Contract
Exhibit 4.1
EXECUTION VERSION
First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2019, among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Co-Issuer” and, together with the Partnership, the “Issuers”), StoneMor Inc., a Delaware corporation (the “C-Corporation”), the Subsidiary Guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S E T H
WHEREAS, the Issuers and the Subsidiary Guarantors have heretofore executed and delivered to Wilmington Trust, National Association, in its capacity as collateral agent and as the Trustee, an indenture (as amended, modified or supplemented from time to time, the “Indenture”), dated as of June 27, 2019, providing for the issuance of $385,000,000 of 9.875% / 11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”);
WHEREAS, Section 8.05(k) of the Indenture provides that under certain circumstances, on the date that the C-Corporation Conversion is consummated, the Partnership, the C-Corporation and the Subsidiary Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which all of the requirements set forth in the Indenture applicable to the Partnership shall thereafter be applicable to the C-Corporation (subject to the provisions of the Indenture) and the C-Corporation shall, among other things, unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 12.01 of the Indenture, the Partnership, the C-Corporation, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee, etc. The C-Corporation hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article XIII thereof (with references to Subsidiary Guarantors in such Article XIII also referring, mutatis mutandis, to the C-Corporation from and after December 31, 2019). Additionally, from and after December 31, 2019, pursuant to its Guarantee, the C-Corporation agrees to be bound by the provisions of the definition of the term C-Corporation Conversion and the provisions of Section 8.05(k) of the Indenture to the extent the same relate to the C-Corporation.
(3) Execution and Delivery. The C-Corporation agrees that the provisions of clause (2) above shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile or PDF transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) The Trustee. The Trustee makes no representations and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the C-Corporation.
(8) Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
(9) Representations and Warranties by C-Corporation. The C-Corporation hereby represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture.
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IN WITNESS WHEREOF, each of the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
| STONEMOR PARTNERS L.P. | ||
| By: | /s/ Xxxxxxx XxXxxxxxxx | |
| Name: | Xxxxxxx XxXxxxxxxx | |
| Title: | Chief Financial Officer | |
| CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC. | ||
| By: | /s/ Xxxxxxx XxXxxxxxxx | |
| Name: | Xxxxxxx XxXxxxxxxx | |
| Title: | Chief Financial Officer | |
| STONEMOR INC. | ||
| By: | /s/ Xxxxxxx XxXxxxxxxx | |
| Name: | Xxxxxxx XxXxxxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to First Supplemental Indenture]
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| Alleghany Memorial Park LLC |
| Alleghany Memorial Park Subsidiary, Inc. |
| Altavista Memorial Park LLC |
| Altavista Memorial Park Subsidiary, Inc. |
| Arlington Development Company |
| Augusta Memorial Park Perpetual Care Company |
| Birchlawn Burial Park LLC |
| Birchlawn Burial Park Subsidiary, Inc. |
| Bronswood Cemetery, Inc. |
| Cedar Hill Funeral Home, Inc. |
| Cemetery Investments LLC |
| Cemetery Investments Subsidiary, Inc. |
| Cemetery Management Services, L.L.C. |
| Cemetery Management Services of Ohio, L.L.C. |
| Chapel Hill Associates, Inc. |
| Chapel Hill Funeral Home, Inc. |
| CMS West LLC |
| CMS West Subsidiary LLC |
| Columbia Memorial Park LLC |
| Columbia Memorial Park Subsidiary, Inc. |
| Cornerstone Family Insurance Services, Inc. |
| Cornerstone Family Services of New Jersey, Inc. |
| Cornerstone Family Services of West Virginia LLC |
| Cornerstone Family Services of West Virginia Subsidiary, Inc. |
| Cornerstone Funeral and Cremation Services LLC |
| Cornerstone Trust Management Services LLC |
| Covenant Acquisition LLC |
| Covenant Acquisition Subsidiary, Inc. |
| Xxxxxxxxx Memorial Funeral Home, Inc. |
| Xxxxxxxxx Memorial Gardens, Inc. |
| Xxxxxx X. Xxxxx Funeral Home, Inc. |
| Forest Lawn Gardens, Inc. |
| Forest Lawn Memorial Chapel, Inc. |
| Forest Lawn Memory Gardens, Inc. |
| Xxxx Haven Memorial Park LLC |
| Xxxx Haven Memorial Park Subsidiary, Inc. |
[Signature Page to First Supplemental Indenture]
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| Henlopen Memorial Park LLC |
| Henlopen Memorial Park Subsidiary LLC |
| Xxxxx Memorial Park LLC |
| Xxxxx Memorial Park Subsidiary, Inc. |
| Juniata Memorial Park LLC |
| KIRIS LLC |
| KIRIS Subsidiary, Inc. |
| Xxxx & Nice, Inc. |
| Xxxx & Nice Suburban Chapel, Inc. |
| Lakewood/Xxxxxxxx Cemetery LLC |
| Lakewood/Xxxxxxxx Cemetery Subsidiary, Inc. |
| Lakewood Memory Gardens South LLC |
| Lakewood Memory Gardens South Subsidiary, Inc. |
| Laurel Hill Memorial Park LLC |
| Laurel Hill Memorial Park Subsidiary, Inc. |
| Laurelwood Holding Company |
| Legacy Estates, Inc. |
| Xxxxxx [Virginia] LLC |
| Xxxxxx [Virginia] Subsidiary, Inc. |
| Xxxxxxxx Xxxx Cemetery LLC |
| Xxxxxxxx Xxxx Cemetery Subsidiary, Inc. |
| Modern Park Development LLC |
| Modern Park Development Subsidiary, Inc. |
| Oak Hill Cemetery LLC |
| Oak Hill Cemetery Subsidiary, Inc. |
| Osiris Holding Finance Company |
| Osiris Holding of Maryland LLC |
| Osiris Holding of Maryland Subsidiary, Inc. |
| Osiris Holding of Pennsylvania LLC |
| Osiris Holding of Rhode Island LLC |
| Osiris Holding of Rhode Island Subsidiary, Inc. |
| Osiris Management, Inc. |
| Osiris Telemarketing Corp. |
| Perpetual Xxxxxxx.Xxx, Inc. |
| Plymouth Warehouse Facilities LLC |
| Prince Xxxxxx Cemetery Corporation |
| PVD Acquisitions LLC |
| PVD Acquisitions Subsidiary, Inc. |
[Signature Page to First Supplemental Indenture]
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| Xxxxxxxxxx Xxxxxxxx Xxxxxxx LLC |
| Rockbridge Memorial Gardens Subsidiary Company |
| Rolling Green Memorial Park LLC |
| Rose Lawn Cemeteries LLC |
| Rose Lawn Cemeteries Subsidiary, Incorporated |
| Roselawn Development LLC |
| Roselawn Development Subsidiary Corporation |
| Xxxxxxx Memorial Cemetery LLC |
| Xxxxxxx Memorial Cemetery Subsidiary, Inc. |
| Shenandoah Memorial Park LLC |
| Shenandoah Memorial Park Subsidiary, Inc. |
| Sierra View Memorial Park |
| Southern Memorial Sales LLC |
| Southern Memorial Sales Subsidiary, Inc. |
| Springhill Memory Gardens LLC |
| Springhill Memory Gardens Subsidiary, Inc. |
| Star City Memorial Sales LLC |
| Star City Memorial Sales Subsidiary, Inc. |
| Xxxxxxx X. Xxxx Funeral Home, Inc. |
| Xxxxxxx LLC |
| Xxxxxxx Subsidiary, Incorporated |
| StoneMor Alabama LLC |
| StoneMor Alabama Subsidiary, Inc. |
| StoneMor Arkansas Subsidiary LLC |
| StoneMor California, Inc. |
| StoneMor California Subsidiary, Inc. |
| StoneMor Cemetery Products LLC |
| StoneMor Colorado LLC |
| StoneMor Colorado Subsidiary LLC |
| StoneMor Florida LLC |
| StoneMor Florida Subsidiary LLC |
| StoneMor Georgia LLC |
| StoneMor Georgia Subsidiary, Inc. |
| StoneMor Hawaiian Joint Venture Group LLC |
| StoneMor Hawaii LLC |
[Signature Page to First Supplemental Indenture]
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| StoneMor Hawaii Subsidiary, Inc. |
| StoneMor Holding of Pennsylvania LLC |
| StoneMor Illinois LLC |
| StoneMor Illinois Subsidiary LLC |
| StoneMor Indiana LLC |
| StoneMor Indiana Subsidiary LLC |
| StoneMor Iowa LLC |
| StoneMor Iowa Subsidiary LLC |
| StoneMor Kansas LLC |
| StoneMor Kansas Subsidiary LLC |
| StoneMor Kentucky LLC |
| StoneMor Kentucky Subsidiary LLC |
| StoneMor Michigan LLC |
| StoneMor Michigan Subsidiary LLC |
| StoneMor Mississippi LLC |
| StoneMor Mississippi Subsidiary LLC |
| StoneMor Missouri LLC |
| StoneMor Missouri Subsidiary LLC |
| StoneMor North Carolina LLC |
| StoneMor North Carolina Subsidiary LLC |
| StoneMor North Carolina Funeral Services, Inc. |
| StoneMor Ohio LLC |
| StoneMor Ohio Subsidiary, Inc. |
| StoneMor Oklahoma LLC |
| StoneMor Oklahoma Subsidiary LLC |
| StoneMor Operating LLC |
| StoneMor Oregon LLC |
| StoneMor Oregon Subsidiary LLC |
| StoneMor Pennsylvania LLC |
| StoneMor Pennsylvania Subsidiary LLC |
| StoneMor Puerto Rico LLC |
| StoneMor Puerto Rico Cemetery and Funeral, Inc. |
| StoneMor Puerto Rico Subsidiary LLC |
| StoneMor South Carolina LLC |
| StoneMor South Carolina Subsidiary LLC |
| StoneMor Tennessee Subsidiary, Inc. |
| StoneMor Washington, Inc. |
| StoneMor Washington Subsidiary LLC |
[Signature Page to First Supplemental Indenture]
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| StoneMor Wisconsin LLC |
| StoneMor Wisconsin Subsidiary LLC |
| Sunset Memorial Gardens LLC |
| Sunset Memorial Gardens Subsidiary, Inc. |
| Sunset Memorial Park LLC |
| Sunset Memorial Park Subsidiary, Inc. |
| Temple Hill LLC |
| Temple Hill Subsidiary Corporation |
| The Valhalla Cemetery Company LLC |
| The Valhalla Cemetery Subsidiary Corporation |
| Tioga County Memorial Gardens LLC |
| Virginia Memorial Service LLC |
| Virginia Memorial Service Subsidiary Corporation |
| WNCI LLC |
| W N C Subsidiary, Inc. |
| Wicomico Memorial Parks LLC |
| Wicomico Memorial Parks Subsidiary, Inc. |
| Willowbrook Management Corp. |
| Woodlawn Memorial Park Subsidiary LLC |
| By: | /s/ Xxxxxxx XxXxxxxxxx | |
| Name: | Xxxxxxx XxXxxxxxxx | |
| Title: | Chief Financial Officer of each Subsidiary Guarantor named above, signing on behalf of each Subsidiary Guarantor independently | |
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[Signature Page to First Supplemental Indenture]
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| WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Trustee | ||
| By: | /s/ Xxxxxx X. X’Xxxxxxx | |
| Name: | Xxxxxx X. X’Xxxxxxx | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
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