EXHIBIT 99.14
EXECUTION COPY
AMENDMENT NO. 1 dated as of December 6, 2002
(this "Amendment") to the Credit Agreement dated as
of July 24, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit
Agreement"), among SERVICE CORPORATION INTERNATIONAL,
a Texas corporation (the "Borrower"), the financial
institutions from time to time party thereto (the
"Lenders"), JPMORGAN CHASE BANK, as Administrative
Agent for the Lenders (in such capacity, the
"Administrative Agent") and as Collateral Agent for
the Lenders, BANK OF AMERICA, N.A., as Syndication
Agent for the Lenders, and CREDIT LYONNAIS NEW YORK
BRANCH, LEHMAN COMMERCIAL PAPER INC. and MERRILL
LYNCH CAPITAL CORPORATION, as Co- Documentation
Agents for the Lenders.
WHEREAS, the Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement; and
WHEREAS, the undersigned Lenders are willing to agree to such
amendments, on the terms, subject to the conditions and to the extent set forth
herein;
NOW, THEREFORE, in consideration of the above premises, the
agreements, provisions and covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, on the terms and subject to the
conditions set forth herein, as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each capitalized term used herein but not defined
herein which is defined in the Credit Agreement shall have the meaning assigned
to such term in the Credit Agreement.
SECTION 2. Amendment of Credit Agreement. Pursuant to Section
9.02 of the Credit Agreement, effective as of the Effective Date (as defined in
Section 4 hereof), the Credit Agreement is hereby amended as follows:
(a) Amendment of Section 6.02. Section 6.02 of the Credit
Agreement is amended by deleting the word "and" at the end of clause
(f) thereof, replacing the period at the end of clause (g) thereof with
"; and" and inserting a new clause (h) as follows:
"(h) the Lien granted by SCI International Limited on
the (pound) 14,823,529 unsecured fixed rate note of Dignity
Holdings Limited ("Dignity") dated
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February 11, 2002 to the collateral agent under the Credit
Agreement dated on or about December 20, 2002, among Dignity,
the lenders party thereto and J.P. Morgan Europe Limited, as
administrative agent and collateral agent for the lenders
thereunder."
(b) Amendment of Section 6.05. Section 6.05 of the Credit
Agreement is amended by deleting the word "and" at the end of clause
(l) thereof, replacing the period at the end of clause (m) thereof with
"; and" and inserting a new clause (n) as follows:
"(n) the Guarantee by OGF Societe Anonyme of
obligations of Courtage d'Assurance Funeraire Societe Anonyme
pertaining to certain previously issued capitalization bonds
of Auxia, Societe Anonyme; provided, however, that the amount
of obligations guaranteed by OGF Societe Anonyme pursuant to
this clause (n) shall not exceed (euro) 15,000,000 in the
aggregate."
SECTION 3. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Borrower represents to each of
the Lenders and the Administrative Agent that, as of the Effective Date:
(a) after giving effect to this Amendment, the representations
and warranties of the Loan Parties set forth in the Loan Documents are
true and correct with the same effect as if made on the Effective Date,
except for representations and warranties that expressly relate to an
earlier date, which representations and warranties were true and
correct as of such earlier date;
(b) after giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing under the Credit Agreement;
and
(c) this Amendment has been duly executed and delivered by the
Borrower and constitutes a legal, valid and binding obligation the
Borrower, enforceable against it in accordance with its terms.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Effective Date") upon which each of the
following conditions is satisfied:
(a) The Administrative Agent shall have received counterparts
of this Amendment that, when taken together, bear the signatures of the
Borrower and the Required Lenders.
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(b) The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming that
(i) the representations and warranties of the Loan Parties set forth in
the Credit Agreement, as amended by this Amendment, and the other Loan
Documents are true and correct as of the Effective Date, except for
representations and warranties that expressly relate to an earlier
date, which representations and warranties were true and correct as of
such earlier date, (ii) each Loan Party is in compliance with all the
terms and provisions set forth in the Credit Agreement, as amended by
this Amendment, and each other Loan Document on its part to be observed
or performed and (iii) after giving effect to this Amendment on the
Effective Date, no Default or Event of Default shall have occurred and
be continuing under the Credit Agreement.
(c) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including fees, charges and disbursements of
counsel) required to be reimbursed or paid by the Borrower under the
Loan Documents.
SECTION 5. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, amend, or otherwise affect the rights and remedies of
the Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrower or any other Loan Party to a consent to, or a
waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective with respect to the matters expressly
referred to herein. After the Effective Date, any reference to the Credit
Agreement shall mean the Credit Agreement, as modified hereby. This Amendment
shall constitute a "Loan Document" for all purposes under the Credit Agreement
and each other Loan Document.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION 7. 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 an original but all
of which when taken together shall
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constitute but one and the same instrument. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.
SECTION 8. Costs and Expenses. The Borrower agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.
SECTION 9. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
SERVICE CORPORATION
INTERNATIONAL,
by:
_______________________________
Name:
Title:
JPMORGAN CHASE BANK,
individually and as Administrative Agent,
by:
_______________________________
Name:
Title:
BANK OF AMERICA, N.A.,
by:
_______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH,
by:
_______________________________
Name:
Title:
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LEHMAN COMMERCIAL PAPER INC.,
by:
_______________________________
Name:
Title:
MERRILL LYNCH CAPITAL,
CORPORATION,
by:
_______________________________
Name:
Title: