EXHIBIT 10.1
AMENDMENT NO. 2
This Amendment No. 2 dated as of July 25, 1997 ("Agreement"), is among
Carriage Services, Inc., a Delaware corporation (the "Borrower"), NationsBank of
Texas, N.A., as administrative agent (the "Administrative Agent"), Provident
Services, Inc., as documentation agent (together with the Administrative Agent,
the "Agents"), and the lenders signatory hereto (the "Lenders").
INTRODUCTION
The Borrower, the Agents, and the Lenders are parties to the Credit
Agreement dated as of August 13, 1996 (as modified, the "Credit Agreement"),
among the Borrower, the Lenders, and the Agents. The Borrower has requested and
the Agents and the Lenders have approved an increase in the Commitments under
the Credit Agreement in the amount of $25,000,000, bringing the aggregate
Commitments under the Credit Agreement to $100,000,000.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Agents, and the Lenders hereby agree
as follows:
Section 1. DEFINITIONS; REFERENCES. Unless otherwise defined in this
Agreement, each term used in this Agreement which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2. AMENDMENT.
(a) Each Lender's existing Commitment set forth opposite such Lender's
name on the signature pages to the Credit Agreement is hereby amended by
increasing such existing Commitment amount to the amount set forth below for
such Lender:
NEW
LENDER COMMITMENT
Provident Services, Inc. $53,333,334
NationsBank of Texas, N.A. $33,333,333
Bank One, Texas, N.A. $13,333,333
Total $100,000,000
(b) Section 6.01 of the Credit Agreement is amended by deleting the
reference to "$1,500,000" at the end of subparagraph (e) and replacing such
reference with a reference to "$5,000,000" and by deleting the reference to
"$1,500,000" at the end of subparagraph (f) and replacing such reference with a
reference to "$5,000,000".
Section 3. COMMITMENT INCREASE FEE. The Borrower shall pay to each
Lender a commitment increase fee, such commitment increase fee to be due and
payable on December 31, 1997; provided, however that if (a) the Borrower
terminates the Credit Agreement and establishes a successor credit facility with
an amount of credit greater than the Credit Agreement on or before December 31,
1997, (b) such Lender is asked to participate in such successor credit facility,
and (c) such Lender is paid a commitment fee greater than the amount of the
commitment increase fee due under this Section 3 in connection therewith, then
the commitment increase fee due under this Section 3 shall be waived with
respect to such Lender.
Section 4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the execution, delivery and performance of this Agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceedings, (b) this Agreement and the Notes issued
in connection herewith constitute legal, valid, and binding obligations of the
Borrower enforceable in accordance with their terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the rights of creditors generally and general principles of equity,
and (c) upon the effectiveness of this Agreement and the amendment of the Credit
Documents as provided for herein, no Event of Default shall exist under the
Credit Documents and there shall have occurred no event which with notice or
lapse of time would become an Event of Default under the Credit Documents, as
amended.
Section 5. EFFECT ON CREDIT DOCUMENTS. Except as amended herein, the
Credit Agreement and all other Credit Documents remain in full force and effect
as originally executed. Nothing herein shall act as a waiver of any Agent's or
Lender's rights under the Credit Documents as amended, including the waiver of
any default or event of default, however denominated. The Borrower must continue
to comply with the terms of the Credit Documents, as amended. This Agreement is
a Credit Document for the purposes of the provisions of the other Credit
Documents.
Section 6. EFFECTIVENESS. This Agreement shall become effective and the
Credit Agreement shall be amended as provided in this Agreement effective on the
date first set forth above when the following conditions precedent shall have
been satisfied:
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(a) the Borrower and the Lenders shall have provided to the
Administrative Agent duly executed and delivered originals of this Agreement;
(b) the Borrower shall have provided to the Administrative Agent a
duly executed and delivered original Note for each Lender dated as of the date
of this Agreement reflecting the increased Commitment of the Lender hereunder;
(c) the Borrower shall have provided to the Administrative Agent a
Certificate of Secretary for the Borrower certifying no conflicts with the
Articles and Bylaws of the Borrower, resolutions of the Board of Directors of
the Borrower, and authorized officers of the Borrower for the execution of this
Agreement and the Notes executed in connection herewith in a form and substance
satisfactory to the Administrative Agent; and
(d) the Borrower shall have provided to the Administrative Agent an
original Reaffirmation of Guaranty, duly executed and delivered by each
Subsidiary of the Borrower.
Section 7. MISCELLANEOUS. The miscellaneous provisions of the Credit
Agreement apply to this Agreement. This Agreement may be signed in any number of
counterparts, each of which shall be an original.
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THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS
AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
BORROWER:
CARRIAGE SERVICES, INC.
By:___________________________________
Thomas C. Livengood
Executive Vice President and
Chief Financial Officer
AGENTS AND LENDERS:
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent and as a Lender
By:___________________________________
Albert L. Welch
Vice President
PROVIDENT SERVICES, INC.,
as Documentation Agent and as a Lender
By:___________________________________
Daniel M. Chong
Vice President
BANK ONE, TEXAS, N.A.
By:___________________________________
H. Gale Smith
Vice President
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