EXHIBIT 4.9
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 Oaktree
Capital Management, LLC, as agent and on behalf of certain funds and accounts
("Oaktree").
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 Recovery, Inc., GSC Recovery
II, L.P. and Oaktree (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 Oaktree 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. Oaktree 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. Oaktree and the Company acknowledge that it will take time to modify the
Shelf Registration Statement to reflect the removal of Oaktree's Registrable
Notes and, accordingly,
Oaktree 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 Oaktree's Registrable Notes as securities to be registered
thereunder.
2. Oaktree hereby waives all of its rights under the Debt Registration
Rights Agreement.
3. Oaktree 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
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Xxxxx Xxxxxx, Senior Vice President,
Legal and Compliance
OAKTREE CAPITAL MANAGEMENT, LLC,
as agent on behalf of certain funds
and accounts
By: /s/ XXXXXXX XXXXX
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
By: /s/ XXXXXXX XXXX
------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President, Legal
