**Exhibit 10.7.2**

 
| **CREDIT** |                    | First Boston                              | CSFB PRIVATE EQUITY, INC. |   |
|------------|-------------------------|-------------------------------------------|---------------------------|--------|
| **SUISSE** | ** **              | Private Equity                            |                      |   |
|       | Eleven Madison Avenue   | Tel    1 212 325 2000 |
|       | New York, NY 10110-3629 | www.csfb.com                              |
|       |                    |                                      |
|       |                    |                                      |
|       | September 23, 2004 |                                      |

 

 

Mueller Holdings (N.A.), Inc.

Mueller Group, Inc.

500 West Eldorado Street

Decatur, IL 62522-1808

Attention: Darrell Jean

 

Ladies and Gentlemen:

 

Reference is hereby made tothat certain letter agreement dated July 23, 1999 (as amended heretofore,the “**Letter Agreement**”) between DLJ MerchantBanking II, Inc., as successor in interest to Donaldson, Lufkin &Jenrette Securities Corporation, (“**DLJMB**”) andeach of you (collectively, the “**Company**”)pursuant to which the Company pays certain fees to DLJMB for financial advisoryservices.

 

Please acknowledge below ouragreement that the Engagement Period (as defined in the Letter Agreement) ishereby extended until the earlier of (i) August 15, 2009 and (ii) thedate that the DLJ Merchant Banking Funds no longer own in aggregate more than50% of the equity of the Company or any successor thereto (whether by merger,consolidation, securities purchase or otherwise).  Such extension shall apply to each otherprovision of the Letter Agreement except for the Company’s obligation to engageCredit Suisse First Boston, LLC, as the Company’s exclusive financial advisor,placement agent, initial purchaser, managing underwriter or dealer manager withrespect to any Transaction (as defined in the Letter Agreement), whichprovision shall expire in accordance with the terms of the initial LetterAgreement in August 2004.  TheCompany shall therefore have the right to select such institution as theCompany deems appropriate to act in connection with any Transaction.

 
|   | DLJ Merchant Banking II, Inc. |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                |   | /s/ | Michael Isikow |   |
|   |                               |  Name: | Michael Isikow |
|   |                               |  Title: | Director |

 

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| Acknowledged by:                   |
|------------------------------------|
|                               |   |
| Mueller Holdings (N.A.), Inc. |
|                               |
|                               |
| By:                                | /s/ | Walter A. Smith |   |
|                               | Name:   Walter A. Smith |
|                               | Title: | Treasurer |
|                               |
| Mueller Group, Inc.           |
|                               |
|                               |
| By:                                | /s/ | Walter A. Smith |   |
|                               | Name: | Walter A. Smith |
|                               | Title: | Treasurer |
|                                    |  |  |  |  |  |  |  |

 

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