Exhibit 10.2





Exhibit 10.2




L/C SUPPORT AGREEMENT




This Amendment (this “Amendment”) to the L/C Support Agreement among Walter Investment
Management Corp., certain of its Subsidiaries, and Walter Industries, Inc. (the
“Agreement”), is entered into this 23rd day of September, 2010 by and between Walter
Investment Management Corp. (the “Company”), certain of its Subsidiaries (as set forth in
the Agreement, collectively the “Guarantors” and, together with the Company, the “Loan
Parties”) and Walter Energy, Inc. (f/k/a Walter Industries, Inc.), as Support L/C Provider (the
“Support L/C Provider”). Capitalized terms used and not otherwise defined herein are used
as defined in the Agreement (as amended hereby).



WHEREAS, the Support L/C Provider and the Loan Parties entered into the Agreement effective
April 20, 2009; and



WHEREAS, the Support L/C Provider and the Loan Parties desire to amend the Agreement in
certain respects as hereinafter set forth;



NOW THEREFORE, in consideration of the premises and the other mutual covenants contained
herein, the parties hereto agree as follows:




SECTION 1. Amendments.




Section 1.1 of the Agreement is hereby amended by inserting the following new definitions
in the appropriate alphabetical order:




“Unencumbered Assets” shall include (i) Accounts and REO Property, in
each case, owned beneficially and of record by a Loan Party, free and clear of
any Liens and (ii) Residual Interests in the WMC Trusts, free and clear of any
Liens.




“REO Property” shall mean real estate ownership of property which was
acquired by a Loan Party through foreclosure or by deed in lieu of foreclosure.
The value of the REO Property will be the carrying value of “Real Estate Owned”
property on the Company’s financial statements each quarter. (This value is
required to be fair value for GAAP purposes.)




“Residual Interest” shall mean the retained beneficial interest in the
WMC Trusts that exposes the Company to credit risk directly or indirectly
associated with the assets of the WMC Trusts. Specifically, the Residual
Interest shall be calculated as the sum of (x)(i) “Restricted Cash of
Securitization Trusts”, (ii) “Residential Loans of Securitization Trusts”, (iii)
“Real Estate Owned of Securitization Trusts” and (iv) “Deferred Debt Issuance
Cost of Securitization Trusts” less (y)(i) “Accounts Payable of Securitization
Trusts”, (ii) “Mortgage-backed Debt of Securitization Trusts” and (iii) “Accrued
Interest of
Securitization Trusts”. (Each of these items as found as a separate component on
the Borrower’s balance sheet and as reported in the Form 10-Q/10-K filed with the
SEC. Upon the Lender’s request, such items shall be provided by the Borrower in a
calculation format at the end of each fiscal quarter.)”


 


 









 






“WMC Trusts” shall mean, collectively, Mid-State Trust II, Mid-State
Trust IV, Mid-State Trust VI, Mid-State Trust VII, Mid-State Trust VIII,
Mid-State Trust X, Mid-State Trust XI, Mid-State Capital 2004-1 Trust, Mid-State
Capital 2005-1 Trust, Mid-State Capital 2006-1 Trust and any similar
securitization trusts whose residential interests are owned either directly or
indirectly by the Borrower.




SECTION 2. Effectiveness and Effect.




This Amendment shall become effective as of the date (the “Effective Date”) that
each of the Support L/C Provider and the Loan Parties shall have delivered executed
counterparts of this Amendment and delivered by a duly authorized officer of each party
thereto.




SECTION 3. Reference to and Effect on the Agreement and the Related Documents.




On and as of the Effective Date, (i) the Loan Parties hereby reaffirm all
representations and warranties made by it in the Agreement (as amended hereby) and agree
that all such representations and warranties shall be deemed to have been restated as of
the Effective Date, (ii) the Loan Parties hereby represent and warrant that no Event of
Default shall have occurred and be continuing, and (iii) each reference in the Agreement to
“this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and
be, and any references to the Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Agreement shall mean and be, a reference
to the Agreement as amended hereby.




SECTION 4. Governing Law.




THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.




SECTION 5. Severability.




Any provision of this Amendment held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such
illegality, invalidity or unenforceability without affecting the
legality, validity or enforceability of the remaining provisions hereof or thereof; and the
illegality, invalidity or unenforceability of a particular provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


 









 






SECTION 6. Counterparts.




This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	WALTER INVESTMENT	 	 
	 	 	MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Kimberly Perez /s/	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kimberly Perez	 	 
	 

	 	 	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Best Insurors, Inc.	 	 
	 	 	Hanover Capital Partners 2, Ltd.	 	 
	 	 	Hanover Capital Securities, Inc.	 	 
	 	 	Walter Mortgage Company, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Kimberly Perez /s/	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kimberly Perez	 	 
	 

	 	 	 	Title:
	 	VP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WALTER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Joseph B. Leonard /s/	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joseph B. Leonard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer