EXHIBIT 4.6
WAIVER OF REGISTRATION RIGHTS
This Waiver of Registration Rights is entered into and effective as of June
27, 2002, by and between Alderwoods Group, Inc. (the "Company") and Angelo
Gordon & Co. ("Angelo Gordon").
RECITALS
A. Pursuant to the Fourth Amended Joint Plan of Reorganization of Loewen
Group International, Inc., Its Parent Corporation and Certain of Their Debtor
Subsidiaries, dated as of September 10, 2001 (as modified, the "Plan"), Angelo
Gordon, Franklin Mutual Advisers, LLC, GSCP Recovery, Inc., GSC Recovery II,
L.P. and Oaktree Capital Management, LLC (collectively, the "Eligible Holders")
each received distributions or otherwise became the beneficial owners of certain
of the Company's 11% Senior Secured Notes due 2007 and 12 1/4% Senior Notes due
2009 (collectively, the "Registrable Notes") and certain shares of the Company's
common stock, par value $0.01 per share (the "Registrable Shares"), as well as
certain of the Company's 12 1/4% Senior Notes due 2004, which were subsequently
redeemed in full.
B. Pursuant to the Debt Registration Rights Agreement by and among the
Company and the Eligible Holders, dated as of January 2, 2002 (the "Debt
Registration Rights Agreement"), the Company has agreed to provide for the
registration of the sale of the Registrable Notes by the Eligible Holders and
certain of their transferees on the terms set forth in the Debt Registration
Rights Agreement.
C. Pursuant to the Equity Registration Rights Agreement by and among the
Company and the Eligible Holders, dated as of January 2, 2002 (the "Equity
Registration Rights Agreement"), the Company has agreed to provide for the
registration of the sale of the Registrable Shares by the Eligible Holders and
certain of their transferees on the terms set forth in the Equity Registration
Rights Agreement.
D. The Company has offered to, and did include, the Registrable Notes and
Registrable Shares of Angelo Gordon as securities to be registered in the
Registration Statement on Form S-1 initially filed with the Securities and
Exchange Commission (the "SEC") by the Company on April 1, 2002 (as amended, the
"Shelf Registration Statement").
E. The Shelf Registration Statement has not yet become effective, pursuant
to the Securities Act of 1933, as amended (the "Securities Act").
F. Angelo Gordon now desires to remove its Registrable Notes from the Shelf
Registration Statement and waive any rights it may have under the Debt
Registration Rights Agreement to cause the Company to effect the registration of
such Registrable Notes.
G. Angelo Gordon and the Company acknowledge that it will take time to
modify the Shelf Registration Statement to reflect the removal of Angelo
Gordon's Registrable Notes and, accordingly, Angelo Gordon has further agreed to
waive any rights that it may have under the Equity Registration Rights Agreement
if the Shelf Registration Statement does not become effective pursuant to the
Securities Act within 90 days after the date on which the Shelf Registration
Statement was initially filed with the SEC.
NOW, THEREFORE, in accordance with Section 9.5 of the Debt Registration
Rights Agreement and Section 9.5 of the Equity Registration Rights Agreement and
in consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. As promptly as reasonably practicable, the Company will file a
pre-effective amendment to the Shelf Registration Statement that will
remove Angelo Gordon's Registrable Notes as securities to be
registered thereunder.
2. Angelo Gordon hereby waives all of its rights under the Debt
Registration Rights Agreement.
3. Angelo Gordon hereby waives any rights that it may have under the
Equity Registration Rights Agreement if the Shelf Registration
Statement is not declared effective within 90 calendar days after the
date on which it was initially filed with the SEC, provided that the
Company uses its reasonable best efforts to cause the Shelf
Registration Statement to be declared effective within 120 calendar
days after the date on which the Shelf Registration Statement was
initially filed with the SEC.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed as of the date first written above.
ALDERWOODS GROUP, INC.
By: /s/ ELLEN NEEMAN
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Ellen Neeman, Senior Vice President,
Legal and Compliance
ANGELO GORDON & CO.
By: /s/ JEFFREY H. ARONSON
------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
AG CAPITAL FUNDING PARTNERS, L.P.
By: ANGELO, GORDON & CO, L.P.,
AS INVESTMENT ADVISOR
By: /s/ JOHN W. FRASER
----------------------------
Name: John W. Fraser
Title: Managing Director