EXHIBIT 10.1 ELEVENTH AMENDMENT, CONSENT AND WAIVER

EXHIBIT 10.1

    ELEVENTH AMENDMENT, CONSENT AND WAIVER dated as of November 15, 2005 ("Amendment"), executed and delivered in connection with that certain FINANCING AGREEMENT , among ROCK OF AGES CORPORATION, a Delaware corporation ("ROA"), ROCK OF AGES KENTUCKY CEMETERIES, LLC, a Delaware limited liability company ("Kentucky"), CAROLINA QUARRIES, INC., a Delaware corporation ("Carolina"), PENNSYLVANIA GRANITE CORP. , a Pennsylvania corporation ("Pennsylvania"), KEITH MONUMENT COMPANY LLC, a Delaware limited liability company ("Keith"), ROCK OF AGES MEMORIALS INC., a Delaware corporation ("Memorials") and SIOUX FALLS MONUMENT CO., a South Dakota corporation ("Sioux Falls"), as borrowers (ROA, Kentucky, Carolina, Pennsylvania, Keith, Memorials and Sioux Falls each a "Company" and collectively the "Companies"), the lenders party thereto (each a "Lender" and collectively the "Lenders") and THE CIT GROUP/BUSINESS CREDIT, INC. ("CIT"), as agent for the Lenders (in such capacity, the "Agent"). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement (as defined below).

    WHEREAS , the Companies, the Lenders and the Agent are parties to that certain Financing Agreement, dated as of December 17, 1997, which agreement has been amended by (a) the letter amendment dated June 22, 1998 (the "First Amendment"), (b) the Amendment dated June 1, 1999 (the "Second Amendment"), (c) the Consent and Amendment dated December 20, 1999 (the "Third Amendment"), (d) the Consent and Amendment dated as of December 27, 2000 (the "Fourth Amendment"), (e) the Fifth Amendment dated as of October 23, 2002 (the "Fifth Amendment"), (f) the Sixth Amendment and Waiver dated November 11, 2003 (the "Sixth Amendment"), (g) the Seventh Amendment and Waiver dated as of February 16, 2004 (the "Seventh Amendment"), (h) the Eighth Amendment dated as of July 8, 2004 (the "Eighth Amendment"), (i) the Ninth Amendment dated as of December 31, 2004 (the "Ninth Amendment") and (j) the Tenth Amendment and Waiver dated August 9, 2005 (the "Tenth Amendment") (as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth Amendment and as the same may hereafter be amended, modified, supplemented or restated from time to time, the "Financing Agreement");

    WHEREAS , the Companies have requested that the Lenders (a) agree to (i) waive as an Event of Default a violation of one of the financial covenants contained in the Financing Agreement, (ii) reconstitute $6,189,215 of Revolving Loans as Acquisition Term Loans and (iii) modify certain provisions contained in the Financing Agreement and (b) consent to the FFS Sale and the Wells Lamson Sale (as each such term is defined in Section Two hereof), and the Lenders have agreed to the foregoing request, on the terms and subject to the conditions set forth in this Amendment.

    NOW THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

    Section One.   Amendments . Effective as of the date hereof, upon satisfaction of all of the conditions set forth in Section Seven hereof, the Financing Agreement is hereby amended as follows:

        (a)     Applicable Increments . The Companies, the Lenders and the Agent hereby agree that, effective as of the date hereof, each Applicable Increment set forth in the definition of the term "Applicable Increment" in the Financing Agreement shall be increased by .25%, provided , however , that in the event that the reduction condition, as hereinafter defined, shall have occurred, then effective on the first day of the month during which the Agent shall have received the quarterly financial statements of each Company for the fiscal quarter ending on or about June 30, 2006 required to be delivered pursuant to Paragraph 8 of Section 7 of the Financing Agreement, each such Applicable Increment shall be automatically reduced by .25%. As used herein, the term "reduction condition" shall mean that at no time during the period commencing on the date of this letter agreement and ending on the date of receipt by the Agent of the quarterly financial statements described in the preceding sentence shall an Event of Default have occurred and be continuing. The increase in the Applicable Increments and the conditions for the subsequent reduction thereof provided for herein are separate from, and in addition to, the increase in the Applicable Increments and the conditions for the subsequent reduction thereof set forth in the Tenth Amendment.

        (b)    Section 3 . Revolving Loans . The first sentence of Paragraph 1 of Section 3 of the Financing Agreement is deleted in its entirety and the following substituted in lieu thereof:

    (c)     Section 7 . Representations, Warranties and Covenants .

            (i)    Notwithstanding anything to the contrary set forth in Clause G of Paragraph 10 of Section 7 of the Financing Agreement, each of the Companies hereby agrees that it will not declare or pay cash dividends of any kind on any capital stock or equity interest of such Company of any class during the period beginning on and including the date hereof and ending on and including December 31, 2006, in each case without the prior written consent of the Required Lenders, except: (A) for cash dividends of $.025/share of ROA which have been declared and are payable on or about December 15, 2005; and (B) that any Company may declare and pay dividends on its capital stock or equity interests to ROA to facilitate payment of income taxes due as a result of the filing of a unitary or consolidated tax return on which the income of such Company is included.

-2-

            (ii)    Paragraph 14 of Section 7 of the Financing Agreement is deleted in its entirety and the following substituted in lieu thereof:

            (iii)    Section 7 of the Financing Agreement is amended by adding the following new Paragraph 23 at the end thereof thereof:

-3-

    Section Two.     Consents .

        (a)    Sale of FFS Holdings Stock . ROA has informed the Agent that on October 19, 2005 ROA sold all of its shares in FFS Holdings, Inc. for an aggregate purchase price of $3,850,000 (the "FFS Sale"). The Lenders hereby consent to the FFS Sale. On or about October 19, 2005, the Agent received cash proceeds of the FFS Sale in an amount of $3,850,000, and on October 20, 2005, the Agent applied such proceeds as follows: (i) $3,500,000 to the principal balance of Acquisition Term Loans outstanding on such date; and (ii) $350,000 to the principal balance of Revolving Loans outstanding on such date. The Companies hereby consent to the Agent's application of the proceeds of the FFS Sale as described in the preceding sentence.

        (b)    Sale of Wells Lamson Sawplant . ROA has informed the Lenders that it intends to sell its fee simple interest in the real property and improvements located in the Town of Barre, Vermont, described on Exhibit A hereto for a purchase price of not less than $300,000 (the "Wells Lamson Sale"). The Lenders hereby consent to the Wells Lamson Sale, provided that: (i) such sale is consummated on or before the date which is ninety (90) days after the date of this Amendment; (ii) the net cash proceeds of such sale are not less than $300,000 and are promptly remitted to the Agent for application to the Revolving Loans; (iii) ROA obtains a non-compete agreement from the buyer of the subject property, in form and substance satisfactory to the Agent; and (iv) immediately before and immediately after giving effect to such sale, no Default or Event of Default shall have occurred and be continuing. Each Company hereby represents to the Agent and the Lenders that the property described on Exhibit A hereto is not currently being used by such Company for its operations and will not be in use by such Company at the time of the Wells Lamson Sale.

    Section Three.     Waiver . ROA has notified the Agent that the Operating Cash Flow Ratio of the Companies for the two fiscal quarters ended on or about September 30, 2005 was <.24> to 1.00. The failure of the Companies to maintain an Operating Cash Flow Ratio of not less than .61 to 1.00 for such period constitutes a violation of Subparagraph 14 of Section 7 of the Financing Agreement and an Event of Default under the Financing Agreement (the " Designated Default "). Effective as of the date hereof, upon satisfaction of all of the conditions set forth in Section Seven hereof, the Lenders hereby waive the Designated Default as an Event of Default. Nothing contained herein shall constitute a waiver by the Agent or any Lender of any other Default or Event of Default, whether or not the Agent or any Lender has any