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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 31, 2000
PRIME SUCCESSION, INC.
(Exact name of registrant as specified in its charter)
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333-14599
(Commission
File Number)
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<S> <C>
DELAWARE 13-3904211
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3940 OLYMPIC BLVD., SUITE 500
ERLANGER, KENTUCKY 41018
(Address of principal executive offices) (Zip Code)
</TABLE>
(606) 746-6800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 31, 2000, Prime Succession, Inc. (the "Company") and Prime
Succession Holdings, Inc. ("Holdings") entered into a Limited Waiver and
Forebearance Agreement to Credit Agreement, with certain financial institutions
signatories thereto, Goldman, Sachs & Co., as syndication agent and arranging
agent, and The Bank of Nova Scotia, as administrative agent (collectively, the
"Lenders"), pursuant to which the Lenders have agreed to waive certain
conditions to certain additional borrowings and forbear from exercising certain
rights and remedies in connection with certain defaults under that certain
Credit Agreement, dated as of August 26, 1996 (the "Credit Agreement"), by and
among the Company, Holdings, and the Lenders, through March 15, 2000 (the
"Limited Waiver and Forebearance Agreement"). There can be no assurance that the
Company will be able to secure from the Lenders a further waiver and
Forebearance beyond March 15, 2000. As reported earlier, pursuant to a Limited
Waiver and Amendment to Credit Agreement, dated as of November 12, 1999, by and
among the Company, Holdings and the Lenders, the Lenders granted the Company a
conditional waiver of non-compliance of certain covenants set forth in the
Credit Agreement until January 31, 2000. The Limited Waiver and Forebearance
Agreement is attached hereto as Exhibit 10.4(c).
As required under the Limited Waiver and Forebearance Agreement, on or
about February 8, 2000, The Bank of Nova Scotia, as administrative agent under
the Credit Agreement, delivered to United States Trust Company of New York, as
trustee (the "Trustee") under that certain Indenture dated as of August 15, 1996
(the "Indenture") entered into between the Company and the Trustee with respect
to the Company's 10 3/4% Senior Subordinated Notes due 2004 in the principal
amount of $100,000,000, a Payment Blockage Notice pursuant to Section 10.03(b)
of the Indenture. As a consequence, the Company may not make payments of any
kind on the Senior Subordinated Notes, including the semiannual interest payment
due February 15, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
10.4(c) Limited Waiver and Forebearance Agreement to Credit Agreement
dated January 31, 2000 entered into by and among Prime
Succession, Inc. (formerly known as Prime Succession
Acquisition Corp.), Prime Succession Holdings, Inc. (formerly
known as Prime Succession, Inc.), the Financial Institutions
listed therein, Goldman Sachs Credit Partners, L.P., as
syndication agent and arranging agent, and The Bank of Nova
Scotia, as administrative agent.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
PRIME SUCCESSION, INC.
/s/ ARTHUR J. ANSIN
------------------------
Arthur J. Ansin
Chief Financial Officer,
Secretary and Treasurer
February 11, 2000
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INDEX OF EXHIBITS
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<CAPTION>
(A) EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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<C> <S>
10.4(c) Limited Waiver and Forebearance Agreement to Credit
Agreement dated January 31, 2000 entered into by and among
Prime Succession, Inc. (formerly known as Prime Succession
Acquisition Corp.), Prime Succession Holdings, Inc.
(formerly known as Prime Succession, Inc.), the Financial
Institutions listed therein, Goldman Sachs Credit Partners,
L.P., as syndication agent and arranging agent, and The Bank
of Nova Scotia, as administrative agent.
</TABLE>
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Exhibit 10.4(c)
LIMITED WAIVER AND FOREBEARANCE AGREEMENT TO
CREDIT AGREEMENT
This LIMITED WAIVER AND FOREBEARANCE AGREEMENT (this "AGREEMENT"),
dated as of January 31, 2000, to the CREDIT AGREEMENT, dated as of August 26,
1996, and as amended by that certain Limited Waiver and Amendment, dated as of
November 12, 1999 (such agreement as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), is entered into by and among PRIME
SUCCESSION, INC. (formerly known as Prime Succession Acquisition Corp.), a
Delaware corporation ("BORROWER"), PRIME SUCCESSION HOLDINGS, INC. (formerly
known as Prime Succession, Inc.), a Delaware corporation ("HOLDINGS"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred to herein as a "LENDER" and collectively as the "LENDERS"), GOLDMAN
SACHS CREDIT PARTNERS L.P., as syndication agent and arranging agent (in such
capacities, "ARRANGING AGENT"), and THE BANK OF NOVA SCOTIA ("SCOTIABANK"), as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"). Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.
RECITALS
WHEREAS, Borrower, Holdings, the Lenders, Administrative Agent and
Arranging Agent are parties to the Credit Agreement, pursuant to which the
Lenders have extended certain credit facilities to Borrower;
WHEREAS, as of the date of this Agreement and as described herein,
Borrower is in default under the Credit Agreement and has requested that the
Administrative Agent and Requisite Lenders agree to a waiver of certain
conditions to additional borrowings and to forebear from exercising certain
rights and remedies under the Credit Agreement;
WHEREAS, Borrower has informed Lenders that it intends to make a
proposal during the Forebearance Period (as defined below) with respect to
certain capital restructuring transactions; and
WHEREAS, Requisite Lenders have agreed to waive certain conditions to
certain additional borrowings and to forebear from exercising certain rights and
remedies with respect to certain defaults under the Loan Documents, which
limited waiver and forebearance shall become effective upon satisfaction of the
conditions precedent set forth herein.
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NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. FOREBEARANCE AND LIMITED WAIVER
A. FOREBEARANCE. Subject to the terms of this Agreement, at the request
of Borrower, Lenders party hereto agree to forebear from exercising their rights
and remedies under the Loan Documents and applicable law in respect of such
breaches, violations and defaults identified in Schedule 1 to this Agreement
(the "Identified Events of Default"), such agreement to forebear to terminate,
on the earlier to occur of (i) March 15, 2000 or (ii) the occurrence of an Event
of Default after the Forebearance Effective Date (as defined below) (other than
Identified Events of Default) (such period of forebearance, the "Forebearance
Period"); provided that the provisions of this Section 1 shall not be deemed to
affect the rights of Lenders or any Agent to exercise rights or remedies under
the subordination provisions of any Subordinated Indebtedness based upon any
Identified Events of Default or any other Event of Default; provided further
that the Lenders party hereto hereby authorize and direct Administrative Agent
to deliver a Payment Blockage Notice (as defined in the Senior Subordinated Note
Indenture) with respect to the Identified Events of Default on or before
February 9, 2000. The foregoing shall not constitute a waiver of any other
rights or remedies under the Loan Documents in respect of such breaches,
violations and defaults or any other breaches, violations and defaults and,
after the end of the Forebearance Period, Agents and Lenders shall be entitled
to exercise all rights and remedies with respect to the Identified Events of
Default as if the forebearance provided for hereby had never been granted.
B. LIMITED WAIVER. Subject to the terms of this Agreement, at the
request of Borrower, Lenders party hereto agree to waive the requirements of
subsection 4.2B of the Credit Agreement to the extent, but only to the extent,
that the existence of the Identified Events of Default (as defined above) would
otherwise prohibit the making of additional Revolving Loans during the
Forebearance Period (as defined above). The foregoing limited waiver is limited
precisely as written and shall not, except as expressly provided above,
constitute a waiver of any other provision of the Credit Agreement or related
documents or a waiver or release of any right, power or remedy of Agent or any
Lender under the Credit Agreement or any related document.
C. INTEREST RATE PROVISIONS. In consideration of the foregoing,
notwithstanding anything in subsection 2.2 of the Credit Agreement to the
contrary, on and after the Forebearance Effective Date the applicable rate of
interest with respect to any Loans shall be determined with respect to the Base
Rate; provided that with respect to any Eurodollar Rate Loans outstanding as of
the Forebearance Effective Date, such Loans may remain outstanding as Eurodollar
Rate Loans until the last day of the Interest Period applicable thereto, at
which time such Loan shall be converted to
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and remain a Base Rate Loan. On and after the Forebearance Effective Date,
interest on all Base Rate Loans shall be payable monthly in arrears on the last
Business Day of each month.
SECTION 2. CONDITIONS TO EFFECTIVENESS
The effectiveness of the provisions set forth in Section 1 above as of
January 31, 2000 is subject to the prior or concurrent satisfaction of the
following conditions (the date of satisfaction of such conditions being referred
to herein as the "FOREBEARANCE EFFECTIVE DATE"):
A. EXECUTION. Borrower, Holdings, each Subsidiary Guarantor and
Requisite Lenders shall have executed this Agreement.
B. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. Borrower
shall have delivered to Administrative Agent an Officer's Certificate, in form
and substance satisfactory to Administrative Agent, to the effect that (i) the
representations and warranties contained in Section 5 of the Credit Agreement,
are and will be true, correct and complete in all material respects on and as of
the Forebearance Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date, except to the extent that
any representations and warranties are untrue, incorrect or incomplete as a
result of the implementation of Staff Accounting Bulletin 101, and (ii) Borrower
shall have performed in all material respects all agreements and satisfied all
conditions which this Agreement provides shall be performed or satisfied by
Borrower on or before the Forebearance Effective Date, except as otherwise
disclosed to and agreed to in writing by Administrative Agent.
C. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated by this
Agreement and the Credit Agreement and all documents incidental thereto not
previously found acceptable by Administrative Agent, acting on behalf of
Lenders, and its counsel shall be satisfactory in form and substance to
Administrative Agent and such counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.
D. FEES. The Agents shall have received reimbursement or other payment
of all out-of- pocket expenses required to be reimbursed or paid by Borrower
hereunder or under any other Loan Document, including payment with respect to
legal and other professional fees.
E. NECESSARY CONSENTS. Each Loan Party shall have obtained all material
consents necessary or advisable in connection with the execution of this
Agreement.
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F. LENDERS' CONSENT. Requisite Lenders shall have executed this
Agreement and shall have delivered an original thereof to Administrative Agent.
G. OTHER REQUIREMENTS. Administrative Agent and Lenders shall have
received such other documents and information regarding the Loan Parties as
reasonably requested by the Administrative Agent.
SECTION 3. CERTAIN REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Agreement and to forebear
from enforcing their rights and remedies as provided hereby, Borrower represents
and warrants to each Lender that the following statements are true, correct and
complete in all material respects:
A. CORPORATE POWER AND AUTHORITY. Each Loan Party has all requisite
corporate power and authority to enter into this Agreement and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement, and the other Loan Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Agreement and the performance of the Credit Agreement, and the other Loan
Documents have been duly authorized by all necessary corporate action on the
part of each Loan Party.
C. NO CONFLICT. The execution and delivery by each Loan Party of this
Agreement and the performance by each Loan Party of the Credit Agreement, and
the other Loan Documents and the other transactions to be consummated on the
Forebearance Effective Date do not and will not (i) violate (A) any provision of
any law, statute, rule or regulation, or of the certificate or articles of
incorporation or partnership agreement, other constitutive documents or by-laws
of Borrower or any Subsidiary, (B) any applicable order of any court or any
rule, regulation or order of any governmental authority or (C) any provision of
any indenture, certificate of designation for preferred stock, agreement or
other instrument to which Borrower or any Subsidiary is a party or by which any
of them or any of their property is or may be bound, (ii) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or
both) a default under any such indenture, certificate of designation for
preferred stock, agreement or other instrument, where any such conflict,
violation, breach or default referred to in clause (i) or (ii) of this
subsection 3.C, individually or in the aggregate could reasonably be expected to
have a Material Adverse Effect, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of each Loan Party
(other than any Liens created under any of the Loan Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or partners or any approval or consent of any Person under any
contractual obligation of each Loan Party, except for such approvals or consents
which will be obtained on or before the Forebearance Effective Date.
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D. GOVERNMENTAL CONSENTS. No action, consent or approval of,
registration or filing with or any other action by any governmental authority is
or will be required in connection with the execution and delivery by each Loan
Party of this Agreement and the performance by Borrower of the Credit Agreement,
and the other Loan Documents, except for such actions, consents and approvals
the failure to obtain or make which could not reasonably be expected to result
in a Material Adverse Effect or which have been obtained and are in full force
and effect.
E. BINDING OBLIGATION. This Agreement and the Credit Agreement have
been duly executed and delivered by each Loan Party thereto and each constitutes
a legal, valid and binding obligation of the Loan Parties, to the extent a party
thereto, enforceable against the Loan Party in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Forebearance Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date, except to the extent that any representations and warranties are untrue,
incorrect or incomplete as a result of the implementation of Staff Accounting
Bulletin 101.
G. ABSENCE OF DEFAULT. After giving effect to this Agreement, no event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Agreement that would constitute an Event of
Default or a Potential Event of Default (other than Identified Events of
Default).
SECTION 4. ACKNOWLEDGMENT AND CONSENT
Each of Aaron Cremation & Burial Services, Inc., Aaron Cremation &
Burial Services P.C., Benton Funeral Home, Inc., Buckner-Rush Enterprises, Inc.,
Bury-Pine Funeral Home, Inc., Carlisle Funeral Home, Inc., Cemetery Development
Corporation, Inc., Clary-Godwin Funeral Home, Inc., Clayton Frank & Sons, Inc.,
Comander Funeral Home, Inc., Cremation Society of America, Incorporated, Dawson
& Wikoff, Ltd., Fraser Funeral Home, Inc., Fred Hunter Memorial Services, Inc.,
Grotewold Simi Valley Mortuary, Inc., Hertz-Thoma Chapel, Ltd., Hignell Phelps
Funeral Home, Inc., Hughes Funeral Chapel, J&W, Inc., John A. Beck Company,
Kerley & Starks Funeral Homes, Inc., Lambert Corporation, Inc., McWane Family
Funeral Home, Inc., Neal-Tarpley, Inc.,
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Pifer-Smith Funeral Home, Inc., Pine Funeral Home, Inc., Pine Group, Inc., Pine
Memorials, Inc., Prime Business Solutions, Inc., Prime Business Solutions of
Kentucky, Inc., Prime Enterprises of California, Inc., Prime Holdings, Inc.,
Prime Holdings of Arkansas, Inc., Prime Holdings of California, Inc., Prime
Holdings of Florida, Inc., Prime Holdings of Illinois, Inc., Prime Holdings of
Indiana, Inc., Prime Holdings of Michigan, Inc., Prime Holdings of Minnesota,
Inc., Prime Holdings of Nebraska, Inc., Prime Holdings of Ohio, Inc., Prime
Holdings of West Virginia, Inc., Prime Indiana Limited Partnership, Prime
Succession of Alabama, Inc., Prime Succession of Arizona, Inc., Prime Succession
of Arkansas, Inc., Prime Succession of California, Inc., Prime Succession of
Florida, Inc., Prime Succession of Georgia, Inc., Prime Succession of Illinois,
Inc., Prime Succession of Indiana, Inc., Prime Succession of Iowa, Inc., Prime
Succession of Kentucky, Inc., Prime Succession of Michigan, Inc., Prime
Succession of Minnesota, Inc., Prime Succession of Missouri, Inc., Prime
Succession of Nebraska, Inc., Prime Succession of New York, Inc., Prime
Succession of South Carolina, Inc., Prime Succession of Tennessee, Inc., Prime
Succession of Texas, Inc., Prime Succession of West Virginia, Inc., Prime
Succession of Wisconsin, Inc., Prime Succession Partners, Inc., Roselawn
Memorial Gardens, Inc., Rostad Mortuary, Inc., Simpson Funeral Home, Inc.,
Simpson-Meyer Corporation, Simpson-Volkman Corporation, Swem Funeral Home, Inc.,
Talisman Enterprises, Inc., The Funeral Outlet Store, Inc., Van Zantwick,
Bartels and Kammeraad Funeral Homes, Inc., Vankirk Funeral Home, Incorporated,
Weigel Funeral Home, Inc., Welsheimer Funeral Home, Inc., Whitney & Murphy
Funeral Homes, Inc., Whitney & Murphy Life Insurance Agency, Inc., Williams
Memorial Chapel, Inc., and Williams Memorial Chapel of Gordon, Inc. is a party
to the Subsidiary Guaranty, Subsidiary Pledge Agreement and Subsidiary Security
Agreement and Prime Succession Holdings, Inc. (together with the above mentioned
parties, collectively referred to herein as the "CREDIT SUPPORT PARTIES") is a
party to the Holdings Guaranty and Holdings Pledge Agreement (the Subsidiary
Guaranty, Subsidiary Pledge Agreement, Forebearance Effective Date Mortgages,
Subsidiary Security Agreement, Holdings Guaranty and Holdings Pledge Agreement
are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS"), pursuant
to which each Credit Support Party has (i) guarantied the Obligations and (ii)
created Liens in favor of the Lenders on certain Collateral to secure its
obligations under the Subsidiary Guaranty and Holdings Guaranty.
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Agreement and consents to
the terms effected pursuant to this Agreement. Each Credit Support Party hereby
confirms that each Credit Support Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guaranty or secure,
as the case may be, to the fullest extent possible the payment and performance
of all "Guarantied Obligations" and "Secured Obligations", as the case may be
(in each case as such terms are defined in the applicable Credit Support
Document), including without limitation the payment and performance of all such
"Guaranteed Obligations" or "Secured Obligations", as the case may be, in
respect of the Obligations of Borrower now or hereafter existing under or in
respect of the Credit Agreement, and the other Loan Documents, all as defined
therein.
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Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Agreement. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Credit Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Forebearance Effective Date to the same extent as though made on and
as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, except to
the extent that any representations and warranties are untrue, incorrect or
incomplete as a result of the implementation of Staff Accounting Bulletin 101.
Each Credit Support Party, in its capacity as such, acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Agreement, such Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected pursuant to this Agreement and (ii) nothing in the
Credit Agreement, this Agreement or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO, AND EFFECT ON, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) Except as expressly provided herein, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(ii) The execution, delivery and performance of this Agreement shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
any Agent or Lender under, the Credit Agreement or any of the other
Loan Documents.
B. HEADINGS. Section and Subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
C. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL
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LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS. This Agreement 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 such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER:
PRIME SUCCESSION, INC.
(formerly known as Prime Succession
Acquisition Corp.)
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
Notice Address:
Olympic Corporate Center
Suite 300
3940 Olympic Boulevard
Erlanger, Kentucky 41018
Attention: Chief Executive Officer
Facsimile: (606) 382-2522
with a copy to each of the following:
The Blackstone Group
31st Floor
345 Park Avenue
New York, New York 10154
Attention: Howard Lipson
Telephone: (212) 583-5844
Facsimile: (212) 583-5703
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, British Columbia
V5G 358 Canada
Attention: Robert Lundgren
Telephone: (604) 293-6401
Facsimile: (604) 473-7350
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CREDIT SUPPORT
PARTIES: PRIME SUCCESSION HOLDINGS, INC.
(formerly known as Prime Succession Inc.)
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
Notice Address:
Olympic Corporate Center
Suite 500
3940 Olympic Boulevard
Erlanger, Kentucky 41018
Attention: Chief Executive Officer
Facsimile: (606) 382-2522
with a copy to each of the following:
The Blackstone Group
31st Floor
345 Park Avenue
New York, New York 10154
Attention: Howard Lipson
Telephone: (212) 583-5844
Facsimile: (212) 583-5703
The Loewen Group Inc.
4126 Norland Avenue
Burnaby, British Columbia
V5G 358 Canada
Attention: Robert Lundgren
Telephone: (604) 293-6401
Facsimile: (604) 473-7350
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AARON CREMATION & BURIAL SERVICES, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
AARON CREMATION & BURIAL SERVICES P.C.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
BENTON FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
BUCKNER-RUSH ENTERPRISES, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
BURY-PINE FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
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CARLISLE FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
CEMETERY DEVELOPMENT CORPORATION, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
CLARY-GODWIN FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
CLAYTON FRANK & SONS, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
COMANDER FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
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CREMATION SOCIETY OF AMERICA, INCORPORATED
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
DAWSON & WIKOFF, LTD.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
FRASER FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
FRED HUNTER MEMORIAL SERVICES, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
GROTEWOLD SIMI VALLEY MORTUARY, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
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HERTZ-THOMA CHAPEL, LTD.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
HIGNELL PHELPS FUNERAL HOME, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
HUGHES FUNERAL CHAPEL
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
J&W, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
JOHN A. BECK COMPANY
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
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KERLEY & STARKS FUNERAL HOMES, INC.
By:
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Name: Gary L. Wright
Title: Chief Executive Officer
LAMBERT CORPORATION, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
MCWANE FAMILY FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
NEAL-TARPLEY, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PIFER-SMITH FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
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PINE FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PINE GROUP, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PINE MEMORIALS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME BUSINESS SOLUTIONS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME BUSINESS SOLUTIONS OF KENTUCKY, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
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PRIME ENTERPRISES OF CALIFORNIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF ARKANSAS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF CALIFORNIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF FLORIDA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF ILLINOIS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-9
<PAGE> 18
PRIME HOLDINGS OF INDIANA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF MICHIGAN, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF MINNESOTA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF NEBRASKA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME HOLDINGS OF OHIO, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-10
<PAGE> 19
PRIME HOLDINGS OF WEST VIRGINIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME INDIANA LIMITED PARTNERSHIP
By Prime Succession of Illinois, Inc.,
its general partner
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF ALABAMA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF ARIZONA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF ARKANSAS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-11
<PAGE> 20
PRIME SUCCESSION OF CALIFORNIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF FLORIDA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF GEORGIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF ILLINOIS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF INDIANA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-12
<PAGE> 21
PRIME SUCCESSION OF IOWA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF KENTUCKY, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF MICHIGAN, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF MINNESOTA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF MISSOURI, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-13
<PAGE> 22
PRIME SUCCESSION OF NEBRASKA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF NEW YORK, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF SOUTH CAROLINA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF TENNESSEE, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-14
<PAGE> 23
PRIME SUCCESSION OF TEXAS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF WEST VIRGINIA, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION OF WISCONSIN, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
PRIME SUCCESSION PARTNERS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
ROSELAWN MEMORIAL GARDENS, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-15
<PAGE> 24
ROSTAD MORTUARY, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
SIMPSON FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
SIMPSON-MEYER CORPORATION
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
SIMPSON-VOLKMAN CORPORATION
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
SWEM FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-16
<PAGE> 25
TALISMAN ENTERPRISES, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
THE FUNERAL OUTLET STORE, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
VAN ZANTWICK, BARTELS AND
KAMMERAAD FUNERAL HOMES, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
VANKIRK FUNERAL HOME, INCORPORATED
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
WEIGEL FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-17
<PAGE> 26
WELSHEIMER FUNERAL HOME, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
WHITNEY & MURPHY FUNERAL HOMES, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
WHITNEY & MURPHY LIFE INSURANCE
AGENCY, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
WILLIAMS MEMORIAL CHAPEL, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
WILLIAMS MEMORIAL CHAPEL OF GORDON, INC.
By:
------------------------------
Name: Gary L. Wright
Title: Chief Executive Officer
S-18
<PAGE> 27
AGENTS AND LENDERS:
GOLDMAN SACHS CREDIT PARTNERS L.P.,
individually and as Syndication Agent
and as Arranging Agent
By:
------------------------------
Authorized Signatory
Notice Address:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Stephen King
Telephone: (212) 902-8123
Facsimile: (212) 357-0932
S-19
<PAGE> 28
THE BANK OF NOVA SCOTIA,
individually and as Administrative Agent
By:
------------------------------
Name:
Title:
Notice Address:
The Bank of Nova Scotia
Atlanta Agency
Suite 2700
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attention: Hilma Gabbidon
Telephone: 404-877-1558
Facsimile: 404-888-8998
with a copy to:
The Bank of Nova Scotia
New York, New York
Attention: Pieter Van Schaick
Telephone: 212-225-5005
Facsimile: 212-225-5090
S-20
<PAGE> 29
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By:
------------------------------
Name:
Title:
Notice Address:
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
27th Floor
New York, New York 10036-2789
Attention: Anthony R. Clemente
Telephone: (212) 278-9870
Facsimile: (212) 278-9619
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<PAGE> 30
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
------------------------------
Name:
Title:
Notice Address:
Two World Trade Center
72nd Floor
New York, New York 10048
Attention: Kevin Egan
Telephone: (212) 392-5845
Facsimile: (212) 392-5345
S-22
<PAGE> 31
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:
------------------------------
Name:
Title:
Notice Address:
Merrill Lynch Senior Floating Rate
Fund, Inc.
800 Scudders Mill Road - Section 1B
Plainsboro, New Jersey 08536
Attention: Joseph Moroney
Telephone: (609) 282-8926
Facsimile: (609) 282-2756
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<PAGE> 32
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By:
------------------------------
Name:
Title:
Notice Address:
Merrill Lynch Prime Rate Portfolio
800 Scudders Mill Road - Section 1B
Plainsboro, New Jersey 08536
Attention: Joseph Moroney
Telephone: (609) 282-8926
Facsimile: (609) 282-2756
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<PAGE> 33
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
Notice Address:
1295 State Street
Springfield, MA 01111
Attention: John B. Wheeler
Telephone: (413) 744-6228
Facsimile: (413) 744-6127
S-25
<PAGE> 34
STEIN ROE & FARNHAM INCORPORATED
as Agent for Keyport Life Insurance Company
By:
------------------------------
Name:
Title:
Notice Address:
Stein Roe & Farnham
One South Wacker Drive
23rd Floor
Chicago, IL 60606
Attention: James R. Fellows
Telephone: (312) 368-5641
Facsimile: (312) 368-7857
S-26
<PAGE> 35
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
------------------------------
Name:
Title:
Notice Address:
24 Federal Street
Boston, MA 02110
Attention: Scott H. Page
Telephone: (617) 598-8486
Facsimile: (617) 617-695-9594 or
(707) 202-0815
S-27
<PAGE> 36
OAKTREE CAPITAL MANAGEMENT, LLC
By:
------------------------------
Name:
Title:
Notice Address:
333 S. Grand Avenue
28th Floor
Los Angeles, CA 90071
Attention: Matt Barrett
Telephone: (213) 830-6407
Facsimile: (213) 830-6494
S-28
<PAGE> 37
PPM AMERICA SPECIAL INVESTMENT FUND, L.P.
By:
------------------------------
Name:
Title:
Notice Address:
225 W. Wacker Drive
Suite 1200
Chicago, IL 60606
Attention: Brian Schinderle
Telephone: (312) 634-2572
Facsimile: (312) 634-0053
S-29
<PAGE> 38
PPM AMERICA SPECIAL INVESTMENTS
CBO II L.P.
By:
------------------------------
Name:
Title:
Notice Address:
225 W. Wacker Drive
Suite 1200
Chicago, IL 60606
Attention: Brian Schinderle
Telephone: (312) 634-2572
Facsimile: (312) 634-0053
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<PAGE> 39
SCHEDULE 1
Identified Events of Default.
Events of Default under the Credit Agreement with respect to a breach
of the provisions of Sections 7.6.A., 7.6.B, 7.6.C occurring on or prior to
March 15, 2000.
Schedule I-1
