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EXHIBIT 99.6
AGREEMENT AND FIRST AMENDMENT
TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY B)
THIS AGREEMENT AND FIRST AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY B) (this "Amendment") dated as of
November 2, 1999 is among:
(a) SERVICE CORPORATION INTERNATIONAL, a Texas corporation
(the "Company");
(b) SERVICE CORPORATION INTERNATIONAL, PLC, SERVICE
CORPORATION INTERNATIONAL AUSTRALIA PTY LIMITED, 61102 SASKATCHEWAN LTD., SCI
INTERNATIONAL LIMITED and SCI NEDERLAND, B.V. (formerly FONTINA INVESTMENTS
B.V.), (collectively, the "Borrowing Subsidiaries");
(c) the banks and other financial institutions listed on the
signature pages hereof, (collectively, the "Banks"); and
(d) THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Banks (in such capacity, the "Administrative
Agent").
PRELIMINARY STATEMENT
The Company, the Borrowing Subsidiaries, the Banks, the
Administrative Agent and the Co-Agents (defined therein), are parties to a
Competitive Advance and Revolving Credit Facility Agreement (Facility B) dated
as of June 27, 1997 (said Competitive Advance and Revolving Credit Facility
Agreement (Facility B) being the "Credit Agreement"). All capitalized terms
defined in the Credit Agreement and not otherwise defined herein shall have the
same meanings herein as in the Credit Agreement. The Company, the Banks and the
Administrative Agent have agreed, upon the terms and conditions specified
herein, to amend the Credit Agreement as hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Banks and the
Administrative Agent hereby agree as follows:
FACILITY B
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SECTION 1. Amendments to Section 1.01 of the Credit Agreement.
(a) The terms "Applicable Differential" and "Applicable Fee
Percentage" and the respective definitions thereof are hereby deleted from the
Credit Agreement.
(b) The definitions of the term "Consolidated Net Income"
contained in Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"'Consolidated Net Income' means, for any period, the net
income of the Company and its Subsidiaries for such period (taken as a
cumulative whole), determined on a consolidated basis in accordance
with GAAP and adjusted to exclude (a) net after-tax extraordinary gains
or losses, (b) restructuring charges, and (c) the cumulative effect of
any changes in accounting principles.
(b) The following defined terms are hereby added to Section
1.01 of the Credit Agreement:
(i) "Applicable Percentage" means, for any day, (a) with
respect to any Eurodollar Loan, the applicable percentage set forth
below under the caption "Eurodollar Spread" and (b) with respect to the
Facility Fee, the applicable percentage set forth below under the
caption "Facility Fee Rate", in each case determined by reference to
the highest level applicable based upon the ratings by S&P and Xxxxx'x
in effect on such date for the Index Debt:
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0
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Ratings >=BBB and >=BBB- and >=BB+ and =Baa2 >=Baa3 >=Ba1
