Item 1.01 Entry into a Material Definitive Agreement
In connection with the discussion of Item 8.01 below, on November 19, 2008, Carriage Services, Inc. (the "Company") entered into a Fourth Amendment ("Fourth Amendment") to its Credit Agreement dated April 27, 2005 with its lenders, Bank of America, N.A. ("BofA") and Wells Fargo Bank, N.A. ("Wells Fargo"), BofA as its administrative agent, swing line lender, and L/C issuer, and Wells Fargo as its syndication agent. The purpose of this Fourth Amendment was to provide for the $5 million share repurchase program described in Item 8.01 of this Current Report on Form 8-K. The Fourth Amendment also contains, among other things, amending the definition of Interest Expense, amending the computation of interest and fees and amending the test for permitting certain Restricted Payments.
Item 8.01 Other Events.
On November 20, 2008, the Company issued a press release announcing that its Board of Directors has approved a share repurchase program authorizing the Company to purchase up to an aggregate of $5 million of the Company's common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. The press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by this reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Exhibit

99.1 Press release issued by Carriage Services, Inc. dated November 20, 2008

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