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.