EXHIBIT 10.2
AMENDMENT NO. 2
This Amendment No. 2 dated as of September 20, 1999 ("Agreement"), is
among Carriage Services, Inc., a Delaware corporation (the "Borrower"), the
lenders signatory to the Credit Agreement described below (the "Lenders"), and
Bank of America, N.A., as administrative agent (the "Administrative Agent") for
the Lenders.
INTRODUCTION
Reference is made to the Credit Agreement dated as of June 14, 1999 (as
modified, the "Credit Agreement"), among the Borrower, the Lenders, and
NationsBank, N.A. d/b/a Bank of America, N.A., predecessor in interest to the
Administrative Agent. The Borrower, the Lenders, and the Administrative Agent
have agreed to increase the amount of the Commitments under the Credit Agreement
to $260,000,000 by increasing the Commitment of Xxxxx Fargo Bank (Texas),
National Association from $15,000,000 to $25,000,000, and to make other
amendments to the Credit Agreement as set forth herein in connection therewith.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Administrative Agent, 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) The Commitment of Xxxxx Fargo Bank (Texas), National Association shall
be increased to $25,000,000 such that upon the effectiveness of this Agreement,
the Commitments of each Lender shall be those set forth for such Lender on the
signature pages of this Agreement, and the aggregate amount of such Commitments
shall be $260,000,000. The effective date for this increase shall be October 1,
1999, and following the effectiveness of this Agreement and as of such date, (a)
the Administrative Agent shall record such increased Commitment in the Register
and (b) the Administrative Agent shall reallocate all outstanding Advances and
all participation interests in Letters of Credit, if any, so that the Lenders
hold such Advances and participation interests in Letters of Credit ratably in
accordance with their Commitments.
(b) The following definition of "Amendment No. 2" is added to Section 1.1
of the Credit Agreement in the appropriate alphabetical order:
"AMENDMENT NO. 2" means the Amendment No. 2 dated as of
September 20, 1999, among the Borrower, the Administrative Agent,
and the Lenders amending the terms of this Agreement.
(c) Section 2.01 is amended by replacing the first sentence of such
section in its entirety with the following:
Section 2.01. COMMITMENT TO MAKE ADVANCES. Each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make
Advances to the Borrower from time-to-time on any Business Day during the
period from the date of this Agreement until the Maturity Date in an
aggregate amount not to exceed at any time outstanding (a) the amount set
opposite such Lender's name on the signature pages of Amendment No. 2 as
its Commitment, or if such Lender has entered into any Assignment and
Acceptance, the amount set forth for such Lender as its Commitment in the
Register maintained by the Administrative Agent pursuant to Section
9.06(c), as such amount may be reduced pursuant to Section 2.05 (such
Lender's "Commitment") LESS (b) such Lender's Pro Rata Share of the Letter
of Credit Exposure at such time LESS (c) such Lender's Pro Rata Share of
the Swing Line Loan at such time.
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 proceedings, (b) this Agreement constitutes legal,
valid, and binding obligation of the Borrower enforceable against the Borrower
in accordance with its 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.
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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 the
Administrative Agent's or any 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.
Section 5. EFFECTIVENESS. The effectiveness of the amendments in Section 1
of this Agreement are subject to the satisfaction of the condition precedent
that the Borrower shall have delivered or shall have caused to be delivered the
documents and other items listed on the Closing Documents List dated as of even
date with this Agreement, each in form and with substance satisfactory to the
Administrative Agent and where applicable executed by the appropriate parties
thereto. Subject to the foregoing, 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 Administrative Agent shall have received
duly and validly executed counterparts hereof signed by the Borrower, the
Administrative Agent, and the Lenders.
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, and may be executed and
delivered by telecopier.
[Signatures begin on next page]
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THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS
AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
EXECUTED as of the date first above written.
BORROWER:
CARRIAGE SERVICES, INC.
By:_________________________________________
Xxxxxx X. Xxxxxxxxx, Executive Vice
President and Chief Financial
Officer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.
By:_________________________________________
Xxxxx X. Xxxx
Senior Vice President
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LENDERS:
BANK OF AMERICA, N.A.
COMMITMENT: By:_________________________________________
Xxxxx X. Xxxx
$40,000,000 Senior Vice President
PROVIDENT SERVICES, INC.
COMMITMENT: By:_________________________________________
Xxxxxx X. Xxxxx
$50,000,000 Vice President
BANK ONE, TEXAS, NA
COMMITMENT: By:_________________________________________
Name:_______________________________________
$40,000,000 Title:______________________________________
FIRST UNION NATIONAL BANK
COMMITMENT: By:_________________________________________
Name:_______________________________________
$20,000,000 Title:______________________________________
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CHASE BANK TEXAS, N.A.
COMMITMENT: By:_________________________________________
Name:_______________________________________
$35,000,000 Title:______________________________________
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
COMMITMENT: By:_________________________________________
Name:_______________________________________
$25,000,000 Title:______________________________________
UNION BANK OF CALIFORNIA, N.A.
COMMITMENT: By:_________________________________________
Name:_______________________________________
$15,000,000 Title:______________________________________
SUNTRUST BANK, ATLANTA
COMMITMENT: By:_________________________________________
Name:_______________________________________
$25,000,000 Title:______________________________________
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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XXXXXXXXX XXXX XX XXXXX, N.A.
COMMITMENT: By:_________________________________________
Name:_______________________________________
$10,000,000 Title:______________________________________
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