EXHIBIT 99.5
[
], 2005
Wells Fargo Bank, National
Association
505 Main Street, Suite 301
Fort Worth, Texas 76102
Attention: Corporate Trust Services
Ladies and Gentlemen:
Carriage
Services, Inc., a Delaware corporation (the “Company”),
proposes to make an offer (the “Exchange Offer”) to
exchange up to $130,000,000 of its outstanding unregistered 7.875%
Notes due January 15, 2015 (the “Old Notes”) for
up to $130,000,000 of its registered 7.875% Notes due
January 15, 2015 (the “New Notes”). The terms and
conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated [
], 2005 (the “Prospectus”), proposed to be distributed
to all record holders of the Old Notes. All capitalized terms used
herein and not defined herein shall have the meanings ascribed to
them in the Prospectus.
The Company
hereby appoints Wells Fargo Bank, National Association to act as
exchange agent (the “Exchange Agent”) in connection
with the Exchange Offer. References herein to “you”
shall refer to Wells Fargo Bank, National Association.
The Exchange
Offer is expected to be commenced by the Company on or about [
], 2005. The letter of transmittal (the “Letter of
Transmittal”) accompanying the Prospectus (or in the case of
book-entry notes, the Automated Tender Offer Program
(“ATOP”) of The Depository Trust Company (the
“DTC”)) is to be used by the holders of the Old Notes
to accept the Exchange Offer and contains instructions with respect
to the delivery of Old Notes tendered in connection
therewith.
The Exchange
Offer shall expire at 5:00 p.m., New York City time, on [
], 2005 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the “Expiration Date”).
Subject to the terms and conditions set forth in the Prospectus,
the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you
before 9:00 a.m., New York City time, on the business day following
the previously scheduled Expiration Date.
The Company
expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under
the
caption “The Exchange Offer
— Conditions of the Exchange Offer.” The Company will
give oral (promptly confirmed in writing) or written notice of any
amendment, termination or non-acceptance to you as promptly as
practicable.
In carrying
out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You
will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned “The
Exchange Offer,” in the Letter of Transmittal or as
specifically set forth herein; provided , however ,
that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You
will establish a book-entry account with respect to the Old Notes
at the DTC for purposes of the Exchange Offer within two business
days after the date of the Prospectus, and any financial
institution that is a participant in the DTC’s systems may
make book-entry delivery of the Old Notes by causing the DTC to
transfer such Old Notes into your account in accordance with the
DTC’s procedure for such transfer.
3. You
are to examine each of the Letters of Transmittal and certificates
for Old Notes (or confirmation of book-entry transfer into your
account at the DTC) and any other documents delivered or mailed to
you by or for holders of the Old Notes to ascertain whether:
(i) the Letters of Transmittal and any such other documents
are duly executed and properly completed and delivered in
accordance with instructions set forth therein; and (ii) the
Old Notes have otherwise been properly tendered. In each case where
the Letter of Transmittal or any other document has been improperly
completed or executed or any of the certificates for Old Notes are
not in proper form for transfer or some other irregularity in
connection with the acceptance of the Exchange Offer exists, you
will endeavor to inform the presenters of the need for fulfillment
of all requirements and to take any other action as may be
reasonably necessary or advisable to cause such irregularity to be
corrected.
4. With
the approval of the Chairman of the Board, President, Chief
Executive Officer, Chief Financial Officer, any Vice President,
Treasurer and any Assistant Treasurer of, and any legal counsel to,
the Company (each, an “Authorized Representative”)
(such approval, if given orally, to be promptly confirmed in
writing) or any other party designated in writing by such persons,
you are authorized to waive any irregularities in connection with
any tender of Old Notes pursuant to the Exchange Offer.
5. Tenders
of Old Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned
“The Exchange Offer — Procedures for Tendering Old
Notes,” and Old Notes shall be considered properly tendered
and delivered to you only when tendered and delivered in accordance
with the procedures set forth therein. Notwithstanding the
provisions of this Section 5, Old Notes that an Authorized
Representative of the Company shall approve as having been properly
tendered and delivered shall be considered to be properly tendered
and delivered (provided such approval, if given orally, shall be
promptly confirmed in writing).
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6. You
shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Notes.
7. You
shall accept tenders:
(a) in
cases where the Old Notes are registered in two or more names only
if signed by all named holders;
(b) in
cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is
submitted; and
(c) from
persons other than the registered holder of Old Notes, provided
that customary transfer requirements, including payment of any
applicable transfer taxes, are fulfilled.
You shall
accept partial tenders of Old Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for
Old Notes to the registrar for split-up and return any untendered
Old Notes to the holder (or such other person as may be designated
in the Letter of Transmittal) as promptly as practicable after
expiration or termination of the Exchange Offer.
8. Upon
satisfaction or waiver of all of the conditions of the Exchange
Offer, the Company will notify you (such notice, if given orally,
to be promptly confirmed in writing) of its acceptance, promptly
after the Expiration Date, of all Old Notes properly tendered and
you, on behalf of the Company, will exchange New Notes for such Old
Notes properly tendered (and not withdrawn, or if withdrawn,
validly retendered) pursuant to the Exchange Offer. Delivery of New
Notes will be made on behalf of the Company by you at the rate of
$1,000 principal amount of New Notes for each $1,000 principal
amount of the corresponding Old Notes tendered promptly after
notice (such notice if given orally, to be promptly confirmed in
writing) of acceptance of said Old Notes by the Company;
provided , however , that in all cases, Old Notes
tendered pursuant to the Exchange Offer will be exchanged only
after timely receipt by you of certificates for such Old Notes (or
confirmation of book-entry transfer into your account at the DTC),
a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) or a properly transmitted
agent’s message transmitted through ATOP with any required
signature guarantees and any other required documents. You shall
issue New Notes only in denominations of $1,000 or any integral
multiple thereof.
9. You
are directed to cancel and shall maintain in your custody all Old
Notes, together with any Letters of Transmittal and related
documents you may receive that (in each case) have been accepted by
the Company for exchange. Upon the termination of this letter
agreement, you shall forward to the Company all documents you
received in connection with the accepted tenders of the Old Notes
(including any Letters of Transmittal, telegrams or facsimile
transmissions which may be presented) with respect to which an
exchange has been effectuated. Such deliveries shall be effectuated
by courier or other means acceptable to the Company and shall be at
the sole cost and risk of the Company. The Old Notes shall be
cancelled and destroyed by you according to your standard
procedures.
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10. Tenders
pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time prior
to the Expiration Date.
11. The
Company shall not be required to exchange New Notes for any Old
Not
