Second Amendment to Contingent Asset Sale Agreement
Exhibit 10.23
Second Amendment to Contingent Asset Sale Agreement
This Second Amendment to Contingent Asset Sale Agreement is made effective February 26, 2007
by and between Alderwoods Group (California), Inc., a California corporation (“Seller”), and
Carriage Cemetery Services, Inc., a Texas corporation (“Buyer”);
WHEREAS, SCI Funeral Services, Inc. (“SCI Funeral Services”) and the Buyer entered into an
Contingent Asset Sale Agreement dated November 22, 2006 (the “Agreement”); and
WHREAS, the Seller executed a Seller Joinder assuming all obligations of the Seller under the
Agreement, whereupon SCI Funeral Services was released therefrom; and
WHEREAS, the parties amended the Agreement pursuant to the First Amendment dated January 22,
2007; and
WHEREAS, Seller and Buyer wish to further amend the Agreement in the manner set forth below;
NOW THEREFORE, in consideration of the premises and agreements herein contained, the Parties,
intending to be legally bound, hereby agree to amend certain sections of the Agreement as follows:
1. The references to “March 15, 2007” in Sections 2.1 and 9.1(b)(vii) of the Agreement are
hereby amended to read “March 30, 2007.”
2. The references to “February 28, 2007” in Sections 9.1(b)(iii) and 9.1(c)(iii) of the
Agreement are hereby amended to read “March 21, 2007.”
3. Except as hereinabove specifically amended, the Agreement is and shall remain in full force
and effect according to its terms and conditions, all of which are hereby ratified and confirmed by
the parties.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Second Amendment to
Contingent Asset Sale Agreement on the date and year first above mentioned.
| BUYER: | SELLER: | |||||||||
| Carriage Cemetery Services, Inc. | Alderwoods Group (California), Inc. | |||||||||
By:
|
/s/ X. Xxxxx Xxxxxx
|
By: | /s/ Xxxx X. Xxxxxx
|
|||||||
SCI California Funeral Services, Inc., Guarantor of Seller’s obligations under the Agreement,
hereby joins in the execution of this Second Amendment to acknowledge the amendments to the
Agreement made hereby.
| SCI California Funeral Services, Inc. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, Vice President | ||||
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