EXHIBIT 10.1
THE CIT GROUP/BUSINESS
CREDIT, INC.
1211 Avenue of the Americas
New York, New York 10036
August 9, 2005
Rock of Ages Corporation
772 Graniteville Road
Barre, Vermont 05654
Re: Tenth Amendment and Waiver
Gentlemen:
We refer to the Financing
Agreement, dated as of December 17, 1997 (as amended, the "
Financing Agreement "), among Rock of Ages Corporation, Rock
of Ages Kentucky Cemeteries, LLC, Carolina Quarries, Inc.,
Pennsylvania Granite Corp., Keith Monument Company LLC, Rock of
Ages Memorials Inc. and Sioux Falls Monument Co. (collectively, the
" Companies "), the lenders from time to time parties
thereto (the " Lenders "), and The CIT Group/Business
Credit, Inc., as agent for the Lenders (in such capacity, the "
Agent "). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Financing
Agreement.
1. Waiver .
You have notified us that the Operating Cash Flow Ratio of the
Companies for the four fiscal quarters ending on or about June 30,
2005 was <1.99 to 1.00>. The failure of the Companies to
maintain an Operating Cash Flow Ratio of not less than .08 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 "). 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 knowledge thereof, nor shall
anything contained herein be deemed a waiver by the Agent or any
Lender of any Default or Event of Default which may occur after the
date hereof.
2.
Amendment . (a) The Companies, the Lenders and the Agent
hereby agree that, effective as of August 15, 2005, 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 conditions, as hereinafter defined, shall have occurred,
then effective on the first day of the month duri
