Exhibit 
10.52


 


AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT


OF


JWH HOLDING COMPANY, LLC


 


This AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT (this “Agreement”) of JWH Holding Company, LLC (the “Company”)
is executed as of September 29, 2008, by Walter Industries, Inc., as
the sole member of the Company (the “Initial Member”).


 


WHEREAS, the
Company was formed as a Delaware limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del.C. §
18-101, et seq.), as amended from time to time (the “Act”),
by (i) the filing of a Certificate of Formation of the Company in the office of
the Secretary of State of the State of Delaware on May 31, 2006, and (ii) the
entering into by the Initial Member of that certain Limited Liability Company
Agreement of the Company, executed as of June 28, 2006 (the “Initial
Agreement”); and


 


WHEREAS, the Initial Member desires to amend and
restate the Initial Agreement in its entirety by this Agreement.


 


NOW, THEREFORE, the Initial Member hereby duly adopts
this Agreement, and hereby amends and restates the Initial Agreement in its
entirety, and agrees, as follows:


 


ARTICLE II


 


2.1           Name; Certificate of Formation.  The name of the limited liability company shall
continue to be JWH Holding Company, LLC. 
The initial Certificate of Formation of the Company, dated May 31,
2006, was filed in the office of the Secretary of State of the State of
Delaware on May 31, 2006.


 


2.2           Purpose.  The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Act and engaging in any and all activities
necessary or incidental to the foregoing.


 


2.3           Designated Agent for Service of Process.  The Company shall maintain a registered
office and a designated and duly qualified agent for the service of process on
the Company in the State of Delaware.


 


2.4           Perpetual Existence.  The
Company shall have perpetual existence.


 


ARTICLE III


 


Capitalization


 


3.1           Identification
of Initial Member.  Pursuant to the
Initial Agreement, and giving effect to that certain Contribution Agreement
dated as of the date of the Initial Agreement by and between the Company and
the Initial Member, the Initial Member was admitted as, and the 


 


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Initial Member hereby remains, the sole member of the Company, owning
all of the limited liability company interests in, and all rights with respect
to, the Company.


 


3.2           Limited
Liability Company Interests as Units; Unit Certificates.


 


(a)           Each
limited liability company interest in the Company shall be represented by units
(“Units”) in such number as, from time to time, authorized and
determined by the Board of Managers (and, for purposes of clarification, the
Company may issue an unlimited number of Units as authorized and determined by
the Board of Managers).  The Board of
Managers has authorized and caused the Company to issue one (1) Unit to the
Initial Member, representing 100% of the limited liability company interests in
the Company, and such Unit hereby remain duly authorized and issued to the
Initial Member, and the Initial Member hereby remains a member of the Company
in respect of such Unit.  At any time and
from time to time the Board of Managers may authorize and cause the Company is
issue additional Units representing additional limited liability company
interests in the Company to the Initial Member or to any other person or
entity.


 


(b)           Units may be, but
shall not be required to be, represented by one or more certificates (“Unit
Certificates”) issued by the Company, at such times and in such form as
determined by the Board of Managers.  For
purposes of clarification, no member of the Company shall at any time have any
right to demand or receive any Unit Certificates, the determination of whether
any such Units Certificates shall be issued being hereby vested entirely in the
Board of Managers.  Unless and until the
Board of Mangers shall cause the Company to issue any Unit Certificates, all
Units shall be and remain uncertificated.


 


3.3           Admission
of Additional and Substitute Members; Transfers of Units.


 


(a)           Notwithstanding
any other provision of this Agreement or the Act to the contrary, any person or
entity that acquires any Units, whether by or pursuant to any transfer,
assignment, contribution, dividend, distribution or issuance of Units pursuant
hereto or otherwise (but subject to Section 3.3(c) hereof), shall
automatically, and without any further act, vote, consent or approval of the
Board of Managers, any member of the Company or any other person or entity, be
admitted as a member of the Company in respect of such Units acquired by such
person or entity, and shall be deemed bound by the terms and provisions of this
Agreement, at the time that such person so acquires such Units.  In the case of any transfer or assignment of
Units (including, without limitation, by contribution, dividend or
distribution) by any person or entity pursuant hereto and in accordance
herewith such person shall cease to be a member of the Company in respect of
such Units at the time of such transfer or assignment.


 


(b)           The
Initial Member may at any time in its sole discretion, and without any further
act, vote, consent or approval of the Board of Managers, any other member of
the Company or any other person or entity, transfer or assign (including,
without limitation, by contribution, dividend or distribution to one or more
person or entities) all or any portion of it Units.


 


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(c)           Other than the
Initial Member pursuant to Section 3.3(b) above, no member of the
Company may transfer or assign all or any portion of its Units without the prior
consent of the Board of Managers.  To the
fullest extent permitted by law, any transfer of Units in violation of this Section 3.3(c) shall
be null and void and of no force or effect whatsoever and such Units shall not
be deemed to have been transferred or assigned for any purposes of this
Agreement.


 


ARTICLE IV


 


Tax/Allocation
of Profits and Losses/Distributions


 


The Initial Member
intends for the Company to be disregarded as an entity for income tax purposes
so long as it has a single member.  If at
any time the Company has more than one member, it shall be treated as a
partnership for tax purposes, and all profits, losses, credits and other items
realized or recognized by the Company shall be divided among and allocated to
the members of the Company in accordance with their Units.  Notwithstanding the foregoing, the Initial
Member may at any time, in its sole discretion, make an election to treat the
Company as a corporation for tax purposes. 
Subject to the Act, the Company may make distributions to the members of
the Company, pro rata in accordance with their respective Units, from time to
time, at such times, in such form and in such amounts as the Board of Managers
may determine to be appropriate in its sole discretion.


 


ARTICLE V


 


Management


 


5.1           General Powers.  The business and affairs of the Company shall
be managed by the Board of Managers (the “Board of Managers”).  The Board of Managers shall have the power to
do any and all acts necessary or convenient to or for the furtherance of the
purposes described herein, including all powers, statutory or otherwise,
possessed by managers or members under the laws of the State of Delaware.


 


5.2           Management.  The Board of Managers shall have the power
and authority to act for and bind the Company. 
The Board of Managers shall have the right to manage the business and
affairs of the Company and may delegate such management rights, powers, duties
and responsibilities to one or more person or persons designated by it as it
may determine.


 


5.3           Authorized Person.  Jordan Ast was designated as an “authorized
person” within the meaning of the Act and was authorized and directed to
execute, deliver and file the initial Certificate of Formation of the Company
with the Secretary of State of the State of Delaware.  Upon the filing of the initial Certificate of
Formation of the Company with the Secretary of State of the State of Delaware,
his powers as an “authorized person” ceased.


 


5.4           Individual Manager Authority.  The members of the Board of Managers (each a “Manager”)
shall constitute the Company’s managers for all purposes under the Act and
other applicable law.  Notwithstanding
the foregoing, no Manager, acting in his or her capacity as Manager, shall be
entitled to sign for or take any action individually on behalf of the Company
without being authorized by the Board of Managers as provided in this ARTICLE V.


 


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5.5           Number and Qualification.  The number of Managers constituting the Board
of Managers shall be not less than one nor more than sixteen, as may be fixed
from time to time exclusively pursuant to a resolution adopted by the Board of
Managers, and the Board of Managers on the date hereof shall consist of three
Managers.  The members of the Company may
from time to time change the maximum or minimum number of Managers.


 


5.6           Designation and Term of Managers.  The Managers on the date hereof are, and
hereby continue to be, Mark J. O’Brien, Victor P. Patrick and Miles C. Dearden, III.  Each Manager shall serve until such Manager’s
death, incapacity, resignation, removal, or until the appointment of a
successor.


 


5.7           Removal of Managers.  Any Manager may be removed at any time with
or without cause by the members of the Company.


 


5.8           Vacancies.  The members of the Company may fill any
vacancy occurring in the Board of Managers by designating a Manager to fill
such vacancy.


 


5.9           Chairman of the Board of Managers.  There shall be a Chairman of the Board of
Managers (the “Chairman”) elected by the Managers from their number at
any meeting of the Board of Managers. 
The Chairman shall preside at all meetings of the Board of Managers and
perform such other duties as may be directed by the Board of Managers, and
shall serve as Chairman at the pleasure of the Board of Managers.  Unless otherwise determined by the Board of
Managers, the Chief Executive Officer of the Company shall be the Chairman.


 


5.10         Compensation.  The Board of Managers may provide for the
compensation of Managers for their services as such and for the payment or
reimbursement of any or all expenses incurred by them in connection with such
services.


 


5.11         Merger of the
Company.  Notwithstanding any other
provision of this Agreement or the Act to the contrary, but without limiting
the general powers of the Board of Directors as provided herein, the Company
may merge with, or consolidate into, another limited liability company or other
business entity (as defined in Section 18-209(a) of the Act), upon
the approval solely of the Board of Managers, and without any further act,
vote, consent or approval of any member of the Company (including, without
limitation, the Initial Member) or any other person or entity (including,
without limitation that certain merger of the Company with and into Hanover
Capital Mortgage Holdings, Inc. (the “Merger”)).  In connection with any such merger or
consolidation of the Company (including, without limitation, the Merger), the
Board of Directors, without any further act, vote, consent or approval of any
member of the Company (including, without limitation, the Initial Member) or
any other person or entity, shall approve an agreement of merger or
consolidation, containing such terms as the Board of Managers determines in its
sole discretion to be appropriate.  In
accordance with Section 18-209 of the Act (including Section 18-209(f)),
notwithstanding anything to the contrary contained in this Agreement or the
Act, an agreement of merger or consolidation approved by the Board of Managers
may (i) effect any amendment to this Agreement, or (ii) effect the
adoption of a new limited liability company agreement for the Company if it is
the surviving or resulting limited liability company of the merger or
consolidation.  Any amendment to this
Agreement or adoption of a new limited liability company agreement made
pursuant to the foregoing sentence 


 


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shall be
effective at the effective time or date of the merger or consolidation or as
otherwise set forth therein (whether earlier or later than the effective time
or date of the merger or consolidation). 
For purposes of clarification, and notwithstanding any other provision
of this Agreement or the Act to the contrary, the Board of Managers acting
alone may take any action on behalf of the Company and cause to be executed and
delivered any document on behalf of the Company (including, without limitation,
an agreement of merger or consolidation) in connection with or to effectuate
any merger or consolidation of the Company approved in accordance with this Section 5.11
or otherwise (including, without limitation, the Merger), without any further
act, vote, consent or approval of any member of the Company (including, without
limitation, the Initial Member) or any other person or entity, and any such action
previously taken or document previously executed and delivered is hereby
ratified, approved, confirmed and adopted. 
The provisions of this Section shall not be construed to limit the
accomplishment of a merger or consolidation or of any of the matters referred
to herein by any other means otherwise permitted by law.


 


ARTICLE VI


 


MEETINGS OF
THE BOARD OF MANAGERS


 


6.1           Meetings of Board of Managers.  The Board of Managers shall hold such
meetings as may be called by the Chairman or requested by any Manager in
writing to the Chairman.  Such a meeting
may be held at a time and a location fixed by the Chairman, but in any event no
more than ninety (90) days after any proper request; provided, however,
that such requirement may be waived by the Manager requesting the meeting.


 


6.2           Notice of Meetings.  The Chairman shall, at least twelve hours
before the meeting, give or cause to be given notice thereof by any usual means
of communication.  Such notice need not
specify the purpose for which the meeting is called.  Any duly convened meeting may be adjourned by
the Managers to a later time without further notice.


 


6.3           Waiver of Notice.  Any Manager may waive notice of any meeting
before or after the meeting.  Except as
provided in the following sentence, the waiver must be in writing, signed by
the Manager entitled to the notice and delivered to the Company for inclusion
in the minutes or filing with the Company’s records.  A Manager’s attendance at or participation in
a meeting waives any required notice of such meeting unless the Manager at the
beginning of the meeting, or promptly upon arrival, objects to the holding of
the meeting or to transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.


 


6.4           Quorum.  A majority of the number of Managers fixed by
or pursuant to this Agreement shall constitute a quorum for the transaction of
business at any meeting of the Board of Managers, or if no number is so fixed,
a majority of Managers in office immediately before the meeting begins shall
constitute a quorum.


 


6.5           Action by the Board of Managers.  The affirmative vote of a majority of the
Managers present at a meeting at which there is a quorum shall be the act of
the Board of Managers.  As used in this
Agreement, the phrase “the approval of the Board of Managers,” “the
consent of the Board of Managers,” “as determined by the Board of
Managers” and similar


 


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phrases means
the approval as set forth in the preceding sentence, except as expressly
provided otherwise in this Agreement.


 


6.6           Presumption of Assent.  A Manager who is present at a meeting of the
Board of Managers or a committee of the Board of Managers when board action is
taken is deemed to have assented to the action taken unless (i) he objects
at the beginning of the meeting, or promptly upon his arrival, to the holding
of the meeting or to transacting business at the meeting,  (ii) his dissent or abstention from the
action taken is entered in the minutes of the meeting, or (iii) he files
written notice of his dissent or abstention with the presiding chairman of the
meeting before its adjournment or with the Company immediately after the
adjournment of the meeting.  Such right
of dissent or abstention is not available to a Manager who votes in favor of
the action taken.


 


6.7           Action Without Meeting.  On any matter that is to be voted on,
consented to or approved by the Board of Managers, the Board of Managers may
take such action without a meeting, without prior notice and without a vote if
a consent or consents in writing, setting forth the action so taken, shall be
signed by the Managers having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
Managers entitled to vote thereon were present and voted.  On any matter that is to be voted on by
Managers, the Managers may vote in person or by proxy, and such proxy may be
granted in writing, by means of electronic transmission or as otherwise permitted
by applicable law.  A consent transmitted
by electronic transmission by a Manager or by a person or persons authorized to
act for a Manager shall be deemed to be written and signed for purposes of this
Agreement. For purposes of this Agreement, the term “electronic transmission”
means any form of communication not directly involving the physical
transmission of paper that creates a record that may be retained, retrieved and
reviewed by a recipient thereof and that may be directly reproduced in paper
form by such a recipient through an automated process.


 


6.8           Committees of the Board of Managers.  The Board of Managers may create an executive
committee, a compensation committee and other committees of the Board of
Managers and appoint Managers to serve on such committees.  The creation of a committee of the Board of
Managers and the appointment of Managers to it must be approved by the greater
of (i) a majority of the number of Managers in office when the action is
taken or (ii) the number of Managers required to take action pursuant to
this Agreement.  Each committee of the
Board of Managers must have two or more Managers and, to the extent authorized
by the Board of Managers, shall have and may exercise all of the authority of
the Board of Managers in the management of the Company.  Each committee member shall serve at the
pleasure of the Board of Managers.  The
provisions in this Agreement governing meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Managers apply to committees of the Board of Managers established under this Section 6.8.


 


6.9           Participation in Meeting by Telephone.  Members of the Board of Managers, or of any
committee thereof, may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.


 


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ARTICLE VII


 


OFFICERS


 


7.1           Delegation of Authority.


 


(a)           The Board of Managers may from time
to time appoint and delegate to one or more individuals (each an “Officer”)
any portion of its authority granted hereunder and under the Act as the Board
of Managers deems appropriate.  No such
delegation shall relieve any Manager of his duties and obligations, or limit
the power and authority of the Board of Managers, set forth herein and under the
Act.


 


(b)           Initially, the Officers of the
Company shall consist of a Chief Executive Officer, a Secretary, a Treasurer
and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and
other Officers as may from time to time be appointed by or under the authority
of the Board of Managers.  Any two or
more offices may be held by the same individual, but no Officer may act in more
than one capacity where action of two or more Officers is required.


 


7.2           Appointment and Term.  The Officers of the Company shall be
appointed and removed by the Board of Managers, the Chairman, or by a duly
appointed Officer authorized by the Board of Managers to appoint one or more
Officers or assistant Officers.  Each
Officer shall hold office until such Officer’s death, incapacity, resignation,
removal, or until the appointment of a successor.  For purposes of clarification, any Officers
on the date hereof shall hereby continue as Officers, each holding the same
title or titles and with the same duties as such Officer held immediately prior
to the execution of this Agreement by the Initial Member, but in each case
subject to the terms of this Agreement.


 


7.3           Compensation of Officers.  The compensation of all Officers of the
Company shall be fixed by or under the authority of the Board of Managers, and
no Officer shall serve the Company in any other capacity and receive
compensation therefor unless such additional compensation shall be duly
authorized.  The appointment of an
Officer does not itself create contractual rights.


 


7.4           Bonds.  The Board of Managers may require any
Officer, agent, or employee of the Company to give bond to the Company, with
sufficient sureties, conditioned on the faithful performance of the duties of
his respective office or position, and to comply with such other conditions as
may from time to time be required by the Board of Managers.


 


7.5           Chief Executive Officer.  The Chief Executive Officer shall act in a
general executive capacity, shall be responsible for the general administration
and operation of the affairs of the Company and shall perform all duties
incidental to such person’s office that may be required by law and all such
other duties as are properly required of him by the Board of Managers.  He or she shall make reports to the Board of
Managers and the members of the Company and shall see that all orders and
resolutions of the Board of Managers and of any committee thereof are carried
into effect.


 


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7.6           Vice Presidents.  Each
Executive Vice President and Senior Vice President and any Vice President shall
have such powers and shall perform such duties as shall be assigned to him by
the Board of Managers or the Chairman.


 


7.7           Treasurer.


 


(a)           The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of Company funds.  The Treasurer shall cause the funds of the
Company to be deposited in such banks as may be authorized by the Board of
Managers, or in such banks as may be designated as depositories in the manner
provided by resolutions of the Board of Managers.  The Treasurer shall, in general, perform all
duties incident to the office of the Treasurer and shall have such further
powers and duties and shall be subject to such directions as may be granted or
imposed from time to time by the Board of Managers or the Chairman.


 


(b)           Assistant Treasurers shall have such
of the authority and perform such of the duties of the Treasurer as may be
provided in this Agreement or assigned to them by the Board of Managers, the
Chairman or the Treasurer.  Assistant Treasurers
shall assist the Treasurer in the performance of the duties assigned to the
Treasurer, and in assisting the Treasurer, each Assistant Treasurer shall for
such purpose have the powers of the Treasurer. 
During the Treasurer’s absence or inability, the Treasurer’s authority
and duties shall be possessed by such Assistant Treasurer or Assistant
Treasurers as the Board of Managers or the Chairman may designate.


 


7.8           Secretary.


 


(a)           The Secretary shall keep or cause to
be kept, in one or more books provided for that purpose, the minutes of all meetings
of the Board of Managers and the committees of the Board of Managers.  The Secretary shall see that all notices are
duly given in accordance with the provisions of this Agreement and as required
by law; shall be custodian of the records of the Company; shall see that the
books, reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed; and in
general, shall perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary of the
Board of Managers or the Chairman.


 


(b)           Assistant Secretaries shall have such
of the authority and perform such of the duties of the Secretary as may be
provided in this Agreement or assigned to them by the Board of Managers, the
Chairman or the Secretary.  Assistant
Secretaries shall assist the Secretary in the performance of the duties
assigned to the Secretary, and in assisting the Secretary, each Assistant
Secretary shall for such purpose have the powers of the Secretary.  During the Secretary’s absence or inability,
the Secretary’s authority and duties shall be possessed by such Assistant
Secretary or Assistant Secretaries as the Board of Managers or the Chairman may
designate.


 


7.9           Removal.  Any Officer elected, or agent appointed, by
the Board of Managers may be removed by the Board of Managers whenever, in
their judgment, the best interests of the Company would be served thereby.  Any Officer or agent appointed by the
Chairman may be removed by him or her whenever, in the judgment of the
Chairman, the best interests of the Company would be served thereby.  No elected Officer shall have any contractual
rights against 


 


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the Company
for compensation by virtue of such election beyond the date of the election of
such person’s successor, such person’s death, such person’s resignation or such
person’s removal, whichever event shall first occur, except as otherwise
provided in an employment contract or under any employee deferred compensation
plan.


 


7.10         Authority of
Officers to Bind the Company.  Other
than the Managers, only the Officers, acting within their authority as provided
herein, shall have the authority to bind the Company.


 


ARTICLE VIII


 


THE MEMBERS


 


8.1           Member Voting,
Consent and Approval Rights.  Other
than as expressly provided in Section 5.5, 5.7 or 5.8 of this Agreement
or, solely with respect to the Initial Member, in Article IV of this
Agreement, no member of the Company (including, without limitation, the Initial
Member) in its capacity as such shall have any right hereunder, under the Act
or otherwise to vote on, consent to or approve any action or other matter to be
taken by, of or otherwise affecting the Company (including, without limitation,
with respect to the issuance, transfer or assignment of any Units, the
admission of any person or entity as a member of the Company, the sale, lease,
transfer, assignment or other disposition of all or substantially all of the
assets of the Company, the merger, consolidation or conversion of or by the
Company or, to the fullest extent permitted by applicable law, the dissolution,
liquidation or termination of the Company) or to otherwise act for or bind the
Company, all such actions and other matters to be taken solely by and in the
determination of or pursuant to the express authorization of the Board of
Managers, notwithstanding any other provision of this Agreement or the Act to
the contrary (including, without limitation, any provision of the Act that
would otherwise vest by default  any
voting, consent or approval right in any member of the Company).


 


8.2           Unanimity Requirement; Action With or Without
Meeting.  Any actions
expressly permitted to be taken by the members of the Company pursuant to Section 5.5,
5.7 or 5.8 of this Agreement shall require the unanimous vote or written
consent of all of the members of the Company. 
The members of the Company may take any such actions with or without a
meeting.  Any such actions of the members
of the Company may be taken without a meeting if a written consent, describing
the action so taken, shall be signed by all of the members of the Company and
delivered to the Company for inclusion in the minutes or filing with its
records.


 


8.3           Relationship
between this Agreement and the Act.  Regardless of whether any provision of this
Agreement specifically refers to particular Default Rules, (i) if any
provision of this Agreement conflicts with a Default Rule, the provision of
this Agreement controls and the Default Rule is modified or negated
accordingly, and (ii) if it is necessary to construe a Default Rule as
modified or negated in order to effectuate any provision of this Agreement, the
Default Rule is modified or negated accordingly.  For purposes of this Section 8.3, “Default
Rule” shall mean a rule stated in the Act that applies except to the
extent it is negated or modified through the provisions of a limited liability
company’s certificate of formation or limited liability company agreement.


 


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ARTICLE IX


 


Duties;
Liability; Indemnification


 


9.1           Duties of Managers. 
Except as otherwise expressly provided herein, the Managers shall have
the same duties to the Company that they would have under the law of the State
of Delaware if the Company were a corporation and the Managers were its
directors.


 


9.2           Liability of
Members; Indemnification of Initial Member. 
No member of the Company shall have any liability to the Company or any
third party for the obligations or liabilities of the Company except to the
extent explicitly required by the Act. 
The Company shall, to the full extent permitted by applicable law,
indemnify and hold harmless the Initial Member against any and all liabilities
incurred by it in connection with any action, suit or proceeding to which it
may be made a party or otherwise involved or with which the Initial Member
shall be threatened by reason of its being a member of the Company or while
acting as a member of the Company on behalf of the Company or in its interest,
including, without limitation, reasonable costs, expenses and attorneys’ fees
incurred by the Initial Member in connection with the enforcement of the
indemnification rights provided herein.


 


9.3           Indemnification.  The Company shall indemnify to the full
extent permitted by applicable law any person who is or was serving as a
Manager or Officer, and may, but shall not be required to, indemnify any other
person who is or was serving as employee or agent of the Company or who, at the
request of the Company, is or was serving as a director, manager, officer,
employee or agent of another limited liability company, corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan, against (a) litigation
expenses, including costs, expenses and reasonable attorneys’ fees incurred by
any such person in connection with any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative,
whether formal or informal, and whether or not brought by or on behalf of the
Company, arising out of such person’s status as such or such person’s
activities in any of the foregoing capacities, (b) liability, including
payments made by such person in satisfaction of any judgment, money, decree,
fine (including any excise tax assessed with respect to an employee benefit
plan), penalty or settlement for which such person may have become liable in
any such action, suit or proceeding, and (c) reasonable costs, expenses
and attorneys’ fees incurred by such person in connection with the enforcement
of the indemnification rights provided herein.


 


Any such litigation expenses may, and shall be required
for the Initial Member, Managers and Officers to be, paid by the Company in
advance of the final disposition of any action, suit or proceeding upon receipt
of an unsecured written promise by or on behalf of any such person to repay
such amount unless it shall ultimately be determined that such person is
entitled to be indemnified by the Company against such expenses.


 


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ARTICLE X


 


Miscellaneous


 


10.1         Amendments.  This Agreement, and the rights of the members
of the Company, the Managers, the Officers and any other person or entity
hereunder, may be modified or amended at any time by the Board of Managers as
determined in its sole discretion.  For
purposes of clarification, the vote, consent or approval of the members of the
Company shall not be required for any modification or amendment to this
Agreement; and no member of the Company (including, without limitation, the
Initial Member) or other person or entity (other than the Board of Managers)
shall have any right to vote on, consent to or approve any modification or
amendment to the Agreement.


 


10.2         Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.


 


[Signatures page follows]


 


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IN WITNESS WHEREOF, the Initial Member has executed this Amended and
Restated Limited Liability Company Agreement of JWH Holding Company, LLC as of
the day and year first above written.


 


 


	
   

  	
  WALTER INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor P. Patrick

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Victor P. Patrick

  
	
   

  	
   

  	
  Title: Vice Chairman

  



 


[JWH Holding Company, LLC Amended and
Restated Limited Liability Company Agreement]


 


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