exv10w1







Exhibit 10.1




SIXTH AMENDMENT TO CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of May 4,
2009 (but effective as provided in Section 5 of this Sixth Amendment), by and among CARRIAGE
SERVICES, INC., a Delaware corporation (the “Borrower”), the banks listed on the signature
pages hereof (the “Lenders”), WELLS FARGO BANK, N.A., as Syndication Agent (in said
capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer (in said capacity as Administrative Agent, the “Administrative
Agent”).



BACKGROUND




     A. The Borrower, the Lenders, the Syndication Agent, and the Administrative Agent are parties
to that certain Credit Agreement, dated as of April 27, 2005, as amended by that certain First
Amendment to Credit Agreement, dated as of August 31, 2005, as modified by that certain Waiver and
Consent, dated as of September 1, 2006, as amended by that certain Second Amendment to Credit
Agreement, dated as of May 4, 2007, as amended by that certain Third Amendment to Credit Agreement,
dated as of December 1, 2007, as amended by that certain Fourth Amendment to Credit Agreement,
dated as of November 14, 2008, as amended by that certain Fifth Amendment to Credit Agreement,
dated as of December 31, 2008, and as modified by that certain Waiver to Credit Agreement, dated as
of March 19, 2009 (said Credit Agreement, as amended and modified, the “Credit Agreement”;
the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement).



     B. The Borrower has requested that the Lenders (i) amend the Credit Agreement, as more fully
set forth herein, and (ii) waive certain Events of Default that have occurred under the Credit
Agreement.



     C. The Lenders parties to this Sixth Amendment (which Lenders constitute the Required Lenders
as required under the Credit Agreement) are willing to agree to such amendment and waiver, subject
to the performance and observance in full of each of the covenants, terms and conditions, and in
reliance upon all of the representations and warranties of the Borrower, set forth herein.



     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the parties hereto covenant and agree as follows:



     1. AMENDMENT. Section 7.11(a) of the Credit Agreement is hereby amended to
read as follows:




     (a) Maximum Leverage Ratio. Permit the Leverage Ratio as of the end of any
period of four consecutive fiscal quarters of the Borrower to be greater than 3.75 to 1.00.



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     2. WAIVER. Subject to satisfaction of the conditions of effectiveness to this Sixth
Amendment set forth in Section 5 of this Sixth Amendment, the Administrative Agent and the Lenders
hereby waive the Events of Default that occurred under the Credit Agreement as a result of the
failure of the Borrower to comply with the financial covenants set forth in Sections
7.11(a) and 7.11(b) of the Credit Agreement for the period of four consecutive fiscal
quarters ending on March 31, 2009 or at any time during such period. The waiver provided herein
does not apply to (a) any covenants, terms or provisions of the Credit Agreement other than
Sections 7.11(a) and (b) thereof or (b) the failure of the Borrower to comply with
said Sections for any period of four consecutive fiscal quarters other than the period ending March
31, 2009.



     3. COMMITMENT REDUCTION. By signing below, the Administrative Agent and the Lenders
(a) acknowledge the request by the Borrower to reduce the Aggregate Commitments to $20,000,000, (b)
waive the requirement for five Business Days’ prior notice for such reduction of the Aggregate
Commitments set forth in Section 2.06 of the Credit Agreement, and (c) agree that upon
satisfaction of the conditions of effectiveness to this Sixth Amendment set forth in Section 5 of
this Sixth Amendment, the Aggregate Commitments shall be $20,000,000.



     4. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and
delivery hereof, the Borrower represents and warrants that, as of the date hereof, and immediately
after giving effect to this Sixth Amendment:



     (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof as made on and as of such date, except
to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date, and except that the
representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such
representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01
of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause
(a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of
footnotes and shall be subject to normal year-end audit adjustments;



     (b) no event has occurred and is continuing which constitutes a Default or Event of Default;



     (c) (i) the Borrower has full power and authority to execute and deliver this Sixth Amendment,
(ii) this Sixth Amendment has been duly executed and delivered by the Borrower, and (iii) this
Sixth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may be limited by
applicable Debtor Relief Laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;



     (d) neither the execution, delivery and performance of this Sixth Amendment, nor the
consummation of any transactions contemplated herein, will conflict with (i) the certificate or



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articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its
Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation
applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other
instrument to which the Borrower, the Subsidiaries or any of their properties are subject; and

no authorization, approval, consent, or other action by, notice to, or filing with, any
Governmental Authority or other Person not previously obtained is required to be obtained or made
by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the
execution, delivery or performance by the Borrower of this Sixth Amendment or (ii) the
acknowledgement by each Guarantor of this Sixth Amendment.



     5. CONDITIONS OF EFFECTIVENESS. This Sixth Amendment shall be effective on and as of
March 31, 2009 (provided, however, Section 3 of this Sixth Amendment shall be effective as of May
4, 2009), subject to the following:



     (a) the representations and warranties set forth in Section 4 of this Sixth Amendment shall be
true and correct;



     (b) the Administrative Agent shall have received counterparts of this Sixth Amendment executed
by the Required Lenders;



     (c) the Administrative Agent shall have received from the Borrower for the account of each
Lender, an amount in immediately available funds equal to the product of (i) 0.25% and (ii) each
Lender’s Commitment, as reduced by the voluntary reduction of each Lender’s Commitment as provided
in Section 3 of this Sixth Amendment and effective as of May 4, 2009; and



     (d) the Administrative Agent shall have received counterparts of this Sixth Amendment executed
by the Borrower and acknowledged by each Guarantor.



     6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges,
consents and agrees to the execution, delivery and performance by the Borrower of this Sixth
Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty are not
released, diminished, waived, modified, impaired or affected in any manner by this Sixth Amendment,
or any of the provisions contemplated herein, (c) ratifies and confirms its obligations under its
Guaranty and (d) acknowledges and agrees that it has no claim or offsets against, or defenses or
counterclaims to, its Guaranty.



     7. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon and during the effectiveness of this Sixth Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference
to the Credit Agreement, as affected and amended by this Sixth Amendment.



     (b) Except as expressly set forth herein, this Sixth Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the
Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents,
and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,
covenants, or agreements contained in the Credit Agreement or the other Loan



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Documents, all of
which are hereby ratified and affirmed in all respects and shall continue in full
force and effect.



     8. COSTS AND EXPENSES. The Borrower shall be obligated to pay the reasonable costs
and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Sixth Amendment and the other instruments and documents to be
delivered hereunder.



     9. EXECUTION IN COUNTERPARTS. This Sixth 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 when taken together shall
constitute but one and the same instrument. For purposes of this Sixth Amendment, a counterpart
hereof (or signature page thereto) signed and transmitted by any Person party hereto to the
Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be
treated as an original. The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature page thereto) so transmitted
is to be considered to have the same binding effect as an original signature on an original
document.



     10. GOVERNING LAW; BINDING EFFECT. This Sixth Amendment shall be governed by and
construed in accordance with the laws of the State of Texas applicable to agreements made and to be
performed entirely within such state; provided that the Administrative Agent and each
Lender shall retain all rights arising under federal law. This Sixth Amendment shall be binding
upon the parties hereto and each Lender and their respective successors and permitted assigns.



     11. HEADINGS. Section headings in this Sixth Amendment are included herein for
convenience of reference only and shall not constitute a part of this Sixth Amendment for any other
purpose.



     12. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED AND AFFECTED BY THIS SIXTH
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE
SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.








REMAINDER OF PAGE LEFT INTENTIONALLY BLANK








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     IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the date above
written.



	 	 	 	 	 
	 	CARRIAGE SERVICES, INC.

 	 
	 	By:  	/s/ Terry E. Sanford
 	 
	 	 	Terry E. Sanford 	 
	 	 	Chief Financial Officer 	 



 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Administrative Agent

 	 
	 	By:  	/s/ Anthony Kell
 	 
	 	 	Name:  	Anthony Kell 	 
	 	 	Title:  	Assistance Vice President 	 



 









 







	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and
Swing Line Lender

 	 
	 	By:  	/s/ Gary L. Mingle
 	 
	 	 	Gary L. Mingle 	 
	 	 	Senior Vice President 	 



 









 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as
Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Linda Masera
 	 
	 	 	Name:  	Linda Masera 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:





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.

CSI FUNERAL SERVICES OF 
     MASSACHUSETTS, INC.

CHC INSURANCE AGENCY OF OHIO, INC.

BARNETT, DEMROW & ERNST, INC.

CARRIAGE SERVICES OF NEW MEXICO, INC.

FORASTIERE FAMILY FUNERAL SERVICES, 
     INC.

CARRIAGE CEMETERY SERVICES, INC.

CARRIAGE SERVICES OF OKLAHOMA, L.L.C.

CARRIAGE SERVICES OF NEVADA, INC.

HUBBARD FUNERAL HOME, INC.

CARRIAGE TEAM CALIFORNIA (CEMETERY), 
     LLC

CARRIAGE TEAM CALIFORNIA (FUNERAL), 
     LLC

CARRIAGE TEAM FLORIDA (CEMETERY), LLC

CARRIAGE TEAM FLORIDA (FUNERAL), LLC

CARRIAGE SERVICES OF OHIO, LLC

CARRIAGE TEAM KANSAS, LLC

CARRIAGE MUNICIPAL CEMETERY SERVICES
      OF NEVADA, INC.

CARRIAGE CEMETERY SERVICES OF 
     
CALIFORNIA, INC.

CARRIAGE INSURANCE AGENCY OF 
     
MASSACHUSETTS, INC.

CARRIAGE INTERNET STRATEGIES, INC.

CARRIAGE INVESTMENTS, INC. (for itself and as 
     
General Partner of
Carriage Management, L.P.)

CARRIAGE MANAGEMENT, L.P.

COCHRANE’S CHAPEL OF THE ROSES, INC.

HORIZON CREMATION SOCIETY, INC.

CARRIAGE LIFE EVENTS, INC.

CARRIAGE MERGER I, INC.

CARRIAGE MERGER II, INC.

CARRIAGE MERGER III, INC.

ARIA CREMATION SERVICES, LLC

CLOVERDALE PARK, INC.

CATAUDELLA FUNERAL HOME, INC.

 	 
	 	By:  	/s/ Terry E, Sanford
 	 
	 	 	Terry E. Sanford 	 
	 	 	Chief Financial Officer