EXHIBIT 10.15
AMENDMENT NO. 5 TO FINANCING AGREEMENT
THIS AMENDMENT NO. 5 TO FINANCING AGREEMENT dated as of November ___,
2002 (this "AMENDMENT") is by and among ALDERWOODS GROUP, INC., a Delaware
corporation ("BORROWER"), CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation ("CIT"), for itself as Lender, and as Agent for the Lenders
("Agent"), FLEET CAPITAL CORPORATION, as a Lender, and the Credit Parties to
the Financing Agreement listed on Annex A thereto ("CREDIT PARTIES").
W I T N E S S E T H :
WHEREAS, Borrower, Credit Parties, Agent, and Lenders are parties to
that certain Financing Agreement dated as of January 2, 2002 (as amended,
restated or otherwise modified prior to date hereof, the "FINANCING
AGREEMENT"; capitalized terms used herein shall have the meanings assigned to
such terms in the Financing Agreement as amended hereby unless otherwise
defined herein);
WHEREAS, Borrower, Credit Parties, Agent, and Lenders desire to amend
the Financing Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties hereto hereby agree as follows:
1. GENERAL AMENDMENTS.
(a) The definitions of "Fiscal Monthly Period", "Line of Credit",
"Obligations" and "Termination Date" in Section 1 of the Financing Agreement
are hereby amended and restated as follows:
"FISCAL MONTHLY PERIOD shall mean, for Borrower and its Subsidiaries,
a reference to one of the thirteen (13) four-week fiscal periods in which
Borrower's and its Subsidiaries' Fiscal Year is divided; PROVIDED that the
first Fiscal Monthly Period in Fiscal Year 2002 shall commence on January
2, 2002 and end on January 26, 2002, which shall constitute less than a
four-week period and the last Fiscal Monthly Period in Fiscal Year 2004
shall commence on November 27, 2004 and end on January 1, 2005, which shall
constitute more than a four-week period.
"OBLIGATIONS shall mean: (a) all loans and advances made by the Agent
and the Lenders to the Borrower or to others for the Borrower's account
(including, without limitation, all Revolving Loans and all payments made
by the Agent, on behalf of the Lenders, with respect to Letter of Credit);
(b) any and all other indebtedness, obligations and liabilities that is
owed by the Borrower to the Agent, the Collateral Agent or any Lender and
arising out of, or incurred in connection with, this Financing Agreement or
any of the other Credit Documents (including all Out-of-Pocket Expenses),
whether (i) now in existence or incurred
by such Credit Party from time to time hereafter, (ii) secured by a Lien
upon any of such Credit Party's assets or property or the assets or
property of any other Person, (iii) such indebtedness is absolute or
contingent, joint or several, matured or unmatured, direct or indirect,
or (iv) any Credit Party is liable to the Agent, the Collateral Agent or
any Lender for such indebtedness as principal, surety, endorser,
guarantor or otherwise; (c) all indebtedness, obligations and
liabilities owed by any Credit Party to the Agent, the Collateral Agent
and/or the Lenders under this Financing Agreement, or any of the other
Credit Documents (including all Out-of-Pocket Expenses), any other
agreement or arrangement now or hereafter entered into between such
Credit Party, on one hand, and the Agent or the Collateral Agent, on the
other hand, relating to the transactions contemplated by this Financing
Agreement; (d) indebtedness, obligations and liabilities incurred by, or
imposed on, the Agent, the Collateral Agent or any Lender as a result of
the environmental claims relating to a Credit Party's operations,
premises or waste disposal practices or disposal sites; (e) a Credit
Party's liabilities to the Agent, the Collateral Agent or any Lender as
maker or endorser of any promissory note or other instrument for the
payment of money; (f) the Borrower's liabilities to the Agent or any
Lender under any instrument of guaranty or indemnity, or arising under
any guaranty, endorsement or undertaking which the Agent or any Lender
may make or issue to others for the Borrower's account, including any
accommodations extended by the Agent with respect to applications for
Letters of Credit, the Agent's or any Lender's acceptance of drafts or
the Agent's or any Lender's endorsement of notes or other instruments
for the Borrower's account and benefit; and (g) all indebtedness,
obligations and liabilities owed by any Credit Party to the Agent and/or
any Lender in respect of any Qualified Hedging Agreement.
"TERMINATION DATE shall mean the date occurring three (3) years from
the Closing Date, unless terminated in accordance with SECTION 11 of this
Financing Agreement.
"LINE OF CREDIT shall mean the commitment of the Lenders in an
aggregate amount equal to $75,000,000 (or such lesser amount established
pursuant to SECTIONS 4.1 AND/OR 4.2 of this Financing Agreement), to (a)
make Revolving Loans pursuant to SECTION 3 of this Financing Agreement, and
(b) assist the Borrower in opening Letters of Credit pursuant to SECTION 5
of this Financing Agreement, PROVIDED that the aggregate amount of the Line
of Credit shall be reduced dollar for dollar by the amount of the
Qualifying IPA Reserve, if any, in effect from time to time pursuant to
SECTION 12.10 of this Financing Agreement.
(b) Section 1 of the Financing Agreement is hereby amended by adding in
appropriate alphabetical order the following new defined term:
"EARLY TERMINATION DATE shall mean any date prior to the Termination
Date on which the Company terminates this Financing Agreement.
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EARLY TERMINATION FEE Shall mean an amount equal to the product
obtained by multiplying (a) the maximum amount of the Line of Credit TIMES
(b) (i) one-half of one percent (0.50%) if the Early Termination Date
occurs after first anniversary of the Closing Date but on or before the
second anniversary of the Closing Date; (ii) one-quarter of one percent
(0.25%) if the Early Termination Date occurs after the second anniversary
of the Closing Date but prior to the Termination Date, or (iii) zero, if
the Early Termination Date, if any, occurs on any other date.
QUALIFIED HEDGING AGREEMENT Shall mean: (i) an Interest Rate
Protection Agreement permitted pursuant to SECTION 12.10 hereof; and (ii)
any other Interest Rate Protection Agreement or Currency Agreement provided
by any Lender to any Credit Party to which the Required Lenders have given
their written approval to be included as a Qualifying Hedging Agreement."
(c) Section 4.4(a) of the Financing Agreement as hereby amended and
restated as follows:
"(a) Except as otherwise specifically set forth in this Financing
Agreement, all payments and cash proceeds of Collateral received by Agent
shall be applied to amounts then due and payable in the following order:
(1) to payment of all Out-of-Pocket Expenses and indemnification
obligations owing to the Agent and/or Lenders hereunder; (2) to interest
and fees on the Line of Credit; (3) to any unreimbursed drawing under any
Letter of Credit (unless otherwise required by Section 9 hereof); (4) to
principal payments on the Revolving Loans in accordance with Section 8.9
hereof; (5) to payment of any other Obligations which may be then due and
owing (other than in respect of any Qualifying Hedging Agreements); and (6)
to payment of any Obligations which may be then due and owing in respect of
any Qualifying Hedging Agreements; PROVIDED that, upon the occurrence and
during the continuation of any Event of Default, Agent shall have the right
to apply all payments and cash proceeds of Collateral to such of the
Obligations as Agent may deem advisable, and in the absence of a specific
determination by Agent with respect thereto, payments and cash proceeds of
Collateral shall be applied to amounts then due and payable in the
following order: (1) to Out-of-Pocket Expenses and indemnification
obligations owing to the Agent and/or Lenders hereunder; (2) to interest
and fees on the Line of Credit; (3) to any unreimbursed drawing under any
Letter of Credit (unless otherwise required by Section 9 hereof); (4) to
principal payments on the Revolving Loans and/or to provide cash collateral
for Letters of Credit (including, without limitation, any Minimum L/C Draw
Obligations) in an amount equal to 105% of the face amount thereof; (5) to
all other Obligations (other than in respect of any Qualifying Hedging
Agreements); and (6) to payment of any Obligations which may be then due
and owing in respect of any Qualifying Hedging Agreements;"
(d) Section 7.1.8(f) of the Financing Agreement is hereby amended and
restated in its entirety to read as follows:
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"(f) Borrower will furnish to the Agent and the Lenders, no later than
thirty (30) days prior to the beginning of each Fiscal Year of the
Borrower, projections for each period (assuming a thirteen period Fiscal
Year) of the Consolidated Balance Sheet, the consolidated statements of
profits and loss and cash flow of the Borrower, as well as projected
Availability for the Borrower for such Fiscal Year;"
(e) Section 7.1.9(a) of the Financing Agreement is hereby amended and
restated in its entirety to read as follows:
"(a) TANGIBLE NET WORTH. Unless otherwise consented to by the Required
Lenders, the Borrower agrees to maintain on a consolidated basis at all
times, a Tangible Net Worth of not less than the amounts listed below
during the periods set forth below (collectively, the "REQUIRED TNW
AMOUNT");
Period Required TNW Amount
------ -------------------
Closing Date to February 23, 2002 $155,000,000
February 23, 2002 to December 28, 2002 $129,626,100
Fiscal Year ending December 27, 2003 $136,000,000
Fiscal Year ending January 1, 2005 $149,000,000"
(f) Section 7.1.9(b) of the Financing Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) FIXED CHARGE COVERAGE RATIO. Unless otherwise consented to by the
Required Lenders, the Borrower agrees to maintain, on a consolidated basis,
a Fixed Charge Coverage Ratio, calculated for each of the periods set forth
below, of not less than:
Period Ratio
------ ------
Closing Date to January 26, 2002 1.00:1
Closing Date to February 23, 2002 1.00:1
Closing Date to March 23, 2002 1.00:1
Closing Date to April 20, 2002 1.00:1
Closing Date to May 18, 2002 .90:1
Closing Date to June 15, 2002 .90:1
Closing Date to July 13, 2002 .90:1
Closing Date to August 10, 2002 .90:1
Closing Date to September 7, 2002 .90:1
Closing Date to October 5, 2002 .90:1
Closing Date to November 2, 2002 .90:1
Closing Date to November 30, 2002 .90:1
Closing Date to December 28, 2002 .90:1
Closing Date to January 25, 2003 and each .90:1"
consecutive thirteen (13) Fiscal Monthly Period
ending thereafter
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(g) Section 7.1.9(c) of the Financing Agreement is hereby amended and
restated in its entirety as follows:
"(c) The Credit Parties, on a consolidated basis, shall not make
Capital Expenditures during any Fiscal Year that exceed, in the aggregate,
$40,000,000."
(h) Section 11 of the Financing Agreement is hereby amended and restated in
its entirety as follows:
"This Financing Agreement and the Line of Credit shall terminate on
the Termination Date. Notwithstanding the foregoing, (a) the Agent or the
Required Lenders (acting through the Agent) may terminate the Financing
Agreement immediately upon the occurrence of an Event of Default, provided
that in the case of an Event of Default listed in SECTION 10.1(c) of this
Financing Agreement, the Agent and the Lenders may regard the Financing
Agreement as terminated and notice to that effect is not required, and (b)
the Borrower may terminate this Financing Agreement and the Line of Credit
prior to the Termination Date upon thirty (30) days' prior written notice
to the Agent, PROVIDED that the Borrower pays to the Agent, for the benefit
of Lenders, immediately on demand, any applicable Early Termination Fee.
All Obligations shall become due and payable as of any termination
hereunder or under Section 10 of this Financing Agreement and, pending a
final accounting, the Agent may withhold any balances in the Borrower's
Revolving Loan Account (unless supplied with an indemnity satisfactory to
the Agent) to cover all of the Obligations, whether absolute or contingent;
provided that, if no amounts are outstanding with respect to Obligations,
any positive balances in the Borrower's Revolving Loan Account shall be
returned to the Borrower. All of the Agent's and the Lenders' rights, Liens
and security interests shall continue after any termination until all
Obligations have been paid and satisfied in full."
(i) Section 8.2 of the Financing Agreement is hereby amended and restated
in its entirety as follows:
"8.2 DEFAULT RATE. Upon the occurrence and during the continuance of
an Event of Default, all Obligations shall, at the Agent's election at any
time thereafter, bear interest at the Default Rate until such Event of
Default is waived, PROVIDED that this Section 8.2 shall not apply to any
indebtedness, obligations or liabilities owed by any Credit Party to the
Agent and/or any Lender in respect of any Qualified Hedging Agreement."
(j) The following new Section 12.10 is hereby added immediately after
Section 12.9 and shall read as follows:
"12.10 QUALIFYING HEDGING AGREEMENTS. Subject to each of the terms and
conditions contained in this SECTION 12.10, Borrower shall be permitted to
enter into Interest Rate Protection Agreements with the Lenders, in form
and substance acceptable to the Lenders, which permits Borrower to convert
the fixed
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rate of interest on up to $100,000,000 of principal amount of the Senior
Notes into a floating rate of interest to be determined between the
Borrower and the Lenders in such Interest Rate Protection Agreements
(each a "QUALIFYING IPA") so long as on the date any such Qualifying IPA
becomes effective (i) no Default or Event of Default shall have occurred
and be continuing, (ii) the Qualifying IPA Exposure (as defined below)
is less than $15,000,000, (iii) unused Availability exceeds $25,000,000,
and (iv) each of CIT and Fleet participate equally in the provision of
such Interest Rate Protection Agreement. If Borrower and Lenders enter
into a Qualifying IPA, the following terms and conditions shall apply at
all times while such Qualifying IPA shall remain in effect or any
Interest Rate Protection Obligations in respect of such Qualifying IPA
shall remain outstanding:
(a) In addition to and not in lieu of any other Availability Reserves
which may be outstanding from time to time, the Agent shall establish
and maintain a special Availability Reserve in respect of such
Qualifying IPA (the "QUALIFYING IPA RESERVE"). The amount of the
Qualifying IPA Reserve, if any, shall be equal to the amount
reasonably determined in good faith by the Agent to be the maximum
projected amount of potential Interest Rate Protection Obligations
owing by Borrower, reduced by the actual amount, if any, of Interest
Rate Protection Obligations owing to Borrower, in respect of such
Qualifying IPA at such time (the "QUALIFYING IPA EXPOSURE"). The Agent
shall receive periodic reports from the Lender(s) issuing the
Qualifying IPA(s) computing the Qualifying IPA Exposure and may
utilize such reports in adjusting and maintaining the Qualifying IPA
Reserve.
In no event shall the imposition of any Qualifying IPA Reserve limit
or restrict the right of the Agent to charge the Borrower's Revolving
Loan account for all interest, fees, expenses and other Obligations
that are due and payable to Agent and/or the Lenders under this
Financing Agreement or any other Credit Document, irrespective of
whether sufficient Availability exists at such time.
(b) Though such Qualifying IPA may have a final maturity date of
January 2, 2007, the terms of such Qualifying IPA shall provide that
the same shall immediately terminate upon the date that this Financing
Agreement shall terminate in accordance with SECTION 11 hereof.
2. CONDITIONS TO EFFECTIVENESS.
This Amendment shall become effective upon the date each of the following
conditions have been met to the satisfaction of Agent:
(a) Agent shall have received executed counterparts to this Amendment from
Borrower and each Credit Party and each Lender shall have executed this
Amendment and delivered a fully executed copy of this Amendment to Borrower.
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(b) Borrower shall have paid to Agent an extension fee in the amount of
$343,750 to be distributed between CIT and Fleet in the amount of $250,000 and
$93,750 respectively. Unless Borrower wires such amount to Agent by noon on the
effective date of this Amendment, Agent shall be authorized to charge Borrower's
loan account for such fee.
3. REPRESENTATIONS AND WARRANTIES. Borrower and Credit Parties hereby each
and individually represent and warrant that:
(a) the execution, delivery and performance by Borrower and Credit Parties
of this Amendment have been duly authorized by all necessary corporate action
and this Amendment is a legal, valid and binding obligation of Borrower and
Credit Parties enforceable against Borrower and Credit Parties in accordance
with its terms;
(b) each of the representations and warranties made by Borrower and Credit
Parties contained in the Financing Agreement and the Credit Documents is true
and correct in all material respects on and as of the date hereof as if made on
the date hereof, except to the extent that such representations and warranties
expressly relate to an earlier date;
(c) neither the execution, delivery and performance of this Amendment nor
the consummation of the transactions contemplated hereby does or shall
contravene, result in a breach of, or violate (i) any provision of Borrower's or
any Credit Parties' certificate or articles of incorporation or formation,
bylaws, partnership agreement, operating agreement or other organizational
documents (ii) any law or regulation, or any order or decree of any court or
government instrumentality, or (iii) any loan agreement, lease, indenture,
mortgage, deed of trust, note, security agreement or pledge agreement to which
Borrower or any Credit Party is a signatory or by which Borrower or such Credit
Party or any of Borrower's or such Credit Party's assets are bound; and
(d) no Default or Event of Default has occurred and remains outstanding
under the Financing Agreement as of the date hereof.
4. MISCELLANEOUS.
(a) Except as expressly amended herein, all of the terms and provisions of
the Financing Agreement and the Credit Documents are ratified and confirmed in
all respects and shall remain in full force and effect.
(b) Upon the effectiveness of this Amendment, all references in the Credit
Documents to the Financing Agreement shall mean the Financing Agreement as
amended by this Amendment and all references in the Financing Agreement to "this
Agreement," "hereof," "herein," or similar terms, shall mean and refer to the
Financing Agreement as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as an amendment to or waiver of any
right, power or remedy of the Agent or any Lender under the Financing Agreement
or any of the Credit Documents, or constitute an amendment or waiver of any
provision of the Financing Agreement or any of the Credit Documents nor shall it
prejudice any rights, powers or remedies that Agent,
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on behalf of Lenders, or any Lender may now have or may have in the future
under or in connection with the Financing Agreement or any other Credit
Document.
(d) This Amendment may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement. This Amendment may be
executed and delivered by telecopier with the same force and effect as if the
same were a fully executed and delivered original manual counterpart.
(e) Borrower and Credit Parties agree to reimburse Agent and Lenders for
all reasonable fees, costs and expenses in connection with this Amendment,
including the fees, costs and expenses of counsel or other advisors for advice,
assistance or other representation in connection with this Amendment.
(f) Any provision contained in this Amendment that is held to be
inoperative, unenforceable or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable or invalid without affecting the
remaining provisions of this Amendment in that jurisdiction or the operation,
enforceability or validity of that provision in any other jurisdiction.
(g) Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any
other purposes.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date set forth above.
THE CIT GROUP/BUSINESS CREDIT, INC.,
AS THE AGENT AND A LENDER
By:
----------------------------------------
Its: Vice President
FLEET CAPITAL CORPORATION,
AS A LENDER
By:
----------------------------------------
Its:
---------------------------------------
ALDERWOODS GROUP, INC.
By:
----------------------------------------
Its: Authorized Signatory
CREDIT PARTIES:
Each of the Credit Parties listed on ANNEX A
attached hereto
By:
----------------------------------------
Its:
---------------------------------------
On behalf of and intending to legally bind
each of the Credit Parties listed on ANNEX A
hereto
[Signature Page to Amendment No. 5 to Financing Agreement]
ANNEX A
CREDIT PARTIES
ALASKA
Alderwoods (Alaska), Inc.
ARIZONA
Alderwoods (Arizona), Inc.
Xxxxxxxx Funeral Home, Inc.
Phoenix Memorial Park Association
ARKANSAS
Alderwoods (Arkansas), Inc.
CALIFORNIA
Advance Funeral Insurance Services
Alderwoods Group (California), Inc.
Alderwoods (Texas), Inc.
Xxxxxxxx XX, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
Xxxxxxxxxx-Lakewood Memorial Park and Funeral Service
COLORADO
Alderwoods (Colorado), Inc.
CONNECTICUT
Alderwoods (Connecticut), Inc.
DELAWARE
Administration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
Alderwoods (Texas), L.P.
American Burial and Cremation Centers, Inc.
H.P. Xxxxxx Funeral Home, Inc.
Lienkaemper Chapels, Inc.
Neweol (Delaware), L.L.C.
Osiris Holding Corporation
DISTRICT OF COLUMBIA
Alderwoods (District of Columbia), Inc.
FLORIDA
Coral Ridge Funeral Home and Cemetery, Inc.
Funeral Services Acquisition Group, Inc.
Garden Sanctuary Acquisition, Inc.
Kadek Enterprises of Florida, Inc.
Xxxxxx Xxxxxxxxx Memorial Chapels, Inc.
MHI Group, Inc.
Naples Memorial Gardens, Inc.
Osiris Holding of Florida, Inc.
Security Trust Plans, Inc.
GEORGIA
Advanced Planning of Georgia, Inc.
Alderwoods (Georgia), Inc.
Alderwoods (Georgia) Holdings, Inc.
Green Lawn Cemetery Corporation
Xxxxxx Holdings, Inc.
Southeastern Funeral Homes, Inc.
HAWAII
Alderwoods (Hawaii), Inc.
IDAHO
Alderwoods (Idaho), Inc.
ILLINOIS
Alderwoods (Chicago Central), Inc.
Alderwoods (Chicago North), Inc.
Alderwoods (Chicago South), Inc.
Alderwoods (
Illinois), Inc.
Chapel Hill Memorial Gardens & Funeral Home Ltd.
Chicago Cemetery Corporation
Elmwood Acquisition Corporation
Mount Auburn Memorial Park, Inc.
Pineview Memorial Park, Inc.
Ridgewood Cemetery Company, Inc.
Xxxxxx Funeral Home, Inc.
The Oak Xxxxx Cemetery Association
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.
INDIANA
Advance Planning of America, Inc.
Alderwoods (Indiana), Inc.
Xxxxxx Funeral Home, Inc.
IOWA
Alderwoods (Iowa), Inc.
KANSAS
Alderwoods (Kansas), Inc.
KENTUCKY
Alderwoods (Partner), Inc.
LOUISIANA
Alderwoods (Louisiana), Inc.
MARYLAND
Alderwoods (Maryland), Inc.
MASSACHUSETTS
Alderwoods (Massachusetts), Inc.
Xxxx-Xxxx Insurance Agency, Inc.
MICHIGAN
Alderwoods (Michigan), Inc.
MINNESOTA
Alderwoods (Minnesota), Inc.
MISSISSIPPI
Family Care, Inc.
Riemann Enterprises, Inc.
Xxxxxxxx Funeral Fund, Inc.
MISSOURI
Alderwoods (Missouri), Inc.
MONTANA
Alderwoods (Montana), Inc.
NEBRASKA
Alderwoods (Nebraska), Inc.
NEVADA
Alderwoods (Nevada), Inc.
NEW HAMPSHIRE
Xxxxxx Xxxxxxx Xxxxxxxx Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.
NEW MEXICO
Alderwoods (New Mexico), Inc.
Xxxxxx-Xxxxxx Mortuary, Inc.
NEW YORK
Alderwoods (New York), Inc.
Northeast Monument Company, Inc.
NORTH CAROLINA
Alderwoods (North Carolina), Inc.
Xxxxxxxxx Holding Company, Inc.
Xxxxxxxxx Group, Inc.
Xxxxxx, Inc.
MFH, L.L.C.
Westminster Gardens, Inc.
NORTH DAKOTA
Alderwoods (North Dakota), Inc.
OHIO
Alderwoods (Ohio) Cemetery Management, Inc.
Alderwoods (Ohio) Funeral Home, Inc.
Xxxxxxx-Xxxxxx-Xxxxxxxxx Funeral Home, Inc.
OKLAHOMA
Alderwoods (Oklahoma), Inc.
OREGON
Alderwoods (Oregon), Inc.
The Portland Memorial, Inc.
Universal Memorial Centers I, Inc.
Universal Memorial Centers II, Inc.
Universal Memorial Centers III, Inc.
PENNSYLVANIA
Alderwoods (Pennsylvania), Inc.
Bright Undertaking Company
X. Xxxxxx, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Xxxxx Management Company
RHODE ISLAND
Alderwoods (Rhode Island), Inc.
SOUTH CAROLINA
Alderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.
SOUTH DAKOTA
Alderwoods (South Dakota), Inc.
TENNESSEE
Alderwoods (Tennessee), Inc.
DMA Corporation
Eagle Financial Associates, Inc.
TEXAS
Alderwoods (Texas) Cemetery, Inc.
Dunwood Cemetery Service Company
Xxxxxxxx Cemetery Holdings, Inc.
Xxxxxxxx Holdings, Inc.
Xxxxxx Land Company
Waco Memorial Park
VIRGINIA
Alderwoods (Virginia), Inc.
WASHINGTON
Alderwoods (Washington), Inc.
Evergreen Funeral Home and Cemetery, Inc.
Green Service Corporation
S & H Properties and Enterprises, Inc.
Vancouver Funeral Chapel, Inc.
WEST VIRGINIA
Alderwoods (West Virginia), Inc.
WISCONSIN
Alderwoods (Wisconsin), Inc.
Northern Land Company, Inc.
WYOMING
Alderwoods (Wyoming), Inc.
