ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On May 31, 2018, Carriage Services, Inc. (the “Company”) entered into a $150 million senior secured revolving credit facility (the “Credit Facility”) with certain of the Company’s subsidiaries that guarantee the Company’s obligations under the Credit Facility (the “Credit Facility Guarantors”), the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, (“BofA”).
On November 8, 2018, the Company entered into a first amendment (the “Amendment”) to the Credit Facility with the lenders named therein and BofA, as the administrative agent, and the Credit Facility Guarantors ratified and consented to such Amendment. The Amendment (i) modified the definition of “EBITDA” in the Credit Facility to increase from $1,000,000 to $2,000,000 the aggregate amount of severance costs that may be added back to Net Income (as defined in the Credit Facility) when calculating EBITDA for any period, and (ii) modified the negative covenant restriction on Restricted Payments (as defined in the Credit Facility) to permit the Company to acquire or purchase Equity Interests (as defined in the Credit Facility) of the Company subject to the satisfaction of certain conditions and provided that, if before and after givingpro-forma effect to such acquisition or purchase the Total Leverage Ratio (as defined in the Credit Facility) is (x) equal to or greater than 4.50 to 1.00 but less than or equal to 5.25 to 1.00, then the aggregate amount may not exceed $30,000,000 during the term of the Credit Facility, and (y) less than 4.50 to 1.00, then the aggregate amount is unlimited.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits