Series A Senior Secured Note due September 20, 2009
EXHIBIT A-2
-
Form of 9.34% Series B Senior Secured Note due August 15, 2012
EXHIBIT A-3
-
Form of Shelf Note
EXHIBIT 1.6
-
General Partner/Parent Guarantee
EXHIBIT 1.7(a)
-
Security Agreement
EXHIBIT 1.7(b)
-
Pledge Agreement
EXHIBIT 2.4
-
Form of Request for Purchase
EXHIBIT 2.6
-
Form of Confirmation of Acceptance
EXHIBIT 4.1(d)(ii)
-
Form of Opinion of Blank Rome LLP, Counsel for the Credit Parties
EXHIBIT 4.1(d)(iii)
-
Form of Opinion of Each Local Counsel to the Credit Parties
EXHIBIT 4.1(e)
-
Form of Confirmation and Reaffirmation of General Partner/Parent Guarantee
EXHIBIT 4.1(g)
-
Form of Amended and Restated Intercreditor Agreement
EXHIBIT 4.1(h)(i)
-
Form of Confirmation Agreement
EXHIBIT 4.1(h)(ii)
-
Form of Modification
EXHIBIT 4.1(k)(iv)
-
Form of Compliance Certificate
EXHIBIT 4.2(a)(v)
Form of Shelf Opinion
EXHIBIT 10.2(h)
-
Form of Subordination Provisions in respect of Seller Subordinated Debt
vi
STONEMOR GP LLC,
STONEMOR PARTNERS L.P.,
STONEMOR OPERATING LLC, and
EACH OF THE SUBSIDIARY ISSUERS
LISTED ON THE SIGNATURE PAGES HEREOF
155 Rittenhouse Circle
Bristol, PA 19007
(215) 826-2800
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Up to $150,000,000 Uncommitted Private Shelf Facility
New York, New York
as of August 15, 2007
Prudential Investment Management Inc.
The Prudential Insurance Company of America
Prudential Retirement Insurance and Annuity Company
Each Affiliate (as hereinafter defined) of Prudential
Investment Management Inc. which becomes bound
by certain provisions of this Agreement (as hereinafter defined)
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, NY 10036
iStar Financial Inc.
SFT I, Inc.
Each Affiliate of iStar Financial Inc. which becomes
bound by certain provisions of this Agreement
1114 Avenue of the Americas
New York, NY 10036
Ladies and Gentlemen:
The undersigned, STONEMOR GP LLC, a Delaware limited liability company (the
"General Partner"), STONEMOR PARTNERS L.P., a Delaware limited partnership (the
"Parent"), STONEMOR OPERATING LLC, a Delaware limited liability company (the
"Company"), and each other Subsidiary of the Parent listed on the signature
pages hereof under the heading "Subsidiary Issuers" (individually a "Subsidiary
Issuer" and collectively the "Subsidiary Issuers"; and the Subsidiary Issuers
and the Company individually an "Issuer" and collectively the "Issuers") hereby
agree with each of you (individually a "Purchaser" and collectively the
"Purchasers") as set forth below. Certain capitalized terms used in this
Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit"
are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement; references to Sections are, unless otherwise specified, to Sections
of this Agreement.
1. AMENDMENT AND RESTATEMENT; AUTHORIZATION OF SHELF NOTES; THE GUARANTEES AND
SECURITY FOR THE SHELF NOTES.
1.1. Prior Issuances.
Pursuant to that certain Note Purchase Agreement, dated as of September 20,
2004, by and between the Company and each of the parties listed on Schedule A
thereto as holders of the Series A Notes (the "Series A Holders") (as amended by
that certain First Amendment to Note Purchase Agreement, dated as of