February 23, 2006 Walter Industries, Inc.

Exhibit 10.1

February 23, 2006

Xxxxxx Industries, Inc.

0000 Xxxx Xxx Xxxxx Xxxxxxxxx

Tampa, Florida 33607

Attention:  General Counsel

Xxxxxxx Water Products, Inc.

0000 Xxxx Xxx Xxxxx Xxxxxxxxx

Tampa, Florida 33607

Attention: Xxxxxxx X. Xxxxxx

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of June 17, 2005 (as amended, the “Merger Agreement”) among Xxxxxxx Water Products, Inc., Xxxxxx Industries, Inc., JW MergerCo, Inc. and DLJ Merchant Banking II, Inc., as the Stockholders’ Representative. Capitalized terms used but not defined herein shall have the meanings specified in the Merger Agreement.

Following the delivery of the Closing Statements by the Surviving Corporation, and delivery of a notice of disagreement therewith by the Stockholders’ Representative, the parties hereto have resolved all disputed items and amounts required to determine Final Closing Cash and Final Working Capital and have agreed that the Shortfall Amount is $10,527,000. Accordingly, the parties hereto have agreed that in accordance with the Escrow Agreement, an officer of Buyer and an officer of the Stockholders’ Representative shall, contemporaneously with the execution of this letter agreement, execute and deliver the notice attached as Annex A hereto to the Escrow Agent, to direct the Escrow Agent to release and distribute all funds remaining in the Escrow Account in accordance with the instructions set forth on such notice.

Upon the completion of the payments set forth above, the parties confirm that all obligations of the parties under Sections 2.12 and 2.13 of the Merger Agreement shall have been performed and satisfied in full.

This letter agreement shall not constitute an amendment or waiver of any term or condition of the Merger Agreement or any other Transaction Agreement, and all of such terms and conditions shall remain in full force and effect. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and performed entirely in such state. This letter agreement may be signed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

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

	DLJ MERCHANT BANKING II, INC.,
	as the Stockholders’ Representative
	By:	/s/ XXXXXXX X. XXXXXX
		Name: Xxxxxxx X. Xxxxxx
		Title:   Vice President

Agreed and Acknowledged

XXXXXX INDUSTRIES, INC.
By:	/s/  XXXXXX X. XXXX
	Name: Xxxxxx X. Xxxx
	Title:   Senior Vice President
XXXXXXX WATER PRODUCTS, INC.
By:	/s/  XXXXXX X. XXXXXXX
	Name: Xxxxxx X. Xxxxxxx
	Title:   Vice President

Annex A

February 23, 2006

The Bank of New York

000 Xxxxxxx Xxxxxx - 0X/Xxxxxx

New York, NY 10286

Attention:  Xxxxxx Xxxxxxx

Ladies and Gentlemen:

Reference is made to the Escrow Agreement dated as of October 3, 2005 among Xxxxxxx Water Products, Inc., Xxxxxx Industries, Inc., DLJ Merchant Banking II, Inc., as the Stockholders’ Representative, and The Bank of New York (the “Escrow Agreement”). Capitalized terms used but not defined herein shall have the meanings specified in the Escrow Agreement. This certificate is executed by Xxxxx and the Stockholders’ Representative pursuant to Section 5(a) of the Escrow Agreement.

The Escrow Agent is xxxxxx directed to promptly release and deliver all funds remaining in the Escrow Account as follows:

a) $11,223,543.07, plus 26.975% of all interest earned on the Escrow Amount to the date of payment, to the Stockholders’ Representative, who shall distribute such amount to the DLJ Entities in accordance with the provisions of the Merger Agreement:

Bank:		Citibank, N.A.
		000 Xxxx Xxxxxx
		New York, NY 10036
ABA:  000000000
Account Name:  DLJ Merchant Banking II, Inc.
Account Number:  00000000
Reference:  Xxxxxxx Water Products

b) $3,228,793.03, plus 7.760% of all interest earned on the Escrow Amount to the date of payment, to the Company, which shall distribute such amount to the Stockholders and holders of Company Warrants (in each case, other than the DLJ Entities), subject to the deduction of the applicable withholding taxes, in accordance with the provisions of the Merger Agreement:

Bank:		Mellon Bank
		Pittsburgh, PA
ABA:		000000000
Account Name:  Xxxxxxx Water Products, Inc.
Account Number: 077-1243

c) $20,663.90 to Xxxxx Xxxx & Xxxxxxxx in respect of Transaction Expenses incurred after the Effective Time (in each case, as defined in the Merger Agreement); and

Bank:		JPMorgan Chase Bank
		000 Xxxxxxx Xxxxxxxxxx Xx.
		Newark, DE  19713
ABA:  021 000021
Account Name:  Xxxxx Xxxx & Xxxxxxxx
Account Number:  001533316
Reference:  Xxxxxxx Water Products 14530/006

d) $10,527,000, plus 65.265% of all interest earned on the Escrow Amount to the date of payment, to:

Bank:		Bank of America
		Charlotte, NC
ABA:		000000000
Account Name:  Xxxxxx Industries, Inc.
Account Number:  3750658039

The Escrow Agreement shall terminate in accordance with its terms when the Escrow Agent shall have released all amounts in the Escrow Account pursuant to the instructions set forth above.

[Signature Page Follows]

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

	DLJ MERCHANT BANKING II, INC.,
	as the Stockholders’ Representative
	By:		/s/ XXXXXXX X. XXXXXX
				Name:	Xxxxxxx X. Xxxxxx
				Title:	Vice President
	XXXXXX INDUSTRIES, INC.
	By:	/s/ XXXXXX X. XXXX
				Name:	Xxxxxx X. Xxxx
				Title:	Senior Vice President