EX-10.1.12



 Exhibit 10.1.12 

EXECUTION VERSION 
 SECOND
AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT 
 AGREEMENT 

This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated November 12, 2015,
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, 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. 

BACKGROUND 
 A. Pursuant
to that certain Fourth Amended and Restated Credit Agreement, entered into on December 19, 2014, by and among the Credit Parties, the lenders party thereto (the “Lenders”) and the Administrative Agent, as amended by that
certain First Amendment to Fourth Amended and Restated Credit Agreement, entered into on July 10, 2015, by and among the Credit Parties, the Lenders and the Administrative Agent (the “Credit Agreement”), the Lenders agreed,
inter alia, to extend to the Borrowers a revolving credit facility in the maximum aggregate principal amount of One Hundred Eighty Million Dollars ($180,000,000). Capitalized terms used, but not otherwise defined, herein shall have the
meanings given to them in the Credit Agreement. 
 B. The Borrowers have requested that the Lenders amend the Credit Agreement to eliminate
the aggregate principal amount limitation on the issuance of High Yield Notes. 
 C. The Lenders party hereto are willing to agree to such
amendment on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, at the request of the Credit Parties, and based on
the representations set forth below, the Lenders hereto agree as follows: 
 1. Amendment to Section 1.01. The following term
set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Future High
Yield Notes” means any senior unsecured notes issued after the Closing Date, from time to time, pursuant to, and in accordance with a High Yield Note Indenture, meeting each of the following requirements: (a) [Intentionally Omitted];
(b) the terms of such notes are substantially similar in all material respects to, or are more favorable to the Credit Parties than, the High Yield Notes then outstanding (provided that (i) the scheduled maturity date for any
principal payment under such notes shall not be prior 

  
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to June 1, 2021 and (ii) the interest rate payable on such notes shall be a market rate for the issuance of such notes at the time issued); (c) no Default or Event of Default has
occurred and is continuing or would result from the issuance of such notes; and (d) the Borrowers shall have delivered to the Administrative Agent, not less than ten (10) Business Days prior to the date of the issuance of such notes (or
such shorter period as the Administrative Agent may agree to in writing), a pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 7.11
immediately after giving effect to the issuance of such notes. 
 2. Amendment to Section 7.02(m). Subparagraph (m) of
Section 7.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (m) Indebtedness evidenced
by High Yield Notes. 
 3. Representations and Warranties. 

(a) Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party: 

(i) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Credit Agreement and
the other Credit Documents are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except to the extent such representation or warranty was made as of a specific date; 

(ii) Power and Authority. (A) Such Credit Party has the power and authority under the laws of its jurisdiction of organization
and under its organizational documents to enter into and perform this Second Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder; and (B) all actions, corporate or otherwise,
necessary or appropriate for the due execution and full performance by such Credit Party of the Second Amendment have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Second Amendment will constitute the
valid and binding obligations of such Credit Party enforceable in accordance with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of creditors rights
in general and the availability of equitable remedies; 
 (iii) No Violation. The making and performance of this Second Amendment
will not (A) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality,
(B) contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan 

  
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agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject or
(C) contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational
document, as the case may be, any Credit Party; 
 (iv) No Default. Immediately after giving effect to this Second Amendment, no
Default or Event of Default has occurred and is continuing; 
 (v) No Material Adverse Effect. No Material Adverse Effect has
occurred since December 31, 2014; and 
 (vi) Organizational Documents. There have been no changes in the organizational
documents of the Credit Parties since December 19, 2014 (or such later date as any such organizational documents were initially adopted), except as previously disclosed to the Administrative Agent in writing, certified copies of which have been
previously provided to the Lenders. 
 4. No Waiver of Existing Defaults. To induce the Lenders to enter into this Second Amendment,
the Credit Parties acknowledge, agree, warrant, and represent that nothing in this Second Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be
deemed to constitute a waiver of (i) any Default or Event of Default arising as a result of the representations and warranties set forth in Section 3 proving to be false or incorrect in any material respect, or (ii) any rights or
remedies which any Secured Party has against any Credit Party under the Credit Agreement or any other Credit Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the representations and
warranties set forth in Section 3 proving to be false or incorrect in any material respect. 
 5. Waiver of Claims. The Credit
Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally, may have or claim to have against each of the Secured Parties as of the date hereof. 

6. Conditions to Effectiveness of Amendment. 

(a) This Second Amendment shall be effective upon the Administrative Agent’s receipt of the following, each in form and substance
reasonably satisfactory to the Administrative Agent (the “Second Amendment Effective Date”): 
 (i) Second
Amendment. This Second Amendment, duly executed by the Credit Parties and Lenders constituting Required Lenders; 
 (ii) Other Fees
and Expenses. Payment to the Administrative Agent, in immediately available funds, of all amounts necessary to reimburse the Administrative Agent for the reasonable fees and costs incurred by the Administrative Agent in connection with the
preparation and execution of this Second Amendment and any other document provided for herein, including, without limitation, all fees and costs incurred by the Administrative Agent’s attorneys; 

  
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 (iii) Consent and Waivers. Copies of any consents or waivers necessary in order for the
Credit Parties to comply with or perform any of its covenants, agreements or obligations contained in any agreement which are required as a result of any Credit Party’s execution of this Second Amendment, if any; and 

(iv) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the Administrative Agent
may reasonably request. 
 7. No Waiver; Ratification. The execution, delivery and performance of this Second Amendment shall not
(a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement or any other Credit Document and the agreements and documents executed in connection therewith or (b) constitute a waiver of any provision
thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed by each of the Credit Parties.
Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further consent under the Credit Agreement or any of the other Credit Documents. 

8. Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
 9. Governing Law. This Second Amendment 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. 
 10.
Headings. The headings of the sections of this Second Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Second Amendment. 

11. Counterparts. This Second Amendment may be executed in any number of counterparts with the same effect as if all of the signatures
on such counterparts appeared on one document and each counterpart shall be deemed an original. Delivery of an executed counterpart of a signature page of this Second Amendment by telecopy or by electronic means shall be effective as delivery of a
manually executed counterpart of this Second Amendment. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have
executed this Second Amendment to Fourth Amended and Restated Credit Agreement as of the date first above written. 
  

			
	General Partner:
	
	STONEMOR GP LLC
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	Vice President
	
	Partnership:
	
	STONEMOR PARTNERS L.P.
		
	By:	 	STONEMOR GP LLC
		 	 its General Partner

		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	Vice President
	
	Operating Company:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	Vice President



  
  

					
		 	S-1	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 Additional Credit Parties 

Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park
Subsidiary, Inc. 
 Arlington Development Company 
 Augusta
Memorial Park Perpetual Care Company 
 Birchlawn Burial Park Subsidiary, Inc. 

Bronswood Cemetery, Inc. 
 Cedar Hill Funeral Home, Inc. 

Cemetery Investments Subsidiary, Inc. 
 Chapel Hill Associates,
Inc. 
 Chapel Hill Funeral Home, Inc. 
 Columbia Memorial Park
Subsidiary, Inc. 
 Cornerstone Family Insurance Services, Inc. 

Cornerstone Family Services of New Jersey, Inc. 
 Cornerstone
Family Services of West Virginia Subsidiary, Inc. 
 Covenant Acquisition Subsidiary, Inc. 

Covington Memorial Funeral Home, Inc. 
 Covington Memorial
Gardens, Inc. 
 Crown Hill Cemetery Association 
 Eloise B.
Kyper Funeral Home, Inc. 
 Forest Lawn Gardens, Inc. 
 Forest
Lawn Memorial Chapel, Inc. 
 Forest Lawn Memory Gardens, Inc. 

Glen Haven Memorial Park Subsidiary, Inc. 
 Henry Memorial Park
Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside
Memorial Park Association, Inc. 
 Kingwood Memorial Park Association 

KIRIS Subsidiary, Inc. 
 Kirk & Nice, Inc. 

Kirk & Nice Suburban Chapel, Inc. 
 Lakewood/Hamilton
Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South Subsidiary, Inc. 

Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Holding
Company 
 Legacy Estates, Inc. 
 Loewen [Virginia] Subsidiary,
Inc. 
 Lorraine Park Cemetery Subsidiary, Inc. 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties


  
  

					
		 	S-2	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 Modern Park Development Subsidiary, Inc. 

Northlawn Memorial Gardens 
 Oak Hill Cemetery Subsidiary, Inc.

 Ohio Cemetery Holdings, Inc. 
 Osiris Holding Finance Company

 Osiris Holding of Maryland Subsidiary, Inc. 
 Osiris Holding
of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 

Osiris Telemarketing Corp. 
 Perpetual Gardens.Com, Inc. 

Prince George Cemetery Corporation 
 PVD Acquisitions Subsidiary,
Inc. 
 Rockbridge Memorial Gardens Subsidiary Company 
 Rose
Lawn Cemeteries Subsidiary, Incorporated 
 Roselawn Development Subsidiary Corporation 

Russell Memorial Cemetery Subsidiary, Inc. 
 Shenandoah Memorial
Park Subsidiary, Inc. 
 Sierra View Memorial Park 
 Southern
Memorial Sales Subsidiary, Inc. 
 Springhill Memory Gardens Subsidiary, Inc. 

Star City Memorial Sales Subsidiary, Inc. 
 Stephen R. Haky
Funeral Home, Inc. 
 Stitham Subsidiary, Incorporated 

StoneMor Alabama Subsidiary, Inc. 
 StoneMor California, Inc. 

StoneMor California Subsidiary, Inc. 
 StoneMor Georgia
Subsidiary, Inc. 
 StoneMor Hawaii Subsidiary, Inc. 
 StoneMor
North Carolina Funeral Services, Inc. 
 StoneMor Ohio Subsidiary, Inc. 

StoneMor Puerto Rico Cemetery And Funeral, Inc. 
 StoneMor
Tennessee Subsidiary, Inc. 
 StoneMor Washington, Inc. 
 Sunset
Memorial Gardens Subsidiary, Inc. 
 Sunset Memorial Park Subsidiary, Inc. 

Temple Hill Subsidiary Corporation 
 The Valhalla Cemetery
Subsidiary Corporation 
 Virginia Memorial Service Subsidiary Corporation 

W N C Subsidiary, Inc. 
 Wicomico Memorial Parks Subsidiary, Inc.

 Willowbrook Management Corp. 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties


  
  

					
		 	S-3	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

Cemetery Investments LLC 
 Cemetery Management Services, L.L.C.

 Cemetery Management Services of Ohio, L.L.C. 
 CMS West LLC

 CMS West Subsidiary LLC 
 Columbia Memorial Park LLC 

Cornerstone Family Services of West Virginia LLC 
 Cornerstone
Funeral and Cremation Services LLC 
 Cornerstone Trust Management Services LLC 

Covenant Acquisition LLC 
 Glen Haven Memorial Park LLC 

Henlopen Memorial Park LLC 
 Henlopen Memorial Park Subsidiary LLC

 Henry Memorial Park LLC 
 Juniata Memorial Park LLC 

KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 

Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC

 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 

Modern Park Development LLC 
 Oak Hill Cemetery LLC 

Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania
LLC 
 Osiris Holding of Rhode Island LLC 
 Plymouth Warehouse
Facilities LLC 
 PVD Acquisitions LLC 
 Rockbridge Memorial
Gardens LLC 
 Rolling Green Memorial Park LLC 
 Rose Lawn
Cemeteries LLC 
 Roselawn Development LLC 
 Russell Memorial
Cemetery LLC 
 Shenandoah Memorial Park LLC 
 Southern Memorial
Sales LLC 
 Springhill Memory Gardens LLC 
 Star City Memorial
Sales LLC 
 Stitham LLC 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties


  
  

					
		 	S-4	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC

 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 

StoneMor Florida LLC 
 StoneMor Florida Subsidiary LLC 

StoneMor Georgia LLC 
 StoneMor Hawaii LLC 

StoneMor Hawaiian Joint Venture Group LLC 
 StoneMor Holding of
Pennsylvania LLC 
 StoneMor Illinois LLC 
 StoneMor Illinois
Subsidiary LLC 
 StoneMor Indiana LLC 
 StoneMor Indiana
Subsidiary LLC 
 StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary
LLC 
 StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 

StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 

StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 

StoneMor Mississippi LLC 
 StoneMor Mississippi Subsidiary LLC

 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 

StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary
LLC 
 StoneMor Ohio LLC 
 StoneMor Oklahoma LLC 

StoneMor Oklahoma Subsidiary LLC 
 StoneMor Oregon LLC 

StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 

StoneMor Pennsylvania Subsidiary LLC 
 StoneMor Puerto Rico LLC

 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina
LLC 
 StoneMor South Carolina Subsidiary LLC 
 StoneMor
Washington Subsidiary LLC 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties


  
  

					
		 	S-5	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 Sunset Memorial Gardens LLC 

Sunset Memorial Park LLC 
 Temple Hill LLC 

The Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens
LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 

Wicomico Memorial Parks LLC 
 Woodlawn Memorial Park Subsidiary
LLC 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties

 Beth Israel Cemetery Association of Woodbridge, New Jersey 

Bethel Cemetery Association 
 Clover Leaf Park Cemetery
Association 
 Locustwood Cemetery Association 
  

			
	By:	 	 /s/ Frank Milles

		 	Frank Milles, as Vice President of each of the above-named Credit Parties


  
  

					
		 	S-6	  	 Second Amendment to

Fourth Amended and Restated Credit Agreement










 
			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Gerund N. Gore

	Name:	 	Gerund N. Gore
	Title:	 	Assistant Vice President



  
 Administrative
Agent’s Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Kenneth G. Wood

	Name:	 	Kenneth G. Wood
	Title:	 	Senior Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	TD BANK, N.A.
		
	By:	 	 /s/ Susan Schwartz

	Name:	 	Susan Schwartz
	Title:	 	Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Allison Sarolo

	Name:	 	Allison Sarolo
	Title:	 	Senior Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Ellen Frank

	Name:	 	Ellen Frank
	Title:	 	Senior Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	FOX CHASE BANK
		
	By:	 	 /s/ Paul A. Pyfer

	Name:	 	Paul A. Pyfer
	Title:	 	Senior Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement 








 
			
	RAYMOND JAMES BANK, N.A.
		
	By:	 	 /s/ Scott G. Axelrod

	Name:	 	Scott G. Axelrod
	Title:	 	Senior Vice President



  
 Lender’s
Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement