EXHIBIT 4.7
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 Franklin
Mutual Advisers, LLC ("Franklin").
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, GSCP Recovery, Inc., GSC Recovery II, L.P. 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 Franklin 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").
X. Xxxxxxxx now desires to remove its Registrable Notes and Registrable
Shares from the Shelf Registration Statement and waive any rights it may have
under the Debt Registration Rights Agreement or the Equity Registration Rights
Agreement to cause the Company to effect the registration of such Registrable
Notes and Registrable Shares.
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 Franklin's Registrable Notes and Registrable Shares as
securities to be registered thereunder.
2. Franklin hereby waives all of its rights under the Debt Registration
Rights Agreement.
3. Franklin hereby waives all of its rights under the Equity Registration
Rights Agreement.
[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
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Xxxxx Xxxxxx, Senior Vice President,
Legal and Compliance
FRANKLIN MUTUAL ADVISERS, LLC
By: /s/ XXXXXXX XXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
