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EXHIBIT 99.4
AGREEMENT AND THIRD AMENDMENT
TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY A)
THIS AGREEMENT AND THIRD AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY A) (this "Amendment") dated as of
November 2, 1999 is among:
(a) SERVICE CORPORATION INTERNATIONAL, a Texas corporation
(the "Company");
(b) the banks and other financial institutions listed on the
signature pages hereof, (collectively, the "Banks"); and
(c) THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Banks (in such capacity, the "Administrative
Agent").
PRELIMINARY STATEMENT
The Company, the Banks, the Administrative Agent and the
Co-Agents (defined therein), are parties to a Competitive Advance and Revolving
Credit Facility Agreement (Facility A) dated as of June 27, 1997, as amended
pursuant to an Agreement and First Amendment to Competitive Advance and
Revolving Credit Facility Agreement (Facility A) dated as of June 26, 1998 and
an Agreement and Second Amendment to Competitive Advance and Revolving Credit
Facility Agreement (Facility A) dated as of June 25, 1999 (said Competitive
Advance and Revolving Credit Facility Agreement (Facility A), as so amended,
being the "Credit Agreement"). All capitalized terms defined in the Credit
Agreement and not otherwise defined herein shall have the same meanings herein
as in the Credit Agreement. The Company, the Banks and the Administrative Agent
have agreed, upon the terms and conditions specified herein, to amend the Credit
Agreement as hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Banks and the
Administrative Agent hereby agree as follows:
SECTION 1. Amendments to Section 1.01 of the Credit Agreement.
(a) The definitions of the term "Consolidated Net Income" and
contained in Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
FACILITY A
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"'Consolidated Net Income' means, for any period, the net
income of the Company and its Subsidiaries for such period (taken as a
cumulative whole), determined on a consolidated basis in accordance
with GAAP and adjusted to exclude (a) net after-tax extraordinary gains
or losses, (b) restructuring charges, and (c) the cumulative effect of
any changes in accounting principles.
(b) The following defined terms are hereby added to Section
1.01 of the Credit Agreement:
(i) "Applicable Percentage" means, for any day, (a) with
respect to any Eurodollar Loan, the applicable percentage set
forth below under the caption "Eurodollar Spread" and (b) with
respect to the Facility Fee, the applicable percentage set
forth below under the caption "Facility Fee Rate", in each
case determined by reference to the highest level applicable
based upon the ratings by S&P and Xxxxx'x in effect on such
date for the Index Debt:
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0
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Ratings >=BBB and >=BBB- and >=BB+ and =Baa2 >=Baa3 >=Ba1
