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Exhibit 10.1  


EXECUTION COPY  


 
 

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT  
    


Dated
as of December 3, 2004 


        AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this "Amendment") among ALDERWOODS
GROUP, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent"). 



 PRELIMINARY STATEMENTS:  




        (1)    WHEREAS,
the Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement dated as of September 17, 2003 (such Credit Agreement, as
amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement; 


        (2)    WHEREAS,
the Borrower desires to refinance and replace all outstanding Term B1 Loans under the Credit Agreement with a new class of Term B2 Loans under the Credit
Agreement (the "Term B2 Loans") up to an aggregate principal amount of $270,614,792, having identical terms with, and having the same rights and
obligations under the Loan Documents, as the Term B1 Loans, as set forth in the Loan Documents, except as such terms are amended hereby; 


        (3)    WHEREAS,
each Term B1 Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its
Term B1 Commitment and Term B1 Loans (which Term B1 Commitment and Term B1 Loans shall thereafter be deemed terminated, it being understood and agreed, however, that,
notwithstanding anything set forth herein to the contrary, the Term B2 Commitments and Term B2 Loans amend and restate in their entirety, and are not in payment or satisfaction of, the
Term B1 Commitments and the Term B1 Loans and there is no novation of the Term B1 Commitments or the Term B1 Loans) for a Term B2 Commitment (a
"Term B2 Commitment") and Term B2 Loans in the same aggregate principal amount as such Lender's outstanding Term B1 Loans as set
forth in Schedule 2.01 to the Credit Agreement as in effect immediately prior to the Term B2 Facility Effective Date and such Lender shall thereafter
become a Term B2 Lender (each, in such capacity, a "Term B2 Lender"); 


        (4)    WHEREAS,
each Person who executes and delivers this Amendment as a lender other than pursuant to an exchange of term loans described in
Section 2.01(a)(ii) of the Credit Agreement as amended hereby (each, in such capacity, an "Additional Term B2
Lender"), will make Term B2 Loans on the Term B2 Facility Effective Date (as defined below) (each, an "Additional Term B2
Loan") to the Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule 2.01 to the
Credit Agreement under the caption Additional Term B2 Loans, as amended as of the Term B2 Facility Effective Date, the proceeds of which will be used by the Borrower to refinance in full the
outstanding principal amount of Term B1 Loans of Term B1 Lenders, if any, who do not execute and deliver this Amendment, it being understood that an Additional Term B2 Lender may be a
Term B1 Lender prior to the Term B2 Facility Effective Date; 


        (5)    WHEREAS,
the proceeds of the Term B2 Loans and the Additional Term B2 Loans shall be used by the Borrower to refinance and replace the
Term B1 Facility; 







 

        (6)    WHEREAS,
the Borrower shall pay to each Term B1 Lender all accrued and unpaid interest on its Term B1 Loans to the Term B2 Facility Effective Date
on such Term B2 Facility Effective Date; 


        (7)    WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement (i) to effect the changes described above and (ii) to make other amendments
as described below; and 


        (8)    WHEREAS,
the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below. 



        NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto
hereby agree as follows: 


        SECTION 1.    Amendments
to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 3, hereby amended as follows: 


        (a)    Section 1.01
of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order: 



        "Additional Term B2 Commitment" means, as to each Additional Term B2 Lender, the commitment of such Additional
Term B2 Lender to make Additional Term B2 Loans on the Term B2 Facility Effective Date, in an amount in US Dollars set forth next to the name of such Additional Term B2
Lender on Schedule 2.01 thereto under the caption "Additional Term B2 Commitment". 


        "Additional Term B2 Lender" means a Person with an Additional Term B2 Commitment to make Additional Term B2 Loans to
the Borrower on the Term B2 Facility Effective Date, it being understood that an Additional Term B2 Lender may be a Term B1 Lender. 


        "Additional Term B2 Loan" means a term loan or term loans in US Dollars made pursuant to
Section 2.01(a)(iii) of this Agreement on the Term B2 Facility Effective Date. 


        "Term B2 Borrowing" means a borrowing consisting of simultaneous Term B2 Loans of the same Type made by the
Term B2 Lenders. 


        "Term B2 Facility" means, at any time, the aggregate Term B2 Loans of all Lenders at such time. 


        "Term B2 Facility Effective Date" is defined in Section 3 of the Third Amendment. 


        "Term B2 Lender" means, collectively, (a) each Term B1 Lender that executes and delivers the Third Amendment on or
prior to the Term B2 Facility Effective Date and (b) each Additional Term B2 Lender. 


        "Term B2 Loan" means a term loan or term loans in US Dollars made pursuant to
Sections 2.01(a)(i) or 2.01(a)(iii) or deemed made pursuant to Section 2.01(a)(ii). 


        "Third Amendment" means the Third Amendment to this Agreement, dated as of December 3, 2004, among the Borrower, the Administrative
Agent and the Lenders party thereto. 


2







 

        "Third Amendment Effective Date" is defined in Section 3 of the Third Amendment. 


        (b)    Section 1.01
of the Credit Agreement is hereby further amended as follows: 


        (i)    Section 1.01
of the Credit Agreement is hereby further amended by amending and restating subclause (a) in the definition of
"Applicable Rate" in its entirety with the following: 



	"(a)
	with
respect to Term B2 Loans, a percentage per annum equal to (i) for Eurodollar Rate Loans, the Eurodollar Rate then in effect for such Term B2 Loans
plus 2.00% and (ii) for Base Rate Loans, the Base Rate then in effect for such Term B2 Loans plus 1.00%" 




        (ii)    By
renumbering clause (vi) of the definition of "Consolidated EBITDA" as clause (vii) and by
inserting a new clause (vi) as follows: 



	"(vi)
	any
tender or optional redemption premium, transaction fees and expenses associated with the prepayment, repurchase and redemption of the Seven Year Notes and" 




        (iii)    By
amending and restating subclause (a) in the definition of "Appropriate Lender" to read in full
as follows: 



	"(a)
	with
respect to the Term B2 Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility at such time," 




        (iv)    By
deleting clause (b) of the definition of "Availability Period" and substituting the following therefor: 



	"(b)
	in
the case of the Term B2 Facility, the earliest of (i) the Term B2 Facility Effective Date, (ii) the date of termination of the Term B2 Commitments
pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Term B2 Lender to make Term B2 Loans pursuant to
Section 8.02." 




        (v)    By
deleting the definition of "Commitment" in its entirety and inserting the following definition in its place: 


        ""Commitment" means a Term B2 Commitment, an Additional Term B2 Commitment or a Revolving Credit Commitment, as the context may
require." 


        (vi)    By
amending the definition of "Facility" to delete the reference to "Term B1 Facility" and substitute
"Term B2 Facility" therefor; 


        (vii)    By
amending the definition of "Maturity Date" to delete the references to "Term B1" and substitute
"Term B2" therefor; 


        (viii)    By
amending and restating the definition of "Term Borrowing" to read in full as follows: 


        ""Term Borrowing" means a Term B2 Borrowing." 


        (ix)    By
deleting the definition of "Term B1 Commitment" in its entirety and inserting the following definition in
its place: 


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""Term B2 Commitment" means, as to each Term B2 Lender at any time, its obligations to make Term B2 Loans to the Borrower pursuant to
Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on
Schedule 2.01 hereto under the caption "Total Term B2 Commitment" or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement." 




        (x)    By
amending and restating the definition of "Term Facility" to read in full as follows: 



""Term Facility" means the aggregate Term B2 Loans of all Term B2 Lenders." 




        (xi)    By
amending and restating the definition of "Term Lender" to read in full as follows: 



""Term Lender" means any Term B2 Lender." 




        (xii)    By
amending and restating the definition of "Term Loan" to read in full as follows: 



""Term Loan" means an advance made by any Term B2 Lender under the Term B2 Facility." 




        (xiii)    By
deleting the definition of "Term B1 Note" in its entirety and inserting the following definition in
its place: 



""Term B2 Note" means a promissory note of the Borrower payable to the order of any Term B2 Lender, in substantially the form of
Exhibit C-1 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from the Term B2 Loans made or deemed made by such Lender, as amended." 




        (ix)    By
deleting each of the following defined terms in their entirety: "Additional Term B1 Commitment",
"Additional Term B1 Lenders", "Additional Term B1 Loan", "Second
Amendment Effective Date" and "Term B1 Facility Effective Date". 


        (c)    Article II
of the Credit Agreement is hereby amended by amending and restating
Sections 2.01(a)(i) through (vi) in their entirety to read in full as follows: 



	"(i)
	The
Term B1 Borrowing.    Subject to the terms and conditions set forth herein, each Term B1 Lender severally
agrees to make a single loan in an amount equal to its Pro Rata Share of the Term B1 Facility to the Borrower on any Business Day during the Availability Period. The Term B1
Borrowing shall consist of Term B1 Loans made simultaneously by the Term B1 Lenders in accordance with their respective Pro Rata Share of the Term B1 Facility. Amounts
borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B1 Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.



	(ii)
	Exchange.    Subject
to the terms and conditions hereof, each Term B1 Lender with a Term B2 Commitment severally
agrees to exchange its Term B1 Loans for a like principal amount in US Dollars of Term B2 Loans on the Term B2 Facility Effective Date, and from and after the
Term B2 Facility Effective Date such Term B1 Loan shall be deemed refinanced in full and such Term B2 Loans shall be deemed made hereunder. 



4







 



	(iii)
	The
Additional Term B2 Loans.    Subject to the terms and conditions hereof, each Additional Term B2 Lender severally
agrees to make Additional Term B2 Loans in US Dollars to the Borrower on the Term B2 Facility Effective Date in a principal amount not to exceed its Additional Term B2
Commitment on the Term B2 Facility Effective Date. The Borrower shall refinance all Term B1 Loans of Term B1 Lenders that do not execute and deliver the Third Amendment on the
Term B2 Facility Effective Date with the gross proceeds of the Additional Term B2 Loans.



	(iv)
	Application
of Proceeds of Term B2 Loans.    The Borrower hereby irrevocably authorizes and directs the Administrative Agent to
apply the proceeds of the Additional Term B2 Loans made on the Term B2 Facility Effective Date to refinance and replace the Term B1 Loans of Term B1 Lenders that do not
execute and deliver the Third Amendment on the Term B2 Facility Effective Date.



	(v)
	Interest.    On
the Term B2 Facility Effective Date the Borrower shall pay all accrued and unpaid interest on the
Term B1 Loans to the Term B1 Lenders; provided, however, it is understood that the existing Interest Periods of the Term B1
Loans prior to the Term B2 Facility Effective Date shall continue on and after the Term B2 Facility Effective Date and shall accrue interest at the Applicable Margin in effect on and after the
Term B2 Facility Effective Date.



	(vi)
	Modification
of References.    Upon the Term B2 Facility Effective Date, the Term B2 Loans shall have the same
terms, rights and obligations as the Term B1 Loans as set forth in the Loan Documents, except as modified by the Third Amendment, and all references to "Term B1 Loans", "Term B1
Commitment", "Term B1 Facility", "Term B1 Note", "Term B1 Lenders" and "Term B1 Borrowings" in the Loan Documents shall be deemed to be references to "Term B2 Loans", "Term
B2 Commitment", "Term B2 Facility", "Term B2 Note", "Term B2 Lenders" and "Term B2 Borrowings", respectively." 




        (d)    Article II
of the Credit Agreement is hereby further amended by adding at the end of Section 2.05(b) thereof a new
clause (xi) to read as follows: 



	"(xi)
	Anything
contained in this Section 2.05(b) to the contrary notwithstanding, any prepayment of Term B2 Loans pursuant to this Section 2.05(b)
effected on or before the date one year after the date of the Third Amendment hereto with the proceeds of a substantially concurrent incurrence of indebtedness (other than any such indebtedness that
is issued in connection with a Change of Control of the Borrower), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment if, immediately prior to
such prepayment, the interest rate per annum relating to the Term B2 Loans exceeds the interest rate per annum relating to such new indebtedness." 




        (e)    Article II
of the Credit Agreement is hereby further amended by amending and restating
Section 2.07(a) to read in full as follows: 



	"(a)
	Term B2
Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B2 Lenders the
aggregate principal amount of all Term B2 Loans outstanding on the last Business Day of each fiscal quarter set forth below in an amount equal to the amount and percentage of the aggregate
outstanding principal amount of the Term B2 Loans as of the Term B2 Facility Effective Date set forth opposite such dates (which amounts shall be reduced as a result of the application
of prepayments in accordance with the order of priority set forth in Section 2.05): 



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	Date
 
	 	Percentage
	 	Amount

	Fiscal quarter ending January 1, 2005	 	0.250%	 	$676,537
	Fiscal quarter ending March 26, 2005	 	0.250%	 	$676,537
	Fiscal quarter ending June 18, 2005	 	0.250%	 	$676,537
	Fiscal quarter ending October 8, 2005	 	0.250%	 	$676,537
	Fiscal quarter ending December 31, 2005	 	0.250%	 	$676,537
	Fiscal quarter ending March 25, 2006	 	0.250%	 	$676,537
	Fiscal quarter ending June 17, 2006	 	0.250%	 	$676,537
	Fiscal quarter ending October 7, 2006	 	0.250%	 	$676,537
	Fiscal quarter ending December 30, 2006	 	0.250%	 	$676,537
	Fiscal quarter ending March 24, 2007	 	0.250%	 	$676,537
	Fiscal quarter ending June 16, 2007	 	0.250%	 	$676,537
	Fiscal quarter ending October 6, 2007	 	0.250%	 	$676,537
	Fiscal quarter ending December 29, 2007	 	0.250%	 	$676,537
	Fiscal quarter ending March 22, 2008	 	0.250%	 	$676,537
	Fiscal quarter ending June 14, 2008	 	0.250%	 	$676,537
	Fiscal quarter ending October 4, 2008	 	0.250%	 	$676,537
	Fiscal quarter ending December 27, 2008	 	0.250%	 	$676,537
	Fiscal quarter ending March 21, 2009	 	0.250%	 	$676,537
	Fiscal quarter ending June 13, 2009	 	0.250%	 	$676,537
	Maturity Date	 	95.25% (or, if different, the percentage representing the then Outstanding Amount of all Term B2 Loans)	 	$257,760,589 (or, if different, the then Outstanding Amount of all Term B2 Loans)





        (f)    Section 6.11
of the Credit Agreement is hereby amended by deleting the last sentence in its entirety and substituting the following
therefor: 



"Proceeds
from the Term B2 Loans shall be used solely to refinance and replace the Term B1 Loans." 




        (g)    Section 7.06(g)
of the Credit Agreement is hereby amended to delete the reference to "Term B1 Facility" and substitute "Term B2 Facility" therefor. 



        (h)    Exhibit C-1
is amended and restated in full in the form of new Exhibit C-1, attached hereto as Exhibit A. 


        SECTION
2.    Amendment to Schedule 2.01. Upon the effectiveness of this Amendment, Schedule 2.01
to the Credit Agreement shall be amended to reflect the allocations of the Lender Parties as of the Term B2 Facility Effective Date (as defined below). 


        SECTION
3.    Conditions of Effectiveness. (a) This Amendment shall become effective as of the date first written above (the
"Third Amendment Effective Date") when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the Consent attached hereto executed by each of the Loan
Parties (other than the Borrower) and Section 1 and Section 2 (except to the extent set forth in
Section 3(b) below) shall become effective as of the date first written above when, and only when, the Borrower shall have paid all reasonable costs and expenses
(including the reasonable fees, charges and disbursements of counsel to the Administrative Agent invoiced to the Borrower in reasonable detail) incurred in connection with the preparation, negotiation
and execution of this Amendment. 


6







 

        (b)    The
portions of this Amendment relating to the refinancing and replacement of the Term B1 Facility with the Term B2 Facility shall become effective as of the date
(the "Term B2 Facility Effective Date") when, and only when, each of the following conditions set forth in this
Section 3(b) shall have been satisfied to the satisfaction of the Administrative Agent: 



	(i)
	Third
Amendment Effective Date.    The Third Amendment Effective Date shall have occurred.



	(ii)
	Execution
of Counterparts.    The Administrative Agent shall have received counterparts of this Amendment, duly executed and
delivered on behalf of each of (a) the Borrower, (b) the Administrative Agent, (c) the Required Lenders, (d) each Term B1 Lender, or in lieu of one or more Term B1
Lenders, one or more Additional Term B2 Lenders providing Additional Term B2 Commitments in an amount sufficient to refinance all of the principal of the Term B1 Loans owed to such
non-consenting Term B1 Lenders, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a
counterpart of this Amendment.



	(iii)
	Payment
of Fees and Expenses.    The Borrower shall have paid all expenses (including the reasonable fees and expenses of
Shearman & Sterling LLP invoiced in reasonable detail) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and other
matters relating to the Credit Agreement from and after the last invoice to the extent invoiced.



	(iv)
	Evidence
of Debt.    Each Term B2 Lender shall have received, if requested, one or more Notes payable to the order of such
Lender duly executed by the Borrower in substantially the form of Exhibit C-1 to the Credit Agreement, as modified by this Amendment, evidencing
the Term B2 Loans.



	(v)
	Interest,
Etc.    Simultaneously with the making of the Term B2 Loans, the Borrower shall have paid to all the
Term B1 Lenders all accrued and unpaid interest on the Term B1 Loans to the Term B2 Facility Effective Date plus additional amounts, if any, owing pursuant to
Section 3.05 of the Credit Agreement.



	(vi)
	Execution
of Consent.    The Administrative Agent shall have received counterparts of a Consent substantially in the form of
Exhibit A to this Amendment, duly executed by each of the entities signatory thereto.



	(vii)
	Legal
Details, Etc.    All documents executed or submitted pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and Shearman & Sterling LLP as counsel. The Administrative Agent and its counsel shall have received all information and such counterpart originals or such certified
or other copies or such materials as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be
satisfactory to the Administrative Agent and its counsel. 



7







 



	(viii)
	No
Default.    No Default shall have occurred and be continuing, or would occur as a result of the transactions contemplated by
this Agreement. 




        SECTION
4.    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: 



	(a)
	The
execution, delivery and performance by each Loan Party of this Amendment and each Loan Document as amended by the Amendment, are within such Loan Party's corporate or other
powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which
such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries other than as contemplated hereby or (ii) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.



	(b)
	This
Amendment and the consent attached hereto, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Amendment and the
consent attached hereto, when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with
its terms. 




        SECTION
5.    Conditions Subsequent Relating to the Mortgaged Properties. Within the time periods specified in the Second Amendment, in addition to
the documents required to be furnished and the actions required to be taken pursuant to Section 5 of the Second Amendment, furnish to the Administrative Agent each Mortgage Amendment and
New Mortgage (each as defined in the Second Amendment) and the legal opinion specified in Section 5 of the Second Amendment with appropriate revisions made thereto to incorporate
references to the Third Amendment and to make any other modifications thereto as deemed necessary or desirable by the Administrative Agent as a result of the Third Amendment. 



        SECTION
6.    Reference to and Effect on the Credit Agreement, the Notes and the Loan Documents. (a) On and after each of the Third
Amendment Effective Date and the Term B2 Facility Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 



	(b)
	The
Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the
payment of all Obligations (except to the extent limited by the terms of the Collateral Documents) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. 



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	(c)
	The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 




        SECTION
7.    Costs, Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Administrative Agent invoiced to the Borrower in reasonable detail) in accordance with the terms of Section 10.04 of
the Credit Agreement. 


        SECTION
8.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 


        SECTION
9.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 


9








        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. 



	 	 	ALDERWOODS GROUP, INC.
	
 	
 	

By:	

/s/  KENNETH SLOAN      
	 	 	 	
 Name: Kenneth Sloan

Title: Executive Vice President and Chief Financial Officer













	 	 	BANK OF AMERICA, N.A. as Administrative Agent
	
 	
 	

By:	

/s/  DON B. PINZON      
	 	 	 	
 Name: Don B. Pinzon

Title: Vice President
	
 	
 	

[Signatures for the following lenders a party hereto omitted:

ACCESS INSTITUTIONAL LOAN FUND

ACM FUND INC.

ADDISON CDO, LIMITED

ALLIANCE GLOBAL STRATEGIC INCOME TRUST

AMERICAN EXPRESS CERTIFICATE COMPANY

ANTARES CAPITAL CORPORATION

ANTARES FUNDING LP CO LTD

ARCHIMEDES FUNDING III, LTD

ARCHIMEDES FUNDING IV (CAYMAN) LTD

ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD

ARES IX CLO LTD

ARES VII CLO LTD

ARES VIII CLO LTD

ATRIUM III

AVERY POINT CLO, LIMITED

BABSON CLO LTD. 2004-I

BABSON CLO LTD. 2004-II

BABSON CLO LTD. 2003-I

BANK OF AMERICA, N.A.

BIG SKY III SENIOR LOAN TRUST

BIG SKY SENIOR LOAN FUND, LTD

BILL & MELINDA GATES FOUNDATION

BIRCHWOOD FUNDING LLC

BLACKROCK GLOBAL FLOATING RATE INCOME TRUST

BLACKROCK LIMITED DURATION INCOME TRUST

BLACKROCK SENIOR INCOME SERIES

BLACKROCK SENIOR LOAN TRUST

BOSTON HARBOR CLO 2004-1, LTD

BRYN MAWR CLO, LTD

BUSHNELL CBNA LOAN FUNDING LLC

C-SQUARED CDO LTD

CARLYLE HIGH YIELD PARNTERS II, LTD

CARLYLE HIGH YIELD PARTNERS III, LTD

CARLYLE HIGH YIELD PARTNERS IV, LTD

CARLYLE HIGH YIELD PARTNERS, L.P.

CARLYLE HIGH YIELD PARTNERS VI, LTD

CARLYLE LOAN INVESTMENT, LTD

CARLYLE LOAN OPPORTUNITY FUND

CASTLE HILL III CLO, LTD

CELERITY CLO LIMITED

CENTURION CDO II, LTD













	 	 	CENTURION CDO VI, LTD

CENTURION CDO VII, LTD

CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.

CLYDESDALE CLO 2001-1, LTD

CLYDESDALE CLO 2003 LTD

CLYDESDALE CLO 2004, LTD

COOKSMILL

COSTANTINUS EATON VANCE CDO V, LTD

CSAM FUNDING III

CSAM SLF

DENALI CAPITAL CLO III, LTD

DENALI CAPITAL CLO IV, LTD

EAGLE MASTER FUND LTD

EATON VANCE CDO III, LTD

EATON VANCE CDO VI LTD

EATON VANCE FLOATING-RATE INCOME TRUST

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

EATON VANCE LIMITED DURATION INCOME FUND

EATON VANCE SENIOR FLOATING-RATE TRUST

EATON VANCE SENIOR INCOME TRUST

EATON VANCE VT FLOATING-RATE INCOME FUND

ECL FUNDING LLC

ELT LTD

ENDURANCE CLO, LTD

FIRST 2004-I CLO, LTD

FIRST 2004-II CLO, LTD

FLAGSHIP CAPITAL CLO 2001-1

FLAGSHIP CAPITAL CLO II

FLAGSHIP CAPITAL CLO III

FOREST CREEK CLO, LTD

FOXE BASIN CLO 2003, LTD

FRANKLIN CLO I, LIMITED

FRANKLIN CLO II, LIMITED

FRANKLIN FLOATING RATE DAILY ACCESS FUND

FRANKLIN FLOATING RATE MASTER SERIES

FRANKLIN FLOATING RATE TRUST

FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST

GALAXY CLO 1999-1, LTD

GALAXY CLO 2003-1, LTD

GOLDENTREE LOAN OPPORTUNITIES I, LIMITED

GOLDENTREE LOAN OPPORTUNITIES II, LIMITED

GRAYSON & CO

GSC PARTNERS GEMINI FUND LIMITED













	 	 	HAMILTON CDO, LTD

HANOVER SQUARE CLO LTD

IDS LIFE INSURANCE COMPANY

ING-ORYX CLO, LTD

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

JISSEKIKUN FUNDING, LTD

JUPITER LOAN FUNDING LLC

KATONAH III, LTD

KATONAH IV, LTD

KATONAH V, LTD

KATONAH VI, LTD

KZH CRESCENT-3 LLC

KZH CYPRESS TREE-1 LLC

KZH SOLEIL LLC

KZH SOLEIL-2 LLC

KZH STERLING LLC

LANDMARK III CDO

LOAN FUNDING I LLC

LOAN FUNDING III LLC

LOAN FUNDING VIII LLC

LONG GROVE CLO, LIMITED

THE LOOMIS SAYLES SENIOR LOAN FUND, LLC

MAGNETITE ASSET INVESTORS III LLC

MAGNETITE IV CLO, LIMITED

MAGNETITE V CLO, LIMITED

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

MONUMENT CAPITAL LTD

MONUMENT PARK CDO LTD

MORGAN STANLEY PRIME INCOME TRUST

MORGAN STANLEY SENIOR FUNDING, INC

MOUNTAIN CAPITAL CLO III LTD

MUIRFIELD TRADING LLC

NAVIGATOR CDO 2003, LTD

NAVIGATOR CDO 2004, LTD

NEMEAN CLO LTD

NEW ALLIANCE GLOBAL CDO, LIMITED

NOMURA BOND & LOAN FUND

NORTHWOODS CAPITAL II, LIMITED

NORTHWOODS CAPITAL III, LIMITED

NORTHWOODS CAPITAL IV, LIMITED













	 	 	NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND

NYLIM HIGH YIELD CDO 2001, LTD

PIMCO FLOATING RATE INCOME FUND

PIMCO HIGH YIELD FUND

PPM SHADOW CREEK FUNDING LLC

PPM MONARCH BAY FUNDING LLC

PPM SPYGLASS FUNDING TRUST

THE PROVIDENT BANK

PUTNAM FLOATING RATE INCOME FUND

RACE POINT CLO, LIMITED

RACE POINT II CLO, LIMITED

RIVIERA FUNDING LLC

ROSEMONT CLO, LTD

SANKATY HIGH YIELD PARTNERS II, L.P.

SEABOARD CLO 2000 LTD.

SENIOR DEBT PORTFOLIO

SENIOR LOAN FUND

SEQUILS — CUMBERLAND I, LTD

SEQUILS-CENTURION V, LTD.

SEQUILS-ING I (HBDGM), LTD

SEQUILS-MAGNUM, LTD

SIMSBURY CLO, LIMITED

SKY CBNA LOAN FUNDING LLC

SOUTHPORT CLO, LIMITED

SRF 2000, INC

STANFIELD MODENA CLO, LTD

SUFFIELD CLO, LIMITED

SUN LIFE ASSURANCE CO OF CANADA (US)

SUNAMERICA SENIOR FLOATING RATE FUND INC.

TCW SELECT LOAN FUND, LIMITED

TOLLI & CO

TRS CALLISTO LLC

TRUMBULL THC2 LOAN FUNDING LLC

TRYON CLO LTD. 2000-I

UNION SQUARE CDO LTD

VAN KAMPEN SENIOR INCOME TRUST

VAN KAMPEN SENIOR LOAN FUND

VELOCITY CLO, LTD

VENTURE IV CDO, LIMITED

WAVELAND-INGOTS, LTD

WESTERN ASSET FLOATING RATE HIGH INCOME FUND

WINGED FOOT FUNDING TRUST

WRIGLEY CDO, LTD]













 
 

CONSENT    
    



Dated
as of December 3, 2004 


        Each
of the undersigned, hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document
to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each
reference in the Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment, and
(b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein) except to the extent limited by the terms of the Collateral Documents. 





 



	 	 	Each of the Loan Parties listed on Annex A hereto
	
 	
 	

By:	

/s/  JEFF LOWE      
	 	 	 	
 Name: Jeff Lowe

Title: Authorized Signatory













	 	 	ALDERWOODS (TEXAS), L.P.

By: Alderwoods (Partner), Inc., its general partner
	
 	
 	

By:	

/s/  JEFF LOWE      
	 	 	 	
 Name: Jeff Lowe

Title: Authorized Signatory













	 	 	DIRECTORS (TEXAS), L.P.

By: DSP General Partner, Inc., its general partner
	
 	
 	

By:	

/s/  JEFF LOWE      
	 	 	 	
 Name: Jeff Lowe

Title: Authorized Signatory












  



 
 

ANNEX A    



ALABAMA

Advanced Planning (Alabama), Inc. 


ALASKA

Alderwoods (Alaska), Inc. 


ARIZONA

Alderwoods (Arizona), Inc.

Phoenix Memorial Park Association 


ARKANSAS

Alderwoods (Arkansas), Inc. 


CALIFORNIA

Advance Funeral Insurance Services

Alderwoods (Texas), Inc.

Alderwoods Group (California), Inc.

Directors Succession Planning II, Inc.

Directors Succession Planning, Inc.

DSP General Partner II, Inc.

Earthman LP, Inc.

Universal Memorial Centers V, Inc.

Universal Memorial Centers VI, Inc.

Whitehurst-Lakewood Memorial Park and Funeral Service

A.L. Cemetery

Colton Funeral Chapel, Inc.

Custer Christiansen Covina Mortuary, Inc.

Dimond Service Corporation

Glasband-Malinow-Weinstein Mortuary, Inc.

Glasband-Willen Mortuaries

Grove Colonial Mortuary, Inc.

Harbor Lawn Memorial Park, Inc.

Home of Peace Memorial Park and Mausoleum, Inc.

Neel Funeral Directors, Inc.

RH Mortuary Corporation

Richardson-Peterson Mortuary, Inc.

San Fernando Mortuary, Inc.

White Funeral Home, Inc.

Workman Mill Investment Company 


COLORADO

Alderwoods (Colorado), Inc. 


CONNECTICUT

Alderwoods (Connecticut), Inc. 


A-1







 

DELAWARE

Administration Services, Inc.

Alderwoods (Alabama), Inc.

Alderwoods (Commissioner), Inc.

Alderwoods (Delaware), Inc.

Alderwoods (Mississippi), Inc.

American Burial and Cremation Centers, Inc.

DSP General Partner, Inc.

H.P. Brandt Funeral Home, Inc.

Lienkaemper Chapels, Inc.

Osiris Holding Corporation

RH Cemetery Corp.

RH Satellite Properties Corp.

Rose Hills Company

Rose Hills Holdings Corp. 


FLORIDA

Coral Ridge Funeral Home and Cemetery, Inc.

Funeral Services Acquisition Group, Inc.

Garden Sanctuary Acquisition, Inc.

Kadek Enterprises of Florida, Inc.

Levitt Weinstein Memorial Chapels, Inc.

MHI Group, Inc.

Naples Memorial Gardens, Inc.

Osiris Holding of Florida, Inc.

Security Trust Plans, Inc. 


GEORGIA

Advanced Planning of Georgia, Inc.

Alderwoods (Georgia), Inc.

Alderwoods (Georgia) Holdings, Inc.

Green Lawn Cemetery Corporation

Poteet Holdings, Inc.

Southeastern Funeral Homes, Inc. 



IDAHO

Alderwoods (Idaho), Inc. 


ILLINOIS

Alderwoods (Chicago Central), Inc.

Alderwoods (Chicago North), Inc.

Alderwoods (Chicago South), Inc.

Alderwoods (Illinois), Inc.

Chapel Hill Memorial Gardens & Funeral Home Ltd.

Chicago Cemetery Corporation

Elmwood Acquisition Corporation

Mount Auburn Memorial Park, Inc.

Pineview Memorial Park, Inc.

Ridgewood Cemetery Company, Inc.

Ruzich Funeral Home, Inc.

The Oak Woods Cemetery Association

Woodlawn Cemetery of Chicago, Inc.

Woodlawn Memorial Park, Inc. 


A-2







 

INDIANA

Advance Planning of America, Inc.

Alderwoods (Indiana), Inc.

Ruzich Funeral Home, Inc. 


IOWA

Alderwoods (Iowa), Inc. 



KANSAS

Alderwoods (Kansas), Inc. 


KENTUCKY

Alderwoods (Partner), Inc. 


LOUISIANA

Alderwoods (Louisiana), Inc. 


MARYLAND

Alderwoods (Maryland), Inc. 


MASSACHUSETTS

Alderwoods (Massachusetts), Inc.

Doba Haby Insurance Agency, Inc. 



MICHIGAN

Alderwoods (Michigan), Inc.

AMG, Inc.

WMP, Inc. 


MINNESOTA

Alderwoods (Minnesota), Inc. 


MISSISSIPPI

Family Care, Inc.

Stephens Funeral Fund, Inc. 


MISSOURI

Alderwoods (Missouri), Inc. 


MONTANA

Alderwoods (Montana), Inc. 



NEVADA

Alderwoods (Nevada), Inc. 


NEW HAMPSHIRE

Robert Douglas Goundrey Funeral Home, Inc.

St. Laurent Funeral Home, Inc.

ZS Acquisition, Inc. 


A-3







 

NEW MEXICO

Alderwoods (New Mexico), Inc. 


NEW YORK

Alderwoods (New York), Inc.

Northeast Monument Company, Inc. 


NORTH CAROLINA

Alderwoods (North Carolina), Inc.

Carothers Holding Company, Inc.

Lineberry Group Inc.

MFH, L.L.C.

Reeves, Inc.

Westminster Gardens, Inc. 


OHIO

Alderwoods (Ohio) Cemetery Management, Inc.

Alderwoods (Ohio) Funeral Home, Inc. 



OKLAHOMA

Alderwoods (Oklahoma), Inc. 


OREGON

Alderwoods (Oregon), Inc.

The Portland Memorial, Inc.

Universal Memorial Centers I, Inc.

Universal Memorial Centers II, Inc.

Universal Memorial Centers III, Inc. 


PENNSYLVANIA

Alderwoods (Pennsylvania), Inc.

Bright Undertaking Company

H.

Samson, Inc.

Knee Funeral Home of Wilkinsburg, Inc.

Nineteen Thirty-Five Holdings, Inc.

Oak Woods Management Company 


RHODE ISLAND

Alderwoods (Rhode Island), Inc. 


SOUTH CAROLINA

Alderwoods (South Carolina), Inc.

Graceland Cemetery Development Co. 


TENNESSEE

Alderwoods (Tennessee), Inc.

Eagle Financial Associates, Inc. 


A-4







 

TEXAS

Alderwoods (Texas) Cemetery, Inc.

CHMP Holdings, Inc.

Del Rio Memorial Park, Inc.

DHFH Holdings, Inc.

DHNC Holdings, Inc.

Directors Cemetery (Texas), Inc.

DSP General Partner, Inc.

Earthman Cemetery Holdings, Inc.

Earthman Holdings, Inc.

EDSB Holdings, Inc.

HFCC Holdings, Inc.

HFJC Holdings, Inc.

HFSC Holdings, Inc.

Panola County Restland Memorial Park, Inc.

Pioneer Funeral Plans, Inc.

Travis Land Company

Tyler Memorial Funeral Home and Chapel, Inc.

Waco Memorial Park, Inc. 


VIRGINIA

Alderwoods (Virginia), Inc. 


WASHINGTON

Alderwoods (Washington), Inc. Evergreen Funeral Home and Cemetery, Inc.

Green Service Corporation

S&H Properties and Enterprises, Inc.

Vancouver Funeral Chapel, Inc. 


WEST VIRGINIA

Alderwoods (West Virginia), Inc. 


WISCONSIN

Alderwoods (Wisconsin), Inc.

Northern Land Company, Inc. 


A-5









 
 

EXHIBIT A    
    


EXHIBIT C-1


FORM
OF TERM B2 NOTE 



	$                         	 	 	 	                          , 2004





        FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
                         or registered assigns (the "Lender"), in
accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of the Term B2 Loan set forth above from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 17, 2003 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 


        The
Borrower promises to pay interest on the unpaid principal amount of the Term B2 Loan from the date of such Loan until such principal amount is paid in full, at such interest rates
and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds
at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 



        This
Term B2 Note is one of the Term B2 Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Term B2 Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of
the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term B2 Note shall become, or may be declared to be, immediately due and payable all as provided in the
Agreement. The Term B2 Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach
schedules to this Term B2 Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 



        The
Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this
Term B2 Note. 


        THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 



	 	 	ALDERWOODS GROUP, INC.
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Name:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	












 
 

LOANS AND PAYMENTS WITH RESPECT THERETO    
    



	Date
 
	 	Type of

Loan Made
 
	 	Amount of Loan Made
 
	 	End of

Interest

Period
 
	 	Amount of

Principal or

Interest Paid

This Date
 
	 	Outstanding

Principal

Balance This

Date
 
	 	Notation

Made By
 

	

	
 	

	
 	

	
 	

	
 	

	
 	

	
 	


	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	
	 	
	 	














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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT



CONSENT


ANNEX A


EXHIBIT A


LOANS AND PAYMENTS WITH RESPECT THERETO