Exhibit 10.11.4


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


 


This Amendment
No. 4 to Credit Agreement (this “Agreement”) dated as of October 9, 2007, 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
further amended by Amendment No. 3 to Credit Agreement dated as of September
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;


 


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.             Amendment to
Credit Agreement. Subject to the terms and conditions set forth herein, Section
8.12(d) of the Credit Agreement is hereby amended by deleting such
subsection in its entirety and replacing it with the following in lieu thereof:


 


“(d)         Capital Expenditures. Make or become
legally obligated to make Consolidated Capital Expenditures in the aggregate
for the Borrower and its Non-Mueller Subsidiaries during each fiscal year set
forth below, in an amount in excess of the amount set forth opposite such
fiscal year:


 

















 




	
  Fiscal Year

  	
   

  	
  Amount

  	
   

  
	
  2006

  	
   

  	
  $

  	
  160,000,000

  	
   

  
	
  2007

  	
   

  	
  $

  	
  160,000,000

  	
   

  
	
  2008

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  95,000,000

  	
   

  
	
  2010 and
  each fiscal year thereafter

  	
   

  	
  $

  	
  80,000,000

  	
   

  






 


provided, however, that so long as no Default has
occurred and is continuing or would result from such expenditure, up to
$15,000,000 of any amount set forth above, if not expended in the fiscal year
for which it is permitted above (but excluding in that calculation any amount
carried forward from a prior fiscal year), may be carried over for expenditure
in the next following fiscal year.”


 


2.             Effectiveness;
Conditions Precedent. The effectiveness of this Agreement and the amendment
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 fees, 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 (including .pdf), 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
amendment 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 


 


2

















 


after the effectiveness of this Agreement and the amendment
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 


 


3

















 


counterpart of
a signature page of this Agreement by telecopy or other electronic means
(including .pdf) 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]


 


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