Summary of STONEMOR PARTNERS LP

Entry into a Material Definitive Agreement, Creation of a Direct Financial O

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On November 18, 2009, StoneMor Partners L.P. (the "Partnership") entered into a Purchase Agreement (the "Purchase Agreement") by and among StoneMor Operating LLC (the "Operating Company"), Cornerstone Family Services of West Virginia Subsidiary, Inc. ("CFS West Virginia"), Osiris Holding of Maryland Subsidiary, Inc. ("Osiris"), the Partnership, the subsidiary guarantors named in the Purchase Agreement (together with the Partnership, the "Guarantors") and Banc of America Securities LLC ("BAS"), acting on behalf of itself and as the representative for the other initial purchasers named in the Purchase Agreement (collectively, the "Initial Purchasers"). Pursuant to the Purchase Agreement, the Operating Company, CFS West Virginia and Osiris (collectively, the "Issuers"), each a wholly-owned subsidiary of the Partnership, as joint and several obligors, agreed to sell to the Initial Purchasers $150.0 million aggregate principal amount of 10.25% Senior Notes due 2017 (the "Notes"), with original issue discount of approximately $4.0 million, in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), for resale by the Initial Purchasers (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act or
(ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act (the "Notes Offering"). The Notes Offering closed on November 24, 2009.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers, the Partnership and the other Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Issuers, the Partnership and the other Guarantors also agreed to enter into a Registration Rights Agreement (described below) for the benefit of holders of the Notes.

The Initial Purchasers, or their affiliates, have provided in the past and may provide in the future investment banking, commercial lending and financial advisory services to the Partnership and its affiliates. Affiliates of Banc of America Securities LLC, TD Securities (USA) LLC and Raymond James & Associates, Inc., Initial Purchasers under the Notes Offering, are lenders and/or agents under the Fourth Amendment to Credit Agreement (as defined below). In addition, Raymond James & Associates, Inc. was the underwriter for the Partnership's public offering of 1,275,000 common units representing limited partner interests, which closed on November 24, 2009 (the "Units Offering").

The net proceeds from the Notes Offering and Units Offering were used, in part, to repay borrowings under the Revolving Facility and the Acquisition Facility (each as defined below), and to redeem a portion of the aggregate principal amount of outstanding 11.00% Series B Senior Secured Notes due 2012 (the "Series B Notes").

Indenture

On November 24, 2009, the Issuers, the Partnership and the other Guarantors entered into an indenture (the "Indenture"), among the Issuers, the Partnership, the other Guarantors and Wilmington Trust FSB, as trustee (the "Trustee") governing the Notes.

The Issuers will pay 10.25% interest per annum on the principal amount of the Notes, payable in cash semi-annually in arrears on June 1 and December 1 of each year, starting on June 1, 2010. The Notes mature on December 1, 2017.

The Notes are senior unsecured obligations of the Issuers and:

• rank equally in right of payment with all existing and future senior unsecured debt of the Issuers;

• rank senior in right of payment to all existing and future senior subordinated and subordinated debt of the Issuers;

• are effectively subordinated in right of payment to existing and future secured debt of the Issuers, to the extent of the value of the assets securing such debt; and

• are structurally subordinated to all of the existing and future liabilities of each subsidiary of the Issuers that does not guarantee the Notes.

The Issuers' obligations under the Notes and the Indenture are jointly and severally guaranteed (the "Note Guarantees") by the Partnership and each subsidiary, other than the Issuers, that is a guarantor of any indebtedness under the Credit Agreement (as defined below), or is a borrower under the Credit Agreement and each other subsidiary that the Issuers shall otherwise cause to become a Guarantor pursuant to the terms of the Indenture (each, a "Restricted Subsidiary").

At any time on or after December 1, 2013, the Issuers, at their option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning December 1 of the years indicated:

                                               Optional
                                              Redemption
                        Year                    Price
                        2013                     105.125 %
                        2014                     102.563 %
                        2015 and thereafter          100 %

At any time prior to December 1, 2013, the Issuers may, on one or more occasions, redeem all or any portion of the Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture) as of the date of redemption, including accrued and unpaid interest to the redemption date.

In addition, at any time prior to December 1, 2012, the Issuers, at their option, may redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of certain equity offerings of the Partnership described in the Indenture at a redemption price equal to 110.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the redemption date provided, however, that
(i) at least 65% of the aggregate principal amount of the Notes issued under the Indenture remain outstanding immediately after the occurrence of such redemption and (ii) the redemption occurs within 90 days of the closing date of such offering.

Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Notes will have the right to require the Issuers to purchase that holder's Notes for a cash price equal to 101% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase.

The Indenture requires the Partnership, the Issuers and/or the Guarantors, as applicable, to comply with various covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Partnership's and its subsidiaries' ability to (i) incur additional indebtedness; (ii) make certain dividends, distributions, redemptions or investments; (iii) enter into certain transactions with affiliates; (iv) create, incur, assume or permit to exist certain liens against their assets; (v) make certain sales of their assets; and
(vi) engage in certain mergers, consolidations or sales of all or substantially all of their assets. The Indenture also contains various affirmative covenants regarding, among other things, delivery of certain reports filed with the SEC and materials required pursuant to Rule 144A under the Securities Act to holders of the Notes and joinder of future subsidiaries as Guarantors under the Indenture.

Events of default under the Indenture that could, subject to certain conditions, cause all amounts owing under the Notes to become immediately due and payable include, but are not limited to, the following:

(1) failure by the Issuers to pay interest on any of the Notes when it becomes due and the continuance of any such failure for 30 days;

(2) failure by the Issuers to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3) the Issuers' failure to comply with the agreements and covenants relating to limitations on entering into certain mergers, consolidations or sales of all or substantially all of their assets or in respect of their obligations to purchase the Notes in connection with a Change of Control;

(4) failure by the Partnership or the Issuers to comply with any other agreement or covenant in the Indenture and the continuance of this failure for 60 days after notice of the failure has been given to the Partnership by the Trustee or holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

. . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
4.1            Indenture, dated as of November 24, 2009, by and among StoneMor Partners
               L.P., StoneMor Operating LLC, Cornerstone Family Services of West
               Virginia Subsidiary, Inc., Osiris Holding of Maryland Subsidiary, Inc.,
               the guarantors named therein and Wilmington Trust Company, as trustee.

4.2            Form of 10.25% Senior Note due 2017 (included in Exhibit 4.1).

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4.3      Registration Rights Agreement, dated as of November 24, 2009, by and
         among StoneMor Partners L.P., StoneMor Operating LLC, Cornerstone Family
         Services of West Virginia Subsidiary, Inc., Osiris Holding of Maryland
         Subsidiary, Inc., the Initial Guarantors party thereto and Banc of
         America Securities LLC.

4.4      Form of Revolving Credit Note dated November 24, 2009.

4.5      Form of Acquisition Note dated November 24, 2009.

10.1     Purchase Agreement, dated November 18, 2009, by and among StoneMor
         Partners L.P., StoneMor Operating LLC, Cornerstone Family Services of
         West Virginia Subsidiary, Inc., Osiris Holding of Maryland Subsidiary,
         Inc., the guarantors named therein and Banc of America Securities LLC,
         acting on behalf of itself and as the representative for the purchasers
         named therein.

10.2     Fourth Amendment to Amended and Restated Credit Agreement, dated
         November 24, 2009, by and among StoneMor GP LLC, StoneMor Partners L.P.,
         StoneMor Operating LLC, certain Subsidiaries of StoneMor Operating LLC,
         the Lenders and Bank of America, N.A.

10.3     Fourth Amendment to Amended and Restated Note Purchase Agreement, dated
         November 24, 2009, by and among StoneMor GP LLC, StoneMor Partners L.P.,
         StoneMor Operating LLC, certain Subsidiaries of StoneMor Partners L.P.
         and the Noteholders.

10.4     Third Amendment to Amended and Restated Credit Agreement, dated July 6,
         2009, by and among StoneMor GP LLC, StoneMor Partners L.P., StoneMor
         Operating LLC, certain Subsidiaries of StoneMor Operating LLC, the
         Lenders and Bank of America, N.A.

10.5     Third Amendment to Amended and Restated Note Purchase Agreement, dated
         July 1, 2009, by and among StoneMor GP LLC, StoneMor Partners L.P.,
         StoneMor Operating LLC, certain Subsidiaries of StoneMor Partners L.P.
         and the Noteholders.