exv4w14






Exhibit 4.14




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of
December 1, 2007, 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 (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 Third 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 hereafter 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 “Covered Capital Stock” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:




     “Covered Capital Stock” means all of the issued and outstanding Capital Stock
of a Subsidiary (other than the Trust Subsidiary) held by the Borrower or another
Subsidiary, excluding Capital Stock described in clauses (a) through (d) of Section
7.12.



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




     Notwithstanding the foregoing, each of CSI Funeral Services of Massachusetts, Inc., a
Massachusetts corporation, Forastiere Family Funeral Service, Inc., a Massachusetts
corporation, and Cataudella Funeral Home, Inc., a Massachusetts corporation, shall be
deemed to be a Subsidiary.



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     (c) Section 7.12 of the Credit Agreement is hereby amended to read as follows:




     7.12 Maintenance of Ownership of Subsidiaries. Except as permitted by Sections
7.04 and 7.06(a)(iii)(C), the Borrower will not, and will not permit any of its
Subsidiaries to, sell or otherwise dispose of any shares of Capital Stock of any of its
Subsidiaries or permit any of its Subsidiaries to issue, sell or otherwise dispose of any
shares of its Capital Stock, or the Capital Stock of any of its Subsidiaries, except (a) up
to 20% of the outstanding Capital Stock of any of the Borrower’s Subsidiaries may be issued
to and held by the employees or consultants of the Borrower or any such Subsidiary (where
the voting rights in respect of such Capital Stock have been irrevocably conveyed to the
Borrower or a Guarantor), (b) the Trust Subsidiary may issue the Trust Preferred Stock, (c)
in connection with Carriage Business Development Program not more than ten Subsidiaries may
issue preferred securities to not more than 20 individuals in the aggregate, and (d) where
required by Applicable Law of the Commonwealth of Massachusetts regarding the advertising
of registered licensed funeral directors and ownership of funeral establishments, shares of
Capital Stock of any of the Borrower’s Subsidiaries may be issued to and held by the
employees of the Borrower or any such Subsidiary in excess of the limitation set out in
(a), as may be necessary from time to time, provided the voting rights in respect of such
Capital Stock has been irrevocably conveyed to the Borrower or a Guarantor.



     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 after giving effect to this Third 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;



     (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 Third
Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and
(iii) this Third Amendment constitutes the legal, valid and binding obligations of the Borrower,
enforceable 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 Third 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



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     (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 for (i) the execution,
delivery or performance by the Borrower of this Third Amendment or (ii) the acknowledgement by
each Guarantor of this Third Amendment.



     3. CONDITIONS OF EFFECTIVENESS. This Third Amendment shall be effective
on and as of December 1, 2007, subject to the following:



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



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



     (c) the Administrative Agent shall have received counterparts of this Third 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 Third 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 Third 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 Third 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 Third Amendment.



     (b) Except as expressly set forth herein, this Third 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 costs and expenses
of the Administrative Agent in connection with the preparation, reproduction, execution and
delivery of this Third Amendment and the other instruments and documents to be delivered
hereunder.



     7. EXECUTION IN COUNTERPARTS. This Third 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 Third



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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 Third 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 Third Amendment shall be binding
upon the Borrower and each Lender and their respective successors and assigns.



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



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



	 	 	 	 	 
	 	CARRIAGE SERVICES, INC.

 	 
	 	By:  	/s/ Terry E. Sanford
 	 
	 	 	Terry E. Sanford 	 
	 	 	Senior Vice President 	 



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	 	BANK OF AMERICA, N.A., as 

Administrative Agent

 	 
	 	By:  	/s/ Suzanne M. Paul
 	 
	 	 	Name:  	Suzanne M. Paul 	 
	 	 	Title:  	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 III, INC. 

ARIA  CREMATION SERVICES, LLC 

CLOVERDALE PARK, INC. 

CATAUDELLA FUNERAL HOME, INC.

 	 
	 	By:  	/s/ Joseph Saporito
 	 
	 	 	Joseph Saporito 	 
	 	 	Executive Vice president and Chief Financial Officer 	 
	 




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