Exhibit 10.22


 


Walter Industries, Inc.


 


1,960,784 Shares


Common Stock


($0.01 par value)


 


Repurchase Agreement


 


New York, New
York


April 13, 2004


Walter Industries, Inc.


4211 W. Boy Scott Boulevard

Tampa, Florida 33607


 


Ladies and Gentlemen:


 


JWC Associates,
L.P., a Delaware limited partnership, JWC Associates II, L.P., a Delaware
limited partnership, and KKR Partners II, L.P., a Delaware limited partnership
(collectively, the “Selling Stockholders”), propose to sell to Walter
Industries, Inc., a Delaware corporation (the “Company”), 1,960,784 shares of
Common Stock, par value $0.01 per share (“Common Stock”), of the Company (said
shares to be sold by the Selling Stockholders being hereinafter called the
“Securities”).  Reference is made to the
Purchase Agreement to be entered into among Banc of America Securities LLC,
Morgan Stanley & Co. Incorporated, the other several Initial Purchasers
named in Schedule A thereto (the “Initial Purchasers”) and the Company related
to the Company’s issuance of its convertible senior subordinated notes (the
“Purchase Agreement”).  As you know, the
Initial Purchasers have required that each Selling Stockholder, Channel One
Associates, L.P., a Delaware limited partnership (“Channel One”), Perry Golkin
and Scott C. Nuttall execute a lock-up agreement (as referenced in Section 2(d)
hereof) in connection with the execution of the Purchase Agreement.  As a condition to the execution of the
lock-up agreements, the Selling Stockholders have required that the Company
enter into this Repurchase Agreement.


 


1.  Representations and Warranties of the
Company.  The Company represents and warrants to, and agrees with, the
several Selling Stockholders that:


 


(a)  The execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action of the Company and will
not result in any violation of the provisions of the Company’s certificate of
incorporation or bylaws.


 


(b)  No consent, approval, authorization, filing,
order, registration or qualification of or with any court or governmental
agency or body is required in connection with the transactions contemplated
herein.


 

















 


(c)  The First Amendment to the Registration
Rights Agreement, dated as of March 17, 1995, by and among the Company and the
holders of Registrable Common Stock (as defined therein) named therein, and to
the Registration Rights Agreement, dated as of September 12, 1995, between the
Company and Channel One, has been duly authorized, executed and delivered by,
and is a valid and binding agreement of, the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights
generally or by general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.


 


(d)  This Agreement and the transactions
contemplated hereby have been approved by the special committee of the
Company’s Board of Directors formed to negotiate and approve the terms of this
Agreement and the transactions contemplated hereby.


 


(e)  As of the date hereof, the Company has
sufficient legally available funds under Section 160 of the Delaware General
Corporation Law from which to purchase the Securities.


 


2.  Representations and Warranties of the
Selling Stockholders.  Each Selling
Stockholder, severally and not jointly, represents and warrants to, and agrees
with, the Company that:


 


(a)  The execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all necessary partnership action of each Selling
Stockholder and will not result in any violation of the provisions of the
certificate of limited partnership or limited partnership agreements or similar
organizational documents of each Selling Stockholder.


 


(b)  Such Selling Stockholder is the record owner
of the Securities to be sold by it hereunder free and clear of all liens,
encumbrances, equities and claims.


 


(c)  No consent, approval, authorization, filing,
order, registration or qualification of or with any court or governmental
agency or body is required for the sale of the Securities by such Selling
Stockholder as contemplated by this Agreement.


 


(d)   Each of the Selling Stockholders, Channel
One, Perry Golkin and Scott C. Nuttall has duly authorized, executed and
delivered a lock-up agreement to the Initial Purchasers pursuant to Section
5(h) of the Purchase Agreement; and each such lock-up agreement is the valid
and binding agreement of the executing Selling Stockholder, Channel One, Perry
Golkin or Scott C. Nuttall, as the case may be,   enforceable against such person in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
relating to or affecting creditors’ rights generally or by general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


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3.  Purchase and Sale.  Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, each Selling
Stockholder agrees to sell to the Company the amount of Securities set forth
opposite such Selling Stockholder’s name in Schedule I hereto, and the
Company agrees to purchase from each Selling Stockholder the Securities, at a
purchase price of $12.75  per share
(which price was agreed upon by the parties on April 12, 2004 based on a
discount to the closing sales price per share on the New York Stock Exchange on
that date).


 


4.  Delivery and Payment.  Delivery of and payment for the Securities
shall be made at such time and date as the delivery of and payment for the Firm
Notes (as defined in the Purchase Agreement) sold pursuant to the terms of the
Purchase Agreement shall take place (such date and time of delivery and payment
for the Securities being herein called the “Closing Date”).  Delivery of the certificates representing
the Securities shall be made to the Company at the offices of the Company (or
at such other place mutually agreed upon by the parties) against payment by the
Company of the aggregate purchase price of the Securities being sold by each of
the Selling Stockholders to or upon the order of such Selling Stockholder by
wire transfer payable in same-day funds to an account specified by such Selling
Stockholder.


 


5.  Conditions to the Obligations of the
Company and the Selling Stockholders.


 


(a)  The obligations of the Company to purchase
the Securities shall be subject to (i) the accuracy of the representations and
warranties on the part of the Selling Stockholders contained herein as of the
Closing Date, (ii) the performance by the Selling Stockholders of their
respective obligations hereunder in all material respects, (iii) the existence
on the Closing Date of sufficient legally available funds under Section 160 of
the Delaware General Corporate Law from which to purchase the Securities and
(iv) the delivery of, and payment for, the Firm Notes pursuant to the terms of
the Purchase Agreement.


 


(b)  The obligations of the Selling Stockholders
to sell the Securities shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as of the Closing
Date, to the performance by the Company of its obligations hereunder in all
material respects and to the delivery of and payment for the Firm Notes
pursuant to the terms of the Purchase Agreement.


 


(c)  If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material respects when and
as provided in this Agreement, this Agreement and all obligations of the
Company and the Selling Stockholders hereunder may be canceled at the Closing
Date by the other party.  Notice of such
cancelation shall be given to the Company and the Selling Stockholders in
writing or by telephone or facsimile confirmed in writing.


 


6.  Notices.  All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Company, will be mailed, delivered or
telefaxed to (813) 871-4420 and confirmed to it at 4211 W. Boy Scott Boulevard,
Tampa,


 


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Florida 33607, Attention:  Victor P. Patrick with a copy to Potter
Anderson & Corroon LLP telefaxed to (302) 778-6029, and confirmed to it at
1313 N. Market Street, P.O. Box 951, Wilmington, Delaware 19899-0951,
Attention: Michael B. Tumas; or if sent to the Selling Stockholders, will be
mailed, delivered or telefaxed to (212) 750-0003, and confirmed to it , c/o
Kohlberg Kravis Roberts & Co., L.P., 9 West 57th Street, New
York, NY 10009, Attention:  Perry Golkin
with a copy to Latham & Watkins LLP telefaxed to (650) 463-2600, and
confirmed to it at 135 Commonwealth Drive, Menlo Park, California 94301,
Attention: Peter F. Kerman.


 


7.  Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to conflicts of laws principles.


 


8.  Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


9.  Headings.  The section headings used herein are for convenience only and
shall not affect the construction hereof.


 


10.  Limited Recourse.  No partner of any Selling Stockholder and no
partner or member of any general partner of any Selling Stockholder shall have
any personal liability for the performance of any Selling Stockholder’s
obligations hereunder.  Any liability or
obligation of any Selling Stockholder hereunder shall be limited to and
satisfied only out of the property of such Selling Stockholder.


 


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If the
foregoing is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among the Company and the
Selling Stockholders.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JWC ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JWC ASSOCIATES II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The foregoing Agreement is hereby confirmed and accepted as of the
  date first above written.

  	
   

  
	
   

  	
   

  
	
  WALTER INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


5

















 


SCHEDULE I


 




	
  Selling
  Stockholders:

  	
   

  	
  Number of
Securities to be Sold

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JWC ASSOCIATES, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,902,071

  	
   

  
	
  JWC ASSOCIATES II, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12,604

  	
   

  
	
  KKR PARTNERS II, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  46,109

  	
   

  
	
  Total:

  	
   

  	
  1,960,784

  	
   

  






 


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