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Exhibit 10.4(b)
LIMITED WAIVER AND AMENDMENT
This LIMITED WAIVER AND AMENDMENT (this "WAIVER" ) is dated as of
November 12, 1999 and entered into by and among PRIME SUCCESSION, INC. (formerly
known as Prime Succession Acquisition Corp.), a Delaware corporation
("BORROWER"), PRIME SUCCESSION HOLDINGS, INC. (formerly known as Prime
Succession, Inc.), a Delaware corporation ("HOLDINGS"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "LENDER" and collectively as the "LENDERS"), XXXXXXX XXXXX CREDIT
PARTNERS L.P., as syndication agent and arranging agent (in such capacities,
"ARRANGING AGENT"), and THE BANK OF NOVA SCOTIA ("SCOTIABANK"), as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"), and is made
with reference to that certain Credit Agreement dated as of August 26, 1996, as
heretofore amended, supplemented or otherwise modified (as so amended,
supplemented or modified, the "CREDIT AGREEMENT"), by and among Borrower,
Holdings, the Lenders, Arranging Agent and Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement and in the amendments contained in Section 3 and
Section 4 hereof.
RECITALS
WHEREAS, subject to certain conditions, Borrower has requested that
Requisite Lenders (i) approve the waiver of certain provisions of the Credit
Agreement relating to financial covenants set forth in Section 7.6 of the Credit
Agreement and (ii) agree to make certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
1. WAIVER
Subject to the terms and conditions set forth herein and in reliance on
the representations and warranties of Borrower herein contained, Requisite
Lenders hereby consent to the following limited waivers through January 31,
2000:
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(a) waiver of compliance with the minimum interest coverage
ratio requirement of 1.40:1.00 set forth in subsection 7.6A; provided that the
interest coverage ratio as of September 30, 1999 and December 31, 1999 shall not
be less than 1.15:1:00;
(b) waiver of compliance with the minimum fixed charge coverage
ratio requirement of 1.25:1.00 set forth in subsection 7.6B; provided that the
fixed charge coverage ratio as of September 30, 1999 and December 31, 1999 shall
not be less than 1.05:1.00;
(c) waiver of compliance with the maximum total senior debt
leverage ratio requirement of 3.30:1.00 set forth in 7.6C; provided that the
maximum leverage ratio as of September 30, 1999 and December 31, 1999 shall not
be greater than 4.35:1.00;
PROVIDED that the foregoing waiver shall only be effective through January 31,
2000 and, on and after such date, any failure to have complied with the
above-referenced provisions of the Credit Agreement as of September 30, 1999 or
December 31, 1999 without giving effect to the waivers specified above shall
constitute an Event of Default.
The waiver set forth in this Section 1 shall be effective only as to
the matters set forth specifically herein and shall not entitle Borrower to any
other waiver or agreement with respect to any other matter.
2. LIMITATION OF WAIVER
Without limiting the generality of the provisions of subsection 10.6 of
the Credit Agreement, the waiver set forth above shall be limited precisely as
written and relates solely to the waiver and consent of the provisions of the
Credit Agreement in the manner and to the extent described above, and nothing in
this Waiver shall be deemed to:
(a) constitute a waiver of compliance by Borrower with respect to
(i) subsection 2.4 of the Credit Agreement or (ii) any other term, provision or
condition of the Credit Agreement and any other instrument or agreement referred
to therein; or
(b) prejudice any right or remedy that Administrative Agent or
any Lender may now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect to this Waiver)
or may have in the future under or in connection with the Credit Agreement or
any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
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3. AMENDMENT
(i) Section 1.1. of the Credit Agreement is hereby amended by
adding the following definitions in appropriate alphabetical order:
"FINANCIAL OFFICER CERTIFICATION" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Holdings that such financial statements fairly
present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and,
to the extent provided to the board of directors, their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments.
(ii) Section 6.1 of the Credit Agreement is hereby amended by
deleting subsection 6.1 (xviii) and substituting the following therefor:
"(xviii) Monthly Reports and Other Information (i) As soon as
available, and in any event within twenty (20) days after the end of each month
ending after September 30,1999, the monthly report prepared for the board of
directors which shall include, to the extent and with the format and content
provided to the board of directors, the consolidated balance sheet of Holdings
and its Subsidiaries as at the end of such month and the related consolidated
statements of income, stockholders' equity and cash flows of Holdings and its
Subsidiaries for such month and for the period from the beginning of the then
current Fiscal Year to the end of such month, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, to the extent prepared on a monthly basis, all in
reasonable detail, together with a Financial Officer Certification with respect
thereto, (ii) weekly report at the beginning of each week which shall include
the consolidated cash balance of Holdings and its Subsidiaries as of the end of
the immediately preceding week and availability as at such date under the
Revolving Loan Commitment and (iii) with reasonable promptness, such other
information and data with respect to Holdings or any of its Subsidiaries as from
time to time may be reasonably requested by any Lender."
4. AMENDMENT OF CERTAIN LOAN DOCUMENTS
A. AMENDMENT OF COLLATERAL DOCUMENTS
(i) The Preliminary Statements of each of the Holdings Pledge
Agreement, the Borrower Pledge Agreement, the Borrower Security Agreement, the
Subsidiary Pledge Agreement and the Subsidiary Security Agreement (collectively,
the "SECURITY DOCUMENTS") are amended by adding the following at the end of the
Preliminary Statements as a final Preliminary Statement:
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Borrower has entered into a letter agreement dated November 10, 1997
with The Bank of Nova Scotia ("BNS") (as amended, supplemented or otherwise
modified from time to time, the "BNS AGREEMENt"), pursuant to which Borrower has
agreed to indemnify and hold harmless BNS from and against various claims and
liabilities in order to induce BNS to facilitate the provision of certain cash
management or other services through BNS' alliance with The First National Bank
of Chicago and Banco Inverlat S.A. Institucion de Banca Multiple Grupo Financier
Inverlat for the benefit of the Loan Parties."
(ii) Section 2 of each of the Security Documents is hereby
amended by:
(a) inserting after the words "payments for early termination of
Lender Hedge Agreements," the following:
"all obligations and liabilities of Borrower under the BNS Agreement or any
other indebtedness or obligations of Borrower to BNS in an aggregate amount not
to exceed $2,500,000, all obligations and liabilities of Borrower under the
Credit Agreement and the other Loan Documents,"
and
(b) deleting the last parenthetical phrase in its entirety and
substituting the following therefor:
"(all such obligations being the 'SECURED OBLIGATIONS')"
B. AMENDMENT OF SUBSIDIARY GUARANTY
(i) The Recitals of the Subsidiary Guaranty are amended by
adding the following at the end of the Recitals as a final Recital:
"F. Borrower has entered into a letter agreement dated November 10,
1997 with The Bank of Nova Scotia ("BNS") (as amended, supplemented or otherwise
modified from time to time, the "BNS AGREEMENT"), pursuant to which Borrower has
agreed to indemnify and hold harmless BNS from various claims and liabilities in
order to induce BNS to facilitate the provision of certain cash management or
other services through BNS' alliance with The First National Bank of Chicago and
Banco Inverlat S.A. Institucion de Banca Multiple Grupo Financier Inverlat for
the benefit of the Loan Parties."
and
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(ii) Section 2.1(a) of the Subsidiary Guaranty is hereby amended
by inserting after the words "after they have been satisfied," the following:
"and all obligations and liabilities of Borrower under the BNS
Agreement or any other indebtedness or obligations of Borrower to BNS"
5. CONDITIONS TO EFFECTIVENESS
Section 1, Section 3 and Section 4 of this Limited Waiver and Amendment
shall become effective only upon the satisfaction of all of the following
conditions precedent (the date of satisfaction of such conditions being referred
to herein as the "EFFECTIVE DATE"):
(a) EXECUTION. Borrower, Holdings, each Subsidiary Guarantor
and Requisite Lenders shall have executed this Amendment.
(b) ORGANIZATIONAL DOCUMENTS; INCUMBENCY. Administrative Agent
shall have received (i) sufficient copies of each Organizational Document
(defined below) originally executed and delivered by each Credit Support Party
(as defined below) executing an Effective Date Mortgage (as defined below), as
applicable, and, to the extent applicable, certified as of a recent date by the
appropriate governmental official, each dated the Effective Date or a recent
date prior thereto; (ii) signature and incumbency certificates of the officers
of such Person executing the Effective Date Mortgage or other applicable
document to which it is a party; (iii) resolutions of the Board of Directors or
similar governing body of each Credit Support Party approving and authorizing
the execution, delivery and performance of this Agreement and the other Credit
Support Documents (as defined below) to which it is a party or by which it or
its assets may be bound as of the Effective Date, certified as of the Effective
Date by its secretary or an assistant secretary as being in full force and
effect without modification or amendment; (iv) a good standing certificate from
the applicable Governmental Authority of each Credit Support Party's
jurisdiction of incorporation, organization or formation and in each
jurisdiction in which it is qualified as a foreign corporation or other entity
to do business, each dated a recent date prior to the Effective Date; and (v)
such other documents as Administrative Agent may reasonably request. As used
herein, the term "Organizational Documents" means (i) with respect to any
corporation, its certificate or articles of incorporation, as amended, and its
by-laws, as amended, (ii) with respect to any limited partnership, its
certificate of limited partnership, as amended, and its partnership agreement,
as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company,
its articles of organization, as amended, and its operating agreement, as
amended; PROVIDED, HOWEVER, that such organizational and other documents listed
above may be provided to the Administrative Agent by no later than ten (10)
Business Days after the Effective Date. In the event any term or condition of
this Agreement or any other Credit Support Document requires any Organizational
Document to be certified by a secretary of state or similar governmental
official, the reference to
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any such "Organizational Document" shall only be to a document of a type
customarily certified by such governmental official.
(c) PERFECTION OF SECURITY INTERESTS to the extent not previously
provided, UCC financing statements, duly executed by each applicable Credit
Support Party with respect to all personal and mixed property Collateral of such
Credit Support Party, for filing in all jurisdictions as may be necessary or, in
the opinion of Syndication Agent and Administrative Agent, desirable to perfect
the security interests created in such Collateral pursuant to the Credit Support
Documents;
(d) NECESSARY CONSENTS. Borrower shall have obtained all
material consents necessary or advisable in connection with this Waiver.
(e) PREPAYMENT OF REVOLVING LOANS. Borrower shall on the
Effective Date, using Cash on hand, prepay Revolving Loans and accrued interest
thereon in amount not less than $3,500,000.
(f) EFFECTIVE DATE MORTGAGED PROPERTIES. In order to create in
favor of Administrative Agent, for the benefit of Lenders, a valid and, subject
to any filing and/or recording referred to herein, perfected First Priority
security interest in the real property assets listed on Schedule A attached
hereto (collectively, the "EFFECTIVE DATE MORTGAGED PROPERTIES"), Administrative
Agent shall have received from Borrower, Holdings and each applicable Subsidiary
Guarantor:
(i) fully executed and notarized mortgages in form
acceptable to the Administrative Agent (each, an "EFFECTIVE DATE
MORTGAGE"), in proper form for recording in all appropriate places in
all applicable jurisdictions, encumbering each Effective Date Mortgaged
Property;
(ii) a title report issued by a title company with respect
to each Effective Date Mortgaged Property, dated not more than thirty
(30) days prior to the Effective Date (collectively, the "TITLE
REPORTS") and copies of all recorded documents listed as exceptions to
title or otherwise referred to therein, each in form and substance
reasonably satisfactory to Administrative Agent;
(iii) evidence of flood insurance under the National Flood
Insurance Program with respect to each Effective Date Mortgaged
Property that is located in an area designated by the Federal Emergency
Management Agency as having special flood or mud slide hazards, in each
case in compliance with any applicable regulations of the Board of
Governors of the Federal Reserve System, in form and substance
reasonably satisfactory to Administrative Agent; and
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(iv) ALTA surveys of all Effective Date Mortgaged
Properties, to the extent available.
(g) LINE OF CREDIT. Borrower shall on or before the Effective
Date execute such documents and instruments as shall be necessary to ensure that
any currently unsecured line of credit advanced to Borrower by Administrative
Agent is secured by Collateral and Effective Date Mortgaged Properties and shall
rank pari passu with respect to the Obligations on the Effective Date.
(h) OTHER DOCUMENTS. Administrative Agent and Lenders shall
have received such other documents and information regarding Company and its
Subsidiaries as Administrative Agent or Requisite Lenders may reasonably
request.
6. REPRESENTATIONS AND WARRANTIES
In order to induce Requisite Lenders to enter into this Waiver,
Borrower hereby represents and warrants that after giving effect to this Waiver:
(a) as of the date hereof, there exists no Event of Default or
Potential Event of Default under the Credit Agreement;
(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete
in all material respects on and as of the date hereof except to the
extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date;
(c) as of the date hereof, Borrower has performed all
agreements to be performed on its part as set forth in the Credit
Agreement; and
(d) as of the Effective Date, (i) good, sufficient and legal
title to each of the Effective Date Mortgaged Properties is held by the
Credit Support Party designated on Schedule A, and (ii) except as
permitted by the Credit Agreement or as shown in the Title Reports, all
such Effective Date Mortgaged Properties are free and clear of Liens.
7. ACKNOWLEDGMENT AND CONSENT
Each of Xxxxx Cremation & Burial Services, Inc., Xxxxx Cremation &
Burial Services P.C., Xxxxxx Funeral Home, Inc., Xxxxxxx-Xxxx Enterprises, Inc.,
Bury-Pine Funeral Home, Inc.,
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Carlisle Funeral Home, Inc., Cemetery Development Corporation, Inc.,
Xxxxx-Xxxxxx Funeral Home, Inc., Xxxxxxx Xxxxx & Sons, Inc., Comander Funeral
Home, Inc., Cremation Society of America, Incorporated, Xxxxxx & Xxxxxx, Ltd.,
Fraser Funeral Home, Inc., Xxxx Xxxxxx Memorial Services, Inc., Xxxxxxxxx Simi
Valley Mortuary, Inc., Xxxxx-Xxxxx Chapel, Ltd., Hignell Xxxxxx Funeral Home,
Inc., Xxxxxx Funeral Chapel, J&W, Inc., Xxxx X. Xxxx Company, Xxxxxx & Xxxxxx
Funeral Homes, Inc., Xxxxxxx Corporation, Inc., McWane Family Funeral Home,
Inc., Xxxx-Xxxxxxx, Inc., Xxxxx-Xxxxx Funeral Home, Inc., Pine Funeral Home,
Inc., Pine Group, Inc., Pine Memorials, Inc., Prime Business Solutions, Inc.,
Prime Business Solutions of Kentucky, Inc., Prime Enterprises of California,
Inc., Prime Holdings, Inc., Prime Holdings of Arkansas, Inc., Prime Holdings of
California, Inc., Prime Holdings of Florida, Inc., Prime Holdings of Illinois,
Inc., Prime Holdings of Indiana, Inc., Prime Holdings of Michigan, Inc., Prime
Holdings of Minnesota, Inc., Prime Holdings of Nebraska, Inc., Prime Holdings of
Ohio, Inc., Prime Holdings of West Virginia, Inc., Prime Indiana Limited
Partnership, Prime Succession of Alabama, Inc., Prime Succession of Arizona,
Inc., Prime Succession of Arkansas, Inc., Prime Succession of California, Inc.,
Prime Succession of Florida, Inc., Prime Succession of Georgia, Inc., Prime
Succession of Illinois, Inc., Prime Succession of Indiana, Inc., Prime
Succession of Iowa, Inc., Prime Succession of Kentucky, Inc., Prime Succession
of Michigan, Inc., Prime Succession of Minnesota, Inc., Prime Succession of
Missouri, Inc., Prime Succession of Nebraska, Inc., Prime Succession of New
York, Inc., Prime Succession of South Carolina, Inc., Prime Succession of
Tennessee, Inc., Prime Succession of Texas, Inc., Prime Succession of West
Virginia, Inc., Prime Succession of Wisconsin, Inc., Prime Succession Partners,
Inc., Roselawn Memorial Gardens, Inc., Xxxxxx Mortuary, Inc., Xxxxxxx Funeral
Home, Inc., Xxxxxxx-Xxxxx Corporation, Xxxxxxx-Xxxxxxx Corporation, Xxxx Funeral
Home, Inc., Talisman Enterprises, Inc., The Funeral Outlet Store, Inc., Van
Zantwick, Xxxxxxx and Xxxxxxxxx Funeral Homes, Inc., Xxxxxxx Funeral Home,
Incorporated, Xxxxxx Funeral Home, Inc., Welsheimer Funeral Home, Inc., Whitney
& Xxxxxx Funeral Homes, Inc., Whitney & Xxxxxx Life Insurance Agency, Inc.,
Xxxxxxxx Memorial Chapel, Inc., and Xxxxxxxx Memorial Chapel of Xxxxxx, Inc. is
a party to the Subsidiary Guaranty (as amended hereby), Subsidiary Pledge
Agreement (as amended hereby) and Subsidiary Security Agreement (as amended
hereby) and Prime Succession Holdings, Inc. (together with the above mentioned
parties, collectively referred to herein as the "CREDIT SUPPORT PARTIES") is a
party to the Holdings Guaranty and Holdings Pledge Agreement (as amended
hereby), (the Subsidiary Guaranty (as amended hereby), Subsidiary Pledge
Agreement (as amended hereby), Effective Date Mortgages, Subsidiary Security
Agreement (as amended hereby), Holdings Guaranty and Holdings Pledge Agreement
(as amended hereby) are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS") pursuant to which each Credit Support Party has (i) guarantied the
Obligations and (ii) created Liens in favor of the Lenders on certain Collateral
to secure its obligations under the Subsidiary Guaranty (as amended hereby) and
Holdings Guaranty.
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Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Waiver and consents to the
amendment of the Credit Agreement effected pursuant to this Waiver. Each Credit
Support Party hereby confirms that each Credit Support Document to which it is a
party or otherwise bound and all Collateral encumbered thereby will continue to
guaranty or secure, as the case may be, to the fullest extent possible the
payment and performance of all "Guarantied Obligations" and "Secured
Obligations", as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Guaranteed Obligations" or "Secured Obligations",
as the case may be, in respect of the Obligations of Borrower now or hereafter
existing under or in respect of the Credit Agreement, and the other Loan
Documents, all as defined therein.
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Waiver. Each Credit Support Party represents and warrants
that all representations and warranties contained in the Credit Agreement and
the Credit Support Documents to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the Effective Date to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
Each Credit Support Party, in its capacity as such, acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Waiver, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Waiver and (ii) nothing in the Credit
Agreement, this Waiver or any other Loan Document shall be deemed to require the
consent of such Credit Support Party to any future amendments to the Credit
Agreement.
8. MISCELLANEOUS
(a) REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit
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Agreement shall mean and be a reference to the Credit Agreement as amended
by this Waiver.
(ii) Except as specifically amended by this Waiver, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Waiver shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any
Agent or Lender under, the Credit Agreement or any of the other Loan
Documents.
(b) HEADINGS. Section and subsection headings in this Waiver are
included herein for convenience of reference only and shall not constitute a
part of this Waiver for any other purpose or be given any substantive effect.
(c) GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
(d) COUNTERPARTS. This Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
BORROWER:
PRIME SUCCESSION, INC.
(formerly known as Prime Succession
Acquisition Corp.)
By:
----------------------------------
Name:
Title:
Notice Address:
Olympic Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
with a copy to each of the following:
The Blackstone Group
31st Floor
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
The Xxxxxx Group Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 000 Xxxxxx
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CREDIT SUPPORT
PARTIES: PRIME SUCCESSION HOLDINGS, INC.
(formerly known as Prime Succession Inc.)
By:
--------------------------------------
Name:
Title:
Notice Address:
Olympic Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
with a copy to each of the following:
The Blackstone Group
31st Floor
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
The Xxxxxx Group Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 000 Xxxxxx
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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XXXXX CREMATION & BURIAL
SERVICES, INC.
By:
---------------------------------
Name:
Title:
XXXXX CREMATION & BURIAL
SERVICES P.C.
By:
---------------------------------
Name:
Title:
XXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX-XXXX ENTERPRISES, INC.
By:
---------------------------------
Name:
Title:
BURY-PINE FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
X-0
00
XXXXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
CEMETERY DEVELOPMENT
CORPORATION, INC.
By:
---------------------------------
Name:
Title:
XXXXX-XXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX & SONS, INC.
By:
---------------------------------
Name:
Title:
COMANDER FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
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CREMATION SOCIETY OF AMERICA,
INCORPORATED
By:
---------------------------------
Name:
Title:
XXXXXX & XXXXXX, LTD.
By:
---------------------------------
Name:
Title:
FRASER FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXX XXXXXX MEMORIAL SERVICES, INC.
By:
---------------------------------
Name:
Title:
XXXXXXXXX SIMI VALLEY
MORTUARY, INC.
By:
---------------------------------
Name:
Title:
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XXXXX-XXXXX CHAPEL, LTD.
By:
---------------------------------
Name:
Title:
HIGNELL XXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXXXX FUNERAL CHAPEL
By:
---------------------------------
Name:
Title:
J&W, INC.
By:
---------------------------------
Name:
Title:
XXXX X. XXXX COMPANY
By:
---------------------------------
Name:
Title:
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XXXXXX & XXXXXX FUNERAL HOMES, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX CORPORATION, INC.
By:
---------------------------------
Name:
Title:
MCWANE FAMILY FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXX-XXXXXXX, INC.
By:
---------------------------------
Name:
Title:
XXXXX-XXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
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PINE FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
PINE GROUP, INC.
By:
---------------------------------
Name:
Title:
PINE MEMORIALS, INC.
By:
---------------------------------
Name:
Title:
PRIME BUSINESS SOLUTIONS, INC.
By:
---------------------------------
Name:
Title:
PRIME BUSINESS SOLUTIONS OF
KENTUCKY, INC.
By:
---------------------------------
Name:
Title:
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PRIME ENTERPRISES OF CALIFORNIA, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF ARKANSAS, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF CALIFORNIA, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF FLORIDA, INC.
By:
---------------------------------
Name:
Title:
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00
XXXXX XXXXXXXX XX XXXXXXXX, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF INDIANA, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF MICHIGAN, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF MINNESOTA, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF NEBRASKA, INC.
By:
---------------------------------
Name:
Title:
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PRIME HOLDINGS OF OHIO, INC.
By:
---------------------------------
Name:
Title:
PRIME HOLDINGS OF WEST VIRGINIA, INC.
By:
---------------------------------
Name:
Title:
PRIME INDIANA LIMITED PARTNERSHIP
By Prime Succession of Illinois, Inc.,
its general partner
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF ALABAMA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF ARIZONA, INC.
By:
---------------------------------
Name:
Title:
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PRIME SUCCESSION OF ARKANSAS, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF CALIFORNIA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF FLORIDA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF GEORGIA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF ILLINOIS, INC.
By:
---------------------------------
Name:
Title:
S-12
23
PRIME SUCCESSION OF INDIANA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF IOWA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF KENTUCKY, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF MICHIGAN, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF MINNESOTA, INC.
By:
---------------------------------
Name:
Title:
S-13
24
PRIME SUCCESSION OF MISSOURI, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF NEBRASKA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF NEW YORK, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF SOUTH
CAROLINA, INC.
By:
---------------------------------
Name:
Title:
S-14
25
PRIME SUCCESSION OF TENNESSEE, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF TEXAS, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF WEST
VIRGINIA, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION OF WISCONSIN, INC.
By:
---------------------------------
Name:
Title:
PRIME SUCCESSION PARTNERS, INC.
By:
---------------------------------
Name:
Title:
S-15
26
ROSELAWN MEMORIAL GARDENS, INC.
By:
---------------------------------
Name:
Title:
XXXXXX MORTUARY, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX-XXXXX CORPORATION
By:
---------------------------------
Name:
Title:
XXXXXXX-XXXXXXX CORPORATION
By:
---------------------------------
Name:
Title:
X-00
00
XXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
TALISMAN ENTERPRISES, INC.
By:
---------------------------------
Name:
Title:
THE FUNERAL OUTLET STORE, INC.
By:
---------------------------------
Name:
Title:
VAN ZANTWICK, XXXXXXX AND XXXXXXXXX
FUNERAL HOMES, INC.
By:
---------------------------------
Name:
Title:
S-17
28
XXXXXXX FUNERAL HOME,
INCORPORATED
By:
---------------------------------
Name:
Title:
XXXXXX FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
WELSHEIMER FUNERAL HOME, INC.
By:
---------------------------------
Name:
Title:
WHITNEY & XXXXXX FUNERAL HOMES, INC.
By:
---------------------------------
Name:
Title:
WHITNEY & XXXXXX LIFE INSURANCE
AGENCY, INC.
By:
---------------------------------
Name:
Title:
S-18
29
XXXXXXXX MEMORIAL CHAPEL, INC.
By:
---------------------------------
Name:
Title:
XXXXXXXX MEMORIAL CHAPEL OF XXXXXX, INC.
By:
---------------------------------
Name:
Title:
S-19
30
AGENTS AND LENDERS:
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
individually and as Syndication Agent
and as Arranging Agent
By:
------------------------------------
Authorized Signatory
Notice Address:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-20
00
XXX XXXX XX XXXX XXXXXX,
individually and as
Administrative Agent
By:
---------------------------------
Name:
Title:
Notice Address:
The Bank of Nova Scotia
Atlanta Agency
Suite 2700
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: [ ]
Telephone: [ ]
Facsimile: [ ]
with a copy to:
The Bank of Nova Scotia
Chicago Representative Office
Suite 3700
000 Xxxx Xxxxxxx Xx.
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
X-00
00
XXXXX XXX & XXXXXXX INCORPORATED,
AS AGENT FOR KEYPORT LIFE
INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
Notice Address:
Xxxxx Xxx & Farnham
Xxx Xxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-22
33
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By:
---------------------------------
Name:
Title:
Notice Address:
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
X-00
00
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
---------------------------------
Name:
Title:
Notice Address:
Two Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-24
35
NEW YORK LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
Notice Address:
New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Department
Private Finance Group
Room 206
Facsimile: (000) 000-0000
with a copy to:
New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Office of General Counsel
Investment Section, Room 10SB
Facsimile: (000) 000-0000
S-25
36
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------------
Name:
Title:
Notice Address:
Xxxxxxx Xxxxx Senior Floating Rate
Fund, Inc.
000 Xxxxxxxx Xxxx Xxxx - Section 1B
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-26
37
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
----------------------------------
Name:
Title:
Notice Address:
Xxxxxxx Xxxxx Prime Rate Portfolio
000 Xxxxxxxx Xxxx Xxxx - Section 1B
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-27
38
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
Notice Address:
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-28
39
INDOSUEZ CAPITAL FUNDING
By:
---------------------------------
Name:
Title:
Notice Address:
Indosuez Capital Funding
1211 Avenue of the Xxxxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-29
40
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By:
---------------------------------
Name:
Title:
Notice Address:
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Page
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 or
(000) 000-0000
X-00
00
XXXXXXXX XXXXXX XXXXX MANAGEMENT
By:
---------------------------------
Name:
Title:
Notice Address:
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-31
42
SCHEDULE A
EFFECTIVE DATE MORTGAGED PROPERTIES
-------------------------------------------------------------------------------------------------------
PROPERTY NAME
AND ADDRESSES TITLE HOLDER
-------------------------------------------------------------------------------------------------------
1. Memory Hill Prime Succession of Alabama, Inc., an
0000 Xxxxxxxx Xxxxxxx, 00 Xxxx Xxxxxxx corporation
Dothan, Alabama
2. Jefferson Memorial Funeral Home and Jefferson Prime Succession of Alabama, Inc., an
Memorial Gardens - South Alabama corporation
0000 Xxxxxxx 000
Xxxxxx, Xxxxxxx
3. Jefferson Memorial Funeral Home and Jefferson Prime Succession of Alabama, Inc., an
Memorial Gardens - East Alabama corporation
0000 Xxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxx
4. Xxxx Hesperia Mortuary Prime Succession of California, Inc., a
00000 Xxxx Xxxxxx Xxxxxxxx corporation
Hesperia, California
5. Xxxx X. Xxxx Company Prime Holdings of California, Inc., a
0000 Xxxxx Xxxxxxxx Xxx. Delaware corporation
San Bernardino, California
6. Xxxxxx Apple Valley Prime Succession of California, Inc., a
Mortuary Delaware corporation
00000 Xxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx
7. Xxxx Xxxxxx'x Funeral Home Xxxx Xxxxxx Memorial Services, Inc., a
0000 Xxxx Xxxxxx Xxxxxxx corporation
Hollywood, Florida
8. Administrative Office Build. Xxxx Xxxxxx Memorial Services, Inc., a
0000 Xxxxx Xxxxx Xxxx 7 Florida corporation
Hollywood, Florida
----------------------------------------------------------------------------------------------------------
A-1
43
-------------------------------------------------------------------------------------------------------
PROPERTY NAME
AND ADDRESSES TITLE HOLDER
-------------------------------------------------------------------------------------------------------
9. Xxxx Xxxxxx'x University Drive Funeral Home Xxxx Xxxxxx Memorial Services, Inc., a
0000 Xxxxxxxxxx Xxxxx Xxxxxxx corporation
Davie, Florida
10. Xxxx Xxxxxx'x Miramar Funeral Home Xxxx Xxxxxx Memorial Services, Inc., a
0000 Xxxxxxx Xxxxxxx Xxxxxxx corporation
Miramar, Florida
11. Xxxx Xxxxxx'x Downtown Funeral Home Xxxx Xxxxxx Memorial Services, Inc., a
000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx corporation
Fort Lauderdale, Florida
12. Xxxx Xxxxxx'x Cremation Memorial Center Xxxx Xxxxxx Memorial Services, Inc., a
0000 Xxxx Xxxxxxx Xxxx. Xxxxxxx corporation
Lauderhill, Florida
13. Forest Hill Funeral Home and Memorial Park-South Prime Succession of Tennessee, Inc., a
0000 Xxxx Xxxxxx Xxxx Xxxxxxxx corporation
Memphis, Tennessee
14. Forest Hill Funeral Home and Memorial Park - Midtown Prime Succession of Tennessee, Inc., a
0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx corporation
Memphis, Tennessee
15. Forest Hill Funeral Home and Memorial Park - East Prime Succession of Tennessee, Inc., a
0000 Xxxxxxx Xxxx Xxxxxxxx corporation
Memphis, Tennessee
16. Woodlawn Memorial Gardens Prime Succession of Kentucky, Inc.,
0000 Xxx X.X. Xxxxxxx 00 successor by merger to Cemetery Development
Paducah, Kentucky Corporation, Inc., a Kentucky corporation
---------------------------------------------------------------------------------------------------------------
A-2
44
-------------------------------------------------------------------------------------------------------
PROPERTY NAME
AND ADDRESSES TITLE HOLDER
-------------------------------------------------------------------------------------------------------
17. Xxxxxx-Xxxxx Funeral Home Prime Succession of Kentucky, Inc.,
000 Xxxxx Xxxxx Xxxxxx successor by merger to Xxxxxx Funeral Home,
Henderson, Kentucky Inc., a Kentucky corporation
18. Xxxxxx & Xxxxxx Funeral Home Prime Succession of Illinois, Inc.,
0000 Xxxxx Xxxxx Xxxxxx successor by merger to Xxxxxx & Xxxxxx,
Decatur, Illinois Ltd., an Illinois Corporation
19. Xxxxxxx-Xxxxxx Funeral Home Whitney & Xxxxxx Funeral Homes, Inc. a/k/a
0000 Xxxx Xxxxxx Xxxxxx Xxxx Whitney & Xxxxxx Funeral Homes, an Arizona
Phoenix, Arizona corporation
-------------------------------------------------------------------------------------------------------
A-3
