Exhibit 4.1


 


COMMITMENT INCREASE AGREEMENT


 


This
Commitment Increase Agreement (this “Agreement”) dated as of May 13,
2004, is entered into among Carriage Services, Inc., a Delaware corporation
(the “Borrower”), Bank of America, N.A., in its capacity as a Lender (“Bank
of America”), Wells Fargo Bank, National Association (formerly Wells Fargo
Bank Texas, National Association), in its capacity as a Lender (“Wells Fargo”),
and Bank of America, N.A., in its capacity as Administrative Agent (the “Administrative
Agent”).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement (as defined below).


 


PRELIMINARY
STATEMENTS


 


Reference is
made to that certain Credit Agreement dated as August 4, 2003, by and among the
Borrower, the Administrative Agent, Wells Fargo, as Syndication Agent, and the
Lenders that are parties thereto (as amended, modified, supplemented or
restated, the “Credit Agreement”).


 


Pursuant to
Section 2.14 of the Credit Agreement, the Borrower has requested an increase in
the Aggregate Revolving Commitments from $40,000,000 to $45,000,000.  Such increase in the Aggregate Revolving
Commitments is to become effective on May 13, 2004 (the “Increase Effective
Date”).  In connection with such
requested increase in the Aggregate Revolving Commitments, the Borrower, the
Administrative Agent, Bank of America and Wells Fargo hereby agree as follows:


 


1.             COMMITMENT
INCREASE.  Effective as of the
Increase Effective Date and provided that the Borrower has paid each of Bank of
America and Wells Fargo a fee of $15,625.00 in immediately available funds,
each of Bank of America and Wells Fargo agree to increase the amount of their
respective Revolving Commitment to $22,500,000.  Each party waives any notice requirement in Section 2.14
of the Credit Agreement with respect to such increase.


 


2.             SCHEDULE
2.01.  Effective as of the Increase
Effective Date, Schedule 2.01 to the Credit Agreement shall be amended
to be in the form of Schedule 2.01 to this Agreement.


 


3.             RATIFICATION.  The Credit Agreement, as modified by this
Agreement, is hereby ratified and confirmed in all respects.  Any reference to the Credit Agreement in any
Loan Document shall be deemed to refer to the Credit Agreement, as modified by
this Agreement.


 


4.             MISCELLANEOUS.  This Agreement 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
each party hereto shall retain all rights under federal law.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


REMAINDER OF
PAGE LEFT INTENTIONALLY BLANK


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CARRIAGE SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Saporito

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph Saporito

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suzanne M. Paul

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Suzanne M. Paul

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary L. Mingle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary L. Mingle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren R. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Warren R. Ross

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


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SCHEDULE 2.01


 


REVOLVING COMMITMENTS


AND REVOLVING PRO RATA SHARES


 


	
  Lender

  	
   

  	
  Revolving

  Commitment

  	
   

  	
  Revolving
  Pro Rata

  Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
  50.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, National Association

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
  50.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  100.0

  	
  %

  



 


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