August 8, 2003

Rock of Ages Corporation
772 Graniteville Road
Barre, Vermont 05654

Attention: Chief Executive Officer

Re:    Eurimex Expenses

Gentlemen:

We refer to the Financing Agreement, dated as of December 17, 1997 (as amended, the "Financing Agreement"), among Rock of Ages Corporation, Rock of Ages Kentucky Cemeteries, LLC, Carolina Quarries, Inc., Autumn Rose Quarries, Inc., Pennsylvania Granite Corp., Keith Monument Company LLC, Rock of Ages Memorials Inc. and Sioux Falls Monument Co. (collectively, the "Companies"), the lenders from time to time parties thereto (the "Lenders"), and The CIT Group/Business Credit, Inc., as agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein and not defined shall have the meanings set forth in the Financing Agreement.

Subparagraph 14 of Section 7 of the Financing Agreement requires the Companies to maintain at all times, on a consolidated basis, an Operating Cash Flow of at least 1.25 to 1 (the "Operating Cash Flow Covenant"). You have informed the Agent that, solely as a result of certain expenses incurred by the Companies in connection with an arbitration in Luxembourg relating to the termination of an exclusive distribution agreement by the Companies (collectively, the "Eurimex Expenses"), the Companies (a) are not in compliance with the Operating Cash Flow Covenant for the period of twelve (12) fiscal months ending on or about June 30, 2003 and (b) may not be in compliance with the Operating Cash Flow Covenant for the period of twelve (12) fiscal months ending on or about each of September 30, 2003, December 31, 2003 and March 31, 2004.

The Lenders hereby agree that, solely for purposes of determining the Operating Cash Flow Ratio for each period set forth below, the Eurimex Expenses shall be excluded from the calculation of Operating Cash Flow for such period, provided that the aggregate amount of Eurimex Expenses excluded from Operating Cash Flow for such period shall not exceed the amount set forth opposite such period:

Period


 

Maximum Aggregate Eurimex Expenses


twelve fiscal months ending on or about June 30, 2003

 

$4,016,000

twelve fiscal months ending on or about September 30, 2003

 

$3,466,000

twelve fiscal months ending on or about December 31, 2003

 

$2,441,000

twelve fiscal months ending on or about March 31, 2004

 

$1,856,000


 

This letter shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws principles thereof.

Except to the extent expressly set forth herein, no other waiver of any of the terms, provisions or conditions of the Financing Agreement is intended or implied and nothing herein shall constitute a waiver of any existing or future Defaults or Events of Default (whether or not the Agent or any Lender has knowledge thereof).

Please indicate your agreement to the terms and conditions set forth in this letter by signing a copy hereof and returning it to the Agent. This letter shall become effective upon the Agent's receipt of a fully-executed copy hereof.


Very truly yours,

 

THE CIT GROUP/BUSINESS CREDIT, INC.

By:/s/ Nick Malatestinic________
Name:  Nick Malatestinic
Title:    Vice President and Team Leader

 

 


ACKNOWLEDGED AND AGREED TO BY:

 

 

 

ROCK OF AGES CORPORATION

By:/s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:    Chairman and Chief Executive Officer

 

 

 

ROCK OF AGES KENTUCKY CEMETERIES, LLC

By: /s/ Kurt M. Swenson
Name: Kurt M. Swenson
Title:  Chairman and Chief Executive Officer

 

 

 

CAROLINA QUARRIES, INC.

By:/s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

 

 

 

AUTUMN ROSE QUARRIES, INC.

By: /s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:    Chairman and Chief Executive Officer

 

 

 

PENNSYLVANIA GRANITE CORP.

By: /s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:    Chairman and Chief Executive Officer

 

 

 

KEITH MONUMENT COMPANY LLC

By: /s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:    Chairman and Chief Executive Officer

 

ROCK OF AGES MEMORIALS INC.

By:/s/ Kurt M. Swenson
Name:  Kurt M. Swenson
Title:  Chairman and Chief Executive Officer

 

 

 

 

 

SIOUX FALLS MONUMENT CO.

By:/s/ Kurt M. Swenson
Name: Kurt M. Swenson
Title:    Chairman and Chief Executive Officer

 

 

 

 

 

FLEET NATIONAL BANK,
    as a Lender

By:___________________________________
Name:
Title:

 

 

Source: OneCLE Business Contracts.