” means (a) from the Closing Date to the first anniversary thereof, $50,000,000, and (b) in each subsequent year, $25,000,000 plus the amount available but not utilized (whether pursuant to Section 8.02(o) , 8.06(e) or 8.11(a)(iv) ) in preceding years; provided that the Maximum Annual Payment Amount in any single year shall not exceed $75,000,000.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgage ” means, individually or collectively as the context may indicate, those mortgages, deeds of trust, deeds to secure debt and comparable real estate Lien documents delivered prior to, on or after the Closing Date to the Administrative Agent with respect to any Mortgaged Fee Property, substantially in the form attached hereto as Exhibit I .

“ Mortgaged Fee Property ” means, collectively, the fee interests of the Borrower or any Guarantor, as applicable, in such real property, improvements, fixtures and other items of real and personal property related thereto (and the products and proceeds thereof) as may be granted to the Administrative Agent prior to or on the Closing Date, or from time to time thereafter, in accordance with the terms of this Agreement pursuant to a Mortgage.

“ Mortgaged Property Support Documents ” shall mean, for each Mortgaged Fee Property, (a) the Title Policy pertaining thereto, (b) such surveys and flood hazard certifications thereof as the Administrative Agent may require prepared by recognized experts in their respective fields selected by the Borrower and reasonably satisfactory to the Administrative Agent provided that if the Title Policy for any Mortgaged Fee Property does not contain a blanket survey exception and contains survey coverage and survey related endorsements which are reasonably acceptable to the Administrative Agent, then no survey shall be required for such Mortgaged Fee Property, (c) as to the Mortgaged Properties located in a flood hazard area, such flood hazard insurance as the Administrative Agent may require, (d) such lessee’s affidavits as the Administrative Agent may reasonably require with respect to any such property leased to a third party, (e) such opinions of local counsel with respect to the Mortgages, as applicable, as the Administrative Agent may reasonably require, and (f) such other documentation as the Administrative Agent may reasonably require, in each case as shall be in form and substance reasonably acceptable to the Administrative Agent.

“ Mueller Group ” means Mueller Group, LLC, a Delaware limited liability company

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means, with respect to the sale of any asset by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such sale (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than Indebtedness under the Loan Documents and Indebtedness owing to the Borrower or any Restricted Subsidiary), (B) the out-of-pocket expenses incurred by the Borrower or any Restricted Subsidiary in connection with such sale, including any brokerage commissions, underwriting fees and discount, legal fees, finder’s fees and other similar fees and commissions, (C) taxes paid or reasonably estimated to be payable by the Borrower or any Restricted Subsidiary in connection with the relevant asset sale, (D) the amount of any reasonable reserve required to be established in accordance with GAAP against liabilities (other than taxes deducted pursuant to (C) above) to the extent such reserves are (I) associated with the assets that are the object of such sale and (II) retained by the Borrower or any Restricted Subsidiary, and (E) the amount of any reasonable reserve for purchase price adjustments and retained fixed liabilities reasonably expected to be payable by the Borrower or any Restricted Subsidiary in connection therewith to the extent such reserves are (I) associated with the assets that are the object of such sale and (II) retained by the Borrower or any Restricted Subsidiary; provided that the amount of any subsequent reduction of any reserve

provided for in clause (D) or (E) above (other than in connection with a payment in respect of such liability) shall (X) be deemed to be Net Cash Proceeds of such asset sale occurring on the date of such reduction, and (Y) immediately be applied to the prepayment of Loans in accordance with Section 2.06(d) ;

“ Notes ” means, collectively, the Revolving Loan Notes and the Term Loan Notes.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit or Bankers’ Acceptance, or arising under any Related Credit Arrangement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Offers to Purchase ” means the Offers to Purchase and Solicitations of Consents made on May 1, 2007 to the holders of the Existing Borrower Notes and the Existing Subordinated Notes with respect to all such notes.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Outstanding Amount ” means (a) with respect to either Term Loan on any date, the aggregate outstanding principal amount thereof after giving effect to the Borrowing of the Term Loans on the Closing Date, and any prepayments or repayments of either Term Loan (or any Segment) occurring on such date, (b) with respect to Revolving Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Revolving Borrowings and any prepayments or repayments of Revolving Loans occurring on such date; (c) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Swing Line Loans occurring on such date; and (d) with respect to any L/C – BA Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C – BA Obligations on such date after giving effect to any L/C – BA Credit Extension occurring on such

date and any other changes in the aggregate amount of the L/C – BA Obligations as of such date, including as a result of any reimbursements of amounts paid under Bankers’ Acceptances or outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Participant ” has the meaning specified in Section 11.06(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means (a) any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years, and (b) any Foreign Pension Plan.

“ Permitted Receivables Transaction ” means one or more trade receivables financing transactions pursuant to which the Borrower and any of its Restricted Subsidiaries sells Accounts and assets related thereto that are customarily transferred with such Accounts in receivables financing transactions, or interests therein, directly or indirectly through another Restricted Subsidiary of the Borrower to a Receivables Co., and such Receivables Co. sells such Accounts and related assets, or interests therein, or grants Liens in such Accounts and related assets, or interests therein, to buyers thereof or providers of financing based thereon, so long as (i) the aggregate principal amount outstanding (without duplication) at any time of all such financings does not exceed $200,000,000, (ii) such financings are subject to customary terms and conditions or other terms and conditions reasonably acceptable to the Administrative Agent and (iii) each such financing is subject to a backstop facility provided by a credit support provider reasonably acceptable to the Administrative Agent, which backstop facility has a term of not less than 3 years from the date such backstop facility is entered into, or otherwise has credit support acceptable to the Administrative Agent.

“ Permitted Subordinated Debt ” means, individually or collectively as the context may indicate, (a) the Subordinated Notes and (b) any other unsecured subordinated notes issued by the Borrower having terms consistent with the following: (i) subordination in right of payment to the Obligations pursuant to terms and conditions substantially similar to those set forth in the Subordinated Notes Indenture or other terms and conditions acceptable to the Administrative

Agent, (ii) no scheduled payments of principal for at least one year following the Term Loan B Maturity Date, (iii) commercially reasonable interest rates, (iv) the absence of financial maintenance covenants, and (v) the absence of covenants or any other terms or conditions that, taken as a whole, are more restrictive than the covenants, terms and restrictions contained in this Agreement and the other applicable Loan Documents; provided , in each case that such Indebtedness is either exchanged for, or 100% of the proceeds of such Indebtedness is used to repay, redeem or repurchase, in whole or in part, the Subordinated Notes or other Permitted Subordinated Debt and to pay related premiums, interest, fees, costs and expenses.

“ Permitted Subordinated Debt Documents ” means all loan agreements, indentures, note purchase agreements, promissory notes, guarantees, and other instruments and agreements evidencing or executed in connection with Permitted Subordinated Debt, in each case as amended, supplemented, amended and restated or otherwise modified in accordance with Section 8.11 .

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means (a) any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, and (b) any Foreign Pension Plan.

“ Platform ” has the meaning specified in Section 7.02 .

“ Pledge Agreement ” means that certain Amended and Restated Securities Pledge Agreement dated as of the date hereof among the Borrower and one or more of the Guarantors to the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit H , as supplemented from time to time by the execution and delivery of Pledge Joinder Agreements pursuant to Sections 3.01 and 7.12 , as the same may be otherwise supplemented (including by Pledge Agreement Supplement).

“ Pledge Agreement Supplement ” means the Pledge Agreement Supplement in the form affixed as an exhibit to the Pledge Agreement.

“ Pledged Interests ” means (a) the Subsidiary Securities of each of the existing or hereafter organized or acquired Domestic Subsidiaries of the Borrower that at any time are on Schedule I to the Pledge Agreement (or any similar schedule serving the same purpose in the Pledge Agreement); (b) all of the Subsidiary Securities of each of the existing or hereafter organized or acquired Domestic Subsidiaries of the Borrower that is a Material Subsidiary; and (c) 65% of the Voting Securities (or if the relevant Person shall own less than 65% of such Voting Securities, then 100% of the Voting Securities owned by such Person) and 100% of the nonvoting Subsidiary Securities of each of the existing or hereafter organized or acquired Direct Foreign Subsidiaries of the Borrower that is a Material Subsidiary; provided that the Pledged Interests shall in each case exclude the Voting Securities and Subsidiary Securities of any Unrestricted Subsidiary.

“ Pledge Joinder Agreement ” means each Pledge Joinder Agreement, substantially in the form thereof attached to the Pledge Agreement, executed and delivered by a Guarantor to the Administrative Agent pursuant to Section 7.12 .

“ Post-Closing Agreement ” means that certain Post-Closing Agreement by and between the Borrower and the Administrative Agent dated as of the Closing Date with respect to the satisfaction after the Closing Date of certain real property collateral matters, including Mortgages and Mortgaged Property Support Documents.

“ Pro Rata Revolving Share ” means, with respect to each Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Credit Commitment of such Revolving Lender at such time and the denominator of which is the amount of the Aggregate Revolving Credit Commitments at such time; provided that if the Aggregate Revolving Credit Commitments have been terminated at such time, then the Pro Rata Revolving Share of each Revolving Lender shall be the Pro Rata Revolving Share of such Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to Section 11.06 . The initial Pro Rata Revolving Share of each Revolving Lender is set forth opposite the name of such Revolving Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender becomes a party hereto, as applicable.

“ Pro Rata Term A Share ” means, with respect to each Term Loan A Lender, the percentage (carried out to the ninth decimal place) of the principal amount of the Term Loan A funded by such Term Loan A Lender. The initial Pro Rata Term A Share of each Term Loan A Lender is set forth opposite the name of such Term Loan A Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Loan A Lender becomes a party hereto, as applicable.

“ Pro Rata Term B Share ” means, with respect to each Term Loan B Lender, the percentage (carried out to the ninth decimal place) of the principal amount of the Term Loan B funded by such Term Loan B Lender. The initial Pro Rata Term B Share of each Term Loan B Lender is set forth opposite the name of such Term Loan B Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Loan B Lender becomes a party hereto, as applicable.

“ Receivables Co. ” means any Restricted Subsidiary of the Borrower whose sole business consists of purchasing Accounts and related assets, or interests therein, pursuant to a Permitted Receivables Transaction, from the Borrower and its Restricted Subsidiaries, selling and granting Liens on such Accounts and related assets, or interests therein, obtaining credit on the basis of sales of or Liens on such Accounts and related assets, or interests therein, and such other activities as are incidental to the foregoing.

“ Receivables Facility Outstandings ” means obligations of the Borrower and its Restricted Subsidiaries, with respect to any Permitted Receivables Transaction, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations in respect of any Permitted Receivables Transaction shall be (a) if such Permitted Receivables Transaction is or should be an “on-balance-sheet” transaction in accordance with GAAP, the aggregate

principal amount of debt required to be reflected on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries in respect thereof in accordance with GAAP and (b) if such Permitted Receivables Transaction is or should be an “off-balance-sheet” transaction in accordance with GAAP, the aggregate principal amount of debt that would be required to be reflected on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries in respect thereof in accordance with GAAP if such Permitted Receivables Transaction were an “on-balance-sheet” transaction in accordance with GAAP.

“ Register ” has the meaning specified in Section 11.06(c) .

“ Registered Public Accounting Firm ” has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed in the Securities Laws.

“ Related Credit Arrangements ” means, collectively, Related Swap Contracts and Related Treasury Management Arrangements.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, trustees, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Related Swap Contract ” means all Swap Contracts that are entered into or maintained by any Loan Party with a Lender or Affiliate of a Lender that are not prohibited by the express terms of the Loan Documents.

“ Related Treasury Management Arrangements ” means all arrangements for the delivery of treasury management services to or for the benefit of any Loan Party which are entered into or maintained with a Lender or Affiliate of a Lender and which are not prohibited by the express terms of the Loan Documents.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with respect to a conversion or continuation of Segments, a Term Loan Interest Rate Selection Notice, (c) with respect to an L/C - BA Credit Extension, a Letter of Credit Application, and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C - BA Credit Extensions have been terminated pursuant to Section 9.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C – BA Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that any Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, as of any date of determination, Revolving Lenders having more than 50% of the Aggregate Revolving Credit Commitments and Outstanding Amount (including risk participations in Letters of Credit and Swing Line Loans) under the Revolving Credit Facility; provided that the Revolving Credit Commitment of, and the portion of the Outstanding Amount (including risk participations in Letters of Credit and Swing Line Loans) under the Revolving Credit Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“ Required Term Loan A Lenders ” means, as of any date of determination, Term Loan A Lenders having more than 50% of the Outstanding Amount of the Term Loan A; provided that the Outstanding Amount of the Term Loan A held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Loan A Lenders.

“ Required Term Loan B Lenders ” means, as of any date of determination, Term Loan B Lenders having more than 50% of the Outstanding Amount of the Term Loan B; provided that the Outstanding Amount of the Term Loan B held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Loan B Lenders.

“ Responsible Officer ” means, with respect to each Loan Party, the chief executive officer, president, chief financial officer, treasurer, controller or assistant treasurer or any vice president of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof). For avoidance of doubt, payments pursuant to any shared services agreement described in Section 8.08 shall not be deemed to be Restricted Payments.

“ Restricted Subsidiaries ” means all Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.03 , and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative

Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“ Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period, made by each of the Revolving Lenders pursuant to Section 2.02 .

“ Revolving Credit Commitment ” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.02 , (b) purchase participations in L/C - BA Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Credit Facility ” means the facility described in Sections 2.02 , 2.04 and 2.05 providing for Revolving Loans, Swing Line Loans, Letters of Credit and BAs to or for the benefit of the Borrower by the Revolving Lenders, Swing Line Lender and L/C Issuer, as the case may be, in the maximum aggregate principal amount at any time outstanding of $300,000,000, as adjusted from time to time pursuant to the terms of this Agreement.

“ Revolving Credit Maturity Date ” means the earliest of (a) May 24, 2012, or (b) such earlier date upon which the Outstanding Amounts under the Revolving Credit Facility, including all accrued and unpaid interest, are required to be paid in full, and all Revolving Credit Commitments terminated, in accordance with the terms hereof.

“ Revolving Lender ” means each Lender that has a Revolving Credit Commitment or, following termination of the Revolving Credit Commitments, has Revolving Loans outstanding or participations in an outstanding Letter of Credit, Banker’s Acceptance or Swing Line Loan.

“ Revolving Loan ” means a Base Rate Loan or a Eurocurrency Rate Loan made to the Borrower by a Revolving Lender in accordance with its Pro Rata Revolving Share pursuant to Section 2.02 , except as otherwise provided herein. Revolving Loans may be denominated in Dollars or, subject to the Alternative Currency Sublimit and after the effectiveness of the Fronting Structure Amendment, in an Alternative Currency.

“ Revolving Loan Note ” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit C-2 .

“ Revolving Loan Notice ” means a notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.03(a) , which, if in writing, shall be substantially in the form of Exhibit A-1 .

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Parties ” means, collectively, with respect to each of the Security Instruments, the Administrative Agent, the Lenders and such other Persons for whose benefit the Lien thereunder is conferred, as therein provided.

“ Securities Laws ” means the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“ Security Agreement ” means the Amended and Restated Security Agreement dated as of the date hereof by the Borrower and one or more of the Guarantors to the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit G , as supplemented from time to time by the execution and delivery of Security Joinder Agreements pursuant to Section 7.12 .

“ Security Instruments ” means, collectively or individually as the context may indicate, the Security Agreement (including the Security Joinder Agreements), the Pledge Agreement (including the Pledge Joinder Agreements and the Pledge Agreement Supplements), each Mortgage, each Title Policy and each other Mortgaged Property Support Document and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Borrower or any Restricted Subsidiary or other Person shall grant or convey to the Administrative Agent or the Lenders a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Loan Document, as any of them may be reinstated from time to time in accordance with the terms hereof and thereof.

“ Security Joinder Agreement ” means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 7.12 .

“ Segment ” means a portion of either Term Loan (or all thereof) with respect to which a particular interest rate is (or is proposed to be) applicable.

“ Senior Credit Facility ” means, collectively, the Term Loan Facilities and the Revolving Credit Facility.

“ Solvent ” means, when used with respect to any Person, that at the time of determination:

(a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including contingent obligations; and

(b) it is then able and expects to be able to pay its debts as they mature; and

“ SPC ” has the meaning specified in Section 11.06(h) .

“ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subordinated Notes ” means the 7 3 / 8 % senior subordinated notes due 2017 issued by the Borrower pursuant to the Subordinated Notes Indenture in an aggregate principal amount of $425,000,000 on or prior to the Closing Date, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified in accordance with Section 8.11 , and any registered exchange notes issued in exchange therefor.

“ Subordinated Notes Indenture ” means the Indenture, dated as of May 24, 2007, among the Borrower, the guarantors signatory thereto, and The Bank of New York, as trustee, as in effect on the Closing Date and, thereafter, as amended, supplemented, amended and restated or otherwise modified in accordance with Section 8.11 .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (but not a representative office of such Person) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more

intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower and shall include, without limitation, the Unrestricted Subsidiaries.

“ Subsidiary Securities ” means the Equity Interests issued by or in any Subsidiary, whether or not constituting a “security” under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line ” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.05 .

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.05 .

“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.05(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b) , which, if in writing, shall be substantially in the form of Exhibit B .

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

“ Syndication Agent ” means JPMorgan in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Lenders ” means, individually or collectively, the Term Loan A Lenders and the Term Loan B Lenders.

“ Term Loan A ” means the loans made pursuant to the Term Loan A Facility in accordance with Section 2.01 . The loans made pursuant to the Term Loan A Facility may only be denominated in Dollars.

“ Term Loan A Facility ” means the facility described in Section 2.01(a) providing for an advance of the Term Loan A to the Borrower by the Term Loan A Lenders in the original principal amount of $150,000,000, as adjusted from time to time pursuant to the terms of this Agreement.

“ Term Loan A Lender ” means each Lender that has a portion of the Term Loan A outstanding under the Term Loan A Facility.

“ Term Loan A Maturity Date ” means the earliest of (a) May 24, 2012, or (b) such earlier date upon which the Outstanding Amounts under the Term Loan Facility, including all accrued and unpaid interest, are required to be paid in full in accordance with the terms hereof.

“ Term Loan A Note ” means a promissory note made by the Borrower in favor of a Term Loan A Lender evidencing the portion of the Term Loan A made by such Term Loan A Lender, substantially in the form of Exhibit C-1 .

“ Term Loan B ” means the loans made pursuant to the Term Loan B Facility in accordance with Section 2.01 . The loans made pursuant to the Term Loan B Facility may only be denominated in Dollars.

“ Term Loan B Facility ” means the facility described in Section 2.01(b) providing for an advance of the Term Loan B to the Borrower by the Term Loan B Lenders in the original principal amount of $565,000,000, as adjusted from time to time pursuant to the terms of this Agreement.

“ Term Loan B Lender ” means each Lender that has a portion of the Term Loan B outstanding under the Term Loan B Facility.

“ Term Loan B Maturity Date ” means the earliest of (a) May 24, 2014, or (b) such earlier date upon which the Outstanding Amounts under the Term Loan Facility, including all accrued and unpaid interest, are required to be paid in full in accordance with the terms hereof.

“ Term Loan B Note ” means a promissory note made by the Borrower in favor of a Term Loan B Lender evidencing the portion of the Term Loan B made by such Term Loan B Lender, substantially in the form of Exhibit C-3 .

“ Term Loan Facilities ” means, individually or collectively, the Term Loan A Facility and the Term Loan B Facility.

“ Term Loan Interest Rate Selection Notice ” means the written notice delivered by a Responsible Officer of the Borrower in connection with the election of a subsequent Interest Period for any Eurocurrency Rate Segment or the conversion of any Eurocurrency Rate Segment into a Base Rate Segment or the conversion of any Base Rate Segment into a Eurocurrency Rate Segment, which, if in writing, shall be substantially in the form of Exhibit A-2 .

“ Term Loan Notes ” means, individually or collectively, the Term Loan A Notes and the Term Loan B Notes.

“ Term Loans ” means the Term Loan A and the Term Loan B.

“ Title Policy ” means an ALTA mortgagee title policy insuring the first lien priority of a Mortgage reflecting only such Liens as are permitted under Section 8.01(a) , (c) , (d) , (g) or (j) or which are otherwise acceptable to the Administrative Agent, together with all endorsements reasonably requested by the Administrative Agent.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C - BA Obligations.

“ Total Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C - BA Obligations.

“ Transactions ” means, individually or collectively as the context may indicate, (a) the Existing Subordinated Notes Tender, (b) the Existing Borrower Notes Tender, (c) the issuance of the Subordinated Notes, and (d) the entering by the Borrower of this Agreement and the funding of the Term Loan Facilities and Revolving Credit Facility, and the related amendment and restatement of the Existing Agreement.

“ Type ” means with respect to (a) a Revolving Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, and (b) a Segment, its character as a Base Rate Segment or a Eurocurrency Rate Segment.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, with respect to any financing statement or by reason of any mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Administrative Agent pursuant to any applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, the term “ UCC ” shall also include the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of this Agreement, each Loan Document and any financing statement relating to such perfection or effect of perfection or non-perfection.

“ Unfunded Pension Liability ” means (a) the excess of a Pension Plan’s (other than a Foreign Pension Plan’s) benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s (other than a Foreign Pension Plan’s) assets, determined in accordance with the assumptions used for funding the Pension Plan (other than a Foreign Pension Plan) pursuant to section 412 of the Code for the applicable plan year, and (b) with respect to each Foreign Pension Plan required to be funded under Foreign Benefit Law, the amount (if any) by which the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan exceeds the current value of the assets of such Foreign Pension Plan’s assets allocable to such benefits, all as determined in accordance with the applicable Foreign Benefit Law for the applicable plan year.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.04(c)(i) .

“ Unrestricted Subsidiaries ” means (i) each Subsidiary of the Borrower listed on Schedule 1.02(a) and (ii) any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 7.15 subsequent to the Closing Date.

“ Voting Securities ” means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“ Yen ” and “ ¥ ” mean the lawful currency of Japan.

1.03 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ”

shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), including any such amendments, supplements or modifications in connection with this Agreement of documents entered into in connection with the Existing Agreement, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.04 Accounting Terms . (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) All defined terms used in the calculation of the financial covenants set forth in Section 8.12 hereof shall be calculated on an historical pro forma basis giving effect (by inclusion or exclusion, as applicable), during any period of measurement that includes any Acquisition permitted by Section 8.13 or any Disposition permitted by Section 8.05(e) , to the actual historical results of the Person so acquired or disposed and which amounts shall include only adjustments as are permitted under Regulation S-X of the SEC or are otherwise reasonably satisfactory to the Administrative Agent.

(d) Any pro forma calculation of either financial covenant set forth in Section 8.12 made herein shall be made (i) as if all Indebtedness incurred or repaid at the time of such measurement had been incurred or repaid, as applicable, on the first day of the Four-Quarter Period most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or 7.01(b) (or, if prior to the first such date after the Closing Date, the Four-Quarter Period ended March 31, 2007) and (ii) pro forma for any other element of the relevant transaction that would affect the calculation of either such financial covenant.

(e) For the avoidance of doubt, the term “the Borrower and its Restricted Subsidiaries” as used in the defined terms used in the calculation of the financial covenants set forth in Section 8.12 hereof shall not include any consolidation of the assets, liabilities or results of operations of the Unrestricted Subsidiaries in the assets, liabilities or results of the Borrower or any Restricted Subsidiary.

(f) Consolidation of Variable Interest Entities . Except as expressly provided otherwise herein, all references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

1.05 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.06 Exchange Rates; Currency Equivalents . (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Revolving Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Revolving Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.07 Additional Alternative Currencies . (a) The Borrower may from time to time request that Eurocurrency Rate Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Rate Revolving Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of such Eurocurrency Rate Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency Rate Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Revolving Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07 , the Administrative Agent shall promptly so notify the Borrower.

1.08 Change of Currency . (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.09 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.10 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Term Loans.

(a) Term Loan A . Subject to the terms and conditions of this Agreement, each Term Loan A Lender severally agrees to make an advance of its Pro Rata Term A Share of the Term Loan A to the Borrower in Dollars on the Closing Date, and from the Closing Date to the Term Loan A Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan A outstanding hereunder from time to time shall bear interest and the Term Loan A shall be repayable as herein provided. No amount of the Term Loan A repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan A Facility shall be allowed after the initial such advance of the Term Loan A on the Closing Date. Segments of the Term Loan A may be Base Rate Segments or Eurocurrency Rate Segments at the Borrower’s election, as provided herein.

(b) Term Loan B . Subject to the terms and conditions of this Agreement, and subject to the provisions of Section 1.01 with respect to the continuation of outstanding amounts of the Term Loan under (and as defined in) the Existing Agreement, each Term Loan B Lender severally agrees to make an advance of, or continue from the Existing Agreement, its Pro Rata Term B Share of the Term Loan B to the Borrower in Dollars on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurocurrency Rate Segments at the Borrower’s election, as provided herein.

(c) Term Loans Generally . Not later than 1:00 P.M. New York time on the Closing Date, and subject to the provisions of Section 1.01 with respect to the continuation of outstanding amounts of the Term Loan under (and as defined in) the Existing Agreement as a portion of the Term Loan B Facility hereunder, each Term Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term A Share of the Term Loan A and/or (to the extent not already funded under the Existing Agreement and continued hereunder pursuant to Section 1.01 ) its Pro Rata Term B Share of the Term Loan B, as applicable, available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in Same Day Funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02 , be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loans may be Eurocurrency Rate Segments, Base Rate Segments, or both; provided that if the Borrower desires that any portion of the initial Borrowing of either Term Loan is advanced as a

Eurocurrency Rate Segment, the Administrative Agent shall make such Borrowing as a Eurocurrency Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

2.02 Revolving Loans . Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make, convert and continue Revolving Loans to the Borrower in Dollars or (after the effectiveness of the Fronting Structure Amendment) in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (iii) the aggregate Outstanding Amount of all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.02 , prepay under Section 2.06 , and reborrow under this Section 2.02 . Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

2.03 Borrowings, Conversions and Continuations of Committed Loans .

(a) Each Revolving Borrowing, each conversion of Revolving Loans or Segments of the Term Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies and (iii) on the requested date of any Borrowing of Base Rate Loans; provided , however , that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders or the Revolving

Lenders, as the case may be, of such request and determine whether the requested Interest Period is acceptable to all of them (it being understood that Interest Periods in a number of days sufficient to expire on our about July 31, 2007 shall be acceptable to the extent such Interest Periods are requested in connection with the conversion of the Revolving Loans (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) converted to Base Rate Loans on the Closing Date pursuant to Section 1.01(h) ). Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders or all the Revolving Lenders, as the case may be. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice (as to Revolving Borrowings) or Term Loan Interest Rate Selection Notice, appropriately completed and signed by a Responsible Officer of the Borrower (unless such Revolving Loan Notice is being delivered by a Swing Line Lender pursuant to Section 2.05(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant to Section 2.04(c)(i) ); provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Revolving Loan Notice and Term Loan Interest Rate Selection Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Borrowing (applicable to Revolving Loan Notices only), a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) in the case of a Revolving Borrowing, the currency of the Revolving Loans to be borrowed. Each written Revolving Loan Notice shall be substantially in the form of Exhibit A-1 attached hereto, and each written Term Loan Interest Rate Selection Notice shall be substantially in the form of Exhibit A-2 attached hereto. If the Borrower fails to specify a currency in a Revolving Loan Notice requesting a Revolving Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Revolving Loans in a Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation of Loans, then the applicable Loans shall, subject to the last sentence of this Section 2.03(a) , be made as, or continued as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Revolving Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or

continuation of Eurocurrency Rate Loans in any such Revolving Loan Notice or Term Loan Interest Rate Selection Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

(b) Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Revolving Share of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Revolving Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Revolving Borrowing, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds for the applicable currency at the Administrative Agent’s Office not later than 2:00 p.m. in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date the Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are Swing Line Loans or L/C - BA Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C - BA Borrowings, second , to the payment in full of any such Swing Line Loans, and third , to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Revolving Lenders, the Required Term Loan A Lenders or the Required Term Loan B Lenders, as applicable. During the existence of an Event of Default, the Required Revolving Lenders may demand that any or all of the then outstanding Eurocurrency Rate Revolving Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders

of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not at any time be more than (a) five Interest Periods in effect with respect to the Term Loan A, (b) ten Interest Periods in effect with respect to the Term Loan B, and (c) ten Interest Periods in effect with respect to the Revolving Credit Facility.

2.04 Letters of Credit and Bankers’ Acceptances .

(a) The Letter of Credit – BA Commitment .

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04 , (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit - BA Expiration Date or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or the Borrower and a Restricted Subsidiary, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drafts under the Letters of Credit; and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof, and (B) the Revolving Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Borrower or the Borrower and a Restricted Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C – BA Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit, if (A) as of the date of such L/C - BA Credit Extension, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C - BA Obligations would exceed the Letter of Credit - BA Sublimit, or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C – BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) subject to Section 2.04(b)(iii) , the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twenty-four months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit - BA Expiration Date, unless in each case the Required Revolving Lenders have approved such expiry date;

(B) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from date of issuance and in any event later than 60 days before the Letter of Credit - BA Expiration Date, unless the Required Revolving Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit, would occur after the Letter of Credit - BA Expiration Date, unless all the Revolving Lenders have approved such expiry date;

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or related bankers’ acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of the L/C Issuer, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable Law;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or is in an initial amount less than

$10,000; provided , that the Administrative Agent and L/C Issuer agree that up to 10 Letters of Credit may be issued and outstanding hereunder in amounts less than $10,000;

(D) a default of any Revolving Lender’s obligations to fund under Section 2.04(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s risk with respect to such Revolving Lender;

(E)