EXHIBIT 4.8
WAIVER OF REGISTRATION RIGHTS
This Waiver of Registration Rights is entered into and effective as of June
27, 2002, by and between Alderwoods Group, Inc. (the "Company") and GSCP
Recovery, Inc. and GSC Recovery II, L.P. (collectively "GSCP").
RECITALS
A. Pursuant to the Fourth Amended Joint Plan of Reorganization of Xxxxxx
Group International, Inc., Its Parent Corporation and Certain of Their Debtor
Subsidiaries, dated as of September 10, 2001 (as modified, the "Plan"), Xxxxxx
Xxxxxx & Co., Franklin Mutual Advisers, LLC, GSCP and Oaktree Capital
Management, LLC (collectively, the "Eligible Holders") each received
distributions or otherwise became the beneficial owners of certain of the
Company's 11% Senior Secured Notes due 2007 and 12 1/4% Senior Notes due 2009
(collectively, the "Registrable Notes") and certain shares of the Company's
common stock, par value $0.01 per share (the "Registrable Shares"), as well as
certain of the Company's 12 1/4% Senior Notes due 2004, which were subsequently
redeemed in full.
B. Pursuant to the Debt Registration Rights Agreement by and among the
Company and the Eligible Holders, dated as of January 2, 2002 (the "Debt
Registration Rights Agreement"), the Company has agreed to provide for the
registration of the sale of the Registrable Notes by the Eligible Holders and
certain of their transferees on the terms set forth in the Debt Registration
Rights Agreement.
C. Pursuant to the Equity Registration Rights Agreement by and among the
Company and the Eligible Holders, dated as of January 2, 2002 (the "Equity
Registration Rights Agreement"), the Company has agreed to provide for the
registration of the sale of the Registrable Shares by the Eligible Holders and
certain of their transferees on the terms set forth in the Equity Registration
Rights Agreement.
D. The Company has offered to, and did include, the Registrable Notes and
Registrable Shares of GSCP as securities to be registered in the Registration
Statement on Form S-1 initially filed with the Securities and Exchange
Commission (the "SEC") by the Company on April 1, 2002 (as amended, the "Shelf
Registration Statement").
E. The Shelf Registration Statement has not yet become effective, pursuant
to the Securities Act of 1933, as amended (the "Securities Act").
F. GSCP now desires to remove its Registrable Notes from the Shelf
Registration Statement and waive any rights it may have under the Debt
Registration Rights Agreement to cause the Company to effect the registration of
such Registrable Notes.
G. GSCP and the Company acknowledge that it will take time to modify the
Shelf Registration Statement to reflect the removal of GSCP's Registrable Notes
and, accordingly,
GSCP has further agreed to waive any rights that it may have under the
Equity Registration Rights Agreement if the Shelf Registration Statement does
not become effective pursuant to the Securities Act within 90 days after the
date on which the Shelf Registration Statement was initially filed with the
SEC.
NOW, THEREFORE, in accordance with Section 9.5 of the Debt Registration
Rights Agreement and Section 9.5 of the Equity Registration Rights Agreement and
in consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. As promptly as reasonably practicable, the Company will file a
pre-effective amendment to the Shelf Registration Statement that will
remove GSCP's Registrable Notes as securities to be registered
thereunder.
2. GSCP hereby waives all of its rights under the Debt Registration
Rights Agreement.
3. GSCP hereby waives any rights that it may have under the Equity
Registration Rights Agreement if the Shelf Registration Statement is
not declared effective within 90 calendar days after the date on which
it was initially filed with the SEC, provided that the Company uses
its reasonable best efforts to cause the Shelf Registration Statement
to be declared effective within 120 calendar days after the date on
which the Shelf Registration Statement was initially filed with the
SEC.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed as of the date first written above.
ALDERWOODS GROUP, INC.
By: /s/ XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx, Senior Vice President,
Legal and Compliance
GSCP RECOVERY, INC.
By: /S/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
GSC RECOVERY II, L.P.
By: GSC Recovery II GP, L.P.,
its general partner
By: GSC RII, LLC,
its general partner
By: GSCP (NJ) Holdings, L.P.,
its sole member
By: GSCP (NJ), Inc.
its general partner
By: /s/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
