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").
