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EXHIBIT 99.2
AGREEMENT AND FIRST AMENDMENT
TO
COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY A)
THIS AGREEMENT AND FIRST AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (FACILITY A) (this "Amendment") dated as of
June 26, 1998 is among:
(a) SERVICE CORPORATION INTERNATIONAL, a Texas corporation
(the "Company");
(b) the banks and other financial institutions listed on the
signature pages hereof, (collectively, the "Banks");
(c) THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Banks (in such capacity, the "Administrative
Agent"); and
(d) BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION,
CITIBANK, N.A., NATIONSBANK, N.A., ROYAL BANK OF CANADA, SOCIETE GENERALE, and
UNION BANK OF SWITZERLAND (collectively, the "Co-Agents").
PRELIMINARY STATEMENT
The Company, the Banks, the Administrative Agent and the
Co-Agents have entered into a Competitive Advance and Revolving Credit Facility
Agreement (Facility A) dated as of June 27, 1997 (said Competitive Advance and
Revolving Credit Facility Agreement (Facility A) being the "Credit Agreement").
All capitalized terms defined in the Credit Agreement and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement. The
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Company, the Banks, the Administrative Agent and the Co-Agents have agreed, upon
the terms and conditions specified herein, to amend the Credit Agreement as
hereinafter set forth:
NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Banks, the Administrative
Agent and the Co-Agents hereby agree as follows:
SECTION 1. Amendments to Section 1.01 of the Credit Agreement.
The definition of the term "Original Termination Date" contained in Section 1.01
of the Credit Agreement is hereby amended in its entirety to read as follows:
"'Original Termination Date' means June 25, 1999.".
SECTION 2. Amendment to Section 2.07(a) of the Credit
Agreement. Section 2.07(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(a) The Company agrees to pay to each Bank, through
the Administrative Agent, (i) on each March 31, June 30, September 30
and December 31 from the Execution Date to the date on which the
Commitment of such Bank has been terminated and (ii) on the Maturity
Date and on any other date on which the Commitment of such Bank has
been terminated, facility fees (such facility fees being the "Facility
Fees"), in immediately available funds, equal to .08 of 1% of the
amount of the Commitment of such Bank from time to time outstanding,
whether used, deemed used or unused, during the preceding quarter (or
shorter period commencing with the Execution Date and/or ending with
the Maturity Date).".
SECTION 3. Amendment to Section 2.09(a) of the Credit
Agreement. Section 2.09(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:
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"(a) Subject to the provisions of Section 2.09(d) and
Section 2.10, the Loans comprising each Eurodollar Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal to (i) in the case
of each Eurodollar Committed Loan, the lesser of (A) the IBO Rate for
the Interest Period in effect for such Borrowing plus .14 of 1% and (B)
the Highest Lawful Rate, and (ii) in the case of each Eurodollar
Competitive Loan, the lesser of (A) the IBO Rate for the Interest
Period in effect for such Borrowing plus the Margin offered by the Bank
making such Loan and accepted by a Borrower pursuant to Section 2.03
and (B) the Highest Lawful Rate.".
SECTION 4. Conditions of Effectiveness. This Amendment shall
become effective when, and only when the following conditions shall have been
fulfilled:
(a) the Company, the Administrative Agent, the Co-Agents and
each Bank shall have executed a counterpart hereof and delivered the same to the
Administrative Agent or, in the case of any Bank as to which an executed
counterpart hereof shall not have been so delivered, the Administrative Agent
shall have received written confirmation by telecopy or other similar writing
from such Bank of execution of a counterpart hereof by such Bank; and
(b) the Administrative Agent shall have received from the
Company a certificate of the Secretary or Assistant Secretary of the Company
certifying that attached thereto is (i) a true and complete copy of the general
borrowing resolutions of the Board of Directors of the Company authorizing the
execution, delivery and performance of the Credit Agreement, as amended hereby,
and (ii) the incumbency and specimen signature of each officer of the Company
executing this Amendment.
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SECTION 5. Representations and Warranties True; No Default or
Event of Default. The Company hereby represents and warrants to the
Administrative Agent, the Co-Agents and the Banks that after giving effect to
the execution and delivery of this Amendment: (a) the representations and
warranties set forth in the Credit Agreement are true and correct on the date
hereof as though made on and as of such date; provided, however, that for
purposes of this Section 5, (i) the reference in the first sentence of Section
4.07 to the Company Financials shall be a reference to the consolidated
financial statements of the Company and its Subsidiaries most recently delivered
to the Administrative Agent and the Banks by the Company pursuant to Section
5.01(a)(i) or 5.01(a)(ii), as the case may be, and (ii) the reference in the
last sentence of Section 4.07 to December 31, 1996, shall be a reference to
December 31, 1997; and (b) no event has occurred and is continuing that
constitutes either a Default or an Event of Default.
SECTION 7. Reference to the Credit Agreement and Effect on the
Notes and Other Documents Executed Pursuant to the Credit Agreement.
(a) Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or
words of like import shall mean and be a reference to the Credit Agreement, as
amended hereby.
(b) Upon the effectiveness of this Amendment, each reference
in the Notes and the other documents and agreements delivered or to be delivered
pursuant to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended hereby.
(c) The Credit Agreement and the Notes and other documents and
agreements delivered pursuant to the Credit Agreement, and modified by the
amendments referred to above, shall remain in full force and effect and are
hereby ratified and confirmed.
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SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
SECTION 8. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE
ADMINISTRATIVE AGENT, THE CO-AGENTS AND THE BANKS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SECTION 10. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
SECTION 11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT (INCLUDING
THE EXHIBITS AND SCHEDULES HERETO), AS AMENDED HEREBY, THE BORROWING SUBSIDIARY
COUNTERPARTS, IF ANY, THE ASSIGNMENT AND ACCEPTANCES, IF ANY, AND THE AGENT'S
FEE LETTER EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE
ADMINISTRATIVE AGENT, THE CO-AGENTS AND THE BANKS RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR PROPOSALS, AGREEMENTS AND
UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed effective as of the date first stated herein, by their
respective officers thereunto duly authorized.
SERVICE CORPORATION INTERNATIONAL
By:
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Name: Gregory L. Cauthen
Title: Vice President and Treasurer
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THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
---------------------------------
Name:
Title:
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CO-AGENTS:
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, as Co-Agent
By:
---------------------------------
Name:
Title:
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CITIBANK N.A., as Co-Agent
By:
---------------------------------
Name:
Title:
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NATIONSBANK, N.A., as Co-Agent
By:
---------------------------------
Name:
Title:
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ROYAL BANK OF CANADA, as Co-Agent
By:
---------------------------------
Name:
Title:
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SOCIETE GENERALE, as Co-Agent
By:
---------------------------------
Name:
Title:
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UNION BANK OF SWITZERLAND, as Co-Agent
By:
---------------------------------
Name:
Title:
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BANKS
ABN AMRO BANK N.V., HOUSTON AGENCY
By:
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Name:
Title:
By:
---------------------------------
Name:
Title:
Commitment: $15,000,000.00
FACILITY A
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BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION
By:
---------------------------------
Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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THE BANK OF NEW YORK
By:
---------------------------------
Name:
Title:
Commitment: $15,000,000.00
FACILITY A
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By:
---------------------------------
Name:
Title:
Commitment: $15,000,000.00
FACILITY A
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BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By:
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Name:
Title:
Commitment: $9,000,000.00
FACILITY A
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CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:
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Name:
Title:
Commitment: $30,000,000.00
FACILITY A
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CIBC, INC.
By:
---------------------------------
Name:
Title:
Commitment: $15,000,000.00
FACILITY A
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CITIBANK, N.A.
By:
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Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Commitment: $6,000,000.00
FACILITY A
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
Title:
Commitment: $6,000,000.00
FACILITY A
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THE FUJI BANK, LIMITED
By:
---------------------------------
Name:
Title:
Commitment: $6,000,000.00
FACILITY A
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ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Commitment: $6,000,000.00
FACILITY A
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NATIONSBANK N.A.
By:
---------------------------------
Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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ROYAL BANK OF CANADA
By:
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Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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SOCIETE GENERALE, SOUTHWEST AGENCY
By:
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Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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SUNTRUST BANK, ATLANTA
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Commitment: $15,000,000.00
FACILITY A
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UNION BANK OF SWITZERLAND
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Commitment: $25,500,000.00
FACILITY A
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WESTPAC BANKING CORPORATION
By:
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Name:
Title:
Commitment: $9,000,000.00
FACILITY A