payable on date of issuance of each Letter of Credit, in an amount equal to
(a) the Applicable Fee Percentage, multiplied by(b) the face amount of such
Letter of Credit."
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(III) PARAGRAPH 9 OF SECTION 8 IS DELETED IN ITS ENTIRETY AND THE FOLLOWING IS
SUBSTITUTED IN LIEU THEREOF:
"9. Upon the last Business Day of each month, commencing with the month of
October, 2002, the Companies shall pay to the Agent, for the account of the
Lenders, the Line of Credit Fee, which shall be calculated based on a 360-day
year."
(IV)
PARAGRAPH 11 OF SECTION 8 OF THE FINANCING AGREEMENT IS DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:
"11. Upon the first Business Day of each month, the Companies shall pay to the
Agent, solely for the account of the Agent, a non-refundable Collateral
Management Fee of $1,000.00 a month, which fee shall be fully earned on the
first Business Day of each month."
(G)
ALL REFERENCES IN THE FINANCING AGREEMENT TO "CHASE MANHATTAN BANK" ARE
DELETED AND "JP MORGAN CHASE BANK" SUBSTITUTED IN LIEU THEREOF.
(H)
THE FINANCING AGREEMENT IS AMENDED TO PROVIDE THAT EACH OF (I) ROCK OF AGES
KENTUCKY CEMETERIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY WITH A PRINCIPAL
PLACE OF BUSINESS AT 771 WEST MAIN STREET, LEXINGTON, KENTUCKY 40508, (II)
AUTUMN ROSE QUARRIES, INC., A GEORGIA CORPORATION WITH A PRINCIPAL PLACE OF
BUSINESS IN MILL CREEK, OKLAHOMA 74856 AND (III) SIOUX FALLS MONUMENT CO., A
SOUTH DAKOTA CORPORATION WITH A PRINCIPAL PLACE OF BUSINESS AT 4901 W. 12TH
STREET, SIOUX FALLS, SOUTH DAKOTA 57106, IS HEREBY DEEMED TO BE A "COMPANY"
UNDER THE FINANCING AGREEMENT, AND SHALL HAVE ALL OF THE RIGHTS, DUTIES AND
OBLIGATIONS OF A COMPANY UNDER THE FINANCING AGREEMENT. EACH OF KENTUCKY AND
SIOUX FALLS HEREBY EXPRESSLY (I) ASSUMES AND AGREES TO PAY AND PERFORM, JOINTLY
AND SEVERALLY WITH THE OTHER COMPANIES, AND TO BE BOUND BY, ALL OBLIGATIONS,
INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OUTSTANDING ON THE DATE HEREOF,
AND ALL OTHER OBLIGATIONS, REPRESENTATIONS, WARRANTIES, COVENANTS AND DUTIES
UNDER THE FINANCING AGREEMENT, AND (II) ASSIGNS, PLEDGES AND CONVEYS, UNDER AND
SUBJECT TO, THE TERMS OF THE FINANCING AGREEMENT, TO THE AGENT, FOR THE BENEFIT
OF THE LENDERS, ALL OF ITS PRESENT AND FUTURE ACCOUNTS, INVENTORY, GENERAL
INTANGIBLES, DOCUMENTS OF TITLE, REAL ESTATE AND EQUIPMENT.
Section Two. Representations and Warranties. To induce the Agent and the Lenders
to enter into this Amendment, each Company warrants and represents to the Agent
and the Lenders as follows:
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(A) ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE FINANCING
AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH TO WHICH ANY
COMPANY IS A PARTY CONTINUE TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE DATE HEREOF, AS IF REPEATED AS OF THE DATE HEREOF, EXCEPT FOR SUCH
REPRESENTATIONS AND WARRANTIES WHICH, BY THEIR TERMS, ARE ONLY MADE AS OF A
PREVIOUS DATE;
(B) THE EXECUTION, DELIVERY AND PERFORMANCE