**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 byand among WALTER INDUSTRIES, INC., a Delaware corporation (the “***Borrower***”), BANK OFAMERICA, N.A., a national banking association organized and existing under thelaws of the United States (“***Bank of America***”), in its capacity as administrativeagent for the Lenders (as defined in the Credit Agreement (as defined below))(in such capacity, the “***AdministrativeAgent***”), and each of the Lenders signatory hereto, and each ofthe Guarantors (as defined in the Credit Agreement) signatory hereto.

**WI T N E S S E T H:**

**WHEREAS**,the Borrower, the Administrative Agent and the Lenders have entered into thatcertain Credit Agreement dated as of October 3, 2005 (as amended by AmendmentNo. 1 to Credit Agreement dated as of January 24, 2006, as further amended byAmendment No. 2 to Credit Agreement and Waiver dated as of February 14, 2006, ashereby 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 shallhave the respective meanings given thereto in the Credit Agreement), pursuantto which the Lenders have made available to the Borrower a term loan facilityand a revolving credit facility, including a letter of credit facility and aswing line facility; and

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

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

**NOW,THEREFORE**, in consideration of the premises and furthervaluable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:

1.             Amendmentsto Credit Agreement.  Subject to theterms and conditions set forth herein, the Credit Agreement is hereby amendedas follows:

(a)           Section8.02(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)           Section8.12(d) is hereby amended by deleting the proviso following the table insuch section and replacing it with the following in lieu thereof:

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

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continuing or would resultfrom such expenditure, (i) up to $15,000,000 of any amount set forth aboveother than the amount for 2006, if not expended in the fiscal year for which itis permitted above, may be carried over for expenditure in the next followingfiscal year and (ii) up to $25,000,000 of the amount available but not used in2006 may be carried over for expenditure in 2007.”

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

(a)           The Administrative Agent shall havereceived each of the following documents or instruments in form and substancereasonably acceptable to the Administrative Agent:

(i)            counterparts of this Agreement, dulyexecuted by the Borrower, the Administrative Agent, each Guarantor and theRequired Lenders, which counterparts may be delivered by telefacsimile or otherelectronic means, but such delivery will be promptly followed by the deliveryof four (4) original signature pages by each Person party hereto unless waivedby the Administrative Agent; and

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

(b)           All fees and expenses payable to theAdministrative Agent and the Lenders (including the reasonable fees andexpenses 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, acknowledgesand agrees to the amendments and other matters set forth herein and herebyconfirms and ratifies in all respects the Guaranty to which such Guarantor is aparty  (including without limitation thecontinuation of such Guarantor’s payment and performance obligations thereunder****upon and after theeffectiveness of this Agreement and the amendments contemplated hereby****)and the enforceability of such Guaranty against such Guarantor in accordancewith its terms.

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

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

(b)           ThePersons appearing as Guarantors on the signature pages to this Agreementconstitute all Persons who are required to be Guarantors pursuant to the termsof the Credit Agreement and the other Loan Documents, including withoutlimitation all

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

(c)           ThisAgreement has been duly authorized, executed and delivered by the Borrower andGuarantors party hereto and constitutes a legal, valid and binding obligationof such parties; and

(d)           Aftergiving effect to this Agreement, no Default or Event of Default has occurredand 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 inrelation to the subject matter hereof and supersedes any prior negotiations andagreements among the parties relating to such subject matter.  No promise, condition, representation orwarranty, express or implied, not set forth in the Relevant Documents shallbind any party hereto, and no such party has relied on any such promise,condition, representation or warranty.  Eachof the parties hereto acknowledges that, except as otherwise expressly statedin the Relevant Documents, no representations, warranties or commitments,express or implied, have been made by any party to the other in relation to thesubject matter hereof or thereof.  Noneof the terms or conditions of this Agreement may be changed, modified, waivedor canceled orally or otherwise, except in writing and in accordance with Section11.01 of the Credit Agreement.

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

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

8.             Governing Law. This Agreement shall in all respects be governed by, and construed inaccordance with, the laws of the State of New York applicable to contractsexecuted and to be performed entirely within such State, and shall be furthersubject to the provisions of Sections 11.14 and 11.15 of theCredit Agreement.

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

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

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

**[Signaturepages omitted]**

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