SEC Filing - Carriage Services, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2020 (May 18, 2020)

Carriage Services, Inc.

(Exact name of registrant as specified in its charter)



Delaware	1-11961	76-0423828
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3040 Post Oak Boulevard, Suite 300

Houston, Texas 77056

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code:

(713) 332-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	CSV	New York Stock Exchange



ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 18, 2020, Carriage Services, Inc. (the “Company”) entered into a limited waiver and fourth amendment (the “Fourth Amendment”) to its senior secured revolving credit facility dated May 31, 2019 (as amended, the “Credit Facility”) with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the Fourth Amendment we received a waiver under our Credit Facility for the failure to comply with the Total Leverage Ratio covenant for the fiscal quarter ended March 31, 2020. In addition, the interest rate margin applicable to amounts outstanding under the Credit Facility, which is based on the Company’s Total Leverage Ratio (as defined in the Credit Facility), was increased as shown on the following pricing grid:



Applicable Rate
Pricing Level	Total Leverage Ratio	Eurodollar Rate/Letter of Credit Fees	Base Rate
1	< 3.50 : 1.00	2.250%	1.250%
2	< 4.25 : 1.00 but ≥ 3.50 : 1.00	2.375%	1.375%
3	< 5.00 : 1.00 but ≥ 4.25 : 1.00	2.500%	1.500%
4	≥ 5.00 : 1.00	3.000%	2.000%

The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.



ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e)

Cancellation of Previously Issued Performance Awards

On May 19, 2020, Melvin C. Payne, the Chairman of the Board and Chief Executive Officer of the Company; William W. Goetz, the President and Chief Operating Officer of the Company; Viki K. Blinderman, the Senior Vice President, Principal Financial Officer, Chief Accounting Officer and Secretary of the Company; Carl B. Brink, the Senior Vice President, Chief Financial Officer and Treasurer of the Company; Paul D. Elliott, the Senior Vice President and Regional Partner of the Company; and Shawn R. Phillips, the Senior Vice President and the Head of Strategic and Corporate Development of the Company, each agreed to the cancellation of two separate Performance Award Agreements previously awarded by the Company to each of the above named individuals in February 2019 and February 2020 (collectively, the “Agreements”). Prior to such cancellation, each of the Agreements provided for contingent compensation, which was payable to such individuals in shares of the Company’s common stock, based on the performance of the Company over a five-year period from the date of grant.

The table below sets forth the number of Performance Awards previously granted to each of the above-named individuals pursuant to the Agreements in 2019 and 2020, respectively, and the number of Performance Awards cancelled on May 19, 2020.

2019:



Named Executive Officer	Performance Awards Granted	Performance Awards Cancelled
Melvin C. Payne	100,000	100,000
William W. Goetz	35,000	35,000
Viki K. Blinderman	10,500	10,500
Carl C. Brink	10,500	10,500
Paul D. Elliott	10,500	10,500
Shawn R. Phillips	10,500	10,500

2020:



Named Executive Officer	Performance Awards Granted	Performance Awards Cancelled
Melvin C. Payne	40,000	40,000
William W. Goetz	20,000	20,000
Viki K. Blinderman	9,000	9,000
Carl C. Brink	9,000	9,000
Paul D. Elliott	9,000	9,000
Shawn R. Phillips	9,000	9,000

Issuance of New Performance Awards

On May 19, 2020, the Company’s Compensation Committee approved a new Performance Award Agreement (the “New Agreement”) for eligible employees, including the Company’s executive officers. Pursuant to the New Agreement, the target share awards for each of the Company’s executive officers (each, an “Award”) will vest on December 31, 2024 (the “Vesting Date”) if the Company’s common stock reaches one of five pre-determined growth targets for a sustained period beginning on the grant date of May 19, 2020 and ending on December 31, 2024 (the “Performance Period”).

The Award will result in Ms. Blinderman and Messrs. Brink, Elliott and Phillips (each an “Executive”) each being awarded 13,974 shares if the average closing price of the Company’s common stock, during any twenty consecutive day period during the Performance Period (the “Average Closing Price”), reaches $35.78 (“Target 1”); 22,789 shares will be awarded to each Executive if the Average Closing Price of the Company’s common stock reaches $43.88 (“Target 2”); 32,778 shares will be awarded to each Executive if the Average Closing Price of the Company’s common stock reaches $53.39 (“Target 3”); 38,772 shares will be awarded to each Executive if the Average Closing Price of the Company’s common stock reaches $64.48 (“Target 4”); and 45,255 shares will be awarded to each Executive if the Average Closing Price of the Company’s common stock reaches $77.34 (“Target 5”).

With respect to Mr. Goetz, the Award will result in 33,538 shares being awarded to him if the Average Closing Price of the Company’s common stock reaches Target 1; 61,531 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 2; 93,650 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 3; 108,561 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 4; and 129,299 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 5.

With respect to Mr. Payne, the Award will result in 55,897 shares being awarded to him if the Average Closing Price of the Company’s common stock reaches Target 1; 91,158 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 2; 140,476 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 3; 155,087 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 4; and 181,019 shares will be awarded to him if the Average Closing Price of the Company’s common stock reaches Target 5.

The Awards are designed to directly align certain forms of equity compensation payable to the Company’s executive officers with long-term stockholder value creation and sustainable high performance by the Company. The foregoing descriptions of the material terms of the Awards do not purport to be complete and are qualified in their entirety by reference to the New Agreement, the form of which is filed herewith as Exhibit 10.2 and incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The 2020 Annual Meeting of Stockholders of the Company was held on May 19, 2020. The matters presented for a vote and the related results are as follows:

PROPOSAL 1 - ELECTION OF DIRECTORS

Proposal 1 was the election of the nominees to serve as Class III directors for a three-year term expiring on the date of the 2023 annual meeting. The result of the vote was as follows:



Nominee	Votes For	Votes Withheld	Broker Non-Votes
Douglas B. Meehan	7,443,917	6,375,902	2,298,440
Donald D. Patteson, Jr.	5,862,983	7,956,836	2,298,440

Pursuant to the foregoing vote, Mr. Meehan was duly elected as a Class III director.

Mr. Patteson did not receive a majority of the votes cast in the affirmative and, pursuant to the terms of the Company’s Amended and Restated By-laws, tendered his resignation to the Board of Directors (the “Board”), with the effectiveness of such resignation being conditioned on the Board’s acceptance of such resignation. The Board subsequently considered Mr. Patteson’s resignation, including a full discussion, wherein the Board agreed that Mr. Patteson’s deep knowledge and understanding of the Company achieved through years of service as a Board member, his prior executive leadership experience as both a Chief Executive Officer and Chief Financial Officer, his service as the Company’s Audit Committee Chairman, and his consistent and valued contributions, questions and insights, make Mr. Patteson an invaluable member of the Board. Mr. Patteson’s tendered resignation was unanimously rejected by the Board on May 21, 2020.

PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Proposal 2 was to approve, on an advisory basis, our Named Executive Officer compensation. The result of the vote was as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
12,923,165	878,600	18,054	2,298,440

Pursuant to the foregoing vote, the Named Executive Officer compensation, as disclosed in the Proxy Statement for the 2020 Annual Meeting of Stockholders of the Company, was approved. The Board and the Compensation Committee will carefully consider the voting results when making future decisions regarding executive compensation.

PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal 3 was the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020. The result of the vote was as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
16,095,928	18,356	3,975	—

Pursuant to the foregoing vote, the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified.

ITEM 8.01 OTHER EVENTS.

On May 19, 2020, the Company announced its Board’s decision to increase the annual dividend $0.05 to $0.35 annually, beginning with the next dividend declaration in the third quarter of 2020. The declaration and amount of any future dividends, and any future increase (or decrease) in such amount, is at the discretion of the Board of the Company and subject to the Company’s financial condition, results of operations, cash flows and other factors the Board deems relevant.

ITEM 9.01 FINANCIAL STATMENTS AND EXHIBITS.

The following are filed as part of this Current Report on Form 8-K:



10.1		Limited Waiver and Fourth Amendment to Credit Agreement, dated as of May 18, 2020, by and among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, as administrative agent, swing line lender and L/C issuer.
10.2		Form of Performance Award Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CARRIAGE SERVICES, INC.

Dated: May 22, 2020	By:	/s/ Viki K. Blinderman
		Viki K. Blinderman
		Senior Vice President, Chief Accounting Officer and Secretary
		(Principal Financial Officer)

INDEX OF EXHIBITS



Exhibit			Description

10.1			Limited Waiver and Fourth Amendment to Credit Agreement, dated as of May 18, 2020, by and among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, as administrative agent, swing line lender and L/C issuer.
10.2			Form of Performance Award Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan.

Exhibit

EXHIBIT 10.1

Execution Version

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of May 18, 2020, is by and among CARRIAGE SERVICES, INC., a Delaware corporation (the “Borrower”), the banks listed as Lenders on the signature pages hereof (the “Lenders”), 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, certain of the Lenders, and the Administrative Agent are parties to that certain Credit Agreement, dated as of May 31, 2018, as amended by that certain First Amendment to Credit Agreement, dated as of November 8, 2018, that certain Second Amendment to Credit Agreement, dated as of July 31, 2019 and that certain Third Amendment and Commitment Increase to Credit Agreement, dated as of December 19, 2019 (said Credit Agreement, as amended, 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 informed Administrative Agent and the Lenders that the Borrower is unable to comply with Section 7.11(a) of the Credit Agreement, regarding the maximum Total Leverage Ratio covenant for the Fiscal Quarter ended March 31, 2020, which constitutes an Event of Default under Section 8.01(b) of the Credit Agreement (the “Existing Default”).

C.The Borrower has requested that the Lenders waive the Existing Default and the parties hereto are willing to make certain amendments to the Credit Agreement, as more fully 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.LIMITED WAIVER. Subject to the conditions to effectiveness set forth in Section 4 hereof, the Lenders and the Administrative Agent hereby waive the Existing Default for the Fiscal Quarter ending March 31, 2020. This waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Fourth Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than the Existing Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

EXHIBIT 10.1

2.AMENDMENTS.

(a)Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms thereto in proper alphabetical order:

“Fourth Amendment” means that certain Limited Waiver and Fourth Amendment to Credit Agreement, dated as of May 18, 2020, among the Borrower, the Lenders party thereto and the Administrative Agent.

“Fourth Amendment Effective Date” means the date that all conditions of effectiveness set forth in Section 4 of the Fourth Amendment have been satisfied.

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

“Applicable Rate” means the applicable percentage per annum set forth below determined by reference to the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):



Applicable Rate
Pricing Level	Total Leverage Ratio	Eurodollar Rate / Letter of Credit Fees	Base Rate
1	< 3.50 : 1.00	2.250%	1.250%
2	< 4.25 : 1.00 but ≥ 3.50 : 1.00	2.375%	1.375%
3	< 5.00 : 1.00 but ≥ 4.25 : 1.00	2.500%	1.500%
4	≥ 5.00 : 1.00	3.000%	2.000%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 4 shall apply in respect of the Revolving Credit Facility as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Furthermore, the Applicable Rate in effect from and after the Fourth Amendment Effective Date through and including the date the Compliance Certificate is delivered pursuant to Section 6.02(b) for the Fiscal Quarter ending June 30, 2020 shall be Pricing Level 4.

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).

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

EXHIBIT 10.1

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding the foregoing, if the Eurodollar Rate shall be less than 0.75% at any time, such rate shall be deemed to be 0.75% for purposes of this Agreement.

3.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 the limited waiver set forth in Section 1 above:

(a)the representations and warranties contained in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case 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 Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(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 and (iii) this Fourth Amendment, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles

EXHIBIT 10.1

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 or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Organization Documents of the Borrower or its Subsidiaries, (ii) any Law applicable to the Borrower or its Subsidiaries or (iii) any Contractual Obligation to which the Borrower, the Subsidiaries or any of their respective 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 necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, the Borrower of this Fourth Amendment or (ii) the acknowledgement by each Guarantor of this Fourth Amendment.

4.CONDITIONS OF EFFECTIVENESS. All provisions of this Fourth Amendment shall be effective upon satisfaction of, or completion of, the following:

(a)the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Borrower, the Required Lenders and acknowledged by each Guarantor;

(b)the representations and warranties set forth in Section 3 of this Fourth Amendment shall be true and correct;

(c)unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced prior to or on the Fourth Amendment Effective Date;

(d)since December 31, 2019, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

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.

(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

EXHIBIT 10.1

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 out-of-pocket 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 or other electronic imaging means (e.g., “pdf” or “tif”) 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 each party shall retain all rights arising under federal law. This Fourth Amendment shall be binding upon the Borrower, the Guarantors, the Administrative Agent 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

EXHIBIT 10.1

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date above written.

CARRIAGE SERVICES, INC.




By:	/s/ Carl Benjamin Brink
	Carl Benjamin Brink
	Senior Vice President, Chief Financial
	Officer and Treasurer