PURCHASE AGREEMENTPurchase Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • New York
The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuers, the Initial Guarantors (as defined below) and Wilmington Trust Company, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
REGISTRATION RIGHTS AGREEMENT by and among StoneMor Operating LLC, Cornerstone Family Services of West Virginia Subsidiary, Inc., Osiris Holding of Maryland Subsidiary, Inc., the Initial Guarantors party hereto and Banc of America Securities LLC Dated...Registration Rights Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 24, 2009, by and among StoneMor Operating LLC, a Delaware limited liability company (the “Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), and Osiris Holding of Maryland Subsidiary, Inc. (“Osiris Co,” together with the Company and Cornerstone Co, the “Issuers”), the entities listed on Schedule A hereto (the “Initial Guarantors”), and Banc of America Securities LLC, as representative of the initial purchasers listed on Schedule A to the Purchase Agreement (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 10 1/4% Senior Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Initial Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectivel
STONEMOR OPERATING LLC, CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC., AND OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC. as Issuers, STONEMOR PARTNERS L.P. AND CERTAIN OF ITS SUBSIDIARIES NAMED HEREIN as Guarantors, and WILMINGTON TRUST...Indenture • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • New York
INDENTURE, dated as of November 24, 2009, among StoneMor Operating LLC, a Delaware limited liability company (the “Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and together with Cornerstone Co and the Company, the “Issuers”), StoneMor Partners L.P. (the “Partnership”), a Delaware limited partnership, and certain of its subsidiaries as the Guarantors (as defined herein) and Wilmington Trust FSB, as trustee (the “Trustee”).
THIRD AMENDMENT TO AMENDMENT AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Third Amendment”), dated July 1, 2009, is by and among 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”), the Subsidiaries of the Parent set forth on the signature pages hereto (together with the Company, each individually an “Issuer” and collectively, the “Issuers” and together with the General Partner and the Parent, each individually a “Credit Party” and collectively, the “Credit Parties”) and the Noteholders (as defined below) party hereto.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • Pennsylvania
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment”), dated July 6, 2009, is 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 hereto (together with the Operating Company, each individually a “Borrower” and collectively, the “Borrowers” and together with the General Partner and the Partnership, each individually a “Credit Party” and collectively, the “Credit Parties”), the lenders party hereto (the “Lenders”), and Bank of America, N.A., a national banking association, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”).
FOURTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Fourth Amendment”), dated November 24, 2009, is by and among 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”), the Subsidiaries of the Parent set forth on the signature pages hereto (together with the Company, each individually an “Issuer” and collectively, the “Issuers” and together with the General Partner and the Parent, each individually a “Credit Party” and collectively, the “Credit Parties”) and the Noteholders (as defined below) party hereto.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 24th, 2009 • Stonemor Partners Lp • Services-personal services • Pennsylvania
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Fourth Amendment”) dated November 24, 2009, is 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 hereto (together with the Operating Company, each individually a “Borrower” and collectively, the “Borrowers” and together with the General Partner and the Partnership, each individually a “Credit Party” and collectively, the “Credit Parties”), the existing and joining lenders party hereto (collectively, the “Lenders”), and Bank of America, N.A., a national banking association, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), and as Swing Line Lender and L/C Issuer.
