AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement (this "Agreement") dated as of
February 18, 2004 is made by and among XXXXXXX ENTERPRISES, INC., a Louisiana
corporation having its principal place of business in Metairie, Louisiana
("SEI"), EMPRESAS XXXXXXX-CEMENTERIOS, a Puerto Rican civil partnership having
its principal place of business in San Xxxx, Puerto Rico ("Cementerios"),
EMPRESAS XXXXXXX-FUNERARIAS, a Puerto Rican civil partnership having its
principal place of business in San Xxxx, Puerto Rico ("Funerarias" and together
with Cementerios and SEI, the "Borrowers"), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States
("Bank of America"), in its capacity as administrative agent for the Lenders (as
defined in the Credit Agreement (as defined below)) (in such capacity, the
"Administrative Agent"), and each of the Lenders signatory hereto, and each of
the Guarantors (as defined in the Credit Agreement) signatory hereto.
WITNESSETH:
WHEREAS, the Borrowers, the Administrative Agent and the Lenders have
entered into that certain Credit Agreement dated as of June 29, 2001, as amended
by Amendment No. 1 to Credit Agreement dated as of April 25, 2003 by and among
the Borrowers, Administrative Agent, the Guarantors signatory thereto and the
Lenders signatory thereto (as hereby amended and as from time to time hereafter
further amended, modified, supplemented, restated, or amended and restated, the
"Credit Agreement"; the capitalized terms used in this Agreement not otherwise
defined herein shall have the respective meanings given thereto in the Credit
Agreement), pursuant to which the Lenders have made available to the Borrowers
various revolving credit and term loan facilities, including a letter of credit
facility and a swing line facility; and
WHEREAS, each of the Guarantors has entered into a Facility Guaranty
pursuant to which it has guaranteed the obligations of the Borrowers under the
Credit Agreement and the other Loan Documents; and
WHEREAS, the Borrowers have requested that the Pricing Grid with
respect to the Term Loan be modified as herein provided, and the Lenders
signatory hereto are willing to make the amendment set forth herein on the terms
and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Credit Agreement. Subject to the terms and conditions
set forth herein, the definition of "Pricing Grid" contained in Section 1.1 of
the Credit Agreement is hereby amended, effective as of the Amendment Closing
Date (as defined below) by deleting the table appearing therein and substituting
in lieu thereof the following table:
APPLICABLE MARGIN FOR APPLICABLE MARGIN
EURODOLLAR RATE LOANS FOR BASE RATE LOANS
--------------------- --------------------
CONSOLIDATED APPLICABLE
LEVERAGE COMMITMENT REVOLVING REVOLVING
TIER RATIO FEE LOANS TERM LOAN LOANS TERM LOAN
---------- ------------------------- ---------- --------- --------- --------- ---------
I Less than or equal to
2.50 to 1.00 0.50% 2.00% 2.50% 1.00% 1.50%
II Less than or equal to
3.00 to 1.00 but
greater than 2.50 to
1.00 0.50% 2.25% 2.50% 1.25% 1.50%
III Less than or equal to
3.50 to 1.00 but
greater than 3.00 to
1.00 0.625% 2.50% 2.50% 1.50% 1.50%
IV Greater than 3.50 to
1.00 0.625% 2.75% 2.50% 1.75% 1.50%
2. Conditions Precedent. The effectiveness of this Agreement and the
amendment to the Credit Agreement provided in Paragraph 1, are subject to the
satisfaction of the following conditions precedent (the day on which such
conditions are satisfied being the "Amendment Closing Date"):
(a) The Administrative Agent shall have received each of the following
documents or instruments in form and substance reasonably acceptable to the
Administrative Agent:
(i) eleven (11) original counterparts of this Agreement, duly
executed by the Borrowers, the Administrative Agent, each Guarantor,
each Term Lender and such other Lenders as are necessary to constitute
the Required Lenders;
(ii) to the extent determined necessary in the reasonable
judgment of the Administrative Agent, resolutions of the Board of
Directors of each of the Borrowers and the Guarantors, authorizing this
Agreement, certified by the Secretary or Assistant Secretary of the
applicable Borrower or Guarantor; and
(iii) such other documents, instruments, opinions,
certifications, undertakings, further assurances and other matters as
the Administrative Agent shall reasonably request;
(b) all fees and expenses payable to the Administrative Agent and the
Lenders (including the fees and expenses of counsel to the Administrative Agent)
accrued to date shall have been paid in full to the extent invoiced prior to or
on the Amendment Closing Date, but without prejudice to the later payment of
accrued fees and expenses not so invoiced.
3. Consent of the Guarantors. Each of the Guarantors has joined in the
execution of this Agreement for the purposes of consenting hereto and for the
further purpose of confirming its guaranty of the Obligations of one or more of
the Borrowers pursuant to the Facility Guaranty
2
to which such Guarantor is party and its obligations under each other Loan
Documents to which it is a party. Each Guarantor hereby consents, acknowledges
and agrees to the amendments of the Credit Agreement set forth herein and hereby
confirms and ratifies in all respects the Facility Guaranty and each other Loan
Document to which such Guarantor is a party and the enforceability of such
Facility Guaranty and each such other Loan Document against such Guarantor in
accordance with its terms.
4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders party hereto to enter into this Agreement,
the Borrowers represent and warrant to the Agent and such Lenders as follows:
(a) The representations and warranties made by the Borrowers
in Article VIII of the Credit Agreement (after giving effect to this
Agreement) and in each of the other Loan Documents to which it is a
party are true and correct in all material respects on and as of the
date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date;
(b) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole, since the date of the most recent
financial reports of the Borrowers delivered pursuant to Section 9.1 of
the Credit Agreement;
(c) There has been no occurrence of any event or events which
could reasonably be expected to have a Material Adverse Effect since
the date of the most recent financial reports of the Borrowers
delivered pursuant to Section 9.1 of the Credit Agreement;
(d) The Persons appearing as Guarantors on the signature pages
to this Agreement constitute all Persons who are required to be
Guarantors pursuant to the terms of the Credit Agreement and the other
Loan Documents, including without limitation all Persons who became
Subsidiaries or were otherwise required to become Guarantors after the
Closing Date as a result of any merger, acquisition or other
reorganization, and each such Person has executed and delivered a
Facility Guaranty; and
(e) No Default or Event of Default has occurred and is
continuing either immediately prior to or immediately after the
effectiveness of this Amendment.
5. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the "Relevant Documents"), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated in the Relevant Documents, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Agreement may be changed,
3
modified, waived or canceled orally or otherwise, except as permitted pursuant
to Section 13.6 of the Credit Agreement.
6. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects by each party hereto
and shall be and remain in full force and effect according to their respective
terms.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
8. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the state of New York.
9. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
10. References. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.
11. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrowers, the Administrative Agent and each of the
Guarantors and Lenders, and their respective successors, assigns and legal
representatives; provided, however, that neither any Borrower nor any Guarantor
may assign any rights, powers, duties or obligations hereunder except to the
extent expressly permitted under the Credit Agreement.
12. Expenses. The Borrowers agree to pay to the Administrative Agent
all reasonable out-of-pocket expenses of the Administrative Agent (including the
fees and expenses of counsel to the Administrative Agent) incurred or arising in
connection with the negotiation and preparation of this Agreement.
[SIGNATURE PAGES FOLLOW.]
4
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.
BORROWERS:
XXXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President, Secretary and Treasurer
EMPRESAS XXXXXXX-CEMENTERIOS
By: Xxxxxxx Cementerios Puerto Rico Holding II, B.V.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
EMPRESAS XXXXXXX-FUNERARIAS
By: Xxxxxxx Funerarias Puerto Rico Holding II, B.V.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
GUARANTORS:
X. X. XXXX FUNERAL HOME, INC.
ABBEY PLAN OF TEXAS, INC.
ACME MAUSOLEUM CORPORATION
ALL FAITHS MEMORIAL PARK, INC.
ALL SOULS MORTUARY, INC.
XXXXXX/XXXXXXXXX FUNERAL SERVICE, INC.
XXXXXXXX-XXXXXXX BROS. FUNERAL HOMES, INC.
XXXXXX X. XXXXXX & SON FUNERAL HOME, INC.
ARLINGTON MEMORIAL PARK CEMETERY AND
FUNERAL HOME, INC.
ASHES TO ASHES, INC.
ASSUMPTION MORTUARY, INC.
XXXXXXX-XXXXXXXXX FUNERAL HOMES, INC.
BARSTOW FUNERAL HOMES, INC.
XXXXXXXX-XXXXXXXX-XXX FUNERAL HOME, INC.
BAY AREA CREMATORY, INC.
XXXXX FUNERAL HOME, INC.
XXXXXXXX XXXXXXXX P.M., INC.
XXXX XXXXX FUNERAL CHAPEL TAMPA, INC.
XXXX XXXXX MEMORIAL CHAPEL, INC.
BLUEBONNET HILLS FUNERAL HOME, INC.
BLUEBONNET HILLS MEMORIAL PARK, INC.
BOUNDS FUNERAL HOME, INC.
XXXXXX-XXXXXXX FUNERAL HOME, INC.
XXXXX OCALA FUNERAL HOME, INC.
XXXXXXXX FAMILY, INC.
CALVARY MORTUARY OF LOS ANGELES,
CALIFORNIA, INC.
CASCADE CREMATORY, INC.
XXXXXXXX & XXXXX FUNERAL HOME, INC.
CATALINA CHANNEL CREMATION SOCIETY
CATAWBA MEMORIAL PARK, INC.
CATHOLIC MORTUARY SERVICES, INC.
CEDAR HILL CEMETERY COMPANY, INC.
CEMETERY MANAGEMENT, INC.
CEMETERY SERVICES, INC.
CHAPEL HILL CEMETERY, INC.
CHAPEL OF THE ROSES, INC.
CHAPEL OF THE VALLEY FUNERAL HOME, INC.
XXXXXXXX XXXX MEMORIAL PARK, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
X. X. XXXXXXXXX AND SONS, INC.
CLINCH VALLEY MEMORIAL CEMETERY, INC.
CORNELL & XXXXXXX, INC.
CREMATION SOCIETY NORTHWEST, INC.
XXXXXX & SONS, INCORPORATED
CREST LAWN MEMORIAL GARDENS, INC.
XXXXX & SON FUNERAL HOME, INC.
X.X. XXXXXXXX'X SONS, INC.
XXXXXX AND SON FUNERAL HOME, INC.
XXXXX X. XXXXX FUNERAL HOME, INC.
DESERT MEMORIAL, INC.
XXXXXXX MEMORIAL CHAPEL, INC.
XXXXXX BROTHERS HUNTINGTON VALLEY
MORTUARY
DRUID RIDGE CEMETERY COMPANY
XXXXXX FUNERAL HOME
XXXXXX, INC.
DWN PROPERTIES, INC.
X. X. XXXXXXXXXXX & SONS
EASTERN CEMETERY ASSOCIATES, INC.
EASTLAWN CORPORATION
EMERALD HILLS FUNERAL CORPORATION
EMPRESAS XXXXXXX-FUNERARIAS, INC.
EMPRESAS XXXXXXX-CEMENTERIOS, INC.
XXXXX FUNERAL HOME, INC.
EVERGREEN STAPLES FUNERAL CHAPEL, INC.
XXXXXX FUNERAL HOMES, INCORPORATED
XXXXXX PFP, INC.
FINDLAY CEMETERY, INC.
FLORIDA HILLS MEMORIAL GARDENS, INC.
FOREST HILLS CEMETERY, INC.
FORT LINCOLN CEMETERY, INC.
FORT LINCOLN FUNERAL HOME, INC.
FUNERAL SECURITY PLANS, INC.
GALLERY GRANITE CORPORATION
GARDEN OF MEMORIES, INC.
XXXXXXXXX XXXXXXXX MEMORIAL HOME, INC.
XXXXXX FAMILY FUNERAL HOME, INC.
XXXXXXX-HILLCREST, INC.
XXXXXX XXXXXXXXXX MEMORIAL PARK, INC.
XXXX HAVEN MEMORIAL PARK, INC.
GOOD SHEPHERD MEMORIAL GARDENS, INC.
XXXXX & XXXXX XXXXXXXX-XXXXXXX MORTUARY
GREENWOOD CEMETERY, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
XXXXXXX XXXXXXX - XXXXXX, INC.
XXXXXXX XXXXXXX XXXXXX & XXXX, INC.
XXXXXXX-XXXXXXX INSURANCE AGENCY, INC.
XXXXXXX-XXXXXXX, INC.
GROSS FUNERAL HOME, INC.
GUARDIAN CREMATION SOCIETY, INC.
GUARDIAN FUNERAL HOME, INC.
XXXXXXX FUNERAL HOME OF XXXXX COUNTY, INC.
XXXXXXX FUNERAL HOMES, INC.
XXXXXXX AND SON FUNERAL HOME, INC.
HIGHLAND MEMORIAL GARDENS, INC.
HIGHLAND MEMORY GARDENS, INC.
HILLCREST MEMORIAL CEMETERY, INC.
HILLTOP MEMORIAL PARK, INC.
XXXXX-XXXXXXX FUNERAL HOME, INC.
XXXXX HILL MEMORIAL PARK, INC.
HOLY CROSS MORTUARY OF CULVER CITY,
CALIFORNIA, INC.
HOLY CROSS MORTUARY OF POMONA,
CALIFORNIA, INC.
XXXXXX MORTUARY, INC.
XXXXXXX FUNERAL HOME AND CREMATORY, INC.
X. X. XXXXX & SON FUNERAL DIRECTORS, INC.
X.X. XXXXXX AND SON MORTUARY, INC.
XXXX X. XXXXXX FUNERAL HOME, INC.
KANAWHA PLAZA PARTNERSHIP
XXXX X. XXXXXX, INC.
KICLITER FUNERAL HOME, INC.
XXXXXXX-XXXXX FUNERAL HOME, INC.
XXXXX FUNERAL HOME, INC.
XXXX & NICE SUBURBAN CHAPEL, INC.
XXXX & NICE, INC.
XXXXXXX-XXXXXXXXX MORTUARY, INC.
XXXXXXX FUNERAL HOMES, INC.
LAKE LAWN METAIRIE FUNERAL HOME
LAKE LAWN PARK, INC.
LAKEWOOD MEMORIAL PARK, INC.
XXXXXXX FUNERAL CHAPELS, INC.
LAUREL LAND FUNERAL HOME OF FORT WORTH,
INC.
LAUREL LAND FUNERAL HOME, INC.
LAUREL LAND MEMORIAL PARK, INC.
LAUREL LAND OF FORT WORTH, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
LEGACY ONE, INC.
LINCOLN MEMORIAL MORTUARY, INC.
LITTLE BETHEL MEMORIAL PARK, INC.
LOI CHARLESTON, INC.
LOMBARD & CO.
LOUDON PARK CEMETERY COMPANY
LOUDON PARK FUNERAL HOME, INC.
XXXXX FUNERAL HOME, INC.
MADCEM OF FLORIDA, INC.
XXXXXXXX'X FUNERAL HOME, INC.
MEMORIAL FUNERAL HOME, INC.
MEMORIAL PARK CEMETERY, INC.
MEMORIAL SERVICES OF COLUMBIA, INC.
MEMORIAL SUNSET PARK, INC.
METROCREST FUNERAL HOME, INC.
MONTE VISTA BURIAL PARK, INC.
MONTICELLO MEMORY GARDENS, INC.
MONTLAWN MEMORIAL PARK, INC.
MT. JULIET MEMORIAL GARDENS, INC.
XXXXXX FUNERAL SERVICE, INC.
N. D. XXXXX & ASSOCIATES, INC.
NATIONAL EXCHANGE TRUST, LTD.
NATIONAL FUNERAL SERVICES, INCORPORATED
NATIONAL HARMONY MEMORIAL PARK, INC.
XXXX FUNERAL HOME OF LEBANON, INC.
NEPTUNE SOCIETY OF NEVADA, INC.
XXXXXXXXX & XXXXXXXX, INC.
XXXXXX-XXXXXX & ASHTON FUNERAL HOME, INC.
OAKLAWN PARK CEMETERY AND FUNERAL HOME,
INC.
XXXX XXXXXX FUNERAL HOME, INC.
PARKLAWN, INC.
PARKWOOD MANAGEMENT COMPANY
PASADENA FUNERAL HOME, INC.
XXXXXX FUNERAL HOME, INC.
PET HAVEN, INC.
PROFESSIONAL FUNERAL SERVICES, INC.
QUEEN OF HEAVEN MORTUARY, INC.
RENO MEMORIAL, INC.
REST HILLS MEMORIAL PARK, INC.
RESTLAND FUNERAL HOME, INC.
RESTLAND OF DALLAS, INC.
RESURRECTION MORTUARY, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
XXXXXXX XXXXXX FUNERAL SERVICE
RIVER CITIES FUNERAL CHAPEL, INC.
XXXXXXX FUNERAL HOME, INC.
ROSE HAVEN FUNERAL HOME & CEMETERY, INC.
ROSELAWN MEMORIAL GARDENS, INC.
ROYAL PALM MEMORIAL GARDENS, INC.
XXXXXX XXXXXXX, INC.
S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO,
INC.
S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC.
S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC.
S.E. ACQUISITION OF CALIFORNIA, INC.
S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC.
S.E. ACQUISITION OF DELANO, CALIFORNIA, INC.
S.E. ACQUISITION OF FREDONIA, NEW YORK INC.
S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC.
S.E. ACQUISITION OF LANCASTER, CALIFORNIA,
INC.
S.E. ACQUISITION OF LITHONIA, GEORGIA, INC.
S.E. ACQUISITION OF LOS OSOS MORTUARY AND
MEMORIAL PARK, INC.
S.E. ACQUISITION OF MALDEN, WEST VIRGINIA,
INC.
S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC.
X.X. XXXXXXXXXXX XX XXXXXX XXXXX, XXXXXX,
INC.
S.E. ACQUISITION OF NEVADA, INC.
S.E. ACQUISITION OF OAK LAWN AND ORLAND
PARK, ILLINOIS, INC.
S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC.
S.E. ACQUISITION OF OREGON, INC.
S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC.
S.E. ACQUISITION OF PENNSYLVANIA, INC.
S.E. ACQUISITION OF REEDSPORT, OREGON, INC.
S.E. ACQUISITION OF RENO, NEVADA INC.
S.E. ACQUISITION OF SANTE FE, NEW MEXICO, INC.
S.E. ACQUISITION OF WASHINGTON, INC.
S.E. AUSTRALIA, INC.
S.E. CEMETERIES OF ALABAMA, INC.
(f/k/a Pine Crest Cemetery, Inc.)
S.E. CEMETERIES OF LOUISIANA, INC.
(f/k/a Metairie Cemetery Association)
S.E. CEMETERIES OF NORTH CAROLINA, INC.
(f/k/a Memorial Parks, Incorporated)
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
S.E. CEMETERIES OF SOUTH CAROLINA, INC.
(f/k/a Oconee Memorial Gardens, Inc.)
S.E. CEMETERIES OF VIRGINIA, INC.
(f/k/a Wise Corporation)
S.E. CEMETERIES OF WEST VIRGINIA, INC.
(f/k/a Pleasant View Memory Gardens, Inc.)
S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC.
S.E. COMBINED SERVICES OF ALABAMA, INC.
(f/k/a Xxxxxx Funeral Home, Inc.)
S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.
(f/k/a S.E. Acquisition of Charleston, Inc.)
S.E. COMBINED SERVICES OF TENNESSEE, INC.
(f/k/a Kingsport Cemetery Corporation)
S.E. FUNERAL HOMES OF ALABAMA, INC.
(f/k/a Rockco and Son Funeral Home, Inc.)
S.E. FUNERAL HOMES OF LOUISIANA, INC.
(f/k/a Lake Lawn Metairie Funeral Home, Inc.)
S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.
(f/k/a Xxxxxxx Funeral Home, Inc.)
S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.
(f/k/a The Xxxxxx Mortuary, Inc.)
S.E. FUNERAL HOMES OF TENNESSEE, INC.
(f/k/a Mt. Juliet Funeral Home, Inc.)
S.E. FUNERAL HOMES OF VIRGINIA, INC.
(f/k/a Fairfax Funeral Home, Inc.)
S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.
(f/k/a Xxxxx Funeral Home, Inc.)
S.E. OF MARYLAND, INC.
S.E. MID-ATLANTIC, INC.
S.E. SOUTH-CENTRAL, INC.
S.E. TUCSON, ARIZONA, INC.
SAN DIEGO CEMETERY ASSOCIATION
SAN XXXXXXXX MISSION MORTUARY, INC.
SANTA XXXXXXX FUNERAL SERVICES, INC.
SANTA XXXXX MORTUARY, INC.
XXXXXXX MORTUARY, A CALIFORNIA
CORPORATION
SDCA HOLDINGS, INC.
SEMORAN FUNERAL HOME, INC.
SENTINEL CREMATION SOCIETIES, INC.
SIMPLE TRIBUTE OF FLORIDA, INC.
SIMPLE TRIBUTE OF TENNESSEE, INC.
SIMPLE TRIBUTE, INC.
SIMPLICITY PLAN OF CALIFORNIA, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
SIMPLICITY PLAN OF TEXAS, INC.
SINGING HILLS FUNERAL HOME, INC.
SOUTH MEMORIAL PARK, INC.
SOUTH DADE-PALMS MEMORIAL PARK, INC.
SOUTHPARK FUNERAL HOME, INC.
XXXXXXX ENTERPRISES (EUROPE), INC.
XXXXXXX PRE-NEED SERVICES, INC.
XXXXXXX RESOURCE CENTER, INC.
XXXXXXX SERVICES, INC.
XXXXXXXXX/XXXXXXX MORTUARY
STRONG & XXXXX FUNERAL HOME, INC.
SUNSET HILLS MEMORIAL PARK
SUNSET MEMORIAL PARK COMPANY
XXXXXX XXXXX MEMORIAL PARK, INC.
XXXXX'X DESERT HILLS MORTUARY, INC.
THE NASHVILLE HISTORIC CEMETERY
ASSOCIATION, INC.
THE PARKWOOD CEMETERY COMPANY
THE SIMPLICITY PLAN, INC.
TIME-LOCK INSURANCE AGENCY, INC.
TRINITY MEMORIAL GARDENS OF LAKELAND, INC.
XXXXXX CREMATORY, INC.
XXXXXX FUNERAL HOMES, INC.
XXXXXX X. XXXXXXXXX, INC.
XXXXXXX X. XXXXX & XXXXXX X. XXXXXXXX,
INC.
XXXXX & WOOD FUNERAL HOME, INC.
XXXXXXX X. XXXXXXXX, INC.
XXXXXX FUNERAL HOME, INC.
WISCONSIN MEMORIAL PARK COMPANY, INC.
WOODLAWN MEMORY GARDENS, INC.
WOODLAWN PARK CEMETERY COMPANY
WOODSIDE CHAPEL OF XXXXXXX & XXXXX
WYUKA FUNERAL HOME, INC.
WYUKA SIMPLICITY PLAN, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., AS AGENT
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------------------------
Title: Managing Director
-------------------------------------------------
[SIGNATURE PAGES OF LENDOR BANKS INTENTIONALLY OMITTED.
