STONEMOR OPERATING LLC By:
Printed:
Title:
3
EXHIBIT B-5
FORM OF STONEMOR INSTALLMENT NOTE
(FRED MEYER)
Attached hereto.
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER
AND TO THE EXTENT SET FORTH IN (1) THAT CERTAIN SUBORDINATION AGREEMENT DATED AS
OF JUNE 21, 2010 AMONG BANK OF AMERICA, N.A., A NATIONAL BANKING ASSOCIATION, AS
ADMINISTRATIVE AGENT, THE LENDER (AS DEFINED BELOW) AND THE OTHER PARTIES
THERETO, AND (2) THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JUNE 21, 2010
AMONG THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, PRUCO LIFE INSURANCE COMPANY,
THE LENDER AND THE OTHER PARTIES THERETO, TO THE SENIOR DEBT (AS DEFINED IN THE
SUBORDINATION AGREEMENTS); AND EACH HOLDER OF THIS NOTE SHALL BE BOUND BY THE
PROVISIONS OF THE SUBORDINATION AGREEMENTS.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY COMPARABLE STATE SECURITIES LAW. THE TRANSFER OF THIS NOTE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH HEREIN.
REPLACEMENT PROMISSORY NOTE
(STONEMOR INSTALLMENT NOTE)
FRED W. MEYER, JR. BY JAMES R. MEYER AS SPECIAL ADMINISTRATOR TO
THE ESTATE OF FRED W. MEYER, JR.
$1,039,656.00
Original Notes Effective Date: December 21, 2004
Replacement Note Effective
Date: June 21, 2010
Maturity Date: April 1, 2014
FOR VALUE RECEIVED, STONEMOR INDIANA LLC, an Indiana limited liability company,
and STONEMOR OPERATING LLC, a Delaware limited liability company, as joint and
several co-makers (individually and together, "Maker"), hereby promise to pay on
or before April 1, 2014 (the "Maturity Date"), to FRED W. MEYER, JR. BY JAMES R.
MEYER AS SPECIAL ADMINISTRATOR TO THE ESTATE OF FRED W. MEYER, JR. ("Lender"),
in lawful money of the United States of America, at 15226 Long Cove Blvd,
Carmel, Indiana 46033, or at such other place or to such other party as the
holder hereof may from time to time designate by written notice, the principal
sum of One Million Thirty Nine Thousand Six Hundred Fifty Six and 00/100 Dollars
($1,039,656.00), or as much thereof as may then be outstanding under this
Replacement Promissory Note (this "Note"), and to pay interest thereon to the
extent provided in this Note.
This Note, together with the StoneMor Closing Note (as defined in the Agreement
defined below) issued to Lender on the date hereof, amends, restates,
supersedes, replaces, extinguishes and constitutes a novation of: (i) in its
entirety, that certain Promissory Note in the original principal sum of Two
Million Nine Hundred Thirty Seven Thousand Nine Hundred Sixty One and 07/100
Dollars ($2,937,961.07) executed by Ansure Mortuaries of Indiana, LLC, an
Indiana limited liability company, in favor of Lender dated December 21, 2004;
and (ii)
Lender's share of that certain Promissory Note in the original principal sum of
One Million One Hundred Sixty-Seven Thousand Eight Hundred Eighty-Three and
00/100 Dollars ($1,167,883.00) executed by Forest Lawn Funeral Home Properties,
LLC, an Indiana limited liability company, in favor of F.T.J. Meyer Associates,
LLC, an Indiana limited liability company ("FTJ"), dated December 21, 2004,
which was subsequently assigned, in part,