SIXTH AMENDMENT TO CREDIT
AGREEMENT
THIS SIXTH
AMENDMENT TO CREDIT AGREEMENT (this “ Sixth Amendment
”), dated as of May 4, 2009 (but effective as provided
in Section 5 of this Sixth Amendment), by and among CARRIAGE
SERVICES, INC., a Delaware corporation (the “ Borrower
”), the banks listed on the signature pages hereof (the
“ Lenders ”), WELLS FARGO BANK, N.A., as
Syndication Agent (in said capacity, the “ Syndication
Agent ”), and BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer (in said capacity as
Administrative Agent, the “ Administrative Agent
”).
A. The
Borrower, the Lenders, the Syndication Agent, and the
Administrative Agent are parties to that certain Credit Agreement,
dated as of April 27, 2005, as amended by that certain First
Amendment to Credit Agreement, dated as of August 31, 2005, as
modified by that certain Waiver and Consent, dated as of
September 1, 2006, as amended by that certain Second Amendment
to Credit Agreement, dated as of May 4, 2007, as amended by
that certain Third Amendment to Credit Agreement, dated as of
December 1, 2007, as amended by that certain Fourth Amendment
to Credit Agreement, dated as of November 14, 2008, as amended
by that certain Fifth Amendment to Credit Agreement, dated as of
December 31, 2008, and as modified by that certain Waiver to
Credit Agreement, dated as of March 19, 2009 (said Credit
Agreement, as amended and modified, the “ Credit
Agreement ”; the terms defined in the Credit Agreement
and not otherwise defined herein shall be used herein as defined in
the Credit Agreement).
B. The
Borrower has requested that the Lenders (i) amend the Credit
Agreement, as more fully set forth herein, and (ii) waive
certain Events of Default that have occurred under the Credit
Agreement.
C. The
Lenders parties to this Sixth Amendment (which Lenders constitute
the Required Lenders as required under the Credit Agreement) are
willing to agree to such amendment and waiver, subject to the
performance and observance in full of each of the covenants, terms
and conditions, and in reliance upon all of the representations and
warranties of the Borrower, set forth herein.
NOW, THEREFORE, in
consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby
acknowledged, the parties hereto covenant and agree as
follows:
1.
AMENDMENT . Section 7.11(a) of the Credit
Agreement is hereby amended to read as follows:
(a) Maximum
Leverage Ratio . Permit the Leverage Ratio as of the end of any
period of four consecutive fiscal quarters of the Borrower to be
greater than 3.75 to 1.00.
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2.
WAIVER . Subject to satisfaction of the conditions of
effectiveness to this Sixth Amendment set forth in Section 5
of this Sixth Amendment, the Administrative Agent and the Lenders
hereby waive the Events of Default that occurred under the Credit
Agreement as a result of the failure of the Borrower to comply with
the financial covenants set forth in Sections 7.11(a) and
7.11(b) of the Credit Agreement for the period of four
consecutive fiscal quarters ending on March 31, 2009 or at any
time during such period. The waiver provided herein does not apply
to (a) any covenants, terms or provisions of the Credit
Agreement other than Sections 7.11(a) and (b)
thereof or (b) the failure of the Borrower to comply with said
Sections for any period of four consecutive fiscal quarters other
than the period ending March 31, 2009.
3.
COMMITMENT REDUCTION . By signing below, the Administrative
Agent and the Lenders (a) acknowledge the request by the
Borrower to reduce the Aggregate Commitments to $20,000,000, (b)
waive the requirement for five Business Days’ prior notice
for such reduction of the Aggregate Commitments set forth in
Section 2.06 of the Credit Agreement, and
(c) agree that upon satisfaction of the conditions of
effectiveness to this Sixth Amendment set forth in Section 5
of this Sixth Amendment, the Aggregate Commitments shall be
$20,000,000.
4.
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT .
By its execution and delivery hereof, the Borrower represents and
warrants that, as of the date hereof, and immediately after giving
effect to this Sixth Amendment:
(a) the
representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct on and as of the
date hereof as made on and as of such date, except to the extent
that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of
such earlier date, and except that the representations and
warranties contained in subsection (a) of Section 5.05 of
the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit Agreement, except
that to the extent that such representations and warranties refer
to statements furnished pursuant to clause (b) of
Section 6.01 of the Credit Agreement, the representations and
warranties in subclauses (i) and (ii) of clause
(a) of Section 5.05 of the Credit Agreement shall be
qualified by reference to the absence of footnotes and shall be
subject to normal year-end audit adjustments;
(b) no event
has occurred and is continuing which constitutes a Default or Event
of Default;
(c) (i) the
Borrower has full power and authority to execute and deliver this
Sixth Amendment, (ii) this Sixth Amendment has been duly
executed and delivered
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