Stonemor Partners Lp Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P.
Stonemor Partners Lp • November 15th, 2004 • 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:

AutoNDA by SimpleDocs
EXHIBIT 10.2 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT STONEMOR PARTNERS L.P.
Conveyance and Assumption Agreement • June 4th, 2004 • Stonemor Partners Lp • Services-personal services • Pennsylvania
INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 22nd, 2019 • Stonemor Partners Lp • Services-personal services • Delaware

THIS AGREEMENT dated July 16, 2019 is made by and between StoneMor GP LLC, a Delaware limited liability company (the “Company”), and the undersigned (“Indemnitee”).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P.
Partnership Agreement • June 28th, 2019 • Stonemor Partners Lp • Services-personal services • Delaware

This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P., dated as of June 27, 2019 (the “Partnership Agreement”) is entered into by and between StoneMor GP LLC, as the General Partner, and the other Persons that are or become Partners in the Partnership or parties hereto as provided herein.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2013 • Stonemor Partners Lp • Services-personal services • Delaware

WHEREAS, the Executive and the Company are parties to an employment agreement effective as of September 20, 2004, as amended effective January 1, 2008 (the “Prior Employment Agreement”); and

DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. 2014 LONG-TERM INCENTIVE PLAN
Restricted Phantom Unit Agreement • June 18th, 2018 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This Director Restricted Phantom Unit Agreement (the “Agreement”) entered into as of June 15, 2018 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and Stephen J. Negrotti, a director of the Company (the “Participant”).

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated December 19, 2014 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.,...
Credit Agreement • December 23rd, 2014 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into on December 19, 2014, 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”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION and TD BANK, N.A., as Co-Syndication Agents, and RAYMOND JAMES BANK, N.A., as Documentation Agent.

KEY EMPLOYEE UNIT AGREEMENT UNDER THE
Key Employee Unit Agreement • April 16th, 2019 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of April 15, 2019 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and Joseph M. Redling (the “Participant”), a key employee of the Company of its Affiliates (as defined in the Plan).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 5th, 2017 • Stonemor Partners Lp • Services-personal services • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 4, 2016 among STONEMOR OPERATING LLC, a Delaware limited liability company, the other BORROWERS party hereto, the LENDERS from time to time party hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, and TD BANK, N.A. and RAYMOND JAMES BANK, N.A., as Co-Documentation Agents.

EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2019 • Stonemor Partners Lp • Services-personal services • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on September 19, 2019 (the “Effective Date”), by and between StoneMor GP LLC, a Delaware limited liability company (the “Company”) and the General Partner of StoneMor Partners, L.P. (the “Partnership”), and Jeffrey DiGiovanni (the “Executive”). The Company and Executive are each sometimes referred to herein as “Party,” and both of them, together, are sometimes referred to herein as the “Parties.”

UNIT APPRECIATION RIGHTS AGREEMENT UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
Unit Appreciation Rights Agreement • March 17th, 2014 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Appreciation Rights Agreement (the “Agreement”) entered into as of October 22, 2013 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and David Meyers, a key employee of the Company or its Affiliates (the “Participant”).

KEY EMPLOYEE UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. 2014 LONG-TERM INCENTIVE PLAN
Key Employee Unit Agreement • November 9th, 2016 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of July 5, 2016 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and Austin So, a key employee (the “Participant”) of the Company or its Affiliates (as defined in the Plan).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2007 • Stonemor Partners Lp • Services-personal services

Agreement effective as of January 1, 2008, by and between StoneMor GP, LLC, a Delaware limited liability company (the “Company”), and Michael L. Stache (the “Executive”).

DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT UNDER STONEMOR AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN
Director Restricted Phantom Unit Agreement • July 22nd, 2019 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This Director Restricted Phantom Unit Agreement (the “Agreement”) entered into as of July 16, 2019 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and David Miller, a director of the Company (the “Participant”).

ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • March 30th, 2010 • Stonemor Partners Lp • Services-personal services • Delaware

This ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) dated this 30th day of March, 2010, is made by and among STONEMOR OPERATING LLC, a Delaware limited liability company (“StoneMor LLC”), joined herein by STONEMOR MICHIGAN LLC, a Michigan limited liability company (“Buyer LLC”) and STONEMOR MICHIGAN SUBSIDIARY LLC, a Michigan limited liability company (“Buyer NQ Sub” and individually and collectively with StoneMor LLC and Buyer LLC, “Buyer”), and SCI FUNERAL SERVICES, LLC, an Iowa limited liability company (“Parent”), SCI MICHIGAN FUNERAL SERVICES, INC., a Michigan corporation (“SCI Michigan”, and together with Parent, “SCI”), HILLCREST MEMORIAL COMPANY, a Delaware corporation (“Hillcrest”), CHRISTIAN MEMORIAL CULTURAL CENTER, INC., a Michigan corporation (“Christian”), SUNRISE MEMORIAL GARDENS CEMETERY, INC., a Michigan corporation (“Sunrise”), and FLINT MEMORIAL PARK ASSOCIATION, a Michigan corporation (“Flint”) (Sunrise, Hillcrest, Christian and Flint are individually and collectiv

ASSET SALE AGREEMENT
Asset Sale Agreement • December 5th, 2019 • Stonemor Partners Lp • Services-personal services • Delaware

This ASSET SALE AGREEMENT (“Agreement”) is dated as of this 4th day of December, 2019, by and among Carriage Funeral Holdings, Inc., a Delaware corporation, and/or its affiliated assignee as permitted hereunder (all of the foregoing individually and collectively herein referred to as “Buyer”) and StoneMor California, Inc., a California corporation, and StoneMor California Subsidiary, Inc., a California corporation, (the foregoing two California corporations individually and collectively herein referred to as “Seller”). Seller and Buyer are sometimes hereinafter collectively referred to as the “parties” and individually as a “party”. Capitalized terms used herein not initially defined are subsequently defined hereinafter.

Information Agent Agreement
Information Agent Agreement • September 23rd, 2019 • Stonemor Partners Lp • Services-personal services • New York

This letter agreement (this “Agreement”) by and between D.F. King & Co., Inc. (“King”), and StoneMor Partners L.P. (the “Company”), sets forth the terms and conditions of the engagement of King by the Company, in connection with the offer (the “Rights Offer”) by the Company to issue Subscription Rights to holders of common units (the “Holders”). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Rights Offering (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Prospectus.

FIRST AMENDMENT TO MERGER AND REORGANIZATION AGREEMENT
Merger and Reorganization Agreement • May 1st, 2019 • Stonemor Partners Lp • Services-personal services

THIS FIRST AMENDMENT, dated as of April 30, 2019 (this “Amendment”), to the Merger Agreement (as defined below) is entered into by and among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“Merger Sub,” and together with the Partnership, GP and GP Holdings, the “Parties”).

STONEMOR PARTNERS L.P. CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC. $175,000,000 7 7/8% Senior Notes due 2021 PURCHASE AGREEMENT
Purchase Agreement • May 17th, 2013 • 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, National Association, 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 “Depository”) 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 Depository.

SECOND AMENDED AND RESTATED SECURITY AGREEMENT among STONEMOR OPERATING LLC, VARIOUS ADDITIONAL BORROWERS, STONEMOR GP LLC, STONEMOR PARTNERS L.P., and BANK OF AMERICA, N.A., as Collateral Agent dated December 19, 2014
Security Agreement • December 23rd, 2014 • Stonemor Partners Lp • Services-personal services • Pennsylvania

SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated December 19, 2014 (as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this “Agreement”), among each of the undersigned (each, an “Debtor” and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the “Debtors”) and Bank of America, N.A., as collateral agent (the “Collateral Agent”), for the benefit of the Secured Parties (as defined below).

STONEMOR PARTNERS L.P. (a Delaware limited partnership) 2,600,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: May 29, 2014
Underwriting Agreement • June 3rd, 2014 • Stonemor Partners Lp • Services-personal services • New York
AutoNDA by SimpleDocs
NOTE PURCHASE AGREEMENT
Note 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

EXECUTIVE RESTRICTED UNIT AGREEMENT UNDER THE
Executive Restricted Unit Agreement • March 23rd, 2018 • Stonemor Partners Lp • Services-personal services

This Restricted Unit Agreement (the “Agreement”) entered into as of March 19, 2018 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and Mark L. Miller, an executive of the Company (the “Participant”).

ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • October 4th, 2006 • Stonemor Partners Lp • Services-personal services • Delaware

This ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) dated this 28th day of September, 2006, is made by and among STONEMOR OPERATING LLC, a Delaware limited liability company (“StoneMor LLC”), joined herein by those of its direct and indirect subsidiary entities which are listed in the “Operating LLC” column on Exhibit A attached hereto (all such entities individually and collectively referred to herein as “Buyer LLC”) and those of its direct and indirect subsidiary entities which are listed in the “NQ Sub” column on Exhibit A attached hereto (all such entities individually and collectively referred to herein as “Buyer NQ Sub” and individually and collectively with StoneMor LLC and Buyer LLC, “Buyer”), and SCI FUNERAL SERVICES, INC., an Iowa corporation (“SCI”), joined herein by those of its direct and indirect subsidiary entities which are listed in the “Subsidiary Owner” column on Exhibit B attached hereto (SCI and all such direct and indirect subsidiary entities individually and col

REGISTRATION RIGHTS AGREEMENT by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc., the Initial Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of May 28, 2013
Registration Rights Agreement • May 28th, 2013 • Stonemor Partners Lp • Services-personal services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2013, by and among StoneMor Partners L.P., a Delaware limited partnership (the “Company”) and Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co,” together with the Company, the “Issuers”), the entities listed on Schedule A hereto (the “Initial Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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’ 7 7/8% Senior Notes due 2021 (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 collectively referred to as the “Securities.”

FORM OF ACQUISITION NOTE
Stonemor Partners Lp • September 27th, 2010 • Services-personal services

FOR VALUE RECEIVED, each of undersigned borrowers (individually a “Borrower”, and collectively the “Borrowers”), hereby promises to pay to the order of ____________ or its permitted registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds on the Maturity Date of the Acquisition Facility, the principal sum of ____________________ U.S. DOLLARS ($________) or, if less, the unpaid principal amount of all Acquisition Loans made by the Lender pursuant to the Credit Agreement (as defined below), payable at such times and in such amounts as are specified in the Credit Agreement.

Contract
Supplemental Indenture • December 31st, 2019 • Stonemor Partners Lp • Services-personal services • New York

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”).

THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • August 17th, 2017 • Stonemor Partners Lp • Services-personal services • New York

This THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Limited Waiver”), entered into as of August 16, 2017 but with an effective date as of August 15, 2017 (the “Effective Date”), is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

STONEMOR PARTNERS L.P., AND CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC., as Issuers, AND CERTAIN SUBSIDIARIES OF THE PARTNERSHIP as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 28, 2013...
Indenture • May 28th, 2013 • Stonemor Partners Lp • Services-personal services • New York

THIS INDENTURE, dated as of May 28, 2013, is among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone” and, together with the Partnership, the “Issuers”), certain subsidiaries of the Partnership as the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 9th, 2011 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment”) dated August 4, 2011, 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, 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2006 • Stonemor Partners Lp • Services-personal services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of September 28, 2006, is entered into by and between STONEMOR PARTNERS L.P., a Delaware limited partnership (the “Company”), acting by its General Partner, STONEMOR GP LLC (a Delaware limited liability company), and SCI NEW MEXICO FUNERAL SERVICES, INC., an New Mexico corporation (“SCI”).

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.

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P. a Delaware limited partnership
Stonemor Partners Lp • December 31st, 2019 • Services-personal services • Delaware

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P., dated as of December 31, 2019 (this “Agreement”), is entered into by and between StoneMor Inc., a Delaware corporation, as general partner (“General Partner”), and the other Persons that are or become Partners in the Partnership or parties hereto as provided herein.

Time is Money Join Law Insider Premium to draft better contracts faster.