0001445305-13-000649 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2013 • Carriage Services Inc • Services-personal services • Texas

Amendment"), dated as of February 14,2013, is by and among CARRIAGE SERVICES, INC., a Delaware corporation (the "Borrower"), the banks listed on the signature pages hereof (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and LIC Issuer (in said capacity as Administrative Agent, the "Administrative Agent").

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SEPARATION AND CONSULTING AGREEMENT
Separation and Consulting Agreement • March 18th, 2013 • Carriage Services Inc • Services-personal services • Texas

This SEPARATION AND CONSULTING AGREEMENT (this "Agreement") is entered into by and between Carriage Services, Inc., a Delaware corporation (the "Company"), and Terry E. Sanford ("Sanford"), effective as of August 12, 2012 (the "Separation Date"). The Company and Sanford are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2013 • Carriage Services Inc • Services-personal services • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of November 29, 2012, is by and among CARRIAGE SERVICES, INC., a Delaware corporation (the “Borrower”), the banks listed 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”).

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