EXHIBIT 10.2
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, dated as of November 6,
2000 (this "AMENDMENT"), is entered into by and between Carriage Services, Inc.,
a Delaware corporation (the "COMPANY"), and each of the holders (the "HOLDERS")
of the Notes of the Company referred to in Recital B below who have executed and
delivered this Amendment as described in Section 2.1(a) hereof.
RECITALS
A. The Company and the Holders (or their predecessors in interest) are
parties to that certain Note Purchase Agreement, dated as of July 1, 1999, (as
the same hereafter may be amended, supplemented or otherwise modified from time
to time, the "AGREEMENT"; capitalized terms used herein that are not defined
herein and that are defined in the Agreement shall have the same meanings as
therein defined).
B. The Holders constitute the registered or beneficial holders of at least
a majority in principal amount of those certain 7.73% Senior Notes, Series
1999-A, of the Company, due July 30, 2004, those certain 7.96% Senior Notes,
Series 1999-B, of the Company due July 30, 2006, and those certain 8.06% Senior
Notes, Series 1999-C, of the Company due July 30, 2008 (collectively, the
"NOTES").
C. The Company and the Holders have agreed, subject to the terms and
conditions set forth herein, to modify certain financial covenants and to make
certain other amendments to the Agreement and the Notes as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Holders hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1 Section 10.1 of the Agreement is hereby amended in its entirety to
read as follows:
10.1. ADJUSTED CONSOLIDATED NET WORTH.
The Company will not permit Adjusted Consolidated Net Worth at
any time to be less than the sum of (a) $275,000,000, PLUS (b) the
cumulative sum of 50% of Consolidated Net Income, (but only if a
positive number) for each completed fiscal quarter, or portion
thereof, ending on or after June 30, 1999, PLUS (c) 100% of the
increases in Adjusted Consolidated Net Worth resulting from any sale
or issuance of any equity securities (other than the Trust
Convertible Preferred Securities), of, or any other additions to
capital by, the Company or its Restricted Subsidiaries during each
completed fiscal quarter, or portion thereof, ending after March 31,
1999, MINUS (d) for each fiscal quarter ending after June 30, 2000,
the sum of (i) Restructuring Charges, in an aggregate amount for all
fiscal quarters not to exceed $137,000,000 on an after-tax basis and
(ii) payments made to sellers in connection
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with Acquisitions pursuant to guaranties by the Company that the
stock component of the purchase price would achieve certain
agreed-upon minimum levels of market price, in an aggregate amount
for all fiscal quarters not to exceed $11,700,000. The foregoing
calculation shall be made without giving effect to any unrealized
holding gain or loss related to the mark-to-market of the Company's
"available for sale" securities pursuant to Financial Accounting
Standards Board Bulletin No. 115 or any change in the fair value of
any interest rate swap that qualifies as a cash flow hedge pursuant
to Financial Accounting Standards Board Bulletin No. 133. For
purposes of this Section 10.1 and Sections 10.2(b) and 10.4 below,
"RESTRUCTURING CHARGES" means the non-recurring restructuring
charges related to the cumulative effect of changes in accounting
with respect to the Company and its Restricted Subsidiaries in
connection with the implementation of Securities and Exchange
Commission Staff Accounting Bulletin No. 101-Revenue Recognition in
Financial Statements, organizational changes, sales of assets, and
write-down of assets, in each case, to the extent the same are
recognized for financial reporting purposes for periods through June
30, 2001 (or, as to up to $5,000,000 of such charges, through June
30, 2002).
1.2 Section 10.2 of the Agreement is hereby amended in its entirety to
read as follows:
10.2. CONSOLIDATED INDEBTEDNESS.
(a) The Company will not permit the ratio of
Consolidated Indebtedness to Consolidated Total Capitalization to be
greater than 60% at any time. For avoidance of doubt, the Trust
Debentures shall not be included in Consolidated Indebtedness for
purposes of this paragraph (a) or paragraph (b) below, nor in the
Consolidated Indebtedness component of Consolidated Total
Capitalization under this paragraph (a).
(b) The Company will not permit the ratio (calculated as
of the end of each fiscal quarter) of Consolidated Indebtedness to
Consolidated Income Available for Fixed Charges (plus, without
duplication, (x) the consolidated income available for fixed charges
(which shall be determined in the same manner as Consolidated Income
Available for Fixed Charges) for such period of any Person and its
consolidated subsidiaries, or any assets, acquired by the Company
through an Acquisition during such period, if so requested by the
Company, as provided below, and (y) Restructuring Charges for such
period in an aggregate amount for all such periods not to exceed
$161,000,000 on a pre-tax basis) for the period of four fiscal
quarters ending as of each fiscal quarter to be more than the
respective ratios set forth below:
Fiscal Quarter Ending Maximum Ratio
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September 30, 2000 4.75 to 1.00
December 31, 2000 4.75 to 1.00
March 31, 2001 4.60 to 1.00
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June 30, 2001 4.45 to 1.00
September 30, 2001 4.35 to 1.00
December 31, 2001 4.35 to 1.00
March 31, 2002 4.35 to 1.00
June 30, 2002 4.35 to 1.00
September 30, 2002 4.35 to 1.00
December 31, 2002 4.00 to 1.00
March 31, 2003 4.00 to 1.00
June 30, 2003 4.00 to 1.00
September 30, 2003 4.00 to 1.00
December 31, 2003 3.75 to 1.00
and thereafter
For purposes of this Section 10.2(b), whether or not the Acquisition
is treated as a pooling transaction, the financial results of the
acquired Person or assets shall, if requested in writing by the
Company to the holders of the Notes, be added to the applicable
financial results of the Company in the same manner as if such
transaction were a pooling transaction with such adjustments thereto
as are required to reflect nonrecurring items (both positive and
negative) that are permitted to be adjusted in accordance with the
pro forma financial statement guidelines established by the
Securities and Exchange Commission for acquisition accounting for
reported acquisitions by public companies (the "SEC GUIDELINES") or
as otherwise approved by the Required Holders, including add backs
to reflect contractual salary and other compensation adjustments
related to the applicable sellers and related parties, contractual
lease payment adjustments, and other non-recurring expenses that are
related to the Acquisition, such as broker commissions and advisory
fees. With respect to any such Acquisition in which the Company so
requests adjustments to reflect such nonrecurring items, the Company
shall deliver to the holders of the Notes the financial reports of
the acquired Person or assets, which reports must be (A) audited or
reviewed financial reports prepared by an independent certified
public accounting firm, or (B) otherwise approved by the Required
Holders. Such reports must be delivered promptly, but in any event
together with the Officer's Certificate delivered pursuant to
Section 7.2, which Officer's Certificate shall include (i)
calculations of the inclusion of the financial results of such
Person or assets with the financial results of the Company, and (ii)
a statement that such addition of financial results is in accordance
with the SEC Guidelines, unless the Required Holders have otherwise
given their approval as aforesaid. For purposes of this Section
10.2(b) and Section 10.1 above, "ACQUISITION" means the direct or
indirect acquisition, whether in one or more related transactions
and whether by purchase, assignment, merger, consolidation, share
exchange or other acquisition transaction, of any Person, any group
of Persons, or any related group of assets, liabilities or
securities of any Person or any group of Persons.
1.3 Section 10.4 of the Agreement is hereby amended in its entirety to
read as follows:
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10.4. FIXED CHARGE COVERAGE RATIO.
The Company will not permit the ratio (calculated as of the
end of each fiscal quarter) of Consolidated Income Available for
Fixed Charges (plus Restructuring Charges for such period in an
aggregate amount for all such periods not to exceed $161,000,000 on
a pre-tax basis) to Consolidated Fixed Charges for the period of
four fiscal quarters ending as of each fiscal quarter to be less
than the respective ratios set forth below:
Fiscal Quarter Ending Minimum Ratio
-------------------------- -------------
September 30, 2000 1.65 to 1.00
December 31, 2000 1.65 to 1.00
March 31, 2001 1.65 to 1.00
June 30, 2001 1.70 to 1.00
September 30, 2001 1.70 to 1.00
December 31, 2001 1.75 to 1.00
and thereafter
1.4 Section 10.7 of the Agreement is hereby amended in its entirety to
read as follows:
10.7. SALE OF ASSETS.
The Company will not, and will not permit any Restricted
Subsidiary to, sell, lease, transfer or otherwise dispose of,
including by way of merger (collectively, a "DISPOSITION"), any
assets, including capital stock of Restricted Subsidiaries, in one
or a series of transactions, to any Person, other than (a)
Dispositions in the ordinary course of business, (b) Dispositions by
a Restricted Subsidiary to the Company or another Restricted
Subsidiary, (c) Dispositions permitted by Section 10.8, or (d)
Dispositions not otherwise permitted by this Section 10.7, provided
that the net cash proceeds from each such Disposition covered by
this clause (d) (a "COVERED DISPOSITION") are offered by the Company
to be applied to the prepayment of the Notes in the manner hereafter
provided. For each fiscal quarter commencing after September 30,
2000 in which the Company makes any Covered Dispositions, the
Company shall offer to apply an amount equal to the Pro Rata
Percentage of the net cash proceeds from all such Covered
Dispositions in such fiscal quarter toward the prepayment of the
Notes at a price equal to 100% of the principal amount of the Notes
to be prepaid together with interest accrued to the date of
prepayment, without payment of any Make-Whole Amount. For purposes
of the foregoing, "NET CASH PROCEEDS" includes all cash and cash
equivalents actually received by the Company or any Restricted
Subsidiary in respect of a Covered Disposition during the fiscal
quarter in question, after deduction for all out-of-pocket expenses
incurred by the Company or such Restricted Subsidiary that are
directly attributable to such Covered
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Disposition. In the case of consideration received by the Company or
a Restricted Subsidiary in the form of notes or deferred purchase
price in connection with a Covered Disposition, net cash proceeds
therefrom shall be deemed to be included in the fiscal quarter when
actually received by the Company or such Restricted Subsidiary. For
purposes of the foregoing, a "PRO RATA PERCENTAGE" means, for any
fiscal quarter, the percentage obtained by dividing the outstanding
principal balance of the Notes as of the last day of such fiscal
quarter by the sum of such outstanding balance plus the outstanding
principal balance due under the Credit Agreement as of the last day
of such fiscal quarter. Each such offer of prepayment under clause
(d) shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof which have not
theretofore been called for prepayment. Within 30 days after the
expiration of each fiscal quarter while the Notes are outstanding,
commencing with the fiscal quarter ending December 31, 2000, the
Company shall deliver an Officer's Certificate to the holders of the
Notes setting forth in reasonable detail the Covered Dispositions
completed during such fiscal quarter and offering to apply the net
cash proceeds received during such fiscal quarter toward the
prepayment of the Notes in the manner described above. Each such
notice by the Company shall specify (A) the aggregate principal
amount of Notes offered to be prepaid, (B) the date fixed for
prepayment which shall not be less than fifteen (15) or more than
thirty (30) calendar days after the date of such notice, (C) the
interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and (D) the date by which any holder
of a Note that wishes to accept such offer must deliver notice
thereof to the Company, which shall not be sooner than ten (10) days
after receipt by a holder of such notice. Except as provided in the
proviso to this sentence, failure by a holder of Notes to respond
timely to an offer made pursuant to this Section 10.7 shall be
deemed to constitute a rejection of such offer by such holder;
provided, that in the case of offers made to Massachusetts Mutual
Life Insurance Company, C.M. Life Insurance Company and Baystate
Health Systems, Inc., failure by any such holder to respond timely
shall be deemed to constitute an acceptance of such offer by such
holder. If any holder of the Notes rejects (or is deemed to have
rejected) such offer, the proceeds that would have been paid to such
holder shall be paid to the other holders of the Notes that have
accepted (or are deemed to have accepted)the offer, ratably in
accordance with the outstanding principal balances of the Notes held
by the accepting holders. Any holder accepting an offer for a given
fiscal quarter retains the right to decline an offer in any future
fiscal quarter, and any holder declining an offer in any fiscal
quarter retains the right to accept an offer in any future fiscal
quarter. The Company shall not be required to extend an offer under
clause (d) for any fiscal quarter in which net cash proceeds are
less than $1,000,000, but in such event the amount of net cash
proceeds received during such fiscal quarter shall be carried
forward for purposes of calculating net cash proceeds in future
fiscal quarters.
1.5 Section 10.14 of the Agreement is hereby amended in its entirety to
read as follows:
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10.14. SUBSIDIARY GUARANTIES; CREDIT AGREEMENT MODIFICATIONS.
The Company will not permit any Subsidiary that is not a
Subsidiary Guarantor to become a signatory to the Bank Guaranty (or
otherwise guarantee bank obligations) unless, concurrently
therewith, such Subsidiary becomes a signatory to the Subsidiary
Guaranty. The Company will not permit any Restricted Subsidiary that
is not a Subsidiary Guarantor to become a signatory to another
Guaranty of Indebtedness of the Company or another Restricted
Subsidiary unless, concurrently therewith, such Restricted
Subsidiary becomes a signatory to the Subsidiary Guaranty. The
Company will not, without the prior written consent of the Required
Holders, cause or permit any modification to be made to the Credit
Agreement (as in existence on the date hereof or as hereafter
amended, modified or restated, but excluding any refinancing thereof
or any successor or replacement credit agreement) that renders the
economic terms of the Indebtedness thereunder materially more
favorable to the holders of such Indebtedness or materially less
favorable to the Company.
1.6 Clause (iii) of Section 18 of the Agreement is hereby amended in its
entirety to read as follows:
(iii) if to the Company, to the Company at 1900 St. James Place,
Fourth Floor, Houston, Texas, 77056, to the attention of Chief Financial
Officer, or at such other address as the Company shall have specified to
the holder of each Note in writing.
SECTION 2. EFFECTIVE DATE.
2.1 EFFECTIVE DATE. This Amendment shall become binding upon the Company
and each Holder upon its execution of a counterpart hereof, subject to the
condition that the following shall have been received by each Holder or, in the
case of items (a), (b), (c), (d), (e), (f), (h) and (i)(ii) below, by its
special counsel, Baker Botts, L.L.P., on or before November 15, 2000:
(a) counterparts of this Amendment executed by the Company and the
Required Holders;
(b) counterparts of the Ratification of Subsidiary Guaranty, in the
form attached hereto as EXHIBIT A (the "RATIFICATION"), executed by each
Subsidiary Guarantor set forth on the signature pages thereto;
(c) a copy of Amendment No. 3 to the Credit Agreement entered into
by the Company and the "Administrative Agent" (as defined in the Credit
Agreement) and at least the "Majority Lenders" (as defined in the Credit
Agreement), in the form attached hereto as EXHIBIT B;
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(d) a copy of a letter to the Company signed by the Administrative
Agent, on behalf of the Majority Lenders under the Credit Agreement,
consenting to the terms of this Amendment;
(e) (1) a favorable opinion of Thompson & Knight L.L.P., counsel to
the Company, as to (i) the due authorization, execution and delivery of
this Amendment, (ii) the validity and enforceability of this Amendment and
of the Agreement, as amended by this Amendment, and (iii) the execution
and delivery of this Amendment, and the performance of the Agreement, as
amended by this Amendment, not constituting a breach or violation of the
Credit Agreement, and (2) a favorable opinion of D'Ancona & Pflaum, LLC,
special Illinois counsel to the Company, upon which Thompson & Knight
L.L.P. are relying as to matters of Illinois law in rendering their
opinion described in clause (1) above;
(f) written evidence that the execution, delivery and performance by
the Company of the Amendment Documents referred to in Section 3.1 below
have been duly authorized by all requisite corporate action on the part of
the Company;
(g) without limiting the provisions of Section 15.1 of the
Agreement, the fees, charges and disbursements of its special counsel
referred to above, to the extent reflected in a statement of such counsel
rendered to the Company at least one Business Day prior to the Effective
Date;
(h) an amendment fee in the amount equal to 2.50% of the aggregate
principal amount of the Notes held by, or by a nominee of, such Holder on
such date, which shall be paid to such Holder as provided in Section 14.2
of the Agreement; and
(i) (i) from June 30, 2000 until all of the foregoing conditions and
the condition specified in subclause (ii) below have been satisfied, there
shall have been no change in the financial condition, operations, business
or properties of the Company and its Restricted Subsidiaries which,
individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect, and (ii) the Company shall have delivered an
Officer's Certificate to such effect.
No party to this Amendment may revoke its execution of this Amendment
prior to November 15, 2000, but this Amendment shall not be deemed effective
until all of the foregoing conditions have been satisfied (the date on which
such conditions are satisfied being herein referred to as the "EFFECTIVE DATE").
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants, both on and as of the date hereof and
on and as of the Effective Date, to the Holders that:
3.1 The Company has all requisite corporate power to execute, deliver and
perform its obligations under this Amendment and under the Agreement, as amended
(collectively, the
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"AMENDMENT DOCUMENTS"). The Company has duly executed and delivered each of the
Amendment Documents, and each of the Amendment Documents constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its respective terms.
3.2 Neither the execution and delivery of the Amendment Documents by the
Company, nor the consummation of the transactions contemplated hereby or
thereby, nor fulfillment of nor compliance with the terms and provisions hereof
or thereof will conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in any violation of, or
result in the creation of any security interest, lien or other encumbrance upon
any of the properties or assets of the Company or any of its Subsidiaries
pursuant to, the charter or bylaws of the Company or any of its Subsidiaries,
any award of any arbitrator or any agreement, instrument, order, judgment,
decree, statute, law, rule or regulation to which the Company or any of its
Subsidiaries is subject.
3.3 Neither the nature of the business conducted by the Company, nor any
of its properties, nor any relationship between the Company and any other
Person, nor any circumstance in connection with the transactions contemplated by
the Amendment Documents is such as to require any authorization, consent,
approval, exemption or other action by or notice to or filing with any court or
administrative or governmental body or any other Person in connection with the
execution and delivery of any Amendment Document or the fulfillment of or
compliance with the terms and provisions hereof or thereof.
3.4 Upon the effectiveness of this Amendment, no Event of Default or
Default shall exist under the Agreement.
3.5 The signatories to the Ratification constitute all Subsidiaries of the
Company that are required by the terms of the Agreement, as amended by this
Amendment, to be signatories to the Subsidiary Guaranty.
3.6 The banks that are signatories to Amendment No. 3 to the Credit
Agreement constitute at least the "Majority Lenders," and Bank of America, N.A.,
constitutes the "Administrative Agent," under the Credit Agreement.
3.7 Amendment No. 3 to the Credit Agreement and the consent letter
described in Section 2.1(d) of this Amendment on the Effective Date will be in
full force and effect.
SECTION 4. MISCELLANEOUS.
4.1 This Amendment shall be construed in connection with and as part of
each of the Agreement and the Notes, and except as modified and expressly
amended by this Amendment, all terms, conditions and covenants contained in the
Agreement and the Notes are hereby ratified and shall be and remain in full
force and effect.
4.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Amendment may
refer to the Agreement and Notes
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without making specific reference to this Amendment but, nevertheless, all such
references shall include this Amendment unless the context otherwise requires.
4.3 Other than as expressly set forth herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any Holder nor constitute a waiver of any provision of the
Agreement, the Notes or any other document, instrument or agreement executed and
delivered in connection with the Agreement.
4.4 The Company confirms its agreement, pursuant to Section 15.1 of the
Agreement, to pay all costs and expenses of the Holders related to this
Amendment and all matters contemplated by the Amendment Documents, including
without limitation the reasonable fees and expenses of the Holders' special
counsel.
4.5 This Amendment shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois, excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.
4.6 This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute one and the same document. Delivery of this Amendment may be made by
telecopy of a duly executed counterpart copy hereof.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Amendment as of the day and year first above written.
CARRIAGE SERVICES, INC.
By:___________________________________
Name: Thomas C. Livengood
Title: Executive Vice President and Chief
Financial Officer
AMERICAN GENERAL ANNUITY INSURANCE COMPANY
MERIT LIFE INSURANCE CO.
THE FRANKLIN LIFE INSURANCE COMPANY
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
C.M. LIFE INSURANCE COMPANY
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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BAYSTATE HEALTH SYSTEMS INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
MINNESOTA LIFE INSURANCE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
GREAT WESTERN INSURANCE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
THE CATHOLIC AID ASSOCIATION
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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GUARANTEE RESERVE LIFE INSURANCE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
NATIONAL TRAVELERS LIFE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
MUTUAL TRUST LIFE INSURANCE COMPANY
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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FARM BUREAU MUTUAL INSURANCE COMPANY OF
MICHIGAN
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
FARM BUREAU GENERAL INSURANCE COMPANY OF
MICHIGAN
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
UNITY MUTUAL LIFE INSURANCE COMPANY --
ANNUITY PORTFOLIO
By: ADVANTUS CAPITAL MANAGEMENT, INC.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
J. ROMEO & CO.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
THE TRAVELERS INSURANCE COMPANY, for itself
and for one of its separate accounts
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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THE CANADA LIFE ASSURANCE COMPANY, as
beneficial owner of Note number AR-9
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
CANADA LIFE INSURANCE COMPANY OF AMERICA, as
beneficial owner of Note number AR-10
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
CANADA LIFE INSURANCE COMPANY OF NEW YORK, as
beneficial owner of Note number AR-11
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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EXHIBIT A
[FORM OF RATIFICATION]
<PAGE>
RATIFICATION OF SUBSIDIARY GUARANTY
Each of the undersigned, as Guarantors under that certain Subsidiary
Guaranty dated as of July 27, 1999 (the "GUARANTY"), in favor of the holders of
the Notes (as defined in the Guaranty) issued pursuant to the Note Purchase
Agreement dated as of July 1, 1999 (the "NOTE PURCHASE AGREEMENT") between
Carriage Services, Inc., a Delaware corporation(the "COMPANY"), and the holders
of the Notes (as defined in the Note Purchase Agreement) that are parties
thereto, hereby (1) consents to that certain Amendment No. 1 to Note Purchase
Agreement, dated as of November 6, 2000 (the "AMENDMENT"), between the Company
and the holders of the Notes, (2) represents that it has no defenses to the
enforcement of the Guaranty, (3) confirms and agrees that the Guaranty is, and
shall continue to be, in full force and effect and is hereby confirmed, and (4)
ratifies the Guaranty in all respects except that, upon the effectiveness of,
and on and after the date of, the Amendment, all references to the "Note
Purchase Agreement" in the Guaranty and the use of the words "thereunder",
"thereof" or words of similar import when referring to the Note Purchase
Agreement, shall mean the Note Purchase Agreement, as amended by the Amendment.
The delivery of this Ratification of Subsidiary Guaranty does not indicate or
establish a requirement that the Guaranty requires any Guarantor's approval of
amendments to the Note Purchase Agreement, but has been furnished to the holders
of the Notes as a courtesy at the request of such holders.
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized
officer to execute this Ratification of Subsidiary Guaranty as of November 6,
2000.
CARRIAGE FUNERAL HOLDINGS, INC.
CFS FUNERAL SERVICES, INC.
CARRIAGE HOLDING COMPANY, INC.
CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC.
CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC.
CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC.
CARRIAGE CEMETERY SERVICES OF IDAHO, INC.
WILSON & KRATZER MORTUARIES
ROLLING HILLS MEMORIAL PARK
CARRIAGE SERVICES OF CONNECTICUT, INC.
CHC INSURANCE AGENCY OF OHIO, INC.
BARNETT, DEMROW & ERNST, INC.
CARRIAGE SERVICES OF NEW MEXICO, INC.
CARRIAGE CEMETERY SERVICES, INC.
CARRIAGE SERVICES OF OKLAHOMA, L.L.C.
CARRIAGE SERVICES OF MASSACHUSETTS, INC.
CARRIAGE SERVICES OF NEVADA, INC.
HUBBARD FUNERAL HOME, INC.
CARRIAGE INTERNET STRATEGIES, INC.
CARRIAGE INSURANCE AGENCY OF MASSACHUSETTS, INC.
CARRIAGE CEMETERY SERVICES, INC. OF CALIFORNIA, INC.
CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC.
CARRIAGE SERVICES OF NEW YORK, INC.
CARRIAGE TEAM OHIO, LLC
CARRIAGE TEAM KANSAS, LLC
CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC
CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC
CARRIAGE TEAM FLORIDA (FUNERAL), LLC
CARRIAGE TEAM FLORIDA (CEMETERY), LLC
By:____________________________________________
Name: Thomas C. Livengood
Title: Executive Vice President and Chief Financial Officer,
for and on behalf of each of the foregoing
CARRIAGE INVESTMENTS, INC. FOR ITSELF AND AS
GENERAL PARTNER FOR CARRIAGE MANAGEMENT, L.P.
By:____________________________________________
Name: Wendy Wilson Boyer, President of COCHRANE'S CHAPEL OF THE ROSES, INC.
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