<PAGE>

                                                                   EXHIBIT 10.31

                                SECOND AMENDMENT

                  SECOND AMENDMENT, dated as of December 2, 2003 (this
"Amendment"), with respect to the Credit Agreement, dated as of November 22,
2002 (as amended by the Firs Amendment, dated as of August 7, 2003, and as may
be further amended from time to time, the "Credit Agreement"), among NATIONAL
WATERWORKS HOLDINGS, INC., a Delaware corporation ("Holdings"), NATIONAL
WATERWORKS, INC., a Delaware corporation (the "Borrower"), the several banks and
other financial institutions or entities from time to time parties to the Credit
Agreement (the "Lenders"). J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT
PARTNERS L.P., as co-syndication agents, GENERAL ELECTRIC CAPITAL CORPORATION
and ANTARES CAPITAL CORPORATION, as co-documentation agents, and UBS AG,
STAMFORD BRANCH, as administrative agent (the "Administrative Agent").

                                   WITNESSETH:

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower.

                  WHEREAS, the Borrower has requested that certain other
provisions of the Credit Agreement be modified in the manner provided for in
this Amendment.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises, the parties hereto hereby agree as follows:

                              SECTION I AMENDMENTS

         1.1.     Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have their defined meanings when used herein.

         1.2.     Amendments to Section 1.1.

                  (a) The definition of "Consolidated EBITDA" in Section 1.1 of
the Credit Agreement is hereby amended by (i) deleting the word "and" prior to
clause (h) thereof and (ii) adding the following new clause (i) immediately
after clause (h) thereof:

                  "and (i) any fees, expenses and other charges (including,
                  without limitation, any consent fees) associated with the
                  payment of the dividend permitted by Section 7.6(j)"-

                  (b) The definition of "Consolidated Interest Expense" in
Section 1.1 of the Credit Agreement is hereby amended by adding the following
sentence at the end of such definition:

                  "Notwithstanding the foregoing, Consolidated Interest Expense
                  shall not include (x) any fees, expenses and other charges
                  (including, without limitation, any consent fees) associated
                  with the payment of the dividend permitted by Section 7.6(j)
                  and (y) for purposes of calculating Consolidated Interest
                  Expense for each fiscal quarter ended on or after September
                  30, 2003, any fees, expenses and other charges (including,
                  without limitation, consent fees, amendment fees, prepayment
                  fees and fees paid to the Agents hereunder) associated with
                  Borrower incurring the Replacement Tranche B Term Loans and
                  prepaying the Tranche B Term Loans with the proceeds of the
                  Replacement Tranche B Term Loans."

<PAGE>

         1.3.     Amendment to Section 2.2. Section 2.2 of the Credit Agreement
is hereby amended by inserting the phrase "made pursuant to Section 2.1(a)A"
immediately after the words "Replacement Tranche B Term Loans" in each of the
last two sentences of such Section.

         1.4.     Amendment to Section 2.11. Paragraph (d) of Section 2.11 of
the Credit Agreement is hereby amended by adding the following new proviso at
the end of the first sentence of such Section:

                  "provided, however, that for the purpose of calculating Excess
                  Cash Flow for any fiscal year (x) during which a dividend
                  shall have been paid pursuant to Section 7.6(j) or (y) where a
                  dividend shall have been paid pursuant to Section 7.6(j)
                  following the end of such fiscal year but prior to the Excess
                  Cash Flow Application Date in the next succeeding fiscal year,
                  Consolidated Net Income for such fiscal year, in the case of
                  clause (x) and clause (y) above, shall be decreased by an
                  amount equal to (i) the amount of such dividend (to the extent
                  that such amount was not deducted from Consolidated Net Income
                  for the prior fiscal year pursuant to this proviso), less (ii)
                  the amount of any Indebtedness incurred to finance the payment
                  of such dividend (other than any Revolving Loans permitted by
                  such Section 7.6(j))."

         1.5.     Amendments to Section 7.6. Section 7.6 of the Credit Agreement
is hereby amended by (a) deleting the word "and" at the end of paragraph (h)
thereof, (b) deleting the period at the end of paragraph (i) thereof and (c)
adding the following new paragraph (j) immediately after paragraph (i):

                  "(j) so long as no Default or Event of Default shall have
                  occurred and be continuing or would result therefrom, the
                  Borrower may, at any time and from time to time, pay a
                  dividend, and Holdings may use the amount of any such dividend
                  for any purpose not otherwise prohibited by this Agreement, to
                  pay dividends or make other distributions on, or repurchase or
                  redeem, shares of its Qualified or Disqualified Capital Stock
                  or to make payments in respect of Indebtedness permitted to be
                  incurred by it under this Agreement, or for any combination of
                  the foregoing, provided that (i) on the date of the payment of
                  any such dividend by the Borrower, the Consolidated Senior
                  Leverage Ratio as of the last day of the most recently
                  completed fiscal quarter of the Borrower for which financial
                  statements are available, calculated on a pro forma basis to
                  include any net additional Indebtedness incurred or paid since
                  such last day (including any such Indebtedness incurred to
                  finance such payment), shall not exceed 2.75 to 1.0, (ii)
                  after giving effect to the payment of any such dividend by the
                  Borrower, the aggregate outstanding principal amount of
                  Revolving Loans shall not exceed $25,000,000, (iii) the
                  payment of any such dividend by the Borrower shall be
                  permitted by the Senior Subordinated Note Indenture, (iv) the
                  aggregate amount of dividends made by the Borrower pursuant to
                  this paragraph (j) shall not exceed $110,000,000, (v) the
                  aggregate amount of dividends made by the Borrower pursuant to
                  this paragraph (j) in any fiscal year shall not exceed (x)
                  $45,000,000 for the fiscal year ending December 31, 2003 and
                  (y) $40,000,000 for any fiscal year thereafter; provided that
                  any such amount referred to in this clause (v), if not paid as
                  a dividend in the fiscal year for which it is permitted, may
                  be carried over to increase the aggregate amount of dividends
                  permitted in any succeeding fiscal year, and (vi) prior to the
                  making of any such dividend by the Borrower, the
                  Administrative Agent shall have received a certificate from a
                  Responsible Officer stating that the making of such dividend
                  complies with the foregoing conditions and setting forth all
                  calculations necessary for determining such compliance
                  (including, without limitation, calculations necessary to
                  demonstrate compliance with Section 4.07 of the Senior
                  Subordinated Note Indenture)."

                                       2

<PAGE>

         1.6.     Amendment to Section 7.8. Paragraph (1) of Section 7.8 is
hereby amended in its entirety to read as follows:

                  "(l)(i) any repurchase of Indebtedness permitted by Section
                  7.9(a) and (ii) any repurchase of Capital Stock permitted by
                  Section 7.6."

         1.7.     Amendment to Section 7.9. The proviso in clause (a) of Section
7.9 is hereby amended by inserting the phrase "and any subordinated Indebtedness
incurred pursuant to Section 7.2(g)" immediately after the words "Senior
Subordinated Notes" therein.

         1.8.     Amendment to Section 7.10. Section 7.10 is hereby amended by
(a) deleting the phrase "except in the case of payments permitted by Section
7.6," in clause (c) thereof and (b) inserting the parenthetical "(other than any
transaction permitted by Section 7.6)" immediately after the phrase "Enter into
any transaction" in the first sentence thereof.

                            SECTION II MISCELLANEOUS

         2.1.     Conditions to Effectiveness of Amendment. Subject to the
provisions of Section 2.2 hereof, this Amendment shall become effective as of
the date first set forth above upon satisfaction of the following conditions
precedent (the effective date of this Amendment, the "Effective Date"):

         (a)      Loan Documents:

                  (i)      Amendment. The Administrative Agent shall have
                           received counterparts of this Amendment duly executed
                           and delivered, by the Borrower, the Administrative
                           Agent and the Required Lenders; and

                  (ii)     Reaffirmation of Guarantee and Collateral Agreement.
                           The Administrative Agent shall have received a
                           reaffirmation of the Guarantee and Collateral
                           Agreement (the "Reaffirmation"). executed and
                           delivered by an authorized officer of Holdings, the
                           Borrower and each Subsidiary Guarantor, the form of
                           which is attached hereto as Exhibit A.

         (b)      Payment of Fees and Expenses. The Administrative Agent shall
have received (i) an amendment fee, for the account of the Lenders that have
delivered an executed signature page to this Amendment to the Administrative
Agent or its counsel no later than 12:00 noon., New York City time, on November
26, 2003, in an amount equal to 0.25% of the aggregate amount (without
duplication) of the Commitments in effect and Loans outstanding of such Lenders
as of such date and (ii) payment for all other fees required to be paid, and all
expenses for which invoices have been presented (including the reasonable fees
and expenses of legal counsel), in connection with this Amendment or otherwise
required to be paid pursuant to Section 10.5 of the Credit Agreement.

         2.2.     Representations and Warranties. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (i)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization,

                                       3

<PAGE>

moratorium or similar laws affecting creditors' rights generally, by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and an implied covenant of good faith and fair dealing; (ii) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the date hereof
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date); and (iii) no Default or Event of Default shall have
occurred and be continuing as of the date hereof.

         2.3.     Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its Commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its Commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.

         2.4.     Continuing Effect; No Other Amendments. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect. This Amendment shall
not constitute an amendment of any other provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment or
consent to any further or future action on the part of the Borrower that would
require an amendment or consent of the Required Lenders or Lenders, as the case
may be, or the Administrative Agent. This Amendment shall constitute a Loan
Document.

         2.5.     Payment of Expenses. The Borrower agrees to pay and reimburse
the Administrative Agent for all of its out-of-pocket costs and reasonable
expenses incurred to date in connection with this Amendment and the other Loan
Documents, including, without limitation, the reasonable fees and disbursements
of legal counsel to the Administrative Agent.

         2.6.     GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

                                       4

<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly accepted and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                        NATIONAL WATERWORK, INC.

                                        By: /s/ Harry K. Hornish, Jr.
                                            -------------------------
                                            Name:
                                            Title:


                                        NATIONAL WATERWORKS HOLDINGS, INC.

                                        By: /s/ Harry K. Hornish, Jr.
                                            -------------------------
                                            Name:
                                            Title:


                                        UBS AG, STAMFORD BRANCH, as
                                        Administrative Agent and as a Lender

                                        By: /s/ ROBERT REUTER
                                            ------------------
                                            Name: ROBERT REUTER
                                            Title: EXECUTIVE DIRECTOR

                                        By: /s/ Lynda Feliciand
                                            --------------------
                                            Name:  Lynda Feliciand
                                            Title: Associate Director
                                                   LPRM



                                        JPMORGAN SECURITIES INC., as
                                        Co-Syndication Agent

                                        By: /s/ Thomas H. Kozlark
                                            -------------------------
                                            Name:  Thomas H. Kozlark
                                            TITLE: Vice President


                                        GOLDMAN SACHS CREDIT PARTNERS L.P., as
                                        Co-Syndication Agent and as a Lender

                                        By: /s/ ROBERT SCHATZMAN
                                            --------------------
                                            Name:  ROBERT SCHATZMAN
                                            Title: AUTHORIZED SIGNATORY
<PAGE>
                                        SEQUILS - PILGRIM I, LTD
                                        By: ING Investments, LLC
                                            as its investment manager

                                        By: /s/ Illegible
                                            -------------------
                                        Name:
                                        Title:


                                        ING PRIME RATE TRUST
                                        BY: AELTUS INVESTMENT MANAGEMENT, INC.
                                            AS ITS INVESTMENT MANAGER

                                        By: /s/ Illegible
                                            -------------------
                                        NAME:
                                        TITLE:


                                        ING SENIOR INCOME FUND
                                        BY: AELTUS INVESTMENT MANAGEMENT, INC.
                                            AS ITS INVESTMENT MANAGER

                                        BY: /s/ [ILLEGIBLE]
                                            -------------------
                                        NAME:
                                        TITLE:


                                            ATRIUM CDO

                                        By: /s/ DAVID H. LERNER
                                            ----------------------------
                                            Name:  DAVID H. LERNER
                                            Title: AUTHORIZED SIGNATORY


                                            CSAM FUNDING III

                                        By: /s/ DAVID H. LERNER
                                            ---------------------
                                            Name: DAVID H. LERNER
                                            Title: AUTHORIZED SIGNATORY


                                            CSAM Funding II

                                        By: /s/ DAVID H. LERNER
                                            ---------------------
                                            Name: DAVID H. LERNER
                                            Title: AUTHORIZED SIGNATORY
<PAGE>
                                            CSAM FUNDING I

                                        BY: /s/ DAVID H. LERNER
                                            ---------------------
                                            Name:  DAVID H. LERNER
                                            Title: AUTHORIZED SIGNATORY


                                            First Dominion Funding II

                                        By: /s/ DAVID H. LERNER
                                            ----------------------
                                            Name:  DAVID H. LERNER
                                            Title: AUTHORIZED SIGNATORY


                                            HARBOURVIEW CLO IV, LTD.

                                        BY: /s/ Bill Campbell
                                            -----------------
                                            Name:  Bill Campbell
                                            Title: Manager


                                            HARBOURVIEW CLO V, LTD.

                                        BY: /s/ Bill Campbell
                                            ----------------
                                            Name:  Bill Campbell
                                            Title: Manager


                                        Toronto Dominion (New York). Inc.
                                        (Name of Lender)

                                        By: /s/ Stacey L. Malek
                                            -------------------
                                            Name:  Stacey L. Malek
                                            Title: Vice President


                                        SEQUILS-Cumberland I, Ltd.
                                        By: Deerfield Capital Management LLC as
                                            Its Collateral Manager

                                        By: /s/ Dale Burrow
                                            ---------------
                                        Name:  Dale Burrow
                                        Title: Senior Vice President
<PAGE>
                                        ROSEMONT CLO, Ltd.
                                        By: Deerfield Capital Management LLC as
                                        its Collateral Manager

                                        By: /s/ Dale Burrow
                                            ----------------------
                                        Name:  Dale Burrow
                                        Title: Senior Vice President


                                        BRYN MAWR CLO, Ltd.
                                        By: Deerfield Capital Management LLC as
                                        its Collateral Manager

                                        By: /s/ Dale Burrow
                                            ---------------
                                        Name:  Dale Burrow
                                        Title: Senior Vice President


                                        FOREST CREEK CLO, Ltd.
                                        By: Deerfield Capital Management LLC as
                                        its Collateral Manager

                                        By: /s/ Dale Burrow
                                            ---------------
                                        Name:  Dale Burrow
                                        Title: Senior Vice President


                                        Hewett's Island CDO, Ltd.
                                        By: Cypress Tree Investment Management
                                            Company, Inc., as Portfolio Manager.

                                        By: /s/ Michelle L. Patterson
                                            --------------------------
                                            Name:  Michelle L. Patterson
                                            Title: Investment Analyst


                                        CLOSE INTERNATIONAL CUSTODY SERVICES
                                        LIMITED RE
                                        CYPRESSTREE INTERNATIONAL LOAN HOLDING
                                        COMPANY LIMITED
                                        BY: CypressTree Strategic Debt
                                        Management Co., Inc. as Investment
                                        Adviser

                                        By: /s/ Michelle L. Patterson
                                            -------------------------
                                        Name:  Michelle L. Patterson
                                        Title: Investment Analyst
<PAGE>
                                        T. ROWE PRICE ASSOCIATES, INC. as
                                        Collateral Manager for INNER HARBOR CBO
                                        2001-1 LTD.
                                        (NAME OF LENDER)

                                        By: /s/ Darrell N. Braman
                                            ---------------------
                                        Name:  Darrell N. Braman
                                        Title: Vice President


                                        THE TRAVELERS INSURANCE COMPANY

                                        By: /s/ JOHN A. WILLS
                                            -----------------
                                            Name:  JOHN A. WILLS
                                            Title: ASSISTANT INVESTMENT OFFICER


                                        CITIGROUP INVESTMENTS CORPORATE LOAN
                                        FUND INC.

                                        BY TRAVELERS ASSET MANAGEMENT
                                        INTERNATIONAL COMPANY, LLC

                                        By: /s/ JOHN A. WILLS
                                            -----------------
                                            Name:  JOHN A. WILLS
                                            Title: ASSISTANT INVESTMENT OFFICER


                                        COLUMBUS LOAN FUNDING LTD.

                                        BY TRAVELERS ASSET MANAGEMENT
                                        INTERNATIONAL COMPANY, LLC

                                        By: /s/ JOHN A. WILLS
                                            -----------------
                                            Name:  JOHN A. WILLS
                                            Title: ASSISTANT INVESTMENT OFFICER


                                        CITICORP INSURANCE AND INVESTMENT TRUST

                                        BY TRAVELERS ASSET MANAGEMENT
                                        INTERNATIONAL COMPANY, LLC

                                        By: /s/ JOHN A. WILLS
                                            -----------------
                                            Name:  JOHN A. WILLS
                                            Title: ASSISTANT INVESTMENT OFFICER
<PAGE>
                                            Morgan Stanley Prime Income Trust

                                        By: /s/ Elizabeth Bodisch
                                            ----------------------
                                            Name:  Elizabeth Bodisch
                                            Title: Authorized Signatory


                                          CHASE LINCOLN FIRST COMMERCIAL CORP
                                          (Name of Lender)

                                        By: /s/ THOMAS H. KOZLARK
                                           ---------------------
                                          Name:  THOMAS H. KOZLARK
                                          Title: VICE PRESIDENT


                                        SunAmerica Life Insurance Company
                                        BY: AIG Global Investment Corp., Its
                                        Investment Advisor

                                     By: /s/ W. Jeffrey Baxter
                                        ----------------------
                                        Name:  W. Jeffrey Baxter
                                        Title: Vice President

                                        Galaxy CLO 1999-1, Ltd.
                                        BY: AIG Global Investment Corp., As
                                        Collateral Manager

                                     By: /s/ W. Jeffrey Baxter
                                        ----------------------
                                        Name:   W. Jeffrey Baxter
                                        Title:  Vice President

                                            Venture CDO 2002, Limited
                                            By its investment advisor, MJX Asset
                                            Management, LLC

                                            By: /s/ Illegible
                                                -------------------------------
                                                Name:
                                                Title:


                                           VENTURE II CDO 2002, LIMITED
                                           BY ITS INVESTMENT ADVISOR, MJX ASSET
                                           MANAGEMENT, LLC

                                           By: /s/ Illegible
                                              ----------------------------------
                                              Name:
                                              Title:
<PAGE>
                                       Transamerica Business Capital Corporation
                                       (Name of Lender)

                                       By: /s/ Stephen K. Goetschius
                                           -------------------------------------
                                           Name: Stephen K. Goetschius
                                           Title: Senior Vice President


                                           Flagship CLO II
                                           by: Flagship Capital Management, Inc.

                                           By: /s/ Eric S. Meyer
                                               ---------------------------------
                                               Name: Eric S. Meyer
                                               Title: Director


                                     Longhorn CDO (Cayman) LTD
                                     By: Merrill Lynch Investment Managers, L.P.
                                         as Investment Advisor

                                     By: /s/ Anthony Heyman
                                         ---------------------------------------
                                         Anthony Heyman
                                         AUTHORIZED SIGNATORY

                                     LONGHORN CDO III, LTD.
                                     By: Merrill Lynch Investment Managers, L.P.
                                         As Investment Advisor,

                                     By: /s/ Anthony Heyman
                                         ---------------------------------------
                                         Anthony Heyman
                                         Authorized Signatory


                                       Tuscany CDO, Limited
                                       ----------------------------------------
                                       (Name of Lender)

                                     By: /s/ David C. Wagner
                                        ---------------------------------------
                                        PPM America, Inc., as Collateral Manager

                                     By:
                                        --------------------------------------
                                        Name: David C. Wagner
                                        Title: Managing Director
<PAGE>
                                              MUIRFIELD TRADING LLC

                                              By: /s/ Diana M. Himes
                                                 -------------------------------
                                                 Name: DIANA M. HIMES
                                                 Title: ASSISTANT VICE PRESIDENT


                                          OLYMPIC FUNDING TRUST, SERIES 1999-1

                                          By: /s/ Diana M. Himes
                                              ----------------------------------
                                              Name: DIANA M. HIMES
                                              Title: AUTHORIZED AGENT


                                              PPM SPYGLASS FUNDING TRUST

                                              By: /s/  Diana M. Himes
                                                 -------------------------------
                                                 Name: DIANA M. HIMES
                                                 Title: ATHORIZED AGENT


                                              PPM SHADOW CREEK FUNDING LLC

                                              By: /s/  Diana M. Himes
                                                 -------------------------------
                                                 Name: DIANA M. HIMES
                                                 Title: ASSISTANT VICE PRESIDENT


                                      Denali Capital LLC, managing member of
                                      DC Funding Partners, portfolio manager for
                                      DENALI CAPITAL CLO I, LTD., or an
                                      affiliate

                                      ------------------------------------------
                                      (Name of Lender)

                                  By: /s/ JOHN P. THACKER
                                      ------------------------------------------
                                      Name: JOHN P. THACKER
                                      Title: CHIEF CREDIT OFFICER


                                      Denali Capital LLC, managing member of
                                      DC Funding Partners, portfolio manager for
                                      DENALI CAPITAL CLO II, LTD., or an
                                      affiliate

                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ John P.Thacker
                                          --------------------------------------
                                          Name: JOHN P.THACKER
                                          Title: CHIEF CREDIT OFFICER
<PAGE>
                                      Denali Capital LLC, managing member of
                                      DC Funding Partners, portfolio manager for
                                      DENALI CAPITAL CLO III, LTD., or an
                                      affiliate
                                   ---------------------------------------------
                                   (Name of Lender)

                                   By: /s/ John P. Thacker
                                       -----------------------------------------
                                       Name JOHN P. THACKER
                                       Title: CHIEF CREDIT OFFICER


                                      GoldenTree Loan Opportunities I, Limited
                                      By: GoldenTree Asset Management, LP

                                   By: /s/ Eric Seeve
                                       -----------------------------------------
                                       Name: Eric Seeve
                                       Title: Research Analyst


                                      GoldenTree Loan Opportunities II, Limited
                                      By: GoldenTree Asset Management, LP

                                   By: /s/ Eric Seeve
                                      ------------------------------------------
                                      Name: Eric Seeve
                                      Title: Research Analyst


                                      ALLSTATE LIFE INSURANCE COMPANY
                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ Illegible
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      By: /s/ Illegible
                                         ---------------------------------------


                                       AIMCO CDO Series 2000-A
                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ Illegible
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      By: /s/ Illegible
                                         ---------------------------------------
<PAGE>
                                      AIMCO CLO SERIES 2001-A
                                      ------------------------------------------
                                       (Name of Lender)

                                      By: /s/ Illegible
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      By: /s/ Illegible
                                         ---------------------------------------


                                      Franklin CLO III, Limited

                                      FRANKLIN CLO IV, LIMITED



                                           FRANKLIN FLOATING RATE
                                              DAILY ACCESS FUND


                                      Franklin Floating Rate Master Series

                                      FRANKLIN FLOATING RATE TRUST


                                          --------------------------------------
                                          (Name of Lender)

                                     By: /s/ TYLER CHAN
                                         ---------------------------------------
                                         Name:  TYLER CHAN
                                         Title: ASST. VICE PRESIDENT







                                      MAINE CDO 2002, LTD.
                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ John G. Martin
                                          --------------------------------------
                                          NAME: JOHN G. MARTIN
                                          TITLE: MANAGING DIRECTOR


                                      Antares Capital Corporation

                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ John G. Martin
                                          --------------------------------------
                                          Name: JOHN G. MARTIN
                                          Title: MANAGING DIRECTOR


                                   The Governor & Company of the Bank of Ireland

                                   By: /s/ Carol Lawlor
                                       -----------------------------------------
                                       Name: Carol Lawlor
                                       Title: Authorised Signatory

                                   By: /s/ John Holt
                                       -----------------------------------------
                                       Name: John Holt
                                       Title: Anthorised Signatory
<PAGE>
                                        Lasalle Bank NA
                                      ------------------------------------------
                                        (Name of Lender)

                                      By: /s/ Lora Peloquin
                                          --------------------------------------
                                          Name: Lora Peloquin
                                          Title: First Vice President



                                      STANFIELD CARRERA CLO, LTD.
                                      BY: STANFIELD CAPITAL PARTNERS LLC
                                      AS ITS ASSET MANAGER

                                      By: /s/ Christopher A. Bondy
                                         ---------------------------------------
                                         Name: Christopher A. Bondy
                                         Title: Partner


                                      Stanfield Arbitrage CdO, Ltd.
                                      By: Stanfield Capital Partners LLC
                                      As Its Collateral Manager

                                      By: /s/Christopher A. Bondy
                                          --------------------------------------
                                          Name: Christopher A. Bondy
                                          Title: Partner


NATIONAL WATERWORKS, INC. CREDIT AGREEMENT

                                      VAN KAMPEN
                                      SENIOR INCOME TRUST
                                      By: Van Kampen Investment Advisory Corp.

                                      By: /s/ Darvin D. Pierce
                                          --------------------------------------
                                          Name: DARVIN D. PIERCE
                                          Title: EXECUTIVE DIRECTOR


                                  State Street Bank & Trust Co. as Trustee for
                                  GMAM Group Pension Trust I

                                  By: /s/ Russell Ricciardi
                                      ------------------------------------------
                                      Name: RUSSELL RICCIARDI
                                      Title: CSO
<PAGE>
                                 State Street Bank & Trust Co. as Trustee for
                                 General Motors Welfare Benefits Trust

                                 By: /s/ Russell Ricciardi
                                     -------------------------------------------
                                     Name: RUSSELL RICCIARDI
                                     Title: CSO


                                Fidelity Advisor Series II: Fidelity Advisor
                                Floating Rate High Income Fund

                                ------------------------------------------------
                                (Name of Lender)

                                By: /s/ Frank Knox
                                    --------------------------------------------
                                    Name: Frank Knox
                                    Title: ASST TREASURER


                                   GENERAL ELECTRIC CAPITAL CORPORATION
                                   ---------------------------------------------
                                   (Name of Lender)

                                   By: /s/  Daniel Ekizoou
                                       -----------------------------------------
                                       Name: DANIEL EKIZOOU
                                       Title: VICE PRESIDENT


                                  Dryden IV- Leveraged Loan CDO 2003,
                                  By Prudential Investment Management, As
                                  Collateral Manager,

                                  By: /s/ Robin S. Snyder
                                      ------------------------------------------
                                      Name: Robin S. Snyder
                                      Title: Vice President


                                 Dryden III Leveraged Loan CDO 2002,
                                 By Prudential Investment Management Inc., As
                                 Collateral Manager

                                 By: /s/ Robin S. Snyder
                                     -------------------------------------------
                                     Name: Robin S. Snyder
                                     Title: Vice President


                                      NATEXIS BANQUES POPULAIRES

                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ William J. Burke
                                          --------------------------------------
                                          Name: WILLIAM J. BURKE
                                          Title: VICE PRESIDENT

                                      By: /s/ MICHAEL J. STORMS
                                          --------------------------------------
                                          MICHAEL J. STORMS
                                          ASSOCIATE
<PAGE>
                                      Carlyle Loan Opportunity Fund
                                      ------------------------------------------
                                      (Name of Lender)

                                      By: /s/ Linda Pace
                                          --------------------------------------
                                          Name: LINDA PACE
                                          Title: PRINCIPAL


                                        CARLYLE HIGH YIELD PARTNERS, L.P.

                                        ____________________________________
                                        (Name of Lender)

                                    By: /s/ Linda Pace
                                        ------------------------------------
                                        Name: LINDA PACE
                                        Title: PRINCIPAL


                                        CARLYLE HIGH YIELD PARTNERS II, LTD.

                                        ___________________________________
                                        (Name of Lender)

                                    By: /s/ Linda Pace
                                        ------------------------------------
                                        Name: LINDA PACE
                                        Title: PRINCIPAL


                                        CARLYLE HIGH YIELD PARTNERS III, LTD.
                                        ____________________________________
                                        (Name of Lender)

                                    By: /s/ Linda Pace
                                        ------------------------------------
                                        Name: LINDA PACE
                                        Title: PRINCIPAL


                                        CARLYLE HIGH YIELD PARTNERS IV, LTD.

                                        ____________________________________
                                        (Name of Lender)

                                    By: /s/ Linda Pace
                                        ------------------------------------
                                       Name: LINDA PACE
                                       Title: PRINCIPAL


                                        ________________________________________
                                        CREDIT LYONNAIS NEW YORK BRANCH

                                    By: /s/ Alex Averbukh
                                        ----------------------------------------
                                        Name: Alex Averbukh
                                        Title: Vice President
<PAGE>
                                        SENIOR DEBT PORTFOLIO
                                        BY: Boston Management and Research
                                            as Investment Advisor

                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                        EATON VANCE SENIOR INCOME TRUST
                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                        EATON VANCE INSTITUTIONAL
                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR
                                        ________________________________________
                                         (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                        OXFORD STRATEGIC INCOME FUND
                                         BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                         EATON VANCE CDO II, LTD.
                                        BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President
<PAGE>
                                          EATON VANCE CDO III, LTD.
                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR
                                        _______________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                         EATON VANCE CDO IV, LTD.
                                        BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                         EATON VANCE CDO V, LTD.
                                        BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                         EATON VANCE CDO VI, LTD.
                                        BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                                    GRAYSON & CO
                                        BY: BOSTON MANAGEMENT AND RESEARCH
                                                AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        -------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President
<PAGE>
                                        EATON VANCE
                                        LIMITED DURATION INCOME FUND
                                        BY: EATON VANCE MANAGEMENT
                                        AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        -------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                        TOLLI & CO.
                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR
                                        ________________________________________
                                        (Name of Lender)

                                    By: /s/ Scott H. Page
                                        ----------------------------------------
                                        Name: Scott H. Page
                                        Title: Vice President


                                     OAK HILL CREDIT PARTNERS I, LIMITED, Lender

                                     By: Oak Hill CLO Management I, LLC
                                     As Investment Manager

                                     By /s/ Scott  D. Krase
                                        ---------------------------------------
                                        Name: Scott  D. Krase
                                        Title: Authorized Signatory

                                     OAK HILL CREDIT PARTNERS II, LIMITED,
                                     Lender

                                     By: Oak Hill CLO Management II, LLC
                                     As Investment Manager

                                     By /s/ Scott  D. Krase
                                        ---------------------------------------
                                        Name: Scott  D. Krase
                                        Title: Authorized Signatory

                                     DOLPHIN INVESTMENT CO., LIMITED, Lender

                                     By: Oak Hill CLO Management III, LLC
                                     As Investment Manager

                                     By /s/ Scott  D. Krase
                                        ---------------------------------------
                                        Name: Scott  D. Krase
                                        Title: Authorized Signatory


                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                    BY: /s/ Joseph Badim
                                        --------------------------------
                                        Name: Joseph Badim
                                        Title: Duly Authorized Signatory

<PAGE>

                                    EXHIBIT A

                            REAFFIRMATION AGREEMENT

                                December__, 2003

         Reference is made to the Credit Agreement, dated as of November 22,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among NATIONAL WATERWORKS HOLDINGS, INC., a Delaware
corporation ("Holdings"), NATIONAL WATERWORKS, INC., a Delaware corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN
SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as co-syndication
agents, GENERAL ELECTRIC CAPITAL CORPORATION and ANTARES CAPITAL CORPORATION, as
co-documentation agents, and UBS AG, STAMFORD BRANCH, as administrative agent
(the "Administrative Agent").

         Holdings, as the only guarantor under the Guarantee and Collateral
Agreement, dated as of November 22, 2002, made by the undersigned corporations
in favor of the Administrative Agent, for the benefit of the Lenders (the
"Guarantee and Collateral Agreement"), hereby (a) consents to the transactions
contemplated by the Second Amendment, dated as of December_, 2003, to the Credit
Agreement (the "Amendment"), made by the Borrower, each Lender party thereto,
the Administrative Agent and each Co-Syndication Agent, and (b) acknowledges and
agrees that the guarantees (and grants of collateral security therefor)
contained in such Guarantee and Collateral Agreement are, and shall remain, in
full force and effect after giving effect to the Amendment. The Borrower, as
grantor and pledgor under the Guarantee and Collateral Agreement, hereby
acknowledges and agrees that its grant of collateral security contained in the
Guarantee and Collateral Agreement remains in full force and effect after giving
effect to the Amendment.

                                        NATIONAL WATERWORKS, INC.

                                        By:____________________________________
                                           Name:
                                           Title:

                                        NATIONAL WATERWORKS HOLDINGS, INC.

                                        By:____________________________________
                                           Name:
                                           Title: