exv4w15






Exhibit 4.15




FOURTH AMENDMENT TO CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of
November 14, 2008, is 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, and as amended by that certain Third
Amendment to Credit Agreement, dated as of December 1, 2007 (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 amend the Credit Agreement, as
more fully set forth herein.



     C. The Lenders parties to this Fourth Amendment (which Lenders constitute the
Required Lenders as required under the Credit Agreement) are willing to agree to such
amendment, 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. AMENDMENTS.



     (a) The definition of “Applicable Rate” set forth in Section 1.01 of the
Credit Agreement is hereby amended by adding the following paragraph at the end thereof:




     Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Rate for any period shall be subject to the provisions of
Section 2.10(b).



     (b) The definition of “Base Rate” set forth in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:




     “Base Rate” means for any day a fluctuating rate per annum equal to the
highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of
America as its



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“prime rate” and (c) the rate of interest in effect for such day, under this Agreement, for
a Borrowing of Eurodollar Rate Loans with an Interest Period of one month (or if such day
is not a Business Day, the immediately preceding Business Day) plus 1%. The “prime rate” is
a rate set by Bank of America based upon various factors including Bank of America’s costs
and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in the Base Rate due to a change in the Federal Funds Rate, the
prime rate or the rate for such Eurodollar Rate Loans shall be effective from and including
the effective date of such change in the Federal Funds Rate, the prime rate or the rate for
such Eurodollar Rate Loans.



     (c) The definition of “Eurodollar Rate Loan” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Eurodollar Rate Loan” means a Loan that bears interest based on the
Eurodollar Rate, except that a Base Rate Loan shall not be a Eurodollar Rate Loan as a
result of the interest with respect thereto being determined by reference to the Eurodollar
Rate.



     (d) The definition of “Interest Expense” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:




     “Interest Expense” means, with respect to the Borrower and its Subsidiaries
and for any period of determination, the interest expense of the Borrower and its
Subsidiaries for such period, whether paid or accrued (including that attributable to
obligations which have been or should be, in accordance with GAAP, recorded as Capital
Leases), including, without limitation, all commissions, discounts and other fees and
charges owed with respect to debt for borrowed money, letters of credit and bankers’
acceptance financing and net costs under any Swap Contracts, all as determined in
accordance with GAAP.



     (e) Section 1.01 of the Credit Agreement is hereby amended by adding the defined
term “Impacted Lender” thereto to read as follows:




     “Impacted Lender” means (a) a Defaulting Lender or (b) a Lender as to which
(i) the L/C Issuer has a good faith belief that such Lender has defaulted in fulfilling its
obligations under one or more syndicated credit facilities or (ii) an entity that Controls
such Lender has been deemed insolvent or become subject to any Debtor Relief Laws.



     (f) Section 2.03(a)(iii)(F) of the Credit Agreement is hereby amended to read as
follows:




     (F) a default of any Lender’s obligation to fund under Section 2.03(c) exists
or any Lender is at such time an Impacted Lender hereunder, and thereafter, such default or
basis therefor continues uncured or unwaived by the L/C Issuer, unless the L/C Issuer shall
have entered into arrangements satisfactory to the L/C Issuer with the Borrower or such
Lender to make available funds, guaranty or other security to the L/C Issuer for so long as
such Letter of Credit is outstanding in an amount sufficient to fund timely such Lender’s
Applicable Percentage of any Unreimbursed Amount related to such Letter of



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Credit, which amount is determined on the assumption that the Borrower does not timely
reimburse the L/C Issuer for such Letter of Credit.



     (g) Section 2.03(c) of the Credit Agreement is hereby amended by adding clause
(vii) thereto to read as follows:




     (vii) If the Borrower enters into arrangements with the L/C Issuer pursuant to
Section 2.03(a)(iii)(F), then the L/C Issuer shall timely apply or cause to be
applied any available funds from such arrangement as a timely reimbursement by the Borrower
of a Defaulting Lender’s Applicable Percentage of a Letter of Credit for which the L/C
Issuer has given the Borrower a notice of a drawing.



     (h) Section 2.04(a) of the Credit Agreement is hereby amended to read as
follows:




     (a) The Swing Line. Subject to the terms and conditions set forth herein, the
Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in
this Section 2.04 but in its sole discretion and without any obligation, to make
loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of
Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lender’s Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Commitment, and provided, further, that
the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions
hereof, including the sole discretion of the Swing Line Lender to make Swing Line Loans, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Swing Line Loan.



     (i) Section 2.10 of the Credit Agreement is hereby amended to read as follows:




     2.10 Computation of Interest and Fees.




     (a) All computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed. Subject to Section 10.09, all other
computations of fees and interest shall be made on the basis of a 360-day year and



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actual days elapsed (which results in more fees or interest, as applicable, being paid
than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any Loan that
is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest
error. The Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.08(a).




     (b) If, as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Borrower or the Lenders determine
that (i) the Leverage Ratio as of any applicable date was inaccurate and (ii) a proper
calculation of the Leverage Ratio would have resulted in higher pricing for such period, the
Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent
for the account of the Lenders or the L/C Issuer, as the case may be, promptly on demand by
the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order
for relief with respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C
Issuer), an amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for such
period. This paragraph shall not limit the rights of the Administrative Agent, any Lender,
or the L/C Issuer, as the case may be, under
Sections 2.03(c)(iii), 2.03(i) or
2.08(b) or under Article VIII. The Borrower’s obligations under this
paragraph shall survive termination of the Commitments and the repayment of all other
Obligations hereunder.



     (j) Section 2.13 of the Credit Agreement is hereby amended by amending clause
(ii) thereof after the proviso to read as follows:




     (ii) the provisions of this Section shall not be construed to apply to (w) any payment
made by the Borrower pursuant to and in accordance with the express terms of this Agreement,
(x) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Revolving Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply) or (y) any payment obtained
by the L/C Issuer or Swing Line Lender in connection with cash collateral or other
arrangements made in respect of an Impacted Lender.



     (k) Section 4.02(a) of the Credit Agreement is hereby amended by changing the
last reference to “clause (b)” in such Section to “clause (a)”.



     (1) Section 7.06(a)(iii) of the Credit Agreement is hereby amended to read as
follows:



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     (iii) so long as there exists no Default both before and after giving effect to any
such transaction (which shall include calculation of the financial covenants set forth in
Section 7.11 on a pro forma basis as of the fiscal quarter-end immediately
preceding any proposed Restricted Payment), (x) the Borrower may make (A) payments of
Dividends on and redemptions of Existing Preferred Stock, (B) payments of Dividends on
Qualified Preferred Stock, (C) distribution of the Trust Notes to the holders of the Trust
Preferred Stock in connection with the dissolution of the Trust Subsidiary, (D) provided
that the Total Outstandings (excluding L/C Obligations other than Unreimbursed Amounts and
L/C Borrowings) are zero at the time of payment of any Dividend under this subclause (D)
and immediately after giving effect thereto, other payments of Dividends not to exceed
$5,000,000 in aggregate amount during the period from and including November 14, 2008
through the Maturity Date, (y) a Subsidiary may make Restricted Payments under the Carriage
Business Development Program, and (z) the Borrower may pay interest on the Trust Notes to
the Trust Subsidiary and may cause or permit the Trust Subsidiary to declare, make or pay
Dividends in respect of the Trust Preferred Stock; and



     (m) Section 10.13 of the Credit Agreement is hereby amended by (i) deleting the
defined term “Defaulting Lender” in line four thereof and inserting the defined term “Impacted
Lender” in lieu thereof and (ii) adding the following new paragraph to the end thereof:




     The L/C Issuer shall promptly notify the Borrower in the event that the L/C Issuer
makes a determination that any Lender satisfies clause (b) of the definition of Impacted
Lender; provided, however, the failure of the L/C Issuer to deliver such
notice shall not result in any liability to the L/C Issuer and will not relieve the
Borrower with respect to any liability or obligation under this Agreement or any other Loan
Documents.



     2. 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 Fourth 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 Fourth
Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower,



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and (iii) this Fourth 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 Fourth Amendment, nor the
consummation of any transactions contemplated herein, will conflict with (i) the certificate or
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



     (e) 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 Fourth Amendment or (ii) the
acknowledgement by each Guarantor of this Fourth Amendment.



     3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be

effective on and as of November 14, 2008, subject to the following:



     (a) the representations and warranties set forth in Section 2 of this Fourth Amendment shall
be true and correct;



     (b) the Administrative Agent shall have received counterparts of this Fourth 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; and



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



     4. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges,
consents and agrees to the execution, delivery and performance by the Borrower of this Fourth
Amendment, (ii) 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 Fourth
Amendment, or any of the provisions contemplated herein, (iii) ratifies and confirms its
obligations under its Guaranty and (iv) acknowledges and agrees that it has no claim or offsets
against, or defenses or counterclaims to, its Guaranty.



     5. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon and during the effectiveness of this Fourth 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 Fourth Amendment.



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     (b) Except as expressly set forth herein, this Fourth 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 Documents, all of
which are hereby ratified and affirmed in all respects and shall continue in full force and
effect.



     6. 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 Fourth Amendment and the other instruments and documents to be
delivered hereunder.



     7. EXECUTION IN COUNTERPARTS. This Fourth 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 Fourth 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.



     8. GOVERNING LAW; BINDING EFFECT. This Fourth 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 Fourth Amendment shall be binding
upon the Borrower and each Lender and their respective successors and permitted assigns.



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



     10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH 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 Fourth Amendment as of the date
above written.



	 	 	 	 	 
	 	CARRIAGE SERVICES, INC.

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



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	 	BANK OF AMERICA, N.A, as 
Administrative Agent

 	 
	 	By:  	/s/ Rosanne Parsill
 	 
	 	 	Name:  Rosanne Parsill 	 
	 	 	Title : Assistant Vice President 	 



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	 	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 	 



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

 	 
	 	By:  	/s/ Warren R. Ross
 	 
	 	 	Name:  	Warren R. Ross               	 
	 	 	Title:  	Vice President 	 



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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 HI, INC.

ARIA CREMATION SERVICES, LLC

CLOVERDALE PARK, INC.

CATAUDELLA FUNERAL HOME, INC.




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




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