Second Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) dated April 30, 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”). 
 BACKGROUND 
 A. Pursuant to that certain Amended and Restated Credit Agreement, dated August 15, 2007, by and among the
parties hereto, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated November 2, 2007 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), the existing
Lenders agreed, inter alia, to extend to the Borrowers (i) a revolving credit facility in the maximum aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), and (ii) an acquisition facility in the maximum aggregate
principal amount of Forty Million Dollars ($40,000,000). 
 B. Borrowers have requested, inter alia, an increase in (i) the size
of the Revolving Credit Facility to a maximum aggregate principal amount of Thirty-Five Million Dollars ($35,000,000), with the ability to request further increases thereto in a maximum aggregate principal amount of Ten Million Dollars
($10,000,000), and (ii) the size of the Acquisition Facility to a maximum aggregate principal amount of One Hundred Two Million Eight Hundred Fifty Thousand Dollars ($102,850,000), with the ability to request further increases thereto in a
maximum aggregate principal amount of Fifty-Seven Million Dollars ($57,000,000). 
 C. The commitments for the requested increases being
provided pursuant to this Second Amendment are, in part, being provided by the new Lenders party hereto. 
 D. The existing Lenders are
willing to agree to such increases and certain additional amendments, on the terms and subject to the conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 1. Definitions. 
 (a)
General Rule. Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. 
  

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 (b) Additional Definitions. The following additional definitions are hereby added to
Section 1.01 of the Credit Agreement to read in their entirety as follows: 
 “Consolidated Fixed Charge Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated EBITDA, less any cash dividends or distributions made by the Partnership to (b) Consolidated Fixed Charges, each as measured for the most recently completed
Measurement Period. 
 “Consolidated Fixed Charges” means, for any period, the sum of (a) the aggregate principal amount
of all regularly scheduled principal payments, redemptions or similar acquisitions for value of outstanding Consolidated Funded Indebtedness for such period (but excluding any prepayments or early redemptions or similar acquisitions for value) and
(b) Consolidated Interest Charges with respect to Consolidated Funded Indebtedness for such period. All calculations of Consolidated Fixed Charges shall additionally be adjusted on a Pro Forma Basis. 
 “Equivalent Disposition” means the Disposition by an Borrower to any Person (other than another Borrower) of (i) assets constituting
a business unit, (ii) all or a substantial part of the business of any Borrower, or (iii) sufficient capital stock or other Equity Interests of any Borrower so that, after giving effect to such Disposition such Person is no longer a
Subsidiary. 
 “Eurodollar Unavailability Period” means any period of time during which a notice delivered to the Borrower in
accordance with Section 3.03 shall remain in force and effect. 
 “Exclusive Management Agreement” means an agreement
pursuant to which a Borrower obtains an exclusive right to manage and control a funeral home or cemetery business of any other Person for a term of not less than one (1) year. 
 “LIBOR Floor” means 2.00% per annum. 
 “Maintenance Capital Expenditures” means Capital Expenditures of the Partnership and any of its Subsidiaries other than Capital Expenditures representing amounts paid in connection with
(a) improvements which enhance (as opposed to maintain) the value of property, (b) the purchase or construction of mausoleums and (c) Permitted Acquisitions. 
 “Maturing Senior Notes” means the 7.66% Senior Secured Series A Notes of the Credit Parties due September 20, 2009, in an aggregate
principal amount of $80,000,000, issued and originally sold on September 20, 2004 pursuant to, and in accordance with, the Note Purchase Agreement. 
 “Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by
Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
  

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 “Second Amendment” means the Second Amendment to this Agreement dated April 30,
2009. 
 “Second Amendment Effective Date” means the date on which the Second Amendment is effective in accordance with its
terms. 
 “2007 Senior Notes” means (a) the 11.00% Senior Secured Series B Notes of the Credit Parties due
August 15, 2012, in an aggregate principal amount of $35,000,000, originally sold on August 15, 2007, and (b) the 11.00% Senior Secured Series C Notes of the Credit Parties due August 15, 2012, in an aggregate principal amount of
$17,500,000, originally sold on December 21, 2007, each issued pursuant to, and in accordance with, the Note Purchase Agreement. 
 (c)
Amended Definitions. The following definitions from Section 1.01 of the Credit Agreement are hereby amended and restated to read in their entirety as follows: 
 “Applicable Rate” means the applicable percentage per annum set forth below for Eurodollar Rate Loans, Letter of Credit Fees and Base Rate Loans, as determined by reference to the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate at any time received by the Administrative Agent (a) on the Closing Date, or (b) thereafter pursuant to Section 6.02(b): 
  

									
	Applicable Rate  
	   

	 Pricing
Level
	  	 Consolidated
Leverage Ratio
	  	Eurodollar Rate Loans and
Letter of Credit Fees	 	 	Base Rate
Loans	 
	1	  	< 1.50:1	  	3.25	%	 	2.25	%
	2	  	> 1.50:1 but < 2.50:1	  	3.75	%	 	2.75	%
	3	  	> 2.50:1	  	4.25	%	 	3.25	%

 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the applicable Start Date; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3
shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until the first Business Day after the date which such Compliance Certificate is actually delivered which demonstrates
another Pricing Level is applicable). Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (c). 
 “Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate for such day, (b) the sum of 0.50%
plus the Federal Funds Rate for such day and (c) except during a Eurodollar Unavailability Period, the Eurodollar Rate plus 1.00%. 
  

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 “Commitment Fee Rate” means, at any time, the percentage per annum set forth below for
the Commitment Fee, as determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate at any time received by the Administrative Agent (a) on the Closing Date, or (b) thereafter pursuant
to Section 6.02(b): 
  

						
	 Commitment Fee Rate
  
	  
 

	 Pricing
Level
	  	Consolidated Leverage
Ratio	  	Commitment Fee	 
	 1
	  	< 1.50:1	  	0.500	%
	 2
	  	> 1.50:1 but < 2.50:1	  	0.625	%
	 3
	  	> 2.50:1	  	0.750	%

 Any increase or decrease in the Commitment Fee Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the applicable Start Date; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3
shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until the first Business Day after the date which such Compliance Certificate is actually delivered which demonstrates
another Pricing Level is applicable). Notwithstanding anything to the contrary contained in this definition, the determination of the Commitment Fee Rate for any period shall be subject to the provisions of Section 2.10(b) and (c). 

“Eurodollar Rate” means: (a) for any Interest Period with respect to a Eurodollar Rate Loan, the greater of (i) the rate per
annum equal to (A) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“BBA
LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period
or (B) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in
the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London
interbank Eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period and (ii) the LIBOR Floor. 
 (b) For any interest rate calculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m.,
London time 

  

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two Business Days prior to the date of determination (provided that if such day is not a London Business Day, the next preceding London Business Day) for
Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the
rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equal to one month would be offered
by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination. 
 “Senior Secured Notes” means (a) the Maturing Senior Notes, (b) the 2007 Senior Notes, and (c) any Future Senior Secured Notes. 
 (d) Amendment to Definition of “Consolidated EBITDA”. The definition of “Consolidated EBITDA” set forth in Section 1.01
of the Credit Agreement is hereby amended by (i) replacing the two references, in the first proviso of such definition, to “Permitted Acquisitions” with references to “Permitted Acquisitions or Equivalent Dispositions” and
(ii) amending and restating in its entirety Subsection (h), as follows: 
 “(h) reasonable fees, costs and expenses incurred in
connection with the Transaction, the restructuring of the Existing Credit Agreement and the Note Purchase Agreement, the Second Amendment and the related amendment to the Note Purchase Agreement, and the refinancing of the Maturing Senior
Notes;” 
 (e) Amendment to Definition of “Consolidated Interest Charges”. The definition of “Consolidated
Interest Charges” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the references to “Permitted Acquisitions” with references to “Permitted Acquisitions or Equivalent Dispositions”.

 (f) Amendment to Definition of “Consolidated Net Income”. The definition of “Consolidated Net Income” set
forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following immediately after “for any period” in the first line of the definition: “, subject to determinations expressly required to made on a Pro
Forma Basis”. 
 (g) Amendment to Definition of “Investment”. The definition of “Investment” set forth in
Section 1.01 of the Credit Agreement is hereby amended by adding the following immediately preceding the period at the end of the definition: “, or (d) any Exclusive Management Agreement”. 
 (h) Amendment to Definition of “Permitted Acquisition”. The definition of “Permitted Acquisition” set forth in
Section 1.01 of the Credit Agreement is hereby amended by replacing “or (b)” with “(b) rights from a Domestic Person under any Exclusive Management Agreement, or (c)”. 
 (i) Amendment to Definition of “Pro Forma Basis”. The definition of “Pro Forma Basis” set forth in Section 1.01 of the
Credit Agreement is hereby amended by replacing “a net asset value of Perpetual Care Trusts multiplied by ten-year Treasury Rate plus 150 basis points and Merchandise Trusts multiplied by five-year Treasury Rate plus 150 basis


  

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points” in clause (b) of such definition with the following: “the net asset value thereof multiplied by the yield to maturity of the Barclays
Aggregate Bond Index plus 200 basis points (or if such index is not available, a replacement index and margin that is selected by the Operating Company and reasonably satisfactory to the Administrative Agent), but in any case, not less than
5% per annum or more than 7% per annum. 
 2. Amendment to Section 2.01. Subsection (a) of Section 2.01 of
the Credit Agreement is hereby amended and restated in its entirety as follows: 
 (a) The Acquisition Borrowings. Subject to the terms
and conditions set forth herein, each Acquisition Lender severally agrees to make Acquisition Loans to the Borrowers from time to time, on any Business Day during the Availability Period for the Acquisition Facility, in an aggregate amount not to
exceed such Acquisition Lender’s Acquisition Commitment. Each Acquisition Borrowing shall consist of Acquisition Loans made simultaneously by the Acquisition Lenders in accordance with their respective Applicable Percentage of the Acquisition
Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Acquisition Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 3. Amendment to Section 2.10. Subsection (a) of Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety
as follows: 
 (a) All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a
365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error. 
 4. Amendments to Section 2.14 and 2.15. Subsection (e) of each of Section 2.14 and Section 2.15
of the Credit Agreement is hereby amended by adding the following sentence at the end of each subsection: “In addition, the Borrowers will pay any recording taxes on account of the above described increase (to the extent not previously paid by
the Borrowers).” 
 5. Amendment to Section 2.15. Subsection (a) of Section 2.15 of the Credit Agreement is hereby
amended and restated in its entirety as follows: 
 (a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Acquisition Lenders), the Borrowers may from time to time, request an increase in the Acquisition Facility by an amount (for all such requests) not exceeding Fifty-Seven Million Dollars
($57,000,000); provided that any such request for an increase shall be in a minimum amount of Five Million Dollars ($5,000,000). At the time of sending 

  

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such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Acquisition Lender is requested to
respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Acquisition Lenders). 
 6. Amendment to Section 3.02. Section 3.02 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make,
maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar
Rate Loans or, if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the Eurodollar Rate, to make Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate shall be
suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender and Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate to Base Rate Loans as to which the rate of
interest is not determined with reference to the Eurodollar Rate, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans or Base Rate Loan. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans or Base Rate Loans as to which the interest rate
is determined with reference to the Eurodollar Rate, that Lender shall remain committed to make Base Rate Loans as to which the interest rate is not determined with reference to the Eurodollar Rate and shall be entitled to recover interest at the
Base Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. 
 7.
Amendment to Section 3.03. Section 3.03 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan or in connection with a Base Rate Loan, or (c) the 

  

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Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans and Base
Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount
specified therein. Notwithstanding the foregoing, that Lenders shall remain committed to make Base Rate Loans as to which the interest rate is not determined by reference to the Eurodollar Rate and shall be entitled to recover interest at the Base
Rate. 
 8. Amendment to Section 6.11. Subsection (a) of Section 6.11 of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
 (a) The proceeds of the Acquisition Loans shall be utilized by the Borrowers (i) to finance
Permitted Acquisitions and related transaction costs, (ii) to finance the purchase and construction of mausoleums and related costs, and (iii) to refinance the Maturing Senior Notes. 
 9. Amendment to Section 7.11. Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

  

	 	7.11	Financial Covenants. 

 (a) Minimum EBITDA.
Permit Consolidated EBITDA for any Measurement Period to be less than the sum of (i) $39,000,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after the Second Amendment Effective Date
(the “Permitted Acquisition Step-Up”). 
 (b) Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
Charge Coverage Ratio for any Measurement Period ending in any year set forth below, to be less than the ratio set forth to the right of such year. 
  

			
	 Year
	  	Required Consolidated Fixed
Charge Coverage Ratio
	 2009 through 2011
	  	1.15x
	 2012 and thereafter
	  	1.20x

 (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio for (i) any of
the first four Measurement Periods ending on or after the Second Amendment Effective Date, to be greater than 3.75 to 1.0, or (ii) any Measurement Period not described in (i) above, to be greater than 3.50 to 1.0. 
  

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 (d) Maximum Maintenance Capital Expenditures. Permit the Maintenance Capital Expenditures for any
Measurement Period ending in any year set forth below to exceed the amount set forth to the right of such year. 
  

				
	 Year
	  	Maximum Maintenance Capital
Expenditures
	 2009 through 2010
	  	$	4,200,000
	 2011
	  	$	4,600,000
	 2012 and thereafter
	  	$	5,200,000

 (e) SFAS 15 and 159. For the purposes of the calculation of any financial covenant in this
Section 7.11, any election by a Credit Party to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards Nos. 15 and 159) shall be disregarded and such determination shall be made as if such
election had not been made. 
 10. Amendment and Restatement of Schedules and Exhibits. Each of the Schedules and Exhibits (other than
Exhibit G) to the Credit Agreement, are hereby amended, restated and replaced by the Schedules and Exhibits attached to this Second Amendment. 
 11. Post-Closing Covenant. Not later than August 31, 2009, the Borrower StoneMor Illinois LLC shall resolve its delinquent property tax issues with respect to its real property in a manner reasonably satisfactory to the
Collateral Agent. 
 12. Representations and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent
and the Lenders that, as to such Credit Party: 
 (a) 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; 
 (b) Power and Authority. (i) 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 (this Second Amendment and
any such additional documents delivered in connection with the Second Amendment are herein referred to as the “Second Amendment Documents”); and (ii) all actions, corporate or otherwise, necessary or appropriate for the due execution
and full performance by such Credit Party of the Second Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Second Amendment and the other Second Amendment Documents 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; 
 (c) No Violation. The making and performance of the Second Amendment
Documents will not (i) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, 

  

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ruling or decree of any court, arbitrator or governmental instrumentality, (ii) 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 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 (iii) 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; 
 (d) No Default. Immediately prior to and
after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing; 
 (e) No Material Adverse
Effect. No Material Adverse Effect has occurred since December 31, 2008; and 
 (f) Organizational Documents. There have
been no changes in the organizational documents of the Credit Parties since August 15, 2007 (or such later date as any such organizational documents were initial adopted), except as described on Annex 1 hereto, certified copies of which have
been (i) previously provided to the Administrative Agent or (ii) are attached to the Secretary’s Certificate described in Subsection 10(h) below. 
 13. Conditions to Effectiveness of Amendment. 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: 
 (a) Second Amendment. This Second Amendment, duly executed by the Credit Parties and the Lenders, together
with updated Schedules and Exhibits to the Credit Agreement, as referenced in Section 8 hereof; 
 (b) Amendment to Intercreditor
Agreement. A duly executed first amendment to the Intercreditor Agreement; 
 (c) Amendment to Note Purchase Agreement and Notes.
A duly executed copy of the Second Amendment to Amended and Restated Note Purchase Agreement, dated as of the date hereof, by and among the Credit Parties and the Purchasers (the “NPA Second Amendment”), amending the Note Purchase
Agreement, together with copies of the 2007 Senior Notes issued thereunder on the date hereof, if any; 
 (d) Notes. Notes, duly
executed by the Borrowers, for each Lender requesting one; 
 (e) Financing Statements. Continuation statements in form appropriate
for filing to extend and update existing financing statements; 
 (f) Appraisals and Field Exam. Appraisals for the Borrowers’
properties described on Annex 2 hereto and a completed filed exam of the Borrowers; 
  

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 (g) Real Property Documents. Modifications with respect to each of the Mortgages, affidavits of
no change, bring-down title policies and endorsements and such other related real estate documents as reasonably requested; 
 (h)
Secretary’s Certificate. A master secretary’s certificate for each Credit Party, attaching customary deliveries; 
 (i)
Good Standing Certificates. Subsistence or good standing certificates, and any applicable foreign qualification certificates, for each Credit Party; 
 (j) Legal Opinions. The legal opinion of Blank Rome with respect to the Credit Parties and opinions of local counsel to the Borrowers in the various states in which the Borrowers operate; 
 (k) UCC Lien Searches. UCC lien searches of recent date against each of the Credit Parties; 
 (l) Compliance Certificate. A Compliance Certificate prepared as of the date of this Second Amendment with respect to the Measurement Period
ending December 31, 2008; 
 (m) Borrowing Base Certificate. A Borrowing Base Certificate prepared as of the date of this Second
Amendment; 
 (n) Committed Loan Notice. A Committed Loan Notice for each Loan being requested to be made on the date of this Second
Amendment; 
 (o) Insurance Certificates. Current certificates, or other evidence as may be reasonably requested, of liability and
property insurance, listing the Collateral Agent as additional insured, loss payee and mortgagee, as applicable; 
 (p) 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 Credit Document, including, without limitation, all fees and costs incurred by the Administrative Agent’s attorneys; 
 (q) 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 
 (r) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the Administrative Agent may reasonably request. 
 14. 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, any Credit Document or any Second Amendment Document and the agreements and documents executed in connection therewith or (b) constitute 

  

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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 the Credit Parties. Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments
to any of the Credit Documents. 
 15. Acknowledgments. To induce the Administrative Agent and the Lenders to enter into this Second
Amendment, the Credit Parties acknowledge, agree, warrant, and represent that: 
 (a) Acknowledgment of Obligations; Collateral; Waiver of
Claims. (i) the Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, the Credit Parties; (ii) the liens and security interests granted to the Collateral Agent,
on behalf of the Secured Parties, by the Credit Parties pursuant to the Credit Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests (subject to Permitted Liens); and
(iii) 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. 
 (b) No Waiver of Existing Defaults. No Default or Event of Default exists immediately before or immediately after giving effect to this Second
Amendment. 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 foregoing representation 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 foregoing representation proving to be false or incorrect in any material respect. 
 16. Joinder of New Lenders. Each new Lender signing this Second Amendment hereby acknowledges and agrees, by its execution and delivery of this
Second Amendment, that it joins the Credit Agreement as a Lender thereunder, subject to all the rights and responsibilities of a Lender thereunder. Each new Lender (a) represents and warrants that (i) it has full power and authority, and
has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements which would be applicable
to an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement, (iii) from and after the date of this Second Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the Person exercising discretion
in making its decision to acquire its Commitments, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Second Amendment and to purchase
its Commitments, (vi) it has, independently and without reliance upon the Administrative Agent or any other Secured Party, and based on such documents and 

  

 12 








 
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment and to provide its Commitments, and
(vii) if it is a Foreign Lender, it has provided to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it
will, independently and without reliance upon the Administrative Agent or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Documents. 
 17. Reallocation of Loans. On the Second Amendment Effective Date, in order to effectuate
any reallocations of Loans necessary to reflect the revised Commitments of the Lenders: 
 (a) The Borrowers shall prepay (with the proceeds
of Revolving Credit Loans received on such date) any Revolving Credit Loans outstanding on the Second Amendment Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under the Second Amendment; and 
 (b) The Borrowers shall prepay any Acquisition Loans (with the proceeds of Acquisition Loans received on such date) outstanding on the Second Amendment
Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Acquisition Loans ratable with any revised Applicable Acquisition Percentages arising from any nonratable
increase in the Acquisition Commitments under the Second Amendment. 
 18. Binding Effect. This Second Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 19. 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. 
 20. 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. 
 21. Counterparts. This Second Amendment may be executed in any number of counterparts with the same
affect 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. 
 22. Consent to NPA Second Amendment. To
the extent that consent of the Lenders is required, the Lenders hereby consent to the NPA Second Amendment. 
  

 13 








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

			
	General Partner:
	
	STONEMOR GP LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	Partnership:
	
	STONEMOR PARTNERS L.P.
	By:	 	STONEMOR GP LLC
		 	        its General Partner
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	Operating Company:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President



 Borrowers’ Signature Page to Second Amendment to 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

 Bethel Cemetery Association 
 Beth Israel Cemetery Association
of Woodbridge, New Jersey 
 Birchlawn Burial Park Subsidiary, Inc. 
 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 
 Clover Leaf Park Cemetery Association 
 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. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 
 Glen Haven Memorial Park Subsidiary, Inc.

 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park
Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside
Memorial Park Association, Inc. 
 KIRIS Subsidiary, Inc. 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Holding Company

 Legacy Estates, Inc. 
 Locustwood Cemetery Association

 Loewen [Virginia] Subsidiary, Inc. 
 Lorraine Park Cemetery
Subsidiary, Inc. 
 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. 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Second Amendment to Amended and Restated Credit Agreement 








 Perpetual Gardens.Com, Inc. 
 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 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/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Borrowers’ Signature Page to Second Amendment to Amended and Restated Credit Agreement 









 Alleghany Memorial Park LLC 
 Altavista Memorial Park LLC 
 Bedford County Memorial Park LLC 
 Birchlawn Burial Park LLC 
 Blue Ridge Memorial Gardens LLC 
 Cemetery Investments LLC 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC

 CMS West LLC 
 CMS West Subsidiary LLC 
 Columbia Memorial Park LLC 
 Cornerstone Family Services of West Virginia LLC

 Cornerstone Funeral and Cremation Services LLC 
 Covenant
Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Green Lawn
Memorial Park LLC 
 Henlopen Memorial Park LLC 
 Henry Memorial
Park LLC 
 J.V. Walker LLC 
 Juniata Memorial Park LLC

 KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 
 Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC 

Laurelwood Cemetery LLC 
 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 
 Melrose Land LLC 
 Modern Park Development LLC 
 Mount Lebanon Cemetery LLC 
 Mt. Airy Cemetery LLC 
 Oak Hill Cemetery LLC 
 Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania LLC

 Osiris Holding of Rhode Island LLC 
 Prospect Hill Cemetery LLC

 PVD Acquisitions LLC 
 Riverside Cemetery LLC 
 Riverview Memorial Gardens LLC 
 Rockbridge Memorial Gardens LLC 

Rolling Green Memorial Park LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Borrowers’ Signature Page to Second Amendment to Amended and Restated Credit Agreement









 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 
 StoneMor Alabama LLC 
 StoneMor Arkansas
Subsidiary LLC 
 StoneMor Cemetery Products LLC 
 StoneMor
Colorado LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor
Florida Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Hawaii
LLC 
 StoneMor Hawaiian Joint Venture Group 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 Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio 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/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Borrowers’ Signature Page to Second Amendment to Amended and Restated Credit Agreement 









 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill LLC 
 The
Coraopolis Cemetery LLC 
 The Prospect Cemetery LLC 
 The
Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens LLC 
 Tri-County Memorial Gardens LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 
 Westminster Cemetery LLC 
 Wicomico Memorial Parks LLC 
 Woodlawn Memorial Gardens LLC 
 Woodlawn Memorial Park LLC 
 Woodlawn Memorial Park Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Borrowers’ Signature Page to Second Amendment to Amended and Restated Credit Agreement 










			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Anne Zeschke

	Name:	 	 Anne Zeschke

	Title:	 	 Vice President



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









			
	SOVEREIGN BANK
		
	By:	 	 /s/ Daniel R. Vereb

	Name:	 	Daniel R. Vereb
	Title:	 	Vice President


  

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










			
	TD BANK, N.A.
		
	By:	 	 /s/ Peter L. Davis

	Name:	 	Peter L. Davis
	Title:	 	SVP


  

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










			
	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Allison Sardo

	Name:	 	Allison Sardo
	Title:	 	Vice President


  

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










			
	HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY
		
	By:	 	 /s/ Henry G. Kush Jr.

	Name:	 	Henry G. Kush Jr.
	Title:	 	V.P.


  

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










			
	SUN NATIONAL BANK
		
	By:	 	 /s/ Philip S. Ward

	Name:	 	Philip S. Ward
	Title:	 	Senior Vice President


  

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










			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent Nelson

	Name:	 	Kent Nelson
	Title:	 	SVP


  

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










			
	SUSQUEHANNA BANK
		
	By:	 	 /s/ Jerald C. Goodwin

	Name:	 	Jerald C. Goodwin
	Title:	 	Vice President


  

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









 SCHEDULE 2.01 
 COMMITMENTS 
 AND APPLICABLE PERCENTAGES 
  

										
	 Lender
	  	Acquisition
Commitment	  	Revolving Credit
Commitment	  	Percentages	 
	 Bank of America, N.A.
	  	$	19,675,068.49	  	$	10,300,316.13	  	21.744928995	%
				
	 TD Bank, N.A.
	  	$	23,502,686.08	  	$	9,473,129.61	  	23.921520268	%
				
	 Sovereign Bank
	  	$	12,206,492.00	  	$	7,692,307.69	  	14.435110403	%
				
	 Capital One, N.A.
	  	$	12,945,205.48	  	$	2,054,794.52	  	10.881392818	%
				
	 Harleysville National Bank and Trust Company
	  	$	8,630,136.99	  	$	1,369,863.01	  	7.254261879	%
				
	 Sun National Bank
	  	$	8,630,136.99	  	$	1,369,863.01	  	7.254261879	%
				
	 TriState Capital Bank
	  	$	8,630,136.99	  	$	1,369,863.01	  	7.254261879	%
				
	 Susquehanna Bank
	  	$	8,630,136.99	  	$	1,369,863.01	  	7.254261879	%
				
	 Total
	  	$	102,850,000	  	$	35,000,000	  	100.000000000	%








 SCHEDULE 11.02 
 ADMINISTRATIVE AGENT’S OFFICE, 
 CERTAIN ADDRESSES FOR NOTICES

 STONEMOR OPERATING LLC: 
 311 Veterans Highway, Suite B

 Levittown, PA 19056 
 Attention: William Shane, President

 Telephone: (215) 826-2800 
 Fax: (215) 826-2851

 Electronic Mail: wshane@stonemor.com 
 Website Address:
http://www.stonemor.com 
 U.S. Taxpayer Identification Number: 90-0182025 
 ADMINISTRATIVE AGENT: 
 Lender (Including Swingline): 
 Bank of America, N.A. 
 Four Penn Center - Suite 1100 
 1600 JFK Blvd 
 Mail Code: PA7-188-11-01 
 Philadelphia PA 19103 
 Attention: Kenneth Wood 
 Telephone: 267.675.0209 
 Fax: 212.548.8941 
 Electronic Mail: kenneth.g.wood@bankofamerica.com 
 Administrative Agent’s Office: 
 (for payments and Requests for Credit Extensions): 
 Bank of America, N.A. 
 One Independence Center 
 101 N Tryon St. 
 Mail Code: NC1-001-04-39 
 Charlotte, NC 28255-0001 
 Attention: Brian Greuling 
 Telephone: 980.386.3767 
 Fax: 704.683-9368 
 Electronic Mail: brian.t.greuling@bankofamerica.com 
 Account No.:
136-621-225-0600 
 Bank of America, New York, NY 
 Ref: Stonemor
Operating 
 ABA# 026009593 
 Account Name: Corporate Credit
Services, Charlotte, NC 







 Other Notices as Administrative Agent: 
 (Financial Reporting, Borrowing Bases, Compliance Certificates, etc) 
 Bank of America, N.A. 
 Agency Management 
 231 South LaSalle Street 
 Mail Code: IL1-231-10-41 
 Chicago, IL 60604 
 Attention: Laura Call 
 Telephone: 312.828.3559 
 Fax: 312.828.3559 
 Electronic Mail: laura.call@bankofamerica.com 

With a copy to: 
 Bank of America, N.A. 
 Four Penn Center - Suite 1100 
 1600 JFK Blvd 
 Mail Code: PA7-188-11-01 
 Philadelphia PA 19103 
 Attention: Kenneth Wood 
 Telephone: 267.675.0209 
 Fax: 212.548.8941 
 Electronic Mail: kenneth.g.wood@bankofamerica.com

 L/C ISSUER: 
 Standby Letters of Credit: 

 Bank of America, N.A. 
 Trade Operations 
 One Fleet Way 
 Mail Code: PA6-580-02-30 
 Scranton, PA 18507 
 Attention: Alfonso (Al) Malave 
 Telephone: 570.330.4212 
 Fax: 570.330.4186 
 Electronic Mail: alfonso.malave@bankofamerica.com 







 EXHIBIT A 
 FORM OF COMMITTED LOAN NOTICE 
 Date:
                    ,          
 To: Bank of America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated August 25, 2007, as amended (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”) among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the subsidiaries of the
Operating Company, StoneMor GP LLC, a Delaware limited liability company, StoneMor Partners L.P., a Delaware limited liability partnership, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer
and Swing Line Lender. 
 The undersigned hereby requests (select one): 
  

	 	 ̈	A Borrowing of [Revolving Credit][Acquisition] Loans 

  

	 	 ̈	A conversion or continuation of [Revolving Credit][Acquisition] Loans 

  
  
  

							
	1.	  	On
                                         
                    (a Business Day).	  	
			
	2.	  	In the amount of
$                                    .	  	
			
	3.	  	Comprised of
                                         
                               	  	
		  		 	  [Type of Loan requested]	  	
			
	4.	  	For Eurodollar Rate Loans: with an Interest Period of              months.	  	

  

 Form of Committed Loan Notice 
 A-1 








 The Operating Company hereby represents and warrants that the conditions specified in Sections
4.02 shall be satisfied on and as of the date of the above requested Credit Extension. 
  

			
	STONEMOR OPERATING LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 Form of Committed Loan Notice 
 A-2 








 EXHIBIT B 
 FORM OF SWING LINE LOAN NOTICE 
 Date:
                    ,          
  

			
	To:	  	Bank of America, N.A., as Swing Line Lender
		  	Bank of America, N.A., as Administrative Agent

 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated August 25, 2007, as amended (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the subsidiaries of the Operating Company, StoneMor GP LLC, a Delaware limited liability company,
StoneMor Partners L.P., a Delaware limited liability partnership, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On                                       
 (a Business Day). 

  

	 	2.	In the amount of $                    . 

 The Operating Company hereby represents and warrants that the conditions specified in Sections 4.02 shall be satisfied on and as of the date of
the above requested Credit Extension. 
  

			
	 STONEMOR OPERATING LLC

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

 Form of Swing Line Loan Notice 
 B-1 








 EXHIBIT C-1 
 FORM OF ACQUISITION NOTE 
  

					
	U.S. $                    	 		 	Philadelphia, Pennsylvania
		 		 	                    ,
20        

 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. 
 Each Borrower promises also to pay
interest on the unpaid principal amount of each Acquisition Loan made by the Lender in like money from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Credit Agreement. 
 This Note is one of the Acquisition Notes referred to in the Amended and Restated Credit Agreement, dated August 15, 2007, as amended (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the
Subsidiaries of 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 liability partnership (the “Partnership”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and is entitled to the
benefits of the Credit Agreement and of the other Credit Documents. Terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement. This Note is secured by the Security Documents and is entitled to the benefits of
the Collateral. As provided in the Credit Agreement, this Note is subject to voluntary and mandatory repayment prior to the Maturity Date of the Acquisition Facility, in whole or in part, and Acquisition Loans may be converted from one Type into
another Type to the extent provided in the Credit Agreement. 
 In case an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. All obligations of the Borrowers hereunder (other than the Controlled Non-Profits) shall be joint and
several. 
 Each Borrower hereby waives the requirements of demand, presentment, protest, notice of protest and dishonor and all other
demands or notices of any kind in connection with the delivery, acceptance, performance, default, dishonor or enforcement of this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE COMMONWEALTH; PROVIDED THAT THE LENDER SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW. 
  

 Form of Acquisition Note 
 C-1-1 








 THE BORROWERS AND THE LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OF CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 Notwithstanding anything to the contrary contained in this Note or the other Credit Documents, each Controlled Non-Profit shall be liable only for that
portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity under any other Credit Documents, (ii) any loan, advance or other distribution to such entity of proceeds of any
Loan or other extension of credit made to other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative or other management related fees, costs and expenses of
the General Partner, the Partnership, the Operating Company or any Borrower providing such services to such Controlled Non-Profits pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall only secure, or be
utilized to repay, such portion of the Obligations described above. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 Form of Acquisition Note 
 C-1-2 








 IN WITNESS WHEREOF, and intending to be legally bound hereby, each Borrower has caused this Acquisition
Note to be executed by its duly authorized officer as of the day and year first written above. 
  

					
		 	STONEMOR GP LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President
		
		 	STONEMOR PARTNERS L.P.
		 	By:	 	STONEMOR GP LLC
		 		 	its General Partner
		
	By:	 	  

		 	Paul Waimberg, Vice President
		
		 	STONEMOR OPERATING LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President


  

 Form of Acquisition Note 
 C-1-3 








 Additional Credit Parties 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park Subsidiary, Inc. 
 Arlington Development Company 
 Augusta Memorial Park Perpetual Care Company

 Bethel Cemetery Association 
 Beth Israel Cemetery Association
of Woodbridge, New Jersey 
 Birchlawn Burial Park Subsidiary, Inc. 
 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 
 Clover Leaf Park Cemetery Association 
 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. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 
 Glen Haven Memorial Park Subsidiary, Inc.

 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park
Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside
Memorial Park Association, Inc. 
 KIRIS Subsidiary, Inc. 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Holding Company

 Legacy Estates, Inc. 
 Locustwood Cemetery Association

 Loewen [Virginia] Subsidiary, Inc. 
 Lorraine Park Cemetery
Subsidiary, Inc. 
 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. 
  

			
	By:	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Acquisition Note 
 C-1-4 








 Perpetual Gardens.Com, Inc. 
 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 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:	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Acquisition Note 
 C-1-5 








 Alleghany Memorial Park LLC 
 Altavista Memorial Park LLC 
 Bedford County Memorial Park LLC 
 Birchlawn Burial Park LLC 
 Blue Ridge Memorial Gardens LLC 
 Cemetery Investments LLC 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC

 CMS West LLC 
 CMS West Subsidiary LLC 
 Columbia Memorial Park LLC 
 Cornerstone Family Services of West Virginia LLC

 Cornerstone Funeral and Cremation Services LLC 
 Covenant
Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Green Lawn
Memorial Park LLC 
 Henlopen Memorial Park LLC 
 Henry Memorial
Park LLC 
 J.V. Walker LLC 
 Juniata Memorial Park LLC

 KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 
 Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC 

Laurelwood Cemetery LLC 
 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 
 Melrose Land LLC 
 Modern Park Development LLC 
 Mount Lebanon Cemetery LLC 
 Mt. Airy Cemetery LLC 
 Oak Hill Cemetery LLC 
 Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania LLC

 Osiris Holding of Rhode Island LLC 
 Prospect Hill Cemetery LLC

 PVD Acquisitions LLC 
 Riverside Cemetery LLC 
 Riverview Memorial Gardens LLC 
 Rockbridge Memorial Gardens LLC 

Rolling Green Memorial Park LLC 
  

			
	By:	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Acquisition Note 
 C-1-6 








 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 
 StoneMor Alabama LLC 
 StoneMor Arkansas
Subsidiary LLC 
 StoneMor Cemetery Products LLC 
 StoneMor
Colorado LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor
Florida Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Hawaii
LLC 
 StoneMor Hawaiian Joint Venture Group 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 Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio 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:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Acquisition Note 
 C-1-7 








 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill LLC 
 The
Coraopolis Cemetery LLC 
 The Prospect Cemetery LLC 
 The
Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens LLC 
 Tri-County Memorial Gardens LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 
 Westminster Cemetery LLC 
 Wicomico Memorial Parks LLC 
 Woodlawn Memorial Gardens LLC 
 Woodlawn Memorial Park LLC 
 Woodlawn Memorial Park Subsidiary LLC 
  

			
	By:	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Acquisition Note 
 C-1-8 








 EXHIBIT C-2 
 FORM OF REVOLVING CREDIT NOTE 
  

			
	U.S. $                    	  	Philadelphia, Pennsylvania
		  	                    
        , 20    

 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 for the Revolving Credit Facility, the principal sum of              U.S. DOLLARS
($            ) or, if less, the unpaid principal amount of all Revolving Credit 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. 
 Each Borrower promises also to pay interest on the unpaid principal amount of
each Revolving Credit Loan made by the Lender in like money from the date hereof until paid at the rates and at the times provided in Section 2.08 of the Credit Agreement. 
 This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement, dated August 15, 2007, as amended (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”),
each of the Subsidiaries of 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 liability partnership (the “Partnership”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and is entitled
to the benefits of the Credit Agreement and of the other Credit Documents. Terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement. This Note is secured by the Security Documents and is entitled to the
benefits of the Collateral. As provided in the Credit Agreement, this Note is subject to voluntary and mandatory repayment prior to the Maturity Date for the Revolving Credit Facility, in whole or in part, and Revolving Credit Loans may be converted
from one Type into another Type to the extent provided in the Credit Agreement. 
 In case an Event of Default shall occur and be continuing,
the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. All obligations of the Borrowers hereunder (other than the Controlled Non-Profits) shall be
joint and several. 
 Each Borrower hereby waives the requirements of demand, presentment, protest, notice of protest and dishonor and all
other demands or notices of any kind in connection with the delivery, acceptance, performance, default, dishonor or enforcement of this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE COMMONWEALTH; PROVIDED THAT THE LENDER SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW. 
  

 Form of Revolving Credit Note 
 C-2-1 








 THE BORROWERS AND THE LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OF CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 Notwithstanding anything to the contrary contained in this Note or the other Credit Documents, each Controlled Non-Profit shall be liable only for that
portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity under any other Credit Documents, (ii) any loan, advance or other distribution to such entity of proceeds of any
Loan or other extension of credit made to other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative or other management related fees, costs and expenses of
the General Partner, the Partnership, the Operating Company or any Borrower providing such services to such Controlled Non-Profits pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall only secure, or be
utilized to repay, such portion of the Obligations described above. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 Form of Revolving Credit Note 
 C-2-2 








 IN WITNESS WHEREOF, and intending to be legally bound hereby, each Borrower has caused this Revolving
Credit Note to be executed by its duly authorized officer as of the day and year first written above. 
  

					
	STONEMOR GP LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President
	
	STONEMOR PARTNERS L.P.
			
	By:	 		 	STONEMOR GP LLC
		 		 	its General Partner
		
	By:	 	  

		 	Paul Waimberg, Vice President
	
	STONEMOR OPERATING LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President


  

 Form of Revolving Credit Note 
 C-2-3 








 Additional Credit Parties 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park Subsidiary, Inc. 
 Arlington Development Company 
 Augusta Memorial Park Perpetual Care Company

 Bethel Cemetery Association 
 Beth Israel Cemetery Association
of Woodbridge, New Jersey 
 Birchlawn Burial Park Subsidiary, Inc. 
 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 
 Clover Leaf Park Cemetery Association 
 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. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 
 Glen Haven Memorial Park Subsidiary, Inc.

 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park
Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside
Memorial Park Association, Inc. 
 KIRIS Subsidiary, Inc. 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Holding Company

 Legacy Estates, Inc. 
 Locustwood Cemetery Association

 Loewen [Virginia] Subsidiary, Inc. 
 Lorraine Park Cemetery
Subsidiary, Inc. 
 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. 
  

			
	 By:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Revolving Credit Note 
 C-2-4 








 Perpetual Gardens.Com, Inc. 
 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 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:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Revolving Credit Note 
 C-2-5 








 Alleghany Memorial Park LLC 
 Altavista Memorial Park LLC 
 Bedford County Memorial Park LLC 
 Birchlawn Burial Park LLC 
 Blue Ridge Memorial Gardens LLC 
 Cemetery Investments LLC 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC

 CMS West LLC 
 CMS West Subsidiary LLC 
 Columbia Memorial Park LLC 
 Cornerstone Family Services of West Virginia LLC

 Cornerstone Funeral and Cremation Services LLC 
 Covenant
Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Green Lawn
Memorial Park LLC 
 Henlopen Memorial Park LLC 
 Henry Memorial
Park LLC 
 J.V. Walker LLC 
 Juniata Memorial Park LLC

 KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 
 Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC 

Laurelwood Cemetery LLC 
 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 
 Melrose Land LLC 
 Modern Park Development LLC 
 Mount Lebanon Cemetery LLC 
 Mt. Airy Cemetery LLC 
 Oak Hill Cemetery LLC 
 Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania LLC

 Osiris Holding of Rhode Island LLC 
 Prospect Hill Cemetery LLC

 PVD Acquisitions LLC 
 Riverside Cemetery LLC 
 Riverview Memorial Gardens LLC 
 Rockbridge Memorial Gardens LLC 

Rolling Green Memorial Park LLC 
  

			
	 By:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Revolving Credit Note 
 C-2-6 








 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 
 StoneMor Alabama LLC 
 StoneMor Arkansas
Subsidiary LLC 
 StoneMor Cemetery Products LLC 
 StoneMor
Colorado LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor
Florida Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Hawaii
LLC 
 StoneMor Hawaiian Joint Venture Group 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 Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio 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:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Revolving Credit Note 
 C-2-7 








 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill LLC 
 The
Coraopolis Cemetery LLC 
 The Prospect Cemetery LLC 
 The
Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens LLC 
 Tri-County Memorial Gardens LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 
 Westminster Cemetery LLC 
 Wicomico Memorial Parks LLC 
 Woodlawn Memorial Gardens LLC 
 Woodlawn Memorial Park LLC 
 Woodlawn Memorial Park Subsidiary LLC 
  

			
	 By:
	 	  

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

  

 Form of Revolving Credit Note 
 C-2-8 








 EXHIBIT D 
 FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement Date:
            ,          
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen:

 Reference is made to that certain Amended and Restated Credit Agreement, dated August 15, 2007, as amended (as amended, modified or
otherwise supplemented from time to time, the “Agreement,”) the terms defined therein being used herein as therein defined), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating
Company”), each of the Subsidiaries of 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 liability partnership (the “Partnership”, together with the General Partner and the Borrowers, each a “Credit Party” and collectively, the
“Credit Parties”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Unless otherwise indicated, all capitalized terms used and not defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement. 
 The undersigned Responsible Officer hereby certifies as of
the date hereof that he/she is the                      of the General Partner, and that, as such, he/she is authorized to execute and deliver this
Certificate to the Administrative Agent on the behalf of the Credit Parties, and that: 
 [Use following paragraph 1 for fiscal year-end
financial statements] 
 1. The Credit Parties have delivered the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Credit Parties ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 
 [Use following paragraph 1 for fiscal quarter-end financial statements] 
 1. The Credit Parties have delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Credit Parties ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership and its Subsidiaries in accordance with
GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2. The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Credit Parties during the
accounting period covered by such financial statements. 
  

 Form of Compliance Certificate 
 D-1 








 3. The review described in paragraph 2 above did not disclose, and I have no knowledge of, the existence
of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the fiscal period covered by the financial statements described in paragraph 1 above[, except as set forth below]. 
 4. The representations and warranties of the Credit Parties contained in Article V of the Agreement and all representations and warranties of any
Credit Party that are contained in any document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and
(b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in
connection with which this Compliance Certificate is delivered. 
 5. The financial covenant analyses and information set forth on
Schedule 1 attached hereto are true and accurate for the fiscal period covered thereby. 
 IN WITNESS WHEREOF, the undersigned
has executed this Certificate as of                     ,
                    . 
  

			
	STONEMOR GP LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 Form of Compliance Certificate 
 D-2 








 For the Quarter/Year ended
                    ,          (“Statement Date”) 
 SCHEDULE 1 
 to the Compliance Certificate

 ($ in 000’s) 
  

									
	I.	 	Section 7.11(a) – Minimum EBITDA.	  	
				
		 	A.	 	Consolidated EBITDA for Measurement Period ending on above date (the “Subject Period”):	  	$            
					
		 		 	1.	  	Consolidated Net Income of the Partnership and its Subsidiaries for Subject Period:	  	$            
					
		 		 	2.	  	Consolidated interest expense of the Partnership and its Subsidiaries for Subject Period:	  	$            
					
		 		 	3.	  	Provision for income taxes for Subject Period:	  	$            
					
		 		 	4.	  	Depreciation and amortization expenses for Subject Period:	  	$            
					
		 		 	5.	  	Non-cash cost for Cemetery Property and real property sold for Subject Period:	  	$            
					
		 		 	6.	  	Any extraordinary losses for Subject Period:	  	$            
					
		 		 	7.	  	Losses from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business for Subject Period:	  	$            
					
		 		 	8.	  	Other non-cash items (including, without limitation, one-time charges associated with “cheap stock” compensation expense) for the Subject Period:	  	$            
					
		 		 	9.	  	Reasonable fees, costs and expenses incurred in connection with the Transaction, the restructuring of the Existing Credit Agreement and the Note Purchase Agreement, the Second Amendment and
the related amendment to the Note Purchase Agreement, and the refinancing of the Maturing Senior Notes for the Subject Period:	  	$            
					
		 		 	10.	  	Any extraordinary gains for the Subject Period:	  	$            
					
		 		 	 11.
	  	Gains from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business for the Subject Period:	  	$            

  

 Form of Compliance Certificate 
 D-3 









									
					
		 		 	12.	  	The amount of non-cash gains (other than as a result of deferral of purchase price with respect to notes or installment sale contracts received in connection with the sales of Cemetery
Property) for the Subject Period:	  	$            
					
		 		 	13.	  	Other non-cash gains for the Subject Period:	  	$            
					
		 		 	14.	  	Balance Sheet Adjustments	  	$            
					
		 		 	15.	  	Pro Forma Basis Adjustments	  	$            
					
		 		 	16.	  	Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 – 10 – 11 – 12 – 13 +/- 14 +/- 15):	  	$            
				
		 	B.	 	$39,000,000	  	$            
				
		 	C.	 	80% of Permitted Acquisition Step-Up	  	$            
				
		 	D.	 	Minimum required: (Line I.B + I.C)	  	$            
				
		 	E.	 	Excess (deficient) for covenant compliance (Line I.A.16 – I.D):	  	$            
			
	II.	 	Section 7.11(b) – Minimum Consolidated Fixed Charge Coverage Ratio.	  	
				
		 	A.	 	Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	$            
				
		 	B.	 	Cash dividends or distributions made by the Partnership for Subject Period:	  	$            
				
		 	C.	 	Consolidated Fixed Charges for Subject Period:	  	$            
				
		 	D.	 	Consolidated Fixed Charge Coverage Ratio ((Line II.A – II.B) ÷ Line II.C):	  	         to 1.0
				
		 		 	 Minimum required:
	  	1.15 to 1.0
(from
2009 to
2011);
1.20 to 1.0
(from
2012 and
thereafter)
			
	III.	 	Section 7.11(c) - Consolidated Leverage Ratio	  	

  

 Form of Compliance Certificate 
 D-4 









									
				
		 	A.	  	Consolidated Funded Indebtedness for Subject Period:	  	$            
				
		 	B.	  	Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	$            
				
		 	C.	  	Consolidated Leverage Ratio for Subject Period (Line III.A ÷ III.B):	  	         to 1.0
				
		 		  	 Maximum permitted:
	  	3.75 to 1.0
(for the
Subject
Periods
ending
June 30,
2009 to
March 31,
2010);
3.50 to 1.0 (thereafter)

			
	IV.	 	Section 7.11(d) – Maximum Maintenance Capital Expenditures	  	
				
		 	A.	  	Capital Expenditures of the Partnership and any of its Subsidiaries for Subject Period:	  	$            
				
		 	B.	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with improvements which enhance (as opposed to maintain) the value of
property for Subject Period:	  	$            
				
		 	C.	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with the purchase or construction of mausoleums for Subject
Period:	  	$            
				
		 	D.	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with Permitted Acquisitions for Subject Period:	  	$            
				
		 	E.	  	Maintenance Capital Expenditures for Subject Period (Line IV.A – (IV.B + C + D):	  	$            
				
		 		  	 Maximum permitted:
	  	$4,200,000
(from
2009 to
2010); 4,600,000
(for 2010);
 5,200,000
(from
2012 and
thereafter)


  

 Form of Compliance Certificate 
 D-5 








 EXHIBIT E 
 FORM OF BORROWING BASE CERTIFICATE 
 [Date] 
 This Borrowing Base Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Amended and Restated Credit Agreement,
dated August 15, 2007, as amended, by and among StoneMor Operating LLC (the “Operating Company”), its Subsidiaries, StoneMor GP LLC, StoneMor Partners L.P., the lenders from time to time party thereto and Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”), as amended (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit
Agreement”). Unless otherwise defined herein, the terms used in this Borrowing Base Certificate have the meanings ascribed thereto in the Credit Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES THAT: 
 I am the Chief                      Officer of the Operating Company and I certify, in my capacity as an authorized officer of the Operating
Company, the truth, accuracy, and completeness of the following information as of the close of business of the last day of the month of             ,
        , as further described on Annex 1 hereto: 
  

											
	I.	 	Calculation of Borrowing Base	  	
				
		 	A.	 	Calculation of Eligible Receivables is as follows:	  	
					
		 		 	1.	  	Gross amount of Accounts Receivable of Borrowers (other than Controlled Non-Profits) which are Eligible Receivables on their date of invoice or origination date and continuing until
thereafter collected	  	$            
				
		 	B.	 	Calculation of the Borrowing Base is as follows:	  	
					
		 		 	1.	  	Gross Eligible Receivables (Line I.A.1)	  	$            
					
		 		 	2.	  	Ineligible amounts (in each case, pertaining to the Eligible Receivables in Line I.B.1.):	  	
					
		 		 		  	 (a) all collection reserves
	  	$            
					
		 		 		  	 (b) (without duplication) all imputed interest earnings
	  	$            
					
		 		 		  	 (c) the portion of the Eligible Receivables in Line I.B.1 that are required to be paid into any Trust Account
	  	$            
					
		 		 		  	 (d) any unpaid sales commissions
	  	$            
					
		 		 		  	 (e) Total of Lines I.B.2(a) through (d)
	  	$            
					
		 		 	3.	  	Line I.B.1 minus Line I.B.2(e)	  	$            
					
		 		 	4.	  	Borrowing Base (80% of Line I.B.3)	  	$            

  

 Form of Borrowing Base Certificate 
 E-1 








 The foregoing certifications are made and delivered this
             day of                  20        . 
  

			
	Very truly yours,
	
	STONEMOR OPERATING LLC
		
	By:	 	  

	Name:	 	
	Title:	 	Chief                      Officer


  

 Form of Borrowing Base Certificate 
 E-2 








 EXHIBIT F 
 ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]1 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and
(ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor. 
  

							
				
	1.	  	Assignor[s]:	  	                                         
                     
	  	

  

	1	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment
is to multiple Assignees, choose the second bracketed language. 


	2	Select as appropriate. 


	3	Include bracketed language if there are either multiple Assignors or multiple Assignees. 

  


 Form of Assignment and Assumption 
 F-1 









							
		  		  	  
	  	
				
	2.	  	Assignee[s]:	  	                                         
                     
	  	
				
		  		  	  
	  	

 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 

 

	3.	Borrowers: StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), and each of the Subsidiaries of the Operating Company


  

	4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

  

	5.	Credit Agreement: The Amended and Restated Credit Agreement dated August 15, 2007, as amended (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among the Borrowers, StoneMor GP LLC, a Delaware limited liability company, StoneMor Partners L.P., a Delaware limited liability partnership, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender 

  

	6.	Assigned Interest: 

  

														
	 Assignor[s]4
	 	Assignee[s]5	 	Facility
Assigned6	 	Aggregate
Amount of
Commitment/Loans
for all Lenders7	 	Amount of
Commitment/
Loans
Assigned	 	Percentage
Assigned of
Commitment/
Loans8	 
		 		 	                     	 	$	            	 	$	            	 	    	%
		 		 	                    	 	$	            	 	$	            	 	    	%
		 		 	                     	 	$	            	 	$	            	 	    	%

  

	[7.	Trade Date:                         ]9 

 Effective Date:
            , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

  

	4	List each Assignor, as appropriate. 


	5	List each Assignee, as appropriate. 


	6	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit
Commitment” or “Acquisition Commitment”). 


	7	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date
and the Effective Date. 


	8	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	9	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 

  

 Form of Assignment and Assumption 
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 The terms set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  

			
	Consented to and Accepted:
	
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

		
	By:	 	  

	Title:	 	
	
	Consented to:
	
	STONEMOR OPERATING LLC
		
	By:	 	  

	Title:	 	

  

 Form of Assignment and Assumption 
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 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the
Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such]
Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has
received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. 
  

 Form of Assignment and Assumption 
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 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee
for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the Commonwealth of Pennsylvania. 
  

 Form of Assignment and Assumption 
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 EXHIBIT G 
 FORM OF MORTGAGE MODIFICATION 
 [Intentionally Omitted] 
  

 Form of Mortgage Modification 
 G-1 








 EXHIBIT H 
 FORMS OF APPROVED INSTALLMENT AGREEMENTS 
 [See Attached] 
  

 Forms of Approved Installment Agreements 
 H-1 








 EXHIBIT I 
 FORM OF SELLER SUBORDINATION PROVISION 
 The provisions set forth below shall be included in any
agreement evidencing Seller Subordinated Debt. The terms used herein shall have the meanings set forth in the Amended and Restated Credit Agreement dated August 15, 2007, as amended (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the Subsidiaries of 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 liability
partnership (the “Partnership”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender. 
 1. Subordination of Payment. The payment of principal of and interest on any and all Seller Subordinated Debt shall be expressly subordinated to
the Obligations, and there shall be no principal payments required on the Seller Subordinated Debt at any time when the Obligations are outstanding. The Seller Subordinated Debt may provide, however, that if no Event of Default or Default under the
Credit Agreement has occurred and is continuing at the time any scheduled payments of principal and/or interest on the Seller Subordinated Debt are payable, and such payment would not give rise to an Event of Default or Default under the Credit
Agreement, and the Borrowers may pay such scheduled payments of principal and/or interest as the same accrues. 
 2. Liens and Security
Interests. The Borrowers may not provide any collateral to the holder(s) of the Seller Subordinated Debt. 
 3. Terms. The
covenants and other terms of the Seller Subordinated Debt shall be no more favorable to the subordinated creditor than the terms and conditions set forth in the Credit Agreement are to the Lenders. 
 4. Moratorium on Remedies. The subordinated creditor shall agree not to accelerate, demand, sue for, or commence any collection or enforcement
action or proceeding, take, receive, accept or retain any payment or distribution of any character, whether in cash, securities or other property, in respect of the principal of, premium on, or, except to the extent permitted under Paragraph 1
above, interest on, the Seller Subordinated Debt, or any collateral security therefor until the Loans shall have been paid in full with interest, including interest during any bankruptcy or similar proceeding involving any Credit Party, from the
date of the filing thereof to the date of distribution (notwithstanding any statute, including without limitation the Bankruptcy Code, any rule of law or bankruptcy procedures to the contrary). 
 5. Distributions on Insolvency, Etc. The subordinated creditor shall agree that in the event of the institution of and in connection with any
insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings relative to any Credit Party or its property, or of any proceeding for the voluntary liquidation, dissolution or other winding-up of any Credit Party,
whether or not involving insolvency or bankruptcy proceedings: 
 (a) all amounts due under the Credit Agreement shall first be paid in full
in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made in respect of any Seller Subordinated Debt; 
  

 Form of Seller Subordination Provisions 
 I-1 








 (b) any payment or distribution of any character, whether in cash, securities or other property, which
would otherwise be payable or deliverable in respect of any Seller Subordinated Debt (other than reorganization securities that are subordinated to securities received by the Lenders substantially the same terms as those set forth in this Exhibit I)
shall be paid or delivered directly to Administrative Agent, until all amounts due under the Credit Agreement shall have been paid in full in cash, with subordinated creditor retaining a right of subrogation to any remaining distributions payable on
account of the Credit Agreement after the Lenders have received aggregate distributions in cash equal to all amounts due under the Credit Agreement, and the subordinated creditor shall irrevocably authorize, empower and direct all receivers,
trustees, liquidators, conservators and others having authority to effect all such payments and deliveries; and 
 (c) the subordinated
creditor shall agree to execute and deliver to Administrative Agent all such further instruments confirming the authorization referred to in the foregoing clause (b) and all such powers of attorney, proofs of claim, assignments of claim and
other instruments and shall take all such other actions as may be reasonably requested by Administrative Agent in order to enable Administrative Agent (on behalf of the Lenders) to enforce all its rights hereunder and all claims of Lenders upon or
in respect of the Seller Subordinated Debt , and failing execution of such instruments or taking of such actions by the subordinated creditor, Administrative Agent shall be authorized and empowered to execute and perform the same on behalf of the
subordinated creditor. 
 6. Unauthorized Distributions Held in Trust. The subordinated creditor shall agree that, in the event any
payment or distribution of any character, whether in cash, securities or other property, is received by subordinated creditor in contravention of the terms of subordination set forth in this Exhibit I, such payment or distribution shall be held by
subordinated creditor, as trustee of an express trust, in trust for the benefit of, and shall be paid over or delivered and transferred to, Administrative Agent for application to all amounts due under the Credit Agreement remaining unpaid until
such amounts shall have been paid in full. 
 7. Notation of Subordination. If the Seller Subordinated Debt is evidenced in whole or
part by any promissory note or other instruments, the subordinated creditor shall note on the face thereof or otherwise adequately reference that the same is subject to the subordination provisions required by this Exhibit I. 
 8. No Modification of Seller Subordinated Debt. The subordinated creditor shall agree that so long as the Credit Agreement remains in effect,
subordinated creditor will not modify or amend or permit modification or amendment of the terms and conditions of the Seller Subordinated Debt without obtaining Lenders’ prior written consent thereto unless, as amended, such Seller Subordinated
Debt would satisfy all requirements of this Exhibit I. 
 9. Waiver of Notices. The subordinated creditor shall waive all notices with
respect to the Credit Agreement, including, but not limited to, the making of loans or advances to any Credit Party or any extensions, renewals or modifications thereof, releases of collateral security or guarantors or other indulgences of any
character, or of the occurrence or declaration of any default or the taking of any collection or enforcement action. 
  

 Form of Seller Subordination Provisions 
 I-2