**EXHIBIT 10.14**

 

**THE CIT GROUP/BUSINESS CREDIT, INC.**1211 Avenue of the AmericasNew York, New York 10036

November 11, 2003

Rock of Ages Corporation772 Graniteville RoadBarre, Vermont 05654

Attention:    Mr.Kurt M. Swenson                  Chief Executive Officer

RE:             SixthAmendment and Waiver

Gentlemen:

     We refer to the Financing Agreement, dated as of December17, 1997 (as amended, the "Financing Agreement"), among Rock of AgesCorporation, Rock of Ages Kentucky Cemeteries, LLC, Carolina Quarries, Inc.,Autumn Rose Quarries, Inc., Pennsylvania Granite Corp., Keith Monument CompanyLLC, Rock of Ages Memorials, Inc. and Sioux Falls Monument Co. (collectively,the "Companies"), the lenders party thereto (collectively, the"Lenders"), and The CIT Group/Business Credit, Inc., as agentfor the Lenders (in such capacity, the "Agent"). Capitalized terms used herein and nototherwise defined shall have the meanings ascribed thereto in the FinancingAgreement.

   1.  Waiver.  Youhave notified us that the Operating Cash Flow Ratio of the Companies for thefiscal quarter ending in September 2003 was (3.86) to 1. The failure of the Companies to havemaintained an Operating Cash Flow Ratio of at least 1.25 to 1 constitutes aviolation of Subparagraph 14 of Section 7 of the Financing Agreement and anEvent of Default under Subparagraph 1(f) of the Financing Agreement (the "DesignatedDefault").

   The Lenders hereby waive the Designated Default as anEvent of Default. Nothing herein shallconstitute a waiver by the Agent or any Lender of any other Default or Event ofDefault, whether or not the Agent or any Lender has any knowledge thereof, norshall anything herein be deemed a waiver by the Agent or any Lender of anyDefault or Event of Default which may occur after the date hereof.

   2.  Amendment.  TheCompanies, the Lenders and the Agent hereby agree that, effective as of October1, 2003: (a) each Applicable FeePercentage set forth in the definition of the term "Applicable FeePercentage" in the Financing Agreement shall be increased by .25%; andeach Applicable Increment set forth in the definition of the term"Applicable Increment" in the Financing Agreement shall be increasedby .25%.

   By signing below, each of the Companies hereby represents andwarrants that: (a) all of the representations and warranties set forth in theFinancing Agreement (except for such representations and warranties that wereonly required to be true and correct as of a prior date) are true and correct inall material respects on the date hereof; and (b) no Default or Event of Default(other than the Designated Default) has occurred and is continuing on the datehereof.

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   The waiver of the Designated Default contained hereinshall become effective upon our receipt of one or more counterparts of thisletter signed by all of the Companies and the other Lender.

     Except as herein expressly amended, the FinancingAgreement and all other agreements, documents, instruments and certificatesexecuted in connection therewith (collectively, the "Loan Documents")are hereby ratified and confirmed in all respects and shall remain in fullforce and effect in accordance with their respective terms. All references to the Financing Agreement inthe Financing Agreement and the other Loan Documents shall mean the FinancingAgreement as amended hereby.

This letter agreement shall be governed by and construedin accordance with the laws of the State of New York.

Please sign below to indicate your agreement to the termhereof.

|                                                                                                                                                                                                                                                                                                                                      | Very truly yours,

THE CIT GROUP/BUSINESS CREDIT,  INC.   as Lender and Agent

By: /s/ John Thomas                                          Name: John Thomas   Title:    Assistant Vice President |
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| Agreed to by:                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| ROCK OF AGES CORPORATION

By: /s/ Kurt M. Swenson                               Name:  Kurt M.  Swenson  Title:    Chairman  and Chief Executive Officer

      |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ROCK OF AGES KENTUCKY CEMETERIES,  LLC

By: /s/ Kurt M. Swenson                                Name: Kurt M. Swenson  Title:    Chairman and Chief Executive Officer |                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| CAROLINA QUARRIES, INC.

By: /s/ Kurt M. Swenson                              Name:  Kurt M. Swenson  Title:    Chairman and Chief Executive Officer            |   |
|                                                                                                                                                                                                                                                                                                                            |   |
| AUTUMN ROSE QUARRIES, INC.

By: /s/ Kurt M. Swenson                                 Name:  Kurt M. Swenson  Title:    Chairman and Chief Executive Officer |   |
|                                                                                                                                                                                                                                                                                                                            |   |
| PENNSYLVANIA GRANITE CORP.

By: /s/ Kurt M. Swenson                              Name:  Kurt M.  Swenson   Title:    Chairman  and Chief Executive Officer      |   |
|                                                                                                                                                                                                                                                                                                                            |   |
| KEITH MONUMENT COMPANY LLC

By: /s/ Kurt M. Swenson                               Name:  Kurt M.  Swenson  Title:    Chairman  and Chief Executive Officer |   |
|                                                                                                                                                                                                                                                                                                                            |   |
| ROCK OF AGES MEMORIALS INC.

By: /s/ Kurt M. Swenson                             Name:  Kurt M.  Swenson  Title:    Chairman  and Chief Executive Officer            |   |
|                                                                                                                                                                                                                                                                                                                            |   |
| SIOUX FALLS MONUMENT CO.

By: /s/ Kurt M. Swenson                            Name:  Kurt M.  Swenson  Title:    Chairman  and Chief Executive Officer                     |   |

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|                                                                                                                                                                                                                                                                                        |   |
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| FLEET NATIONAL BANK,     as a Lender

By: /s/ Michael A. Palmer                         Name: Michael A. Palmer  Title:  Senior Vice President  |   |
|                                                                                                                                                                                                                                                                                             |        |  |

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**EXHIBIT 10.15**

 

**   SEVENTH AMENDMENT AND WAIVER,**dated as of February 16, 2004 ("Amendment"), executed and deliveredin connection with that certain **FINANCINGAGREEMENT**, among **ROCK OF AGESCORPORATION,**a Delaware corporation ("ROA"), **ROCK OF AGES KENTUCKY CEMETERIES, LLC,**a Delawarelimited liability company ("Kentucky"), **CAROLINA QUARRIES, INC.,**a Delaware corporation("Carolina"), **AUTUMN ROSE QUARRIES,INC.**, a Georgia corporation ("Autumn"), **PENNSYLVANIA GRANITE CORP.**, a Pennsylvaniacorporation ("Pennsylvania"), **KEITHMONUMENT COMPANY LLC,** a Delaware limited liability company("Keith"), **ROCK OF AGES MEMORIALSINC.,** a Delaware corporation ("Memorials") and **SIOUX FALLS MONUMENT CO.,** a South Dakotacorporation ("Sioux Falls"), as borrowers (ROA, Kentucky, Carolina,Autumn, Pennsylvania, Keith, Memorials and Sioux Falls each a"Company" and collectively the "Companies"), the lendersparty thereto (each a "Lender" and collectively the"Lenders") and **THE CITGROUP/BUSINESS CREDIT, INC.,** as agent for the Lenders (in suchcapacity, the "Agent"). Termswhich are capitalized in this Amendment and not otherwise defined shall havethe meanings ascribed to such terms in the Financing Agreement (as definedbelow).

**   WHEREAS**, theCompanies, the Lenders and the Agent are parties to that certain FinancingAgreement, dated as of December 17, 1997, which agreement has been amended by (a) the letter amendment datedJune 22, 1998 (the "First Amendment"), (b) the Amendment dated June 1,1999 (the "Second Amendment"), (c) the Consent and Amendmentdated December 20, 1999 (the "Third Amendment"), (d) the Consent and Amendmentdated as of December 27, 2000 (the "Fourth Amendment"), (e) the Fifth Amendment dated asof October 23, 2002 (the "Fifth Amendment") and (f) the Sixth Amendment andWaiver dated November 11, 2003 (the "Sixth Amendment") (as amended bythe First Amendment, the Second Amendment, the Third Amendment, the FourthAmendment, the Fifth Amendment and the Sixth Amendment, and as the same mayhereafter be amended, modified, supplemented or restated from time to time, the"Financing Agreement");

**   WHEREAS**,the Companies have requested that the Lenders (a) waive as Events of Defaultthe violation of certain financial covenants contained in the Financing Agreementand (b) agree to modify certainprovisions contained in the Financing Agreement, and the Lenders have agreed tothe foregoing request, on the terms and subject to the conditions set forth inthis Amendment.

**   NOW THEREFORE**, inconsideration of the foregoing, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto hereby agree as follows:

**   Section One**.  **Amendments**. Section 7 of the Financing Agreement is hereby amended byinserting therein the following new Paragraphs 23 and 24 immediately afterParagraph 22 thereof:

   "23.MinimumEBITDA. The Companies shallachieve, on a consolidated basis, for each fiscal period set forth below, EBITDA in an amount not less than the amount set forth below opposite suchfiscal period:

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|   | Fiscal Period                                               |   | Minimum EBITDA |
|--------|-------------------------------------------------------------|--------|----------------|
| (a)    | fiscal  quarter ended on or about December 31, 2003         |   | $3,100,000     |
|   |                                                        |   |           |
| (b)    | two  (2) fiscal quarters ending on or about March 31, 2004  |   | $ (2,000,000)  |
|   |                                                        |   |           |
| (c)    | three  (3) fiscal quarters ending on or about June 30, 2004 |   | $2,300,000     |

    24.MaximumCapital Expenditures.  During thefiscal year ending on or about December 31, 2004, the Companies shall not makeor contract to make, on a consolidated basis, Capital Expenditures in anaggregate amount in excess of $4,500,000."

**    SectionTwo**.  **Covenant**. If, for the fiscal quarter ending on orabout December 31, 2003, the Companies, on a consolidated basis, shall haveachieved EBITDA in an amount not less than the minimum amount required for suchfiscal quarter under Paragraph 23 of Section 7 of the Financing Agreement (asamended hereby), and such achievement is reflected on the Companies' auditedand consolidated financial statements for the fiscal year ended December 31,2003, received by the Agent and each Lender pursuant to Paragraph 8 of Section7 of the Financing Agreement, then, the .25% increase in each Applicable FeePercentage and each Applicable Increment provided for in paragraph 2 of theSixth Amendment shall cease to be effective as of December 31, 2003, providedthat no Default or Event of Default shall have occurred and becontinuing.

**   Section Three**. **Waiver**. The Companies hereby acknowledge and confirmthat for the fiscal quarter ended on or about December 31, 2003, the Companiesfailed to maintain, on a consolidated basis, an Operating Cash Flow Ratio of atleast 1.25 to 1, in violation of Subparagraph 14 of Section 7 of the FinancingAgreement. The Companies' failure tomaintain, on a consolidated basis, an Operating Cash Flow Ratio of at least1.25 to 1 at all times during such fiscal quarter constitutes an Event ofDefault (the "Designated Default").The Companies also expect that they will not be in compliance with suchcovenant for each of the fiscal quarter ending on or about March 31, 2004 andthe fiscal quarter ending on or about June 30, 2004 (collectively, the"Anticipated Defaults"). Uponthe satisfaction of the conditions precedent set forth in Section Five hereof,the Lenders hereby waive the Designated Default and the Anticipated Defaults asEvents of Default; provided, however, that nothing containedherein shall be deemed to be a waiver of any other Default or Event of Default,whether or not the Agent or any Lender has any knowledge thereof, nor shallanything contained herein be deemed to be a waiver of any other future Defaultor Event of Default whatsoever.

**   Section Four**. **Representationsand Warranties**.****Toinduce the Agent and the Lenders to enter into this Amendment, each Company warrantsand represents to the Agent and theLenders as follows:

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   (a) all of the representations and warrantiescontained in the Financing Agreement and each other document relating theretoto which such Company is a party continue to be true and correct in all materialrespects as of the date hereof, as if repeated as of the date hereof, exceptfor such representations and warranties which, by their terms, are only made asof a previous date;

   (b) the execution, delivery and performanceof this Amendment by such Company is within its corporate or limited liabilitycompany powers, has been duly authorized by all necessary corporate or limitedliability company action, and such Company has received all necessary consentsand approvals (if any shall be required) for the execution and delivery of thisAmendment;

   (c) upon the execution of this Amendment,this Amendment shall constitute the legal, valid and binding obligation of suchCompany, enforceable against such Company in accordance with its terms, exceptas such enforceability may be limited by (i) bankruptcy, insolvency orsimilar laws affecting creditors' rights generally and (ii) general principles of equity;

   (d) Such Company is not in default under anyindenture, mortgage, deed of trust, or other material agreement or materialinstrument to which it is a party or by which it may be bound. Neither the execution and delivery of thisAmendment, nor the consummation of the transactions herein contemplated, norcompliance with the provisions hereof will (i) violate any law or regulationapplicable to such Company, (ii) cause a violation by suchCompany of any order or decree of any court or government instrumentalityapplicable to it, (iii) conflict with, or result inthe breach of, or constitute a default under, any indenture, mortgage, deed oftrust, or other material agreement or material instrument to which such Companyis a party or by which it may be bound, (iv) result in the creation orimposition of any lien, charge, or encumbrance upon any of the property of suchCompany, except in favor of the Agent, to secure the Obligations, or (v) violate any provision of anyorganizational document or capital stock of such Company;

   (e) No Default or Event of Default hasoccurred and is continuing, except for the Designated Default which is beingwaived pursuant to Section Three hereof; and

   (f) Since the date of the receipt by theAgent and the Lenders of the Companies' most recent financial statements, nochange or event has occurred which has had or is reasonably likely to have amaterial adverse effect on the business, operations, prospects, profitabilityor condition, financial or otherwise, of such Company, the Companies and theirsubsidiaries taken as a whole or the Collateral (collectively a "MaterialAdverse Effect").

**   Section Five**.  **ConditionsPrecedent**. Sections Twoand Three of this Amendment shall become effective when all of the followingconditions, the satisfaction of each of which is a condition precedent to theeffectiveness of this Amendment, shall have occurred:

   (a)  The Agent shall have received a fullyexecuted counterpart or original of this Amendment.

   (b)   All of the representations and warrantiesset forth in Section Four of this Amendment shall be true and correct.

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   (c) The Agent and the Lenders shall havereceived payment of all fees, expenses and disbursements (including, withoutlimitation, the fees and expenses of external counsel) incurred by them inconnection with the preparation, negotiation and execution of this Amendmentand the transactions contemplated to occur hereunder.

**   Section Six**. **General Provisions**. 

   (a) Except as herein expressly amended, theFinancing Agreement and all other agreements, documents, instruments andcertificates executed in connection therewith, are ratified and confirmed in allrespects and shall remain in full force and effect in accordance with theirrespective terms.

   (b) As of the effective date hereof, allreferences to the Financing Agreement in the Financing Agreement shall mean theFinancing Agreement as amended hereby and as hereafter amended, supplemented ormodified from time to time.

   (c) This Amendment embodies the entireagreement between the parties hereto with respect to the subject matter hereofand supersedes all prior agreements, commitments, arrangements, negotiations orunderstandings, whether written or oral, of the parties with respect thereto.

   (d) This Amendment may be executed by theparties hereto individually or in combination, in one or more counterparts,each of which shall be an original and all of which shall constitute one andthe same agreement.

   (e) This Amendment shall be governed by andconstrued in accordance with the internal laws of the State of New York,without regard to conflicts of law principles.

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]

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   IN WITNESS WHEREOF**,** each Company, the Agent and eachof the Lenders has signed below to indicate its agreement with the foregoingand its intent to be bound thereby.

|   | ROCK OF AGES CORPORATION  ROCK OF AGES KENTUCKY  CEMETERIES, LLC  CAROLINA QUARRIES, INC.  AUTUMN ROSE QUARRIES,  INC.  PENNSYLVANIA GRANITE CORP.  KEITH MONUMENT COMPANY LLC  ROCK OF AGES MEMORIALS INC.  SIOUX FALLS MONUMENT CO.

By: /s/ Kurt M. Swenson  Name:  Kurt M.  Swenson  Title:     Chairman  and Chief Executive Officer  of each of the above Companies |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | THE CIT GROUP/BUSINESS  CREDIT, INC.,     as Agent and as a Lender

By: /s/ John Thomas     Name:  John Thomas  Title:    Assistant Vice President                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | FLEET NATIONAL BANK,     as a Lender

By: /s/ Michael A. Palmer  Name:  Michael A. Palmer  Title:     Senior Vice President                                                                                                                                                                                                                           |

 

 

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**EXHIBIT 10.21**

**AMENDMENT NO. 1 TO SUPPLY AGREEMENT**

   This Amendment No. 1 to SupplyAgreement is made as of the 1st day of January 2004, by and amongROCK OF AGES CORPORATION, a Delaware corporation with its principal officelocated at 772 Graniteville Road, Graniteville, Vermont 05654 ("ROCK"); and ADAMS GRANITE CO., INC.a Vermont corporation ("Adams").

RECITALS:

   WHEREAS, ROCK and Adams enteredinto a Supply Agreement dated January 11, 2002 ("Supply Agreement"); and

   WHEREAS, ROCK and Adams desire toamend the Supply Agreement in accordance with the terms set forth below.

   NOW THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which are hereinacknowledged, the parties agree as follows:

   1.   Section 3 of the Supply Agreement shall be amended bydeleting the current section 3 in its entirety and replacing it with thefollowing new section 3:

**   3.   MinimumOrdering Obligations. During theTerm ROCK shall place orders for at least Two Million Two Hundred FiftyThousand Dollars ($2,250,000.00) (the "Minimum Order") of Monuments from Adamsin each year of the Term, commencing January 1, 2004. Notwithstanding the foregoing, the Minimum Order may vary up ordown by up to 10% during each year of the remaining Term. The Minimum Order for each year shall bemeasured separately, and any such variance in one year shall not be added to orsubtracted from the Minimum Order obligation in any subsequent year during theTerm.**

  2.   Section4 of the Supply Agreement shall be amended by deleting the current section 4 inits entirety and replacing it with the following new section 4:

**   4.  Failure to Meet Minimum Order;Remedy. Adams shall provide ROCKwith a report of the orders placed by ROCK under this Agreement within Thirty(30) days prior to the end of each year of the Term. ROCK shall verify Adams' report with its own numbers andcommunicate any discrepancies to Adams.If the orders for a given year are less than the adjusted Minimum Order,then ROCK shall, at its sole option:(i) place orders for Monuments in the amount of the deficiency; or (ii)pay to Adams the gross margin that Adams would have realized had such ordersbeen placed and filled. For thepurposes of this Section 3, the gross margin shall be Adams' average grossmargin on sales of Monuments to ROCK over the prior 2 year period, calculatedin accordance with generally accepted accounting principles, consistentlyapplied. Adams shall keep adequatebooks and records sufficient to allow ROCK to calculate the average grossmargin, and shall allow ROCK access to such books and records in accordancewith Section 8 hereof.**

** **

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**The placement of orders and/or the payment of Adams' estimated grossmargin, as provided in section 4(i) or (ii) above, shall be Adams' sole andexclusive remedy for ROCK's failure to meet the Minimum Order. In no event shall ROCK be liable to Adamsfor any claims or demands in equity for specific performance or claims ordemands at law for any further amounts or damages of any kind, whether director indirect, including, but not limited to, loss of revenue or profits or anyspecial, incidental or consequential damages, even if ROCK has been advised ofthe possibility of such damages.**

   3.   Except as amended by this Amendment No. 1, ROCK and Adamshereby agree and acknowledge that the remainder of the Supply Agreement shallbe unchanged and shall remain in full force and effect.

   IN WITNESS WHEREOF, the partieshereto have executed this Amendment No. 1 to Supply Agreement all as of thedate first above written.

| WITNESS                                                         
  ROCK    OF AGES CORPORATION    By: /s/ Michael Tule                              Michael Tule, Vice President/General    Counsel   ADAMS    GRANITE COMPANY, INC. 
By: /s/ Kerry F. Zorzi                          Kerry F. Zorzi, President  
 

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