EXHIBIT 1.1(C)
[FORM OF SUPPLEMENT]
SUPPLEMENT TO NOTE PURCHASE AGREEMENT
THIS SUPPLEMENT is entered into as of [ ], [ ] (this "Supplement") between
CARRIAGE SERVICES, INC., a Delaware corporation (the "COMPANY"), and the
Purchasers listed in the attached Schedule A (the "PURCHASERS").
R E C I T A L S
A. The Company has entered into a Note Purchase Agreement dated as of July
1, 1999 with the purchasers listed in Schedule A thereto [and one or more
supplements or amendments thereto] (as heretofore amended and supplemented, the
"NOTE PURCHASE AGREEMENT"); and
B. The Company desires to issue and sell, and the Purchasers desire to
purchase, an additional series of Notes (as defined in the Note Purchase
Agreement) pursuant to the Note Purchase Agreement and in accordance with the
terms set forth below;
NOW, THEREFORE, the Company and the Purchasers agree as follows:
1. AUTHORIZATION OF THE NEW SERIES OF NOTES. The Company has authorized
the issue and sale of $[ ] aggregate principal amount of Notes to be designated
as its [__]% Senior Notes, Series [ ], due [ ], [ ] (the "SERIES [ ] NOTES",
such term to include any such Notes issued in substitution therefor pursuant to
Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be
substantially in the form set out in Exhibit 1, with such changes therefrom, if
any, as may be approved by you and the Company.
2. SALE AND PURCHASE OF SERIES [ ] NOTES. Subject to the terms and
conditions of this Supplement and the Note Purchase Agreement, the Company will
issue and sell to each of the Purchasers, and the Purchasers will purchase from
the Company, at the Closing provided for in Section 3, Series [ ] Notes in the
principal amount specified opposite their respective names in Schedule A at the
purchase price of 100% of the principal amount thereof. The obligations of the
Purchasers hereunder are several and not joint obligations and no Purchaser
shall have any liability to any Person for the performance or non-performance by
any other Purchaser hereunder.
3. CLOSING. The sale and purchase of the Series [ ] Notes to be purchased
by the Purchasers shall occur at the offices of Xxxxxxx, Carton & Xxxxxxx,
Quaker Tower, Suite 3400, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at
9:00 a.m., Chicago time, at a closing (the "CLOSING") on [ ], [ ] or on such
other Business Day thereafter on or prior to [ ], [ ] as
Exhibit 1.1(c)
may be agreed upon by the Company and the Purchasers. At the Closing the Company
will deliver to each Purchaser the Series [ ] Notes to be purchased by it in the
form of a single Note (or such greater number of Series [ ] Notes in
denominations of at least $500,000 as such Purchaser may request) dated the date
of the Closing and registered in its name (or in the name of its nominee),
against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
[__________] at [_________________] Bank, [INSERT BANK ADDRESS, ABA NUMBER FOR
WIRE TRANSFERS, AND ANY OTHER RELEVANT WIRE TRANSFER INFORMATION]. If at the
Closing the Company shall fail to tender such Series [ ] Notes to a Purchaser as
provided above in this Section 3, or any of the conditions specified in Section
4 of the Note Purchase Agreement, as modified or expanded by Section 4 hereof,
shall not have been fulfilled to such Purchaser's satisfaction, such Purchaser
shall, at its election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights it may have by reason of such
failure or such nonfulfillment.
4. CONDITIONS TO CLOSING. Each Purchasers obligation to purchase and pay
for the Series [ ] Notes to be sold to it at the Closing is subject to the
fulfillment to its satisfaction, prior to or at the Closing, of the conditions
set forth in Section 4 of the Note Purchase Agreement, as hereafter modified,
and to the following additional conditions:
[Set forth any modifications and additional conditions.]
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Purchasers that each of the representations and warranties
contained in Section 5 of the Note Purchase Agreement is true and correct as of
the date hereof (i) except that all references to "Purchaser" and "you" therein
shall be deemed to refer to the Purchasers hereunder, all references to "this
Agreement" shall be deemed to refer to the Note Purchase Agreement as
supplemented by this Supplement, all references to "Notes" therein shall be
deemed to include the Series [ ] Notes, and (ii) except for changes to such
representations and warranties or the Schedules referred to therein, which
changes are set forth in the attached Schedule 5.
6. REPRESENTATIONS OF THE PURCHASERS. Each Purchaser confirms to the
Company that the representations set forth in Section 6 of the Note Purchase
Agreement are true and correct as to such Purchaser.
7. MANDATORY PREPAYMENT OF THE SERIES [ ] NOTES. [The Series [ ] Notes are
not subject to mandatory prepayment by the Company.] [On [ ], [ ] and on each
[ ] thereafter to and including [ ], [ ] the Company will prepay $[ ] principal
amount (or such lesser principal amount as shall then be outstanding) of the
Series [ ] Notes at par and without payment of the Make-Whole Amount or any
premium.]
8. APPLICABILITY OF NOTE PURCHASE AGREEMENT. Except as otherwise expressly
provided herein (and expressly permitted by the Note Purchase Agreement), all of
the provisions of the Note Purchase Agreement are incorporated by reference
herein and shall apply to the Series [ ] Notes as if expressly set forth in this
Supplement.
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Exhibit 1.1(c)
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Supplement to be executed and delivered as of the date set forth above.
CARRIAGE SERVICES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
[ADD PURCHASER SIGNATURE BLOCKS]
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Exhibit 1.1(c)
SCHEDULE A
TO SUPPLEMENT
INFORMATION RELATING TO PURCHASERS
Principal Amount of Series
NAME AND ADDRESS OF PURCHASER [ ] NOTES TO BE PURCHASED
[NAME OF PURCHASER] $
(1) All payments by wire transfer
of immediately available
funds to:
with sufficient information
to identify the source and
application of such funds.
(2) All notices of payments and
written confirmations of such
wire transfers:
(3) All other communications:
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Exhibit 1.1(c)
SCHEDULE 5
TO SUPPLEMENT
EXCEPTIONS TO REPRESENTATIONS
AND WARRANTIES
5
Exhibit 1.1(c)
EXHIBIT 1 TO
SUPPLEMENT
[FORM OF SERIES [ ] NOTE]
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Exhibit 1.1(c)
