Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
Dated as of March 18, 2005
AMENDMENT NO. 4 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 and the Required Lenders have agreed to
amend the Credit Agreement as hereinafter set forth.
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 2, HEREBY AMENDED AS FOLLOWS:
(A)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY AMENDING
AND RESTATING CLAUSE (A) OF THE DEFINITION OF "CONSOLIDATED FIXED CHARGE
COVERAGE RATIO" TO READ IN FULL AS FOLLOWS:
"(a)(i) Consolidated EBITDA for the period of the four consecutive fiscal
quarters ending on such date, plus (ii) all federal, state, local and foreign
property taxes payable by the Borrower and its Subsidiaries during such period,
less (iii) the aggregate amount of all Capital Expenditures made by or on behalf
of the Borrower and its Subsidiaries during such period to"
(B)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY
AMENDING AND RESTATING THE DEFINITION OF "LETTER OF CREDIT SUBLIMIT" TO READ IN
FULL AS FOLLOWS:
""Letter of Credit Sublimit" means an amount equal to $35,000,000.
The Letter
of Credit Sublimit is a part of, and not in addition to, the Revolving Credit
Facility."
(C)
SECTION 2.05(B)(II) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING THE WORD "OR" AFTER THE REFERENCE TO "(D)" IN THE THIRD LINE THEREOF
WITH A COMMA AND BY ADDING THE WORDS "OR (K)" AFTER THE REFERENCE TO "(H)" IN
THE THIRD LINE THEREOF.
(D)
SECTION 2.05(B)(III) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED IN FULL TO READ AS FOLLOWS:
"(iii) Upon the sale by any Loan Party or any of its Subsidiaries of any of its
capital stock or other Equity Interests, other than (A) the sale of capital
stock or other Equity Interests of a Subsidiary of a Loan Party to any Loan
Party, (B) the sale of capital stock or other Equity Interests of a
non-Guarantor to a Subsidiary of a Loan Party that is a non-Guarantor or (C) the
sale of capital stock or other Equity Interests of the Borrower to participants
in an employee stock purchase, equity incentive, deferred compensation or
similar plan of the Borrower pursuant to any such plan in connection with a