Exhibit 10.1 WALTER INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of restricted stock units ("RSUs") by Walter Industries,...Walter Industries Inc /New/ • March 3rd, 2005 • General bldg contractors - residential bldgs • Delaware
800,000,000 CREDIT AGREEMENT by and among WALTER INDUSTRIES, INC. as Borrower,Credit Agreement • October 30th, 1997 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
AMENDMENT AGREEMENT NO. 4 TO CREDIT AGREEMENTAgreement • January 14th, 1999 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs
BY AND AMONGStock Purchase Agreement • October 30th, 1997 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Illinois
2,000,000 SHARES WALTER INDUSTRIES, INC. COMMON STOCK, PAR VALUE $.01 PER SHAREWalter Industries Inc /New/ • January 29th, 1998 • General bldg contractors - residential bldgs • New York
MID-STATE TRUST V,Loan Agreement • November 7th, 1997 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • September 8th, 2009 • Walter Energy, Inc. • Bituminous coal & lignite mining • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 3, 2005 among WALTER ENERGY, INC., a Delaware corporation formerly known as Walter Industries, Inc. (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 99(a) AMENDMENT AGREEMENT NO. 5 TO CREDIT AGREEMENT THIS AMENDMENT AGREEMENT is made and entered into as of this 30th day of August, 1999, by and among WALTER INDUSTRIES, INC., a Delaware corporation (herein called the "Borrower"), BANK OF...Credit Agreement • October 12th, 1999 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs
EXHIBIT 99.4 June 13, 2000 Mr. Arthur W. Huge Via Facsimile and Hand Delivery Dear Art: This letter confirms the agreement between Walter Industries, Inc. (" Walter Industries" or the "Company") and you regarding the terms of your separation from...Walter Industries Inc /New/ • August 29th, 2000 • General bldg contractors - residential bldgs
550,000,000 CREDIT AGREEMENT by and among WALTER INDUSTRIES, INC. as Borrower,Credit Agreement • February 16th, 1996 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Florida
REGISTRATION RIGHTS AGREEMENT by and among WALTER ENERGY, INC., THE GUARANTORS party hereto and Morgan Stanley & Co. LLC, as representative of the Initial Purchasers (as defined herein) Dated as of March 27, 2013Registration Rights Agreement • March 27th, 2013 • Walter Energy, Inc. • Bituminous coal & lignite mining • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 22, 2013 (the “Purchase Agreement”), by and among the Company, the Guarantors and Morgan Stanley & Co. LLC, as representative of the Initial Purchasers, (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Securities (as defined below) (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.
Exhibit 10.23 EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT FOR GREGORY E. HYLAND Walter Industries, Inc. September 2005 CONTENTS Article 1. Definitions..................................................1 Article 2. Severance...Control Severance Agreement • September 12th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs
RIGHTS AGREEMENT WALTER ENERGY, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Dated as of April 24, 2009Rights Agreement • April 28th, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York
Rights Agreement, dated as of April 24, 2009 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Walter Energy, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
CREDIT AGREEMENT Dated as of April 17, 2003 among WALTER INDUSTRIES, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST BANK, as Syndication Agent and L/C Issuer, BNP PARIBAS and CREDIT...Credit Agreement • May 15th, 2003 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 17, 2003, among Walter Industries, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Syndication Agent and an L/C Issuer.
CREDIT AGREEMENT Dated as of October 3, 2005 among WALTER INDUSTRIES, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent and as a...Credit Agreement • October 5th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 3, 2005 among WALTER INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 99(b) AMENDMENT NO. 5 TO VARIABLE FUNDING LOAN AGREEMENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CUSTODIAN/COLLATERAL AGENT AGREEMENT AMENDMENT NO. 5 TO VARIABLE FUNDING LOAN AGREEMENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND...Collateral Agent Agreement • October 12th, 1999 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
RIGHTS AGREEMENT WALTER INDUSTRIES, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Dated as of November 21, 2008Rights Agreement • November 24th, 2008 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York
Rights Agreement, dated as of November 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Walter Industries, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
Executive Change-in-Control Severance AgreementControl Severance Agreement • March 16th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs
THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this day of , 2004 (hereinafter referred to as the “Effective Date”), by and between Walter Industries, Inc. (the “Company”), a Delaware corporation, and (the “Executive”).
150,000,000 AGGREGATE PRINCIPAL AMOUNT WALTER INDUSTRIES, INC. 3.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 Resale Registration Rights Agreement dated as of April 20, 2004Resale Registration Rights Agreement • July 15th, 2004 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 20, 2004, between Walter Industries, Inc., a Delaware corporation (together with any successor entity, herein referred to as the "Company"), and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (the "Initial Purchasers") under the Purchase Agreement (as defined below).
3.75% Convertible Senior Subordinated Notes due 2024Registration Rights Agreement • July 15th, 2004 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
INDENTURE dated as of April 20, 2004, between Walter Industries, Inc., a Delaware corporation (hereinafter called the "Company"), and The Bank of New York Trust Company, N.A., a national banking association, as trustee hereunder (hereinafter called the "Trustee").
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 6, 2009, AMONG WALTER INDUSTRIES, INC., JWH HOLDING COMPANY, LLC, WALTER INVESTMENT MANAGEMENT LLC AND HANOVER CAPITAL MORTGAGE HOLDINGS, INC.Agreement and Plan of Merger • February 10th, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • Maryland
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of February 6, 2009, is among Walter Industries, Inc., a Delaware corporation ("Walter"), JWH Holding Company, LLC, a Delaware limited liability company wholly-owned by Walter ("JWHHC"), Walter Investment Management LLC, a Delaware limited liability company wholly-owned by Walter ("Spinco"), and Hanover Capital Mortgage Holdings, Inc., a Maryland corporation ("Hanover") (Walter, JWHHC, Spinco and Hanover, collectively, the "Parties" and each a "Party").
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • January 27th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs
This Amendment No. 1 to Credit Agreement and Waiver (this “Agreement”) dated as of January 24, 2006 is made by and among MUELLER GROUP, LLC, a Delaware limited liability company (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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
This Agreement is made and entered into as of January 23, 2006 (the “Effective Date”), by and between Mueller Holding Company, Inc., a Delaware corporation (“HoldCo”), and Dale B. Smith (“Employee”).
Executive Change-in-Control Severance Agreement for [Name of Executive] Walter Energy, Inc. Adopted: [ ]Walter Energy, Inc. • February 29th, 2012 • Bituminous coal & lignite mining
THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made and entered into this [ ] day of [ ], 201[ ], by and between Walter Energy, Inc. (the “Company”), a Delaware corporation, and [ ] (the “Executive”), and will be effective as of the date the Executive’s employment with the Company commences.
Exhibit 10.3 March 2, 2005 Dear Don, You and the Board of Directors of Walter Industries, Inc. ("the Company") recently agreed on the terms of your retirement from the positions of Chairman, Chief Executive Officer and President of the Company. The...Walter Industries Inc /New/ • March 3rd, 2005 • General bldg contractors - residential bldgs
TAX SEPARATION AGREEMENTTax Separation Agreement • April 23rd, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York
THIS TAX SEPARATION AGREEMENT (this “Agreement”) dated as of April 17, 2009 is made and entered into by Walter Industries, Inc., a Delaware corporation (“Walter”) and the Walter Affiliates (as defined below), and Walter Investment Management LLC, a Delaware limited liability company (“Spinco”) and the Spinco Affiliates (as defined below).
WALTER ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.500% SENIOR NOTES DUE 2021Indenture • March 27th, 2013 • Walter Energy, Inc. • Bituminous coal & lignite mining • New York
INDENTURE dated as of March 27, 2013 among Walter Energy, Inc., a Delaware corporation, the Guarantors (as defined herein) and Union Bank, N.A., as trustee.
WALTER ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 11.0%/12.0% SENIOR SECURED SECOND LIEN PIK TOGGLE NOTES DUE 2020Indenture • April 1st, 2014 • Walter Energy, Inc. • Bituminous coal & lignite mining • New York
INDENTURE dated as of March 27, 2014, among Walter Energy, Inc., a Delaware corporation, the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee and collateral agent.
JOINT LITIGATION AGREEMENTJoint Litigation Agreement • December 20th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Delaware
THIS JOINT LITIGATION AGREEMENT is made between Walter Industries, Inc., a Delaware corporation (“WLT”), and Mueller Water Products, Inc., a Delaware corporation (“MWA”), and by each of them for their respective subsidiaries (together with WLT and MWA, the “Corporate Entity Parties”), and their respective affiliates, advisors, and agents, all to the extent reflected in this Agreement (the “Parties”), effective as of December 14, 2006 ( the “Spin-Off Date”).
SECOND AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENTVariable Funding Loan Agreement • March 1st, 2007 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
SECOND AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT (this “Loan Agreement”), dated as of June 15, 2006, by and among YC SUSI TRUST, a Delaware statutory trust (successor by assignment from Enterprise Funding Corporation, and together with its successors and assigns, a “Lender”), ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with its successors and assigns, a “Lender”), MID-STATE TRUST IX, a Delaware business trust, as borrower (the “Borrower”), TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, N.A., as custodian (the “Custodian”), THE BANK OF NEW YORK, a New York banking institution, as trustee (the “Trustee”), BANK OF AMERICA, N.A., a national banking association, as agent and a managing agent (in such capacities, the “Agent” and a “Managing Agent” and as a bank investor (in such capacity, a “Bank Investor”) and CALYON NEW YORK BRANCH, a French bank acting through its New York branch, as a managing agent (in such capacity, a “Managing Agent” an
Walter Industries, Inc. Walter Investment Management LLC FORM OF JOINT LITIGATION AGREEMENTJoint Litigation Agreement • April 23rd, 2009 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York
THIS JOINT LITIGATION AGREEMENT (this “Agreement”) is made between Walter Industries, Inc., a Delaware corporation (“WLT”), and Walter Investment Management LLC, a Delaware limited liability company (“WIMLLC” and, together with WLT, the “Principals”), and by each of them for their respective subsidiaries (the “Subsidiary Parties” and, together with the Principals, the “Parties”), and the Parties’ respective directors, officers, partners, employees, advisors, affiliates, representatives and agents (“Representatives”), all to the extent reflected in this Agreement, effective as of April 17, 2009 (the “Distribution Date”).
WALTER INDUSTRIES, INC. 2,800,000 SHARES OF COMMON STOCK Underwriting Agreement dated June 10, 2008Underwriting Agreement • June 11th, 2008 • Walter Industries Inc /New/ • Bituminous coal & lignite mining • New York
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 1st, 2013 • Walter Energy, Inc. • Bituminous coal & lignite mining • Delaware
THIS AGREEMENT (the “Agreement”), effective as of DATE (the “Grant Date”), is made by and between Walter Energy, Inc., a Delaware corporation (the “Company”), and Employee Name, an Employee of the Company (or one of its Subsidiaries, as defined herein), hereinafter referred to as the “Optionee”.
Indemnification AgreementIndemnification Agreement • February 29th, 2012 • Walter Energy, Inc. • Bituminous coal & lignite mining • Delaware
WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable persons available;
SECOND-LIEN NOTES COLLATERAL AGREEMENT dated as of March 27, 2014 among WALTER ENERGY, INC. CERTAIN SUBSIDIARIES OF WALTER ENERGY, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as COLLATERAL AGENTNotes Collateral Agreement • April 1st, 2014 • Walter Energy, Inc. • Bituminous coal & lignite mining
