0001047469-04-023408 Sample Contracts

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, 2004
Resale 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).

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3.75% Convertible Senior Subordinated Notes due 2024
Indenture • 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").

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