THE COUNTY OF MARION,
4
STATE OF INDIANA, OR THE FEDERAL COURTS WHOSE VENUE INCLUDES THE COUNTY OF
MARION, STATE OF INDIANA, OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT
IN WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. MAKER AND LENDER, BY
ITS ACCEPTANCE HEREOF, WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE
RIGHT TO A TRIAL BY JURY AND ANY RIGHT EITHER PARTY MAY HAVE TO OBJECT TO VENUE
TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH.
[Remainder of page intentionally left blank]
5
IN WITNESS WHEREOF, Maker has executed this Replacement Promissory Note as of
the date set forth above.
"MAKER" STONEMOR INDIANA LLC By:
Printed:
Title:
STONEMOR OPERATING LLC By:
Printed:
Title:
6
EXHIBIT B-6
FORM OF STONEMOR INSTALLMENT NOTE
(NANCY CADE)
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)
Nancy J. Cade
$266,071.00
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 Nancy J. Cade, an adult
resident of the State of Kentucky ("Lender"), in lawful money of the United
States of America, at 155 Walnut Dr, Pikeville, Kentucky 41501, 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 Two Hundred Sixty Six Thousand
Seventy One and 00/100 Dollars ($266,071.00), 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