AMENDMENT NO. 1
This Amendment No. 1 dated as of March 28, 1997 ("Agreement"), is among
Carriage Services, Inc., a Delaware corporation (the "Borrower"), NationsBank of
Texas, N.A., as administrative agent (the "Administrative Agent"), Provident
Services, Inc., as documentation agent (together with the Administrative Agent,
the "Agents"), and the lenders signatory hereto (the "Lenders").
INTRODUCTION
The Borrower, the Agents, and the Lenders are parties to the Credit
Agreement dated as of August 13, 1996 (the "Credit Agreement") among the
Borrower, the Lenders, and the Agents. The Borrower has requested that the
Agents and the Lenders make certain amendments to the Credit Agreement in
connection with certain potential Acquisitions contemplated by the Borrower.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Agents and the Lenders hereby agree as
follows:
Section 1. Definitions; References. Unless otherwise defined in this
Agreement, each term used in this Agreement which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendment.
(a) Section 6.01 of the Credit Agreement is amended by deleting in its
entirety subparagraph (e) of such Section and replacing such subparagraph with
the following:
(e) existing on Property acquired by the Borrower or any of its
Subsidiaries prior to its acquisition of such Property or existing on
Property of a newly acquired Subsidiary prior to the Borrower's or any
other Subsidiary's acquisition of stock of such newly acquired Subsidiary;
provided, however, that the aggregate principal amount of the indebtedness
secured by the Liens permitted by this paragraph (e) shall not, when
combined with the aggregate principal amount of indebtedness secured by
Liens permitted by paragraph (f) of this Section 6.01, exceed $1,500,000;
(b) Section 6.01 of the Credit Agreement is amended by deleting in its
entirety subparagraph (f) of such Section and replacing such subparagraph with
the following:
(f) in connection with any Acquisition permitted under Section 6.07
hereof, purchase money liens or purchase money security interests upon or
in any Property acquired or held by the Borrower or any of its
Subsidiaries to secure the purchase price of such Property or to secure
indebtedness incurred solely for the purpose of financing the acquisition
of such Property, provided that the aggregate principal amount of the
indebtedness secured by the Liens permitted by this paragraph (f) shall
not, when combined with the aggregate principal amount of indebtedness
secured by Liens permitted by paragraph (e) of this Section 6.01, exceed
$1,500,000;
(c) Exhibit H to the Credit Agreement is deleted therefrom, and Exhibit H
attached hereto is substituted in lieu thereof.
Section 3. Representations and Warranties. The Borrower represents and
warrants that (a) the execution, delivery and performance of this Agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceed ings, (b) this Agreement constitutes legal,
valid, and binding obligations of the Borrower enforceable in accordance with
their terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity, and (c) upon the effectiveness of
this Agreement and the amendment of the Credit Documents as provided for herein,
no Event of Default shall exist under the Credit Documents and there shall have
occurred no event which with notice or lapse of time would become an Event of
Default under the Credit Documents, as amended.
Section 4. Effect on Credit Documents. Except as amended herein, the
Credit Agreement and all other Credit Documents remain in full force and effect
as originally executed. Nothing herein shall act as a waiver of any Agent's or
Lender's rights under the Credit Documents as amended, including the waiver of
any default or event of default, however denominated. The Borrower must continue
to comply with the terms of the Credit Documents, as amended. This Agreement is
a Credit Document for the purposes of the provisions of the other Credit
Documents. Without limiting the foregoing, any breach of representations,
warranties, and covenants under this Agreement may be a default or event of
default under the other Credit Documents.
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Section 5. Effectiveness. This Agreement shall become effective and the
Credit Agreement shall be amended as provided in this Agreement effective on the
date first set forth above when the Borrower and the Majority Lenders shall have
duly and validly executed originals of this Agreement and delivered the same to
the Administrative Agent.
Section 6. Miscellaneous. The miscellaneous provisions of the Credit
Agreement apply to this Agreement. This Agreement may be signed in any number of
counterparts, each of which shall be an original.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS
AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the date first above written.
BORROWER:
CARRIAGE SERVICES, INC.
By:/s/XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx
Executive Vice President and
Chief Financial Officer
AGENTS AND LENDERS:
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent and as a Lender
By:/s/XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Vice President
PROVIDENT SERVICES, INC.,
as Documentation Agent and as a Lender
By:/s/XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Vice President
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XXXX XXX, XXXXX, N.A.
By:/s/H. XXXX XXXXX
H. Xxxx Xxxxx
Vice President
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