FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P.Limited Partnership Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • Delaware
This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P., dated as of September 20, 2004, is entered into by and between StoneMor GP LLC, as the General Partner, and Cornerstone Family Services LLC, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • Delaware
THIS AGREEMENT is effective September 20, 2004, between StoneMor GP LLC, a Delaware limited liability company (the “Company”), and the undersigned director of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • Delaware
Agreement effective as of September 20, 2004, (the “Effective Date”), by and between StoneMor GP, LLC, a Delaware limited liability company (the “Company”), and Robert P. Stache (the “Executive”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • New York
The undersigned, STONEMOR GP LLC, a Delaware limited liability company (the “General Partner”), STONEMOR PARTNERS L.P., a Delaware limited partnership (the “Parent”), STONEMOR OPERATING LLC, a Delaware limited liability company (the “Company”), and each other Subsidiary of the Parent listed on the signature pages hereof under the heading “Subsidiary Issuers” (individually a “Subsidiary Issuer” and collectively the “Subsidiary Issuers”; and the Subsidiary Issuers and the Company individually an “Issuer” and collectively the “Issuers”) hereby agree with each of you (individually a “Purchaser” and collectively the “Purchasers”) as follows:
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among STONEMOR GP LLC, STONEMOR PARTNERS L.P., STONEMOR OPERATING LLC, AND VARIOUS SUBSIDIARIES, as Credit Parties, VARIOUS LENDERS AND NOTEHOLDERS, and FLEET NATIONAL BANK, as Administrative Agent and...Intercreditor and Collateral Agency Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • Pennsylvania
This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated September 20, 2004, and entered into 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 party to the Loan Documents (as defined below) (together with the Operating Company, each individually a “Borrower” and collectively, the “Borrowers”), the Lenders, the Noteholders, and FLEET NATIONAL BANK, a Bank of America company, a national banking association (“Fleet”), in its capacity as administrative agent for the Lender Creditors (as defined below) (together with its successors and assigns from time to time, the “Administrative Agent”), and in its capacity as collateral agent for the Secured Creditors (as defined below) (together with its successors and assigns from time to time, the “Collat
OMNIBUS AGREEMENT among McCOWN DE LEEUW & CO. IV, L.P., McCOWN DE LEEUW & CO. IV ASSOCIATES, L.P., MDC MANAGEMENT COMPANY IV, LLC, DELTA FUND LLC, CORNERSTONE FAMILY SERVICES LLC CFSI LLC, STONEMOR PARTNERS L.P., STONEMOR GP LLC and STONEMOR OPERATING LLCOmnibus Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services
THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among McCown De Leeuw & Co. IV, L.P., a California limited partnership (“MDC Fund IV”), McCown De Leeuw IV Associates, L.P., a California limited partnership (“MDC Fund IV Associates”), MDC Management Company IV, LLC, a California limited liability company, for itself and in its capacity as general partner of MDC Fund IV and MDC Fund IV Associates, Delta Fund LLC, a California limited liability company, (collectively, the “MDC Group”), Cornerstone Family Services LLC, a Delaware limited liability company (“CFS LLC”), CFSI LLC, a Delaware limited liability company (“CFSI LLC”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), for itself and on behalf of the Partnership in its capacity as general partner of the Partnership, and StoneMor Operating LLC, a Delaw
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT STONEMOR PARTNERS L.P.Contribution, Conveyance and Assumption Agreement • November 15th, 2004 • Stonemor Partners Lp • Services-personal services • Pennsylvania
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of September 20, 2004, is entered into by and among StoneMor Partners L.P., a Delaware limited partnership (the “MLP”); StoneMor GP LLC, a Delaware limited liability company (the “GP”); CFSI LLC, a Delaware limited liability company (“CFSI LLC”) and formerly known as Cornerstone Family Services, Inc., a Delaware corporation (“CFSI”); and StoneMor Operating LLC, a Delaware limited liability company (the “OLP”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
