0001193125-07-186725 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated August 15, 2007 among StoneMor Operating LLC, as a Borrower, various subsidiaries thereof, as additional Borrowers, StoneMor Partners L.P. and StoneMor GP LLC, as Guarantors, BANK OF AMERICA, N.A., as...
Credit Agreement • August 21st, 2007 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into on August 15, 2007, among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the Subsidiaries of the Operating Company (together with the Operating Company, each individually a “Borrower” and collectively, the “Borrowers”), StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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STONEMOR OPERATING LLC (AND OTHER ISSUERS)
Stonemor Partners Lp • August 21st, 2007 • Services-personal services

This Note is one of the Series B Notes (herein called the “Note”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.

STONEMOR OPERATING LLC (AND OTHER ISSUERS)
Stonemor Partners Lp • August 21st, 2007 • Services-personal services

This Note is one of the 7.66% Senior Secured Notes due September 20, 2009 (herein called the “Note”) of the Issuers issued pursuant to that certain Amended and Restated Note Purchase Agreement dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; unless defined herein, terms defined in the Note Purchase Agreement are to be defined herein as defined therein) entered into by the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits, and subject to the provisions of, the Note Purchase Agreement. This Note is secured by certain Security Documents referred to in the Note Purchase Agreement and is entitled to the benefits of certain General Partner/Parent Guarantee from time to time delivered pursuant to the Note Purchase Agreement and to an Intercreditor Agreement entered into pursuant thereto. As provided in the Note Purchase Agreement, this Note is subject to

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