EXHIBIT 10.1
AMENDMENT NO. 1
This Amendment No. 1 dated as of April 24, 1998 ("Agreement"), is among
Carriage Services, Inc., a Delaware corporation (the "Borrower"), the lenders
signatory to the Credit Agreement described below (the "Lenders"), and
NationsBank of Texas, N.A., as agent (the "Agent") for the Lenders.
INTRODUCTION
Reference is made to the Credit Agreement dated as of September 9, 1997
(the "Credit Agreement") among the Borrower, the Lenders, and the Agent. The
Borrower has requested that the Lenders and the Agent make certain amendments to
Section 6.02(a)(iv) (Debts, Guaranties and Other Obligations) of the Credit
Agreement, and the Lenders and the Agent have agreed, on the terms and
conditions contained herein, to make such amendments.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Agent 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) Section 6.02(a) of the Credit Agreement is amended by deleting in its
entirety subparagraph (iv) of such Section and replacing such subparagraph with
the following:
(iv) Debt of the Borrower or any of its Subsidiaries (in addition to Debt
described in paragraphs (i) through (iii) above), provided that the
aggregate outstanding principal amount of such Debt does not exceed
25% of the Borrower's Net Worth at any time on or after the date on
which such Debt is created, assumed or incurred.
(b) EXHIBIT H to the Credit Agreement is deleted therefrom, and EXHIBIT H
attached hereto is substituted in lieu thereof.
Section 3. 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 constitutes legal,
valid, and binding obligation of the Borrower enforceable against the Borrower
in accordance with its 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 4. 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 the Agent's or
any 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. Without limiting the foregoing, any breach of representations,
warranties, and covenants under this Agreement may be a default or event of
default under the other Credit Documents.
Section 5. 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 Borrower and the Majority Lenders shall have
duly and validly executed originals of this Agreement and delivered the same to
the Agent.
Section 6. 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.
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.
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EXECUTED as of the date first above written.
BORROWER:
CARRIAGE SERVICES, INC.
By:
Thomas C. Livengood, Executive Vice
President and Chief Financial
Officer
AGENT:
NATIONSBANK OF TEXAS, N.A., as Agent
By:
Albert L. Welch
Vice President
LENDERS:
NATIONSBANK OF TEXAS, N.A.,
By:
Albert L. Welch
Vice President
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PROVIDENT SERVICES, INC.
By:
Daniel M. Chong
Vice President
BANK ONE, TEXAS, NA
By:
H. Gale Smith
Vice President
CIBC INC.
By:
Name:
Title:
CORESTATES BANK, N.A.
By:
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
Name:
Title:
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