UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2006

MUELLER WATER PRODUCTS, INC.

( Exact name of Registrant as Specified in Charter)

Delaware				20-3547095
(State or other Jurisdiction of				(I.R.S. Employer
Incorporation or Organization)				Identification Number)

4211 W. Boy Scout Blvd.

Tampa, FL 33607

(Address of principal executive offices)

Registrant’s telephone number, including area code (813) 871-4811

Mueller Water Products, LLC

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

This Form 8-K is being filed by Mueller Water Products, Inc., a Delaware corporation (“Mueller”), formerly known as Mueller Holding Company, Inc. (“Holdco”), as the initial report of Mueller to the Securities and Exchange Commission and as notice that Mueller is the “successor issuer” to Mueller Water Products, LLC, a Delaware limited liability company (“Mueller LLC”), pursuant to Rule 15d-5 promulgated under the Securities and Exchange Act of 1934, as amended.

On January 31, 2006, Holdco, Mueller LLC and Mueller Water Products Co-Issuer, Inc., a Delaware corporation (“Co-Issuer”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Immediately prior to the time of the Merger (as defined below), Holdco, which was formed on September 22, 2005 for the principal purpose of holding the limited liability company interests of Mueller LLC, was the sole member of Mueller LLC, and Mueller LLC was the sole stockholder of Co-Issuer, which was formed on September 22, 2005 for the principal purpose of being the corporate co-issuer of Mueller LLC’s 14¾% Senior Discount Notes due 2014 (the “Notes”) issued pursuant to an indenture, dated as of April 29, 2004 (the “Indenture”), between Mueller LLC (formerly Mueller Holdings (N.A.), Inc.) and Law Debenture Trust Company of New York, as trustee (the “Trustee”), as amended by a supplemental indenture, dated as of October 3, 2005, between Mueller LLC, Co-Issuer and the Trustee.

On February 2, 2006, pursuant to the terms of the Merger Agreement, and in accordance with Section 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act, Mueller LLC and Co-Issuer merged (the “Merger”) with and into Holdco, with Holdco (which changed its name to Mueller Water Products, Inc., as described below) being the surviving corporation in the Merger. The certificate of incorporation and bylaws of Holdco are the certificate of incorporation (the “Charter”) and the bylaws (the “Bylaws”) of Mueller, except that they were amended to provide for the change in name to “Mueller Water Products, Inc.” as set forth in the certificate of merger (the “Merger Certificate”) filed to effect the Merger. In the Merger, each limited liability company interest of Mueller LLC and each share of common stock of Co-Issuer outstanding immediately prior to the Merger was cancelled and retired and ceased to exist, and each share of common stock of Holdco remained unchanged and continued to remain outstanding after the Merger. In addition, upon consummation of the Merger, the members of the board of managers of Mueller LLC became the directors of Mueller, and the officers of Mueller LLC became the officers of Mueller except that Gregory E. Hyland became the Chairman of the Board of Directors, President and Chief Executive Officer of Mueller.

The descriptions of the Merger Agreement, the Charter, the Merger Certificate and the Bylaws are qualified in their entirety by the copies thereof which are filed as Exhibits 2.1, 3.1.1, 3.1.2 and 3.2, respectively, hereto and are incorporated herein by reference.

Immediately prior to the consummation of the Merger, and as required by the Indenture, on February 2, 2006, Holdco, Mueller LLC, Co-Issuer and the Trustee entered into a second supplemental indenture (the “Second Supplemental Indenture”) pursuant to which Holdco (now Mueller) assumed all the obligations of Mueller LLC and Co-Issuer under the Indenture, the Notes and the Registration Rights Agreement (as defined in the Indenture).

The description of the Second Supplemental Indenture is qualified in its entirety by the copy thereof which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01.			Exhibits

(d) Exhibits .

Exhibit No.			Exhibit Description

2.1			Agreement and Plan of Merger, dated as of January 31, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc.

3.1.1			Certificate of Incorporation of Mueller Water Products, Inc. (formerly Mueller Holding Company, Inc.).

3.1.2			Certificate of Merger, dated February 2, 2006, of Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc. with and into Mueller Holding Company, Inc.

3.2			Restated Bylaws of Mueller Water Products, Inc. (formerly Mueller Holding Company, Inc.)

10.1			Second Supplemental Indenture, dated as of February 2, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC, Mueller Water Products Co-Issuer, Inc. and Law Debenture Trust Company of New York.

Signature

Pursuant to the requirements of the Securities Exchange Act of l934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		MUELLER WATER PRODUCTS, INC.
		(Registrant)

Date: February 2, 2006	By:	/s/ Victor P. Patrick
		Name:	Victor P. Patrick
		Title:	Vice President

Exhibit Index

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 31, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc.

3.1.1		Certificate of Incorporation of Mueller Water Products, Inc. (formerly Mueller Holding Company, Inc.).

3.1.2		Certificate of Merger, dated February 2, 2006, of Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc. with and into Mueller Holding Company, Inc.

3.2		Restated Bylaws of Mueller Water Products, Inc. (formerly Mueller Holding Company, Inc.).

10.1		Second Supplemental Indenture, dated as of February 2, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC, Mueller Water Products Co-Issuer, Inc. and Law Debenture Trust Company of New York.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “ Agreement ”) is entered into by and among Mueller Holding Company, Inc., a Delaware corporation (“ Holdco ”), Mueller Water Products, LLC, a Delaware limited liability company (“ MWP LLC ”), and Mueller Water Products Co-Issuer, Inc., a Delaware corporation (“ MWP Co-Issuer ” and together with MWP LLC, the “ Merging Entities ”), as of January 31, 2006. In consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:

WHEREAS, Holdco is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on September 22, 2005, and whose sole stockholder is Walter Industries, Inc.;

WHEREAS, MWP LLC is a limited liability company duly formed and existing under the laws of the State of Delaware, having been formed on October 3, 2005 upon conversion of a Delaware corporation incorporated on June 10, 1999, and whose sole member is Holdco;

WHEREAS, MWP Co-Issuer is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on September 22, 2005, and whose sole stockholder is MWP LLC; and

WHEREAS, each of the board of managers of MWP LLC, the board of directors of MWP Co-Issuer and the board of directors of Holdco deems it desirable, upon the terms and subject to the conditions herein stated, that the Merging Entities be merged with and into Holdco;

NOW, THEREFORE, it is agreed as follows:

1. The Merger

1.1 Surviving Corporation . Upon the filing of the Certificate of Merger or at such other effective time set forth therein (the “ Effective Time ”), in substantially the form attached hereto as Exhibit 1, with the Secretary of State of the State of Delaware:

(a) the Merging Entities shall be merged (the “ Merger ”) with and into Holdco in accordance with Sections 251 and 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act;

(b) Holdco shall be the surviving corporation of the Merger (the “ Surviving Corporation ”); and

(c) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

1.2 Certificate of Incorporation and Bylaws . From and after the Effective Time until thereafter amended, the certificate of incorporation and the bylaws of Holdco in effect immediately prior to the Effective Time shall be the certificate of incorporation and the bylaws of the Surviving Corporation, except that the certificate of incorporation of Holdco shall be

amended in the Merger to provide that the Surviving Corporation’s name shall be “Mueller Water Products, Inc.”

1.3 Directors and Officers . To the extent that an individual listed on Exhibit 2 hereto is a director or officer of MWP LLC immediately prior to the Effective Time, such individual shall be a director or officer (or both) (whether or not he or she held such title or position before the Merger) of the Surviving Corporation as designated on Exhibit 2 hereto from and after the Effective Time, until his successor is duly elected and qualified or his earlier resignation or removal.

1.4 Share Cancellation . At the Effective Time, each limited liability company interest of MWP LLC and each share of common stock of MWP Co-Issuer outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any additional action on the part of the holders thereof or the Merging Entities, be cancelled and retired and shall cease to exist, and no consideration shall be issued in respect thereof. Each share of common stock of Holdco shall, by virtue of the Merger and without any additional action on the part of the holders thereof or Holdco, remain unchanged and continue to remain outstanding as one share of common stock of the Surviving Corporation unaffected and unimpaired by the Merger.

2. General

2.1 Condition to the Merger . This Agreement and the Merger must be duly adopted by the stockholders or members, as the case may be, of Holdco and the Merging Entities prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

2.2 Termination . Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned at any time before the Effective Time, whether before or after adoption and approval of this Agreement by the stockholders or members, as the case may be, of Holdco and/or the Merging Entities, by the board of directors or the board of managers, as applicable, of any of the parties hereto. In the event of such termination and abandonment, this Agreement shall forthwith become void and none of the parties nor their respective officers, directors, stockholders, managers or members shall have any liability hereunder.

2.3 Amendment . Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be amended, to the fullest extent permitted by law, at any time before the Effective Time, whether before or after adoption and approval of this Agreement by the stockholders or members, as the case may be, of Holdco and/or the Merging Entities, by an agreement in writing duly approved by the board of directors and the board of managers, as applicable, of each of the parties hereto.

2.4 No Third Party Beneficiaries . Any representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and they shall not be construed as conferring and are not intended to confer any rights on any other persons.

2.5 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the

other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof in any other jurisdiction.

2.6 Governing Law . This Agreement will be governed by and construed in accordance with the law of the State of Delaware.

2.7 Counterparts . This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.

2.8 Interpretation . Article titles and headings to sections are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. As used herein, “hereof”, “herein”, “hereunder” and comparable terms refer to the entirety of this Agreement and not to any particular article, section or other subdivision hereof; references to any gender include references to other genders and references to the singular include references to the plural and vice versa; references to this Agreement or other documents are as amended or supplemented from time to time; and references to “Article”, “Section” or another subdivision are to an article, section or subdivision of this Agreement.

[Rest of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.

	MUELLER HOLDING COMPANY, INC.


	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President, Secretary and Treasurer


	MUELLER WATER PRODUCTS, LLC


	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President and Secretary


	MUELLER WATER PRODUCTS CO-ISSUER, INC.


	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President, Secretary and Treasurer

Exhibit 3.1.1

CERTIFICATE OF INCORPORATION

MUELLER HOLDING COMPANY, INC.

September 22, 2005

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies that:

1. The name of the Corporation is Mueller Holding Company, Inc.

2. The registered office and registered agent of the Corporation is Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of common stock, par value $.01 each.

5. The name and address of the incorporator is Benjamin Langille, 425 Lexington Avenue, New York, New York 10017.

6. The Corporation is to have perpetual existence.

7. The board of directors of the Corporation, acting by majority vote, may alter, amend or repeal the Bylaws of the Corporation.

8. Except as otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article Eight by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

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IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation as of the date first written above.

	/s/ Benjamin Langille
	Benjamin Langille
	Sole Incorporator

Exhibit 3.1.2

CERTIFICATE OF MERGER OF
MUELLER WATER PRODUCTS, LLC
AND
MUELLER WATER PRODUCTS CO-ISSUER, INC.
WITH AND INTO
MUELLER HOLDING COMPANY, INC.

(Pursuant to Section 264 of the Delaware General Corporation Law and Section 18-209
of the Delaware Limited Liability Company Act)

The undersigned corporation does hereby certify:

FIRST: The name and state of incorporation or formation of each of the constituent entities in the merger are as follows:

Name		State of Incorporation or Formation
Mueller Holding Company, Inc.		Delaware
Mueller Water Products, LLC		Delaware
Mueller Water Products Co-Issuer, Inc.		Delaware

SECOND: The Agreement and Plan of Merger (the “ Agreement ”) entered into among each of the constituent entities has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 264 (and, with respect to each corporation, in the manner provided in Sections 251 and 228) of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act.

THIRD: The name of the surviving corporation is Mueller Holding Company, Inc. , and the name of the surviving corporation shall be amended in the merger to be “Mueller Water Products, Inc.”

FOURTH: Until hereafter amended or modified as provided therein or by applicable law, the certificate of incorporation of Mueller Holding Company, Inc. as in effect immediately prior to the effectiveness of this certificate of merger shall continue to be the certificate of incorporation of the surviving corporation, except that Article 1 thereof shall be amended in the merger to read in its entirety as follows:

“1. The name of the Corporation is Mueller Water Products, Inc.”

FIFTH: The Agreement is on file at 500 West Eldorado Street, Decatur, Illinois 62522, the principal place of business of the surviving corporation.

SIXTH: A copy of the Agreement will be furnished by the surviving corporation on request, without cost, to any stockholder or member of any constituent entity.

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IN WITNESS WHEREOF , said corporation has caused this certificate to be signed by an authorized officer, this 2nd day of February, 2006.

MUELLER HOLDING COMPANY, INC.


By:	/s/ Victor P. Patrick
	Name:	Victor P. Patrick
	Title:	Vice President, Secretary and Treasurer

Exhibit 3.2

RESTATED BYLAWS OF MUELLER WATER PRODUCTS, INC.

(As of February 2, 2006)

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting and Notice . Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings . Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.

Section 3. Notice . Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum . At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting . Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors . The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The first Board of Directors shall consist of two Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum,

or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2. Meetings . Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by the Board of Directors. Telegraphic, facsimile or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than two hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum . One-third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these Bylaws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4. Committees of Directors . The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

To the fullest extent permitted by the General Corporation Law of the State of Delaware, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE V

GENERAL PROVISIONS

Section 1. Notices . Whenever any statute, the Certificate of Incorporation or these Bylaws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by facsimile or telegram.

Section 2. Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Exhibit 10.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “ Second Supplemental Indenture ”), dated as of February 2, 2006, is entered into by and among Mueller Holding Company, Inc., a Delaware corporation (the “ Successor ”), Mueller Water Products, LLC, a Delaware limited liability company (the “ Company ”), Mueller Water Products Co-Issuer, Inc., a Delaware corporation (the “ Co-Issuer ”), and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company and the Co-Issuer have heretofore executed and delivered to the Trustee an indenture, dated as of April 29, 2004, as amended by the Supplemental Indenture, dated as of October 3, 2005 (as amended, the “ Indenture ”; capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance of 14¾% Senior Discount Notes due 2014 (the “ Notes ”);

WHEREAS, the Successor, the Company and the Co-Issuer have entered into an Agreement and Plan of Merger, dated as of January 31, 2006 (the “ Merger Agreement ”), which contemplates the execution and filing of a Certificate of Merger (the “ Certificate of Merger ”) providing for the merger of the Company and the Co-Issuer with and into the Successor (the “ Merger ”), with the Successor continuing its corporate existence under Delaware law;

WHEREAS, pursuant to the Merger, the name of the Successor shall be changed to “Mueller Water Products, Inc.”;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that the Company shall not merge with or into another Person unless, among other things, the Person surviving the merger assumes all the obligations of the Company and the Co-Issuer under the Notes, the Indenture and the Registration Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that, without the consent of any Holder of Notes, the Company, the Co-Issuer and the Trustee may enter into a supplemental indenture authorized or permitted by the terms of the Indenture to provide for the assumption of the Company’s and the Co-Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Section 5.01 of the Indenture;

WHEREAS, the execution and delivery of this Second Supplemental Indenture have been authorized by resolutions of the Board of Managers of the Company and the Board of Directors of the Company and the Successor; and

WHEREAS, all conditions precedent and requirements necessary to make this Second Supplemental Indenture a valid and legally binding instrument in accordance with its

terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, for and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed as follows:

1. REPRESENTATIONS AND WARRANTIES.

Each of the Company, the Co-Issuer and Successor represents and warrants to the Trustee as follows:

1.1. With respect to the Company only, it is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. With respect to the Co-Issuer and the Successor only, it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

1.2. The execution, delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the “ Effective Time ”), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law.

1.4. At the Effective Time, the name of the Successor will be “Mueller Water Products, Inc.”

2. ASSUMPTION AND AGREEMENTS.

2.1. The Successor hereby assumes all the obligations of the Company and the Co-Issuer under the Notes, the Indenture and the Registration Rights Agreement.

2.2. The Notes may, but shall not be required to, bear a notation concerning the assumption of the Indenture and the Notes by the Successor.

2.3. The Successor shall succeed to, and be substituted for (so that from and after the date of the Merger, the provisions of the Indenture referring to the “Company” shall refer instead to the Successor and not the Company), and may exercise every right and power of the Company and the Co-Issuer under the Indenture with the same effect as if the Successor had been named as the Company or the Co-Issuer in the Indenture.

3. AMENDMENTS.

3.1. Each reference in the Indenture to “Mueller Holdings (N.A.), Inc.” is hereby amended to be a reference to “Mueller Water Products, Inc.”

3.2. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument.

4. MISCELLANEOUS.

4.1. The Trustee accepts the modification of the Indenture effected by this Second Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company, the Co-Issuer and Successor. The Trustee makes no representation and shall have no responsibility as to the validity and sufficiency of this Second Supplemental Indenture.

4.2. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision included in this Second Supplemental Indenture or in the Indenture, in either case that is required to be included in this Second Supplemental Indenture or in the Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

4.3. Nothing in this Second Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Second Supplemental Indenture.

4.4. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

4.5. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

4.6. This Second Supplemental Indenture shall become effective only upon and as of the Effective Time.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date above first written.

	MUELLER HOLDING COMPANY, INC.

	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President, Secretary and Treasurer


	MUELLER WATER PRODUCTS, LLC

	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President and Secretary


	MUELLER WATER PRODUCTS
	CO-ISSUER, INC.

	By:	/s/ Victor P. Patrick
		Name: Victor P. Patrick
		Title: Vice President, Secretary and Treasurer


	LAW DEBENTURE TRUST COMPANY OF NEW YORK

	By:	/s/ Patrick J. Healy
		Name: Patrick J. Healy
		Title: Vice President