Exhibit 10.11.3


AMENDMENT NO. 3 TO CREDIT AGREEMENT 


This Amendment No.
3 to Credit Agreement (this “Agreement”) dated as of September 14th, 2006, is made by
and among WALTER INDUSTRIES, INC., a Delaware corporation (the “Borrower”), BANK OF
AMERICA, N.A., a national banking association organized and existing under the
laws of the United States (“Bank of America”), in its capacity as administrative
agent for the Lenders (as defined in the Credit Agreement (as defined below))
(in such capacity, the “Administrative
Agent”), and each of the Lenders signatory hereto, and each of
the Guarantors (as defined in the Credit Agreement) signatory hereto.


W
I T N E S S E T H:


WHEREAS,
the Borrower, the Administrative Agent and the Lenders have entered into that
certain Credit Agreement dated as of October 3, 2005 (as amended by Amendment
No. 1 to Credit Agreement dated as of January 24, 2006, as further amended by
Amendment No. 2 to Credit Agreement and Waiver dated as of February 14, 2006, as
hereby amended and as from time to time hereafter further amended, modified,
supplemented, restated, or amended and restated, the “Credit Agreement”;
the capitalized terms used in this Agreement not otherwise defined herein shall
have the respective meanings given thereto in the Credit Agreement), pursuant
to which the Lenders have made available to the Borrower a term loan facility
and a revolving credit facility, including a letter of credit facility and a
swing line facility; and


WHEREAS,
each of the Guarantors has entered into a Guaranty pursuant to which it has
guaranteed certain or all of the obligations of the Borrower under the Credit
Agreement and the other Loan Documents; and


WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders agree
to amend certain terms of the Credit Agreement, which the Administrative Agent
and the Lenders party hereto are willing to do on the terms and conditions
contained in this Agreement; and


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


1.             Amendments
to Credit Agreement.  Subject to the
terms and conditions set forth herein, the Credit Agreement is hereby amended
as follows:


(a)           Section
8.02(p) is hereby amended by deleting the reference to “$20,000,000”
contained therein and replacing it with “$27,000,000” in lieu thereof.


(b)           Section
8.12(d) is hereby amended by deleting the proviso following the table in
such section and replacing it with the following in lieu thereof:


“provided, however, that so long as no Default has
occurred and is













continuing or would result
from such expenditure, (i) up to $15,000,000 of any amount set forth above
other than the amount for 2006, if not expended in the fiscal year for which it
is permitted above, may be carried over for expenditure in the next following
fiscal year and (ii) up to $25,000,000 of the amount available but not used in
2006 may be carried over for expenditure in 2007.”


2.             Effectiveness; Conditions Precedent.  The effectiveness of this Agreement and the
amendments to the Credit Agreement provided in Paragraph 1 hereof are
subject to the satisfaction of each the following conditions precedent:


(a)           The Administrative Agent shall have
received each of the following documents or instruments in form and substance
reasonably acceptable to the Administrative Agent:


(i)            counterparts of this Agreement, duly
executed by the Borrower, the Administrative Agent, each Guarantor and the
Required Lenders, which counterparts may be delivered by telefacsimile or other
electronic means, but such delivery will be promptly followed by the delivery
of four (4) original signature pages by each Person party hereto unless waived
by the Administrative Agent; and


(ii)           such other assurances, certificates,
documents, consents or opinions as the Administrative Agent reasonably may
require.


(b)           All fees and expenses payable to the
Administrative Agent and the Lenders (including the reasonable fees and
expenses of counsel to the Administrative Agent) shall have been paid in full
(without prejudice to final settling of accounts for such fees and expenses).


3.             Consent of the Guarantors.  Each Guarantor hereby consents, acknowledges
and agrees to the amendments and other matters set forth herein and hereby
confirms and ratifies in all respects the Guaranty to which such Guarantor is a
party  (including without limitation the
continuation of such Guarantor’s payment and performance obligations thereunder
upon and after the
effectiveness of this Agreement and the amendments contemplated hereby)
and the enforceability of such Guaranty against such Guarantor in accordance
with its terms.


4.             Representations and Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Agreement, the Borrower represents and
warrants to the Administrative Agent and the Lenders as follows:


(a)           The
representations and warranties made by the Borrower  in Article VI of the Credit Agreement and in each of
the other Loan Documents to which it is a party are true and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date;


(b)           The
Persons appearing as Guarantors on the signature pages to this Agreement
constitute all Persons who are required to be Guarantors pursuant to the terms
of the Credit Agreement and the other Loan Documents, including without
limitation all













Persons who became Subsidiaries or were otherwise required to become
Guarantors after the Closing Date, and each of such Persons has become and
remains a party to a Guaranty as a Guarantor;


(c)           This
Agreement has been duly authorized, executed and delivered by the Borrower and
Guarantors party hereto and constitutes a legal, valid and binding obligation
of such parties; and


(d)           After
giving effect to this Agreement, no Default or Event of Default has occurred
and is continuing.


5.             Entire Agreement. 
This Agreement, together with all the Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter.  No promise, condition, representation or
warranty, express or implied, not set forth in the Relevant Documents shall
bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty.  Each
of the parties hereto acknowledges that, except as otherwise expressly stated
in the Relevant Documents, no representations, warranties or commitments,
express or implied, have been made by any party to the other in relation to the
subject matter hereof or thereof.  None
of the terms or conditions of this Agreement may be changed, modified, waived
or canceled orally or otherwise, except in writing and in accordance with Section
11.01 of the Credit Agreement.


6.             Full Force and Effect of Agreement.  Except as hereby specifically amended, modified
or supplemented, the Credit Agreement and all other Loan Documents are hereby
confirmed and ratified in all respects and shall be and remain in full force
and effect according to their respective terms.


7.             Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the same
instrument.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


8.             Governing Law. 
This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
executed and to be performed entirely within such State, and shall be further
subject to the provisions of Sections 11.14 and 11.15 of the
Credit Agreement.


9.             Enforceability. 
Should any one or more of the provisions of this Agreement be determined
to be illegal or unenforceable as to one or more of the parties hereto, all
other provisions nevertheless shall remain effective and binding on the parties
hereto.


10.           References.  All references in any of the Loan Documents
to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.













11.           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each of the
Guarantors and Lenders, and their respective successors, legal representatives,
and assignees to the extent such assignees are permitted assignees as provided
in Section 11.06 of the Credit Agreement.


[Signature
pages omitted]