JOINDER TO AMENDED AND RESTATED CREDIT AGREEMENT AND CREDITDOCUMENTS
EXHIBIT 10.1
JOINDER TO AMENDED AND RESTATED CREDIT AGREEMENT AND CREDIT DOCUMENTS
This JOINDER TO AMENDED AND RESTATED CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Joinder”), is dated this 21st day of December, 2007, by and among StoneMor Arkansas Subsidiary LLC, an Arkansas limited liability company, StoneMor California, Inc., a California corporation, StoneMor California Subsidiary, Inc., a California corporation, StoneMor Florida Subsidiary LLC, a Florida limited liability company, StoneMor Hawaii LLC, a Hawaii limited liability company, StoneMor Hawaii Subsidiary LLC, a Hawaii limited liability company, StoneMor Iowa LLC, an Iowa limited liability company, StoneMor Iowa Subsidiary LLC, an Iowa limited liability company, StoneMor Puerto Rico LLC, a Puerto Rico limited liability company, StoneMor Puerto Rico Subsidiary LLC, a Puerto Rico limited liability company, StoneMor South Carolina LLC, a South Carolina limited liability company, StoneMor South Carolina Subsidiary LLC, a South Carolina limited liability company and StoneMor Tennessee Subsidiary, Inc., a Tennessee corporation, Alderwoods (Ohio) Cemetery Holdings, Inc., an Ohio nonprofit corporation, Highland Memorial Park, Inc., an Ohio nonprofit corporation, Hillside Memorial Park Association, Inc., an Ohio nonprofit corporation, Northlawn Memorial Gardens, an Ohio nonprofit corporation, and Sierra View Memorial Park, a California nonprofit corporation (each a “New Borrower”, and collectively, the “New Borrowers”), the other Credit Parties (as defined below), the Lenders (as defined below), Bank of America, N.A., a national banking association organized and existing under the laws of the United States of America, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), as Collateral Agent for the benefit of the Lenders and other Secured Creditors (in such capacity, the “Collateral Agent”), as Swing Line Lender and as L/C Issuer.
BACKGROUND
A. Pursuant to that certain Amended and Restated Credit Agreement entered into on August 15, 2007, by and among StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), the Subsidiaries of the Operating Company set forth on the signature pages thereto (together with the Operating Company, the “Existing Borrowers” and collectively with the New Borrowers the “Borrowers” and together with the General Partner and the Partnership, collectively the “Credit Parties”), the lenders party thereto (the “Lenders”), and the Administrative Agent (as so amended, and as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), the Lenders agreed, inter alia, to extend to the Borrowers a revolving credit facility and an acquisition line in the maximum aggregate principal amount of Sixty-Five Million Dollars ($65,000,000).
B. Pursuant to the Credit Agreement and the Credit Documents, the Existing Borrowers have granted to the Collateral Agent, for the benefit of the Lenders and other Secured Creditors, a lien on and security interest in substantially all of their property and assets to secure all Secured Obligations.
C. The Operating Company and certain of its subsidiaries (collectively, the “Buyers”) entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”), dated December 4, 2007, with SCI Funeral Services, Inc., an Iowa corporation, and certain of its subsidiaries (collectively, the “Sellers”), pursuant to which, as of the closing thereunder the Buyers will purchase certain cemeteries, funeral homes and other assets of the Sellers (the “Acquired Assets”) for an aggregate consideration of Sixty-Eight Million Dollars ($68,000,000), subject to adjustment, as described and set forth in the Purchase Agreement.
D. Each New Borrower will benefit, directly and indirectly, from credit and other financial accommodations extended by the Lenders to the Borrowers.
Now, therefore, for value received, and in consideration of Loans made or to be made, and other credit accommodations given or to be given, to the Borrowers by the Lenders from time to time, each New Borrower and each other Credit Party hereby agrees as follows:
1. Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement or the Intercreditor Agreement (as defined in the Credit Agreement), as applicable.
2. Each Borrower represents and warrants that the purchase of the Acquired Assets pursuant to the Purchase Agreement, including, without limitation, the making of any Loans relating thereto, conforms, or will conform at the time of the related acquisition, in all respects with all the requirements of the Credit Agreement.
3. Each New Borrower acknowledges and agrees that it hereby agrees to join as a “Borrower” under the Credit Agreement, and to join, in the same capacity as the Existing Borrowers, in the Notes, the Intercreditor Agreement, the Security Agreement, the Pledge Agreement, and the other Security Documents and Credit Documents.
4. This Joinder is effective upon the date of the New Borrowers’ execution and delivery hereof to the Administrative Agent and upon such execution and delivery, all references in: (a) the Credit Agreement and other Credit Documents to the terms “Borrower” or “Borrowers”; (b) the Pledge Agreement to the terms “Pledgor” or “Pledgors”; and (c) the Security Agreement to the terms “Debtor” and “Debtors”, shall be deemed to include the New Borrowers. Without limiting the generality of the foregoing, each New Borrower hereby affirms all grants (including the grant of a lien and security interest), covenants, agreements, representations, and warranties (except to the extent expressly relating to an earlier date) contained in the Credit Agreement, the Pledge Agreement, and the Security Agreement, as amended hereby, each and all of which are and shall remain applicable to the Collateral from time to time owned by the New Borrowers or in which any New Borrower from time to time has any rights. Without limiting the foregoing, in order to secure payment of the Secured Obligations, whether now existing or hereafter arising, each New Borrower does hereby grant to Collateral Agent, for the benefit of the Secured Creditors, and hereby agrees that Collateral Agent has and shall continue to have, for the benefit of the Secured Creditors, a Lien on, among other things, substantially all of the New Borrowers’ property and assets, constituting Collateral of the New Borrowers, and each and all granting clauses in the Credit Documents are incorporated herein by reference with the same force and effect as if set forth herein in their
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entirety except that all references in such clauses to the Borrowers or any of them shall be deemed to include references to the New Borrowers or any of them. Nothing contained herein shall in any manner impair the priority of the liens and security interests heretofore granted in favor of Collateral Agent under the Security Agreement, the Pledge Agreement or any other Credit Document.
5. The information set forth on Schedule A hereto, shall be added to various Annexes to the Pledge Agreement and the Security Agreement described thereon, and such Annexes are amended hereby.
6. In connection with the execution and delivery of this Joinder, the Existing Borrowers and the New Borrowers have delivered to the Administrative Agent or the Collateral Agent, as appropriate, such deliveries as are required by the Credit Agreement, including, without limitation: (a) certificates representing the Equity Interest in each New Borrower, together with assignments in blank (or such other similar deliveries as may be appropriate in the reasonable discretion of the Administrative Agent); (b) allonges joining each New Borrower to each Note; (c) a master secretary’s certificate attaching the organizational documents and authorizing resolutions for each New Borrower and any other applicable Credit Party; (d) mortgages, deeds of trust and other real estate related documentation; (e) the complete executed Purchase Agreement, certified by the Operating Company; and (f) legal opinions with respect to the above deliveries.
7. Each New Borrower represents and warrants that upon becoming a Borrower, such New Borrower, as applicable, is in compliance in all material respects, with all representations and warranties, is and shall be bound by and agrees to comply with the covenants contained in the Credit Agreement and other Credit Documents and is not in default in the performance or observation of any covenant or condition under the Credit Agreement or any Credit Document.
8. Each New Borrower hereby acknowledges and agrees that the Secured Obligations are secured by all of its assets constituting Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement and the Pledge Agreement to the same extent and with the same force and effect as if such New Borrower had originally been one of the Borrowers under the Credit Agreement and had originally executed the same as such a Borrower.
9. Except as specifically modified hereby, all of the terms and conditions of the Credit Agreement and other Credit Documents shall remain unchanged and in full force and effect.
10. Each New Borrower agrees to execute and deliver such further instruments and documents and do such further acts and things as the Administrative Agent, or the Collateral Agent, may reasonably deem necessary or proper to carry out more effectively the purposes of this Joinder and the other Credit Documents.
11. No reference to this Joinder need be made in the Credit Agreement or in any other Credit Document, and any reference to any Credit Document in any Credit Document shall be deemed a reference to the Credit Documents as modified hereby, and to include this Joinder, allonges and all other documents executed and delivered in connection herewith.
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12. This Joinder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
13. This Joinder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania.
14. This Joinder may be executed in any number of counterparts with the same affect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original.
15. Each New Borrower hereby waives acceptance of this Joinder by any of the Secured Creditors.
16. Section 10.10(e) of the Credit Agreement shall be applicable to all New Borrowers that are Controlled Non-Profits and nothing contained in this Joinder is intended to modify the limitations set forth in Section 10.10(e) with respect to the liability of such New Borrowers or the Obligations secured by the Collateral of such New Borrowers.
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This Joinder to Amended and Restated Credit Agreement and Credit Documents is hereby delivered, acknowledged and agreed to as of the date first above written.
New Borrowers
StoneMor Arkansas Subsidiary LLC
StoneMor California, Inc.
StoneMor California Subsidiary, Inc.
StoneMor Florida Subsidiary LLC
StoneMor Hawaii LLC
StoneMor Hawaii Subsidiary LLC
StoneMor Iowa LLC
StoneMor Iowa Subsidiary LLC
StoneMor Puerto Rico LLC
StoneMor Puerto Rico Subsidiary LLC
StoneMor South Carolina LLC
StoneMor South Carolina Subsidiary LLC
StoneMor Tennessee Subsidiary, Inc.
Alderwoods (Ohio) Cemetery Holdings, Inc.
Highland Memorial Park, Inc.
Hillside Memorial Park Association, Inc.
Northlawn Memorial Gardens
Sierra View Memorial Park
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named New Borrowers |
Joinder
New Borrowers Signature Page
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| Credit Parties | ||||
| STONEMOR GP LLC | ||||
| By: | /s/ Paul Waimberg | |||
| Paul Waimberg, Vice President of Finance | ||||
| STONEMOR PARTNERS L.P. | ||||
| By: | STONEMOR GP LLC its General Partner | |||
| By: | /s/ Paul Waimberg | |||
| Paul Waimberg, Vice President of Finance | ||||
| STONEMOR OPERATING LLC | ||||
| By: | /s/ Paul Waimberg | |||
| Paul Waimberg, Vice President of Finance | ||||
Joinder
Credit Parties Signature Page
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Additional Credit Parties
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
Bedford County Memorial Park LLC
Bedford County Memorial Park Subsidiary LLC
Bethel Cemetery Association
Beth Israel Cemetery Association of Woodbridge, New Jersey
Birchlawn Burial Park LLC
Birchlawn Burial Park Subsidiary, Inc.
Blue Ridge Memorial Gardens LLC
Blue Ridge Memorial Gardens Subsidiary LLC
Butler County Memorial Park LLC
Butler County Memorial Park Subsidiary, Inc.
Cedar Hill Funeral Home, Inc.
Cemetery Investments LLC
Cemetery Investments Subsidiary, Inc.
Cemetery Management Services, L.L.C.
Cemetery Management Services of Mid-Atlantic States, L.L.C.
Cemetery Management Services of Ohio, L.L.C.
Cemetery Management Services of Pennsylvania, L.L.C.
Chartiers Cemetery LLC
Chartiers Cemetery Subsidiary LLC
Clover Leaf Park Cemetery Association
CMS West LLC
CMS West Subsidiary LLC
Columbia Memorial Park LLC
Columbia Memorial Park Subsidiary, Inc.
The Coraopolis Cemetery LLC
The Coraopolis Cemetery Subsidiary LLC
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
Covenant Acquisition LLC
Covenant Acquisition Subsidiary, Inc.
Crown Hill Cemetery Association
Eloise B. Kyper Funeral Home, Inc.
Glen Haven Memorial Park LLC
Glen Haven Memorial Park Subsidiary, Inc.
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties |
Joinder
Additional Credit Parties Signature Page
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Green Lawn Memorial Park LLC
Green Lawn Memorial Park Subsidiary LLC
Henlopen Memorial Park LLC
Henlopen Memorial Park Subsidiary, Inc.
Henry Memorial Park LLC
Henry Memorial Park Subsidiary, Inc.
J.V. Walker LLC
J.V. Walker Subsidiary LLC
Juniata Memorial Park LLC
Juniata Memorial Park Subsidiary LLC
KIRIS LLC
KIRIS Subsidiary, Inc.
Lakewood/Hamilton Cemetery LLC
Lakewood/Hamilton 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 Cemetery LLC
Laurelwood Cemetery Subsidiary LLC
Laurelwood Holding Company
Legacy Estates, Inc.
Locustwood Cemetery Association
Loewen [Virginia] LLC
Loewen [Virginia] Subsidiary, Inc.
Lorraine Park Cemetery LLC
Lorraine Park Cemetery Subsidiary, Inc.
Melrose Land LLC
Melrose Land Subsidiary LLC
Modern Park Development LLC
Modern Park Development Subsidiary, Inc.
Morris Cemetery Perpetual Care Company
Mount Lebanon Cemetery LLC
Mount Lebanon Cemetery Subsidiary LLC
Mt. Airy Cemetery LLC
Mt. Airy Cemetery Subsidiary LLC
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 Pennsylvania Subsidiary LLC
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties |
Joinder
Additional Credit Parties Signature Page
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Osiris Holding of Rhode Island LLC
Osiris Holding of Rhode Island Subsidiary, Inc.
Osiris Management, Inc.
Osiris Telemarketing Corp.
Perpetual Gardens.Com, Inc.
The Prospect Cemetery LLC
The Prospect Cemetery Subsidiary LLC
Prospect Hill Cemetery LLC
Prospect Hill Cemetery Subsidiary LLC
PVD Acquisitions LLC
PVD Acquisitions Subsidiary, Inc.
Riverside Cemetery LLC
Riverside Cemetery Subsidiary LLC
Riverview Memorial Gardens LLC
Riverview Memorial Gardens Subsidiary LLC
Rockbridge Memorial Gardens LLC
Rockbridge Memorial Gardens Subsidiary Company
Rolling Green Memorial Park LLC
Rolling Green Memorial Park Subsidiary LLC
Rose Lawn Cemeteries LLC
Rose Lawn Cemeteries Subsidiary, Incorporated
Roselawn Development LLC
Roselawn Development Subsidiary Corporation
Russell Memorial Cemetery LLC
Russell Memorial Cemetery Subsidiary, Inc.
Shenandoah Memorial Park LLC
Shenandoah Memorial Park Subsidiary, Inc.
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.
Stephen R. Haky Funeral Home, Inc.
Stitham LLC
Stitham Subsidiary, Incorporated
StoneMor Alabama LLC
StoneMor Alabama Subsidiary, Inc.
StoneMor Colorado LLC
StoneMor Colorado Subsidiary LLC
StoneMor Georgia LLC
StoneMor Georgia Subsidiary, Inc.
StoneMor Illinois LLC
StoneMor Illinois Subsidiary LLC
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties |
Joinder
Additional Credit Parties Signature Page
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StoneMor Indiana LLC
StoneMor Indiana Subsidiary LLC
StoneMor Kansas LLC
StoneMor Kansas Subsidiary LLC
StoneMor Kentucky LLC
StoneMor Kentucky Subsidiary LLC
StoneMor Michigan LLC
StoneMor Michigan Subsidiary LLC
StoneMor Missouri LLC
StoneMor Missouri Subsidiary LLC
StoneMor North Carolina LLC
StoneMor North Carolina Funeral Services, Inc.
StoneMor North Carolina Subsidiary LLC
StoneMor Oregon LLC
StoneMor Oregon Subsidiary LLC
StoneMor Pennsylvania LLC
StoneMor Pennsylvania Subsidiary LLC
StoneMor Washington, Inc.
StoneMor Washington 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
Tioga County Memorial Gardens LLC
Tioga County Memorial Gardens Subsidiary LLC
Tri-County Memorial Gardens LLC
Tri-County Memorial Gardens Subsidiary LLC
Twin Hills Memorial Park and Mausoleum LLC
Twin Hills Memorial Park and Mausoleum Subsidiary LLC
The Valhalla Cemetery Company LLC
The Valhalla Cemetery Subsidiary Corporation
Virginia Memorial Service LLC
Virginia Memorial Service Subsidiary Corporation
WNCI LLC
W N C Subsidiary, Inc.
Westminster Cemetery LLC
Westminster Cemetery Subsidiary LLC
Wicomico Memorial Parks LLC
Wicomico Memorial Parks Subsidiary, Inc.
Willowbrook Management Corp.
Woodlawn Memorial Gardens LLC
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties |
Joinder
Additional Credit Parties Signature Page
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Woodlawn Memorial Gardens Subsidiary LLC
Woodlawn Memorial Park LLC
Woodlawn Memorial Park Subsidiary LLC
| By: | /s/ Paul Waimberg | |
| Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties |
Joinder
Additional Credit Parties Signature Page
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| ACKNOWLEDGED BY: | ||
| BANK OF AMERICA, N.A., as Collateral Agent | ||
| By: | /s/ Matthew S. Hichborn | |
| Name: | Matthew S. Hichborn | |
| Title: | Assistant Vice President | |
Joinder
Collateral Agent Signature Page
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SCHEDULE A
ADDITION TO ANNEX C TO SECURITY AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
| Name of Debtor (Exact Legal Name) | Jurisdiction of Organization/ Location | Type of Organization | Organizational ID Number | Prior Name | Successor By | |||||
| StoneMor Arkansas Subsidiary LLC | Arkansas | Limited Liability Company | 800121002 | N/A | N/A | |||||
| StoneMor California, Inc. | California | Corporation | ###-###-#### | N/A | N/A | |||||
| StoneMor California Subsidiary, Inc. | California | Corporation | ###-###-#### | N/A | N/A | |||||
| StoneMor Florida Subsidiary LLC | Florida | Limited Liability Company | L07000105449 | N/A | N/A | |||||
| StoneMor Hawaii LLC | Hawaii | Limited Liability Company | 56677 C5 | N/A | N/A | |||||
| StoneMor Hawaii Subsidiary LLC | Hawaii | Limited Liability Company | 56820 C5 | N/A | N/A | |||||
| StoneMor Iowa LLC | Iowa | Limited Liability Company | 353116 | N/A | N/A | |||||
| StoneMor Iowa Subsidiary LLC | Iowa | Limited Liability Company | 353115 | N/A | N/A | |||||
| StoneMor Puerto Rico LLC | Puerto Rico | Limited Liability Company | 819 | N/A | N/A | |||||
| StoneMor Puerto Rico Subsidiary LLC | Puerto Rico | Limited Liability Company | 820 | N/A | N/A | |||||
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| StoneMor South Carolina LLC | South Carolina | Limited Liability Company | 071025-0124 | N/A | N/A | |||||
| StoneMor South Carolina Subsidiary LLC | South Carolina | Limited Liability Company | 071025-0126 | N/A | N/A | |||||
| StoneMor Tennessee Subsidiary, Inc. | Tennessee | Corporation | 0561540 | N/A | N/A | |||||
| Alderwoods (Ohio) Cemetery Holdings, Inc. | Ohio | Not for profit corporation | 691797 | Forest Hills Memorial Gardens, Inc. | Name Change | |||||
| Highland Memorial Park, Inc. | Ohio | Not for profit corporation | 323052 | N/A | N/A | |||||
| Hillside Memorial Park Association, Inc. | Ohio | Not for profit corporation | 132585 | Ellet Memorial Cemetery Association, Inc. | Name Change | |||||
| Northlawn Memorial Gardens | Ohio | Not for profit corporation | 545880 | N/A | N/A | |||||
| Sierra View Memorial Park | California | Not for profit corporation | 129581 | N/A | N/A | |||||
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ADDITION TO ANNEX A TO PLEDGE AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
| Pledgor (Exact Legal Name) | Jurisdiction of Organization/ Location | Type of Organization | Organizational ID Number | |||
| StoneMor Arkansas Subsidiary LLC | Arkansas | Limited Liability Company | 800121002 | |||
| StoneMor California, Inc. | California | Corporation | ###-###-#### | |||
| StoneMor California Subsidiary, Inc. | California | Corporation | ###-###-#### | |||
| StoneMor Florida Subsidiary LLC | Florida | Limited Liability Company | L07000105449 | |||
| StoneMor Hawaii LLC | Hawaii | Limited Liability Company | 56677 C5 | |||
| StoneMor Hawaii Subsidiary LLC | Hawaii | Limited Liability Company | 56820 C5 | |||
| StoneMor Iowa LLC | Iowa | Limited Liability Company | 353116 | |||
| StoneMor Iowa Subsidiary LLC | Iowa | Limited Liability Company | 353115 | |||
| StoneMor Puerto Rico LLC | Puerto Rico | Limited Liability Company | 819 | |||
| StoneMor Puerto Rico Subsidiary LLC | Puerto Rico | Limited Liability Company | 820 | |||
| StoneMor South Carolina LLC | South Carolina | Limited Liability Company | 071025-0124 | |||
| StoneMor South Carolina Subsidiary LLC | South Carolina | Limited Liability Company | 071025-0126 | |||
| StoneMor Tennessee Subsidiary, Inc. | Tennessee | Corporation | 0561540 | |||
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| Pledgor (Exact Legal Name) | Jurisdiction of Organization/ Location | Type of Organization | Organizational ID Number | |||
| Alderwoods (Ohio) Cemetery Holdings, Inc. | Ohio | Not for profit corporation | 691797 | |||
| Highland Memorial Park, Inc. | Ohio | Not for profit corporation | 323052 | |||
| Hillside Memorial Park Association, Inc. | Ohio | Not for profit corporation | 132585 | |||
| Northlawn Memorial Gardens | Ohio | Not for profit corporation | 545880 | |||
| Sierra View Memorial Park | California | Not for profit corporation | 129581 | |||
ADDITION TO ANNEX D TO PLEDGE AGREEMENT
LIST OF LIMITED LIABILITY INTERESTS
| Entity | Units Issued | Ownership of Equity Outstanding | ||
| StoneMor California Subsidiary, Inc. | 100 shares common stock | Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued. | ||
| StoneMor California Subsidiary, Inc. | 100 shares common stock | Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued. | ||
| StoneMor Tennessee Subsidiary, Inc. | 100 shares common stock | Cornerstone Family Services of West Virginia Subsidiary, Inc., 100% of outstanding equity issued. | ||
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ADDITION TO ANNEX D TO PLEDGE AGREEMENT
LIST OF LIMITED LIABILITY INTERESTS
| Entity | Units Issued | Ownership of Equity Outstanding | ||
| StoneMor Arkansas Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
| StoneMor Florida Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
| StoneMor Hawaii LLC | 100 membership units | StoneMor Operating LLC | ||
| StoneMor Hawaii Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
| StoneMor Iowa LLC | 100 membership units | StoneMor Operating LLC | ||
| StoneMor Iowa Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
| StoneMor Puerto Rico LLC | 100 membership units | StoneMor Operating LLC | ||
| StoneMor Puerto Rico Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
| StoneMor South Carolina LLC | 100 membership units | StoneMor Operating LLC | ||
| StoneMor South Carolina Subsidiary LLC | 100 membership units | Cornerstone Family Services of West Virginia Subsidiary, Inc. | ||
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