Second Amendment to Amended and Restated Note Purchase Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
 SECOND AMENDMENT TO 
 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT 
 This SECOND AMENDMENT TO AMENDED
AND RESTATED NOTE PURCHASE 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 “Parent”), StoneMor Operating LLC, a Delaware limited liability company (the “Company”), the Subsidiaries of the Parent set forth on the signature pages hereto (together with the
Company, each individually an “Issuer” and collectively, the “Issuers” and together with the General Partner and the Parent, each individually a “Credit Party” and collectively, the “Credit
Parties”) and the Noteholders (as defined below) party hereto. 
 BACKGROUND 
 A. Pursuant to that certain Amended and Restated Note Purchase Agreement, dated August 15, 2007, by and among the Credit Parties and the purchasers
listed on Schedule A attached thereto (collectively, the “Purchasers,” and together with their successors and assigns including, without limitation, future holders of the Shelf Notes, herein collectively referred to as the
“Noteholders”), as amended by that certain First Amendment to Amended and Restated Note Purchase Agreement, dated November 2, 2007 (the “Existing Note Agreement”, and as amended pursuant to this Second
Amendment, the “Note Agreement”), the Issuers, among other things, (i) issued to the Purchasers their (a) 7.66% Senior Secured Notes due September 20, 2009, in the aggregate principal amount of $80,000,000 (the
“Series A Notes”), (b) 9.34% Series B Senior Secured Notes due August 15, 2012, in the aggregate principal amount of $35,000,000 (the “Existing Series B Notes”, and the Existing Series B Notes, as amended
pursuant to this Second Amendment and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Agreement, the “Series B
Notes”), and (c) 9.09% Senior Secured Series C Notes due December 21, 2012, in the aggregate principal amount of $17,500,000 (the “Existing Series C Notes”, and the Existing Series C Notes, as amended pursuant to
this Second Amendment and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Agreement, the “Series C
Notes”, and the Series C Notes, together with the Series A Notes and the Series B Notes, collectively, the “Issued Notes”), and (ii) authorized the issuance of up to $150,000,000 aggregate principal amount of their
Shelf Notes (inclusive of the Issued Notes). 
 B. Issuers have requested certain amendments to the Existing Note Agreement as more fully set
forth herein. 
 C. The Noteholders are willing to agree to such 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 Note Agreement. 
 (b) Additional Definitions. The following
additional definitions are hereby added to Schedule B of the Existing Note Agreement to read in their entirety as follows: 
 “Capital
Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to
current operations). 
 “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 Parent 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 Issuer to any Person (other than another Issuer) of (i) assets constituting a
business unit, (ii) all or a substantial part of the business of any Issuer, or (iii) sufficient capital stock or other Equity Interests of any Issuer so that, after giving effect to such Disposition, such Person is no longer a Subsidiary.

 “Exclusive Management Agreement” means an agreement pursuant to which an Issuer 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. 
 “Maintenance Capital
Expenditures” means Capital Expenditures of the Parent 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. 
 “Refinance” means, in
respect of any Indebtedness, to extend, renew, refinance, restructure or replace, or to issue other Indebtedness, in exchange or replacement for, in each case, in whole or in part, such Indebtedness. “Refinanced” and
“Refinancing” shall have correlative meanings. 
 “Reserve Event Period” means any period during which any
holder of Shelf Notes is required to maintain reserves in respect of the Shelf Notes in excess of 3.4% of the principal amount of Shelf Notes held by it as a result of a decision of an insurance regulatory authority having responsibility for
valuation of insurance company assets. 
  

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 “Second Amendment” means the Second Amendment to Amended and Restated Note Purchase
Agreement dated April 30, 2009. 
 “Second Amendment Effective Date” means the date on which the Second Amendment is
effective in accordance with its terms. 
 (c) Deleted Definitions. The definitions of “Consolidated Interest Coverage
Ratio”, “Non-Renewal Fee” and “Quote” are hereby deleted in their entirety from Schedule B of the Existing Note Agreement. 
 (d) Amendment to Definition of “Consolidated EBITDA”. The definition of “Consolidated EBITDA” set forth in Schedule B of the Existing Note 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) (it being understood, for the avoidance of doubt, that Subsection (h) of the Existing Note Agreement encompasses only the following language: “reasonable fees, costs and expenses incurred in connection with the Transaction and the
restructuring of the Existing Credit Agreement and the Existing Note Agreement”), as follows: 
 “(h) reasonable fees, costs and
expenses incurred in connection with the Transaction, the restructuring of the Existing Credit Agreement and the Existing Note Agreement, the First Amendment, the Second Amendment and the related amendment to the Credit Agreement, and the
refinancing of the Series A Notes;” 
 (e) Amendment to Definition of “Consolidated Interest Charges”. The definition
of “Consolidated Interest Charges” set forth in Schedule B of the Existing Note 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 Schedule B of the Existing Note 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
be made on a Pro Forma Basis”. 
 (g) Amendment to Definition of “Credit Agreement”. The definition of “Credit
Agreement” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing the references to “refinancing” with references to “Refinancing” and by replacing the references to “refinanced” with
references to “Refinanced”. 
 (h) Amendment to Definition of “Investment”. The definition of
“Investment” set forth in Schedule B of the Existing Note Agreement is hereby amended by adding the following immediately preceding the period at the end of the definition: “, or (d) any Exclusive Management Agreement”.

  

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 (i) Amendment to Definition of “Make-Whole Amount”. The definition of “Make-Whole
Amount” set forth in Section 8.8 of the Existing Note Agreement is hereby amended and restated in its entirety as follows: 
 “The term “Make-Whole Amount” means, with respect to any Shelf Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Shelf Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount shall be calculated based on the interest rate of such Shelf Note in effect prior to the effectiveness of the Second Amendment;
provided further, that the Make-Whole Amount may in no event be less than zero.” 
 (j) Amendment to Definition of
“Permitted Acquisition”. The definition of “Permitted Acquisition” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing “or (b)” with “(b) rights from a Domestic Person under
any Exclusive Management Agreement, or (c)”. 
 (k) Amendment to Definition of “Pro Forma Basis”. The definition of
“Pro Forma Basis” set forth in Schedule B of the Existing Note 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 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 Company and reasonably satisfactory to the Required Holders), but in any case, not less than 5% per annum or more than 7% per
annum. 
 2. Amendment of the Existing Notes. 
 (a) Series B Notes. The Existing Series B Notes are hereby and shall be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth in Exhibit A-1;
except that the name of the holder of the Note, date, registration number and principal amount set forth in each Existing Series B Note shall remain the same; provided, however, that, at the request of any Noteholder, the Issuers shall
execute and deliver a new Series B Note or Series B Notes in the form of such Exhibit A-1 in exchange for its Existing Series B Note, registered in the name of such Noteholder, in the aggregate principal amount of the Series B Notes owing to
such Noteholder on the date hereof and dated the date of the last interest payment made to such Noteholder in respect of its Existing Series B Notes. Each reference to the “9.34% Series B Senior Secured Notes due August 15, 2012” in
any of the Finance Documents is hereby deleted and replaced with a reference to the “11.00% Series B Senior Secured Notes due August 15, 2012”. Each other reference to “9.34%” in any of the Finance Documents as the interest
rate applicable to the Series B Notes is hereby deleted and replaced with “11.00%”. The increase in the interest rate applicable to the Series B Notes referred to in this Section 2(a) and on Exhibit A-1 shall be effective on a
prospective basis as of the Second Amendment Effective Date. 
 (b) Series C Notes. The Existing Series C Notes are hereby and shall
be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth in Exhibit A-2; except that the name of the holder of the Note, date, 

  

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registration number and principal amount set forth in each Existing Series C Note shall remain the same; provided, however, that, at the
request of any Noteholder, the Issuers shall execute and deliver a new Series C Note or Series C Notes in the form of such Exhibit A-2 in exchange for its Existing Series C Note, registered in the name of such Noteholder, in the aggregate
principal amount of the Series C Notes owing to such Noteholder on the date hereof and dated the date of the last interest payment made to such Noteholder in respect of its Existing Series C Notes. Each reference to the “9.09% Senior Secured
Series C Notes due December 21, 2012” in any of the Finance Documents is hereby deleted and replaced with a reference to the “11.00% Senior Secured Series C Notes due August 15, 2012”. Each other reference to
“9.09%” in any of the Finance Documents as the interest rate applicable to the Series C Notes is hereby deleted and replaced with “11.00%”. The increase in the interest rate applicable to the Series B Notes referred to in this
Section 2(b) and on Exhibit A-2 shall be effective on a prospective basis as of the Second Amendment Effective Date. Each other reference to “December 21, 2012” in any of the Finance Documents as the maturity date applicable to
the Series C Notes is hereby deleted and replaced with “August 15, 2012”. 
 3. A new Section 1.8 is hereby added to the
Existing Note Agreement immediately following Section 1.7 thereof to read in its entirety as follows: 
 “1.8. Reserve Event
Periods. 
 During each Reserve Event Period commencing after the Second Amendment Effective Date, the per annum interest rate (including
any Default Rate) applicable to all Shelf Notes shall be increased by 1.5% (150 basis points) per annum above the interest rate that would otherwise apply. Promptly upon (and in any event within fifteen (15) Business Days after) any holder of a
Shelf Note becomes aware of the commencement and/or termination of any Reserve Event Period, such holder shall give written notice thereof to the Company (except that no such notice need be given if another holder of Shelf Notes has given such
notice), it being acknowledged and agreed that 
 (a) unless such notice shall have been delivered to the Company at
least three (3) Business Days prior to an interest payment date (subject to clauses (i) and (ii) of the proviso to Section 1.8(b)), the Issuers shall not be required to pay such increased interest until the first interest payment
date thereafter as to which such advance notice has been given (provided that the interest payable on such subsequent interest payment date shall include, subject to clauses (i) and (ii) of the proviso to Section 1.8(b), the
additional interest provided for by this Section 1.8 accrued from the first day of such Reserve Event Period); and 
 (b) the failure to give such notice shall not shorten or extend the Reserve Event Period and shall not affect the rights of the holders of Shelf Notes to receive increased interest as set forth in this Section 1.8, provided,
however, that (i) the Issuers shall not be required to pay such increased interest for any portion of a Reserve Event Period that is more than one (1) one year prior to the date that the Company is given written notice of the existence of
such Reserve Event Period and (ii) to the extent that any such notice relates to a period prior to the current interest period at the time such notice is given, the increased interest attributable to such prior period shall be payable within 30
days after delivery of such notice.” 
  

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 4. Amendment to Section 2.9. Subsection (e) of Section 2.9 of the Existing Note
Agreement is hereby deleted in its entirety. 
 5. Amendment to Section 10.1. Subsection (a) of Section 10.1 of the
Existing Note Agreement is hereby amended and restated in its entirety as follows: 
 “(a) Liens pursuant to any Finance Document,
including without limitation, Liens securing the Lender Obligations (as defined in the Intercreditor Agreement) and any Refinancing thereof so long as the aggregate principal amount of such Lender Obligations or Refinancing is not more than the
aggregate principal amount permitted pursuant to Section 10.2(b) and the holder(s) of such Liens agrees to join into and become bound by the Intercreditor Agreement;” 
 In connection with any such Refinancing, the parties agree to enter into an amendment to the Intercreditor Agreement, the effect of which will be to permit the holder(s) of such Lien to join into and become bound by
the Intercreditor Agreement on the same, or substantially the same, terms as a Lender (as defined in the Intercreditor Agreement), and to make such other modifications as may be reasonably incidental thereto. 
 6. Amendment to Section 10.2. Subsection (b) of Section 10.2 of the Existing Note Agreement is hereby amended and restated in its
entirety as follows: 
 “(b) (i) Indebtedness of the Credit Parties incurred pursuant to this Agreement and the other Finance
Documents and (ii) Indebtedness of the Credit Parties incurred pursuant to the Credit Agreement Documents in an aggregate outstanding principal amount not to exceed $137,850,000 (the “Aggregate Credit Facility Cap”) at any time
divided between an Acquisition Facility not to exceed $102,850,000 (the “Acquisition Facility Cap”) at any time and a Revolving Credit Facility (as such term is defined in the Credit Agreement) not to exceed $35,000,000 (the
“Revolving Facility Cap”) at any time (in each case as from time to time reduced by principal repayments thereof, other than repayments of revolving loans which may by their terms be reborrowed and other than as a result of a
Refinancing), and any Refinancing of such Indebtedness so long as any such Refinancing does not increase the principal amount of the Acquisition Facility outstanding, and does not increase the commitment in respect of the Revolving Credit Facility
in effect, in each case at the time of such Refinancing (unless such increase is effected pursuant to clause (a) or clause (b) of the following proviso); provided, however, 
  

	 	(A)	if the Company has obtained written commitments from additional lenders that are or have become parties to the Credit Agreement in an aggregate amount up to $42,150,000 within 120
days after the Second Amendment Effective Date and notifies the Noteholders of such commitments in writing within 10 days after the expiration of such period, the Noteholders will be deemed to have approved an increase in the Aggregate Credit
Facility Cap up to $180,000,000 and an increase in the Acquisition Facility Cap up to $145,000,000; and 

  

	 	(B)	 with the approval (such approval not to be unreasonably withheld, conditioned or delayed) of the Required Holders, the Aggregate 



  

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Credit Facility Cap may be increased up to $205,000,000, the Acquisition Facility Cap may be increased up to $160,000,000 and the Revolving Facility Cap may
be increased up to $45,000,000.” 


 7. Amendment to Section 10.11. Section 10.11 of the Existing Note
Agreement is hereby amended and restated in its entirety as follows: 
 “10.11 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 in the table below, to be less than the ratio set forth opposite such year in such table. 
  

			
	 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.

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

				
	 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 10.11, 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.” 
 8. Amendment to Section 10.14.
Section 10.14 of the Existing Note Agreement is hereby amended by adding the following immediately preceding the period at the end of such Section: “, and except that any Indebtedness under the Credit Agreement Documents 

  

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may be Refinanced from time to time so long as neither the outstanding principal amount, nor the Commitments (other than the unused portion of any
Commitments), in respect thereof are reduced after giving effect to such Refinancing;” 
 9. Amendment to Schedule A. Schedule
A of the Existing Note Purchase Agreement is amended and restated in its entirety by Schedule A hereto. 
 10. Amendment and
Restatement of Schedules and Exhibits. Each of the Schedules and Exhibit to the Existing Note Agreement set forth in the table below are hereby amended, restated and replaced by the Schedules and Exhibit to this Second Amendment set forth
opposite such Schedules and Exhibit to the Existing Note Agreement in such table. 
  

			
	 Schedules and Exhibit
 to Existing Note Agreement
	  	 Schedules and Exhibit
 to Second Amendment

	 Schedule 5.8(c)
	  	Schedule 9-1
	 Schedule 5.8(d)(i)
	  	Schedule 9-2
	 Schedule 5.8(d)(ii)
	  	Schedule 9-3
	 Schedule 5.8(e)
	  	Schedule 9-4
	 Schedule 5.9
	  	Schedule 9-5
	 Schedule 5.12(d)
	  	Schedule 9-6
	 Schedule 5.13(a)
	  	Schedule 9-7
	 Schedule 5.13(c)
	  	Schedule 9-8
	 Schedule 5.17
	  	Schedule 9-9
	 Exhibit A-2
	  	Exhibit A-1
	 Exhibit 4.1(k)(iv)
	  	Exhibit C

 11. Prepayment of the Series A Notes. On the Second Amendment Effective Date, the Issuers
shall prepay, in full, in immediately available funds, the outstanding principal balance of the Series A Notes, together with all accrued and unpaid interest thereon. No Make-Whole Amount shall be due or owing with respect to such prepayment. Any
failure of the Issuers to make such prepayment of the Series A Notes on the Second Amendment Effective Date shall constitute an Event of Default. 
 12. Representations and Warranties. Each Credit Party hereby represents and warrants to the Noteholders that, as to such Credit Party: 
 (a) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Note Agreement and the other Finance 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 (taking into account the replacement of the Schedules referred to in Section 10 of this Second Amendment), 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, the Confirmation and Reaffirmation of General Partner/Parent Guarantee attached hereto as Exhibit B (the “Guarantor
Confirmation”), and any other documents which the Noteholders require such 

  

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Credit Party to deliver hereunder (this Second Amendment, the Guarantor Confirmation and any such additional documents delivered in connection with this
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 Note Agreement, as amended by this Second Amendment, the Notes, the General Partner/Parent Guarantee (after giving effect to the Guarantor Confirmation) 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 affects 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, 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, of any Credit Party; 
 (d) No Default. No Default or Event of Default exists immediately before or will exist immediately after giving effect to this Second Amendment;

 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2008; 
 (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 Noteholders or (ii) are attached to the Secretary’s
Certificate described in Subsection 13(i) below; and 
 (g) Acknowledgment of Obligations; Collateral. (i) The Finance Documents
are valid and enforceable against, and all of the terms and conditions of the Finance Documents are binding on, the Credit Parties and (ii) the liens and security interests granted to the Collateral Agent, on behalf of the Secured Parties, by
the Credit Parties pursuant to the Finance Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests (subject to Permitted Liens). 
  

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 13. Conditions to Effectiveness of Amendment. This Second Amendment shall be effective upon the
Noteholders’ receipt of the following, each in form and substance reasonably satisfactory to the Noteholders: 
 (a) Second
Amendment. This Second Amendment, duly executed by the Credit Parties and the Noteholders, together with updated Schedules and Exhibits to the Note Agreement, as referenced in Section 10 hereof; 
 (b) Guarantor Confirmation. The Guarantor Confirmation, duly executed by the General Partner and the Parent; 
 (c) Amendment to Intercreditor Agreement. A duly executed first amendment to the Intercreditor Agreement; 
 (d) Amendment to Credit Agreement. A duly executed Second Amendment to Amended and Restated Credit Agreement; 
 (e) Lender Documents. Copies of all documents delivered to the Lenders in connection with the amendment to the Credit Agreement referred to in
Section 13(d). 
 (f) Notes. New Series B Notes and Series C Notes, duly executed by the Issuers, for each Noteholder requesting
to exchange Existing Series B Notes and/or Existing Series C Notes for Series B Notes and/or Series C Notes, respectively; 
 (g)
Amendment Letter. A letter related to the Second Amendment in form and substance agreed to by the Noteholders and the Credit Parties; 
 (h) 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 by the
Noteholders; 
 (i) Secretary’s Certificate. A master secretary’s certificate for each Credit Party, attaching customary
deliveries; 
 (j) Good Standing Certificates. Subsistence or good standing certificates, and any applicable foreign qualification
certificates, for each Credit Party; 
 (k) Legal Opinions. The legal opinion of Blank Rome with respect to the Credit Parties and
opinions of local counsel to the Issuers in the various states in which the Issuers operate; 
 (l) Compliance Certificate. A
Compliance Certificate prepared as of the date of this Second Amendment with respect to the Measurement Period ended December 31, 2008; 
 (m) Other Fees and Expenses. Payment to the Noteholders, in immediately available funds, of all amounts necessary to reimburse the Noteholders for the reasonable fees and costs incurred by the Noteholders in connection with the
preparation and execution of this Second Amendment and any other Finance Document, including, without limitation, all fees and costs incurred by the Noteholders’ attorneys; 
  

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 (n) Consent and Waivers. Copies of any consents or waivers necessary in order for the Credit
Parties to comply with or perform any of their 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 
 (o) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the Noteholders 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 Noteholders under the Note Agreement, any Finance Document or any Second Amendment Document and the agreements and documents executed in connection therewith or (b) constitute a waiver of any
provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Note Agreement and the other Finance 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 Noteholders to grant any further amendments to any of the Finance Documents. 
 15. No Waiver of Existing Defaults. To induce the Noteholders to enter into this Second Amendment, the Credit Parties acknowledge, agree, warrant, and represent that nothing in this Second Amendment nor any communication between any
Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of (i) any Default or Event of Default arising as a result of the representations and warranties
set forth in Section 12 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 Note Agreement or any other Finance Document and/or applicable
law, with respect to any such Default or Event of Default arising as a result of the representations and warranties set forth in Section 12 proving to be false or incorrect in any material respect. 
 16. Waiver of Claims. The Credit Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally,
may have or claim to have against each of the Secured Parties as of the date hereof. 
 17. Binding Effect. This Second Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 18. Governing
Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law doctrine of the State of New York. 
 19. 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. 
 20. Counterparts. This Second Amendment may be executed in any number of counterparts with the same
effect as if all of the signatures on such counterparts appeared on 

  

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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. 
 21. Consent to
Second Amendment to Credit Agreement. To the extent that consent of the Noteholders is required, the Noteholders hereby consent to the Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof by and among the Credit
Parties, the Lenders, the Administrative Agent and the Collateral Agent. 
 22. Post-Closing Covenant. Not later than August 31,
2009, the Issuer 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. 
 [SIGNATURE PAGES FOLLOW] 
  

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

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

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	Parent:
	
	STONEMOR PARTNERS L.P.
	By: STONEMOR GP LLC
	 its General Partner

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

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

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President



  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase 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

  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase 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

  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase 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

  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase 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

  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase 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

  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase Agreement] 









					
	ISTAR TARA LLC
		
	By:	 	 /s/ Nina B. Matis

	Name:	 	Nina B. Matis
	Title:	 	Chief Investment Officer
	
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ Yvonne Guajardo

	Name:	 	Yvonne Guajardo
	Title:	 	Vice President
	
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	By:	 	Prudential Investment Management, Inc.
			
		 	By:	 	 /s/ Yvonne Guajardo

		 	Name:	 	Yvonne Guajardo
		 	Title:	 	Vice President
	
	PRUCO LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Yvonne Guajardo

	Name:	 	Yvonne Guajardo
	Title:	 	Vice President


  

 [Signature Page to Second Amendment to Amended and Restated Note Purchase Agreement] 








 EXHIBIT A-1 
 [FORM OF SERIES B NOTE] 
 STONEMOR OPERATING LLC 
 (AND OTHER ISSUERS) 
 11.00% SERIES B
SENIOR SECURED NOTE DUE 2012 
  

			
	No. RB-[    ]	  	
		
	Original Principal Amount:	  	$[            ]
		
	Original Issue Date:	  	August 15, 2007
		
	Interest Rate:	  	11.00% per annum (9.34% per annum through April 30, 2009)
		
	Interest Payment Dates:	  	November 15, February 15, May 15 and August 15 of each year commencing on November 15, 2007
		
	Final Maturity Date:	  	August 15, 2012
		
	Principal Prepayment Dates and Amounts:	  	Entire outstanding balance due on the Final Maturity Date
		
	PPN:	  	[                    ]

 FOR VALUE RECEIVED, the undersigned, STONEMOR OPERATING LLC, a Delaware limited
liability company (the “Company”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “Issuers”), hereby
jointly and severally promise to pay to [                    ], or registered assigns, the principal sum of
[                    ] Dollars ($[            ]) on the Final Maturity Date specified
above in an amount equal to the unpaid balance hereof, with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and
(b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on
demand) on the unpaid balance of the principal, on any overdue payment of interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 13.00% or (ii) 2% over the rate of
interest publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate; provided, however, to the extent applicable, the per annum interest rate otherwise applicable to this Note pursuant to
clauses (a) and (b) shall be increased by 1.50% during each Reserve Event Period pursuant to Section 1.8 of the Note Purchase Agreement (as defined below). 
  


 Exhibit A-1 - 1 








 Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this Note are to
be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company. 
 This Note is one of the Series B Notes (herein called the “Note”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note
Purchase Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Note Purchase Agreement. 
 This Note is secured by, and entitled to the benefits of, the Collateral described in the Security
Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder. 
 Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantee.

 This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for
all other purposes, and the Issuers shall not be affected by any notice to the contrary. 
 In case an Event of Default, as defined in the
Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement. 
 Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of
the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations. 
 This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

  

 Exhibit A-1 - 2 









			
	 STONEMOR OPERATING LLC, a Delaware
 limited
liability company

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[SUBSIDIARY ISSUERS]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Exhibit A-1 - 3 








 EXHIBIT A-2 
 [FORM OF SERIES C NOTE] 
 STONEMOR OPERATING LLC 
 (AND OTHER ISSUERS) 
 11.00% SERIES C
SENIOR SECURED NOTE DUE 2012 
  

			
	No. RC-1	  	
		
	Original Principal Amount:	  	$[            ]
		
	Original Issue Date:	  	December 21, 2007
		
	Interest Rate:	  	11.00% (9.09% per annum through April 30, 2009)
		
	Interest Payment Dates:	  	March 21, June 21, September 21 and December 21 of each year commencing on March 21, 2008
		
	Final Maturity Date:	  	August 15, 2012
		
	Principal Prepayment Dates and Amounts:	  	Entire outstanding balance due on the Final Maturity Date
		
	PPN:	  	[                    ]

 FOR VALUE RECEIVED, the undersigned, STONEMOR OPERATING LLC, a Delaware limited
liability company (the “Company”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “Issuers”), hereby
jointly and severally promise to pay to [                    ], or registered assigns, the principal sum of
[                    ] Dollars ($[            ]) on the Final Maturity Date specified
above in an amount equal to the unpaid balance hereof, with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and
(b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on
demand) on the unpaid balance of the principal, on any overdue payment of interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 13.00% or (ii) 2% over the rate of
interest publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate; provided, however, to the extent applicable, the per annum interest rate otherwise applicable to this Note pursuant to
clauses (a) and (b) shall be increased by 1.50% during each Reserve Event Period pursuant to Section 1.8 of the Note Purchase Agreement (as defined below). 
  


 Exhibit A-2 - 1 








 Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this Note are to
be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company. 
 This Note is one of the Shelf Notes (herein called the “Note”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note
Purchase Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Note Purchase Agreement. 
 This Note is secured by, and entitled to the benefits of, the Collateral described in the Security
Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder. 
 Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantees.

 This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for
all other purposes, and the Issuers shall not be affected by any notice to the contrary. 
 In case an Event of Default, as defined in the
Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement. 
 Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of
the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations. 
 [Remainder of page intentionally left blank. Signature pages follow.] 
  

 Exhibit A-2 - 2 








 This Note is intended to be performed in the State of New York and shall be construed and enforced in
accordance with the internal law of such State. 
  

			
	STONEMOR OPERATING LLC, a Delaware limited liability company
		
	By:	 	  

	Name:	 	Paul Waimberg
	Title:	 	Vice President and Assistant Secretary
	
	[SUBSIDIARY ISSUERS]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Exhibit A-2 - 3 








 EXHIBIT B 
 [CONFIRMATION AND REAFFIRMATION OF GUARANTEE] 
 Dated: April 30, 2009 
 Reference is made to that certain Amended and Restated Note Purchase Agreement, dated as of August 15, 2007 (the “Original Note Purchase
Agreement”), by and among StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Parent”), StoneMor Operating LLC, a
Delaware limited liability company (the “Company”), and each other Subsidiary of the Parent listed on the signature pages thereof under the heading “Subsidiary Issuers” (collectively, the “Subsidiary
Issuers”, and together with the Company, collectively, the “Issuers”, and together with the General Partner and the Parent, collectively, the “Credit Parties”) and each of the purchasers listed on
Schedule A attached thereto (collectively, the “Purchasers,” and together with their successors and assigns, including without limitation, future holders of the Shelf Notes, herein collectively referred to as the
“Noteholders”), as amended by that certain First Amendment to Amended and Restated Note Purchase Agreement, dated November 2, 2007, by and among the Credit Parties and the Noteholders (the “First Amendment”,
and the Original Note Purchase Agreement, as amended by the First Amendment, the “Existing Note Purchase Agreement”), pursuant to which the Issuers, among other things, have issued to the Purchasers their (a) 7.66% Senior
Secured Notes due September 20, 2009, in the aggregate principal amount of $80,000,000 (the “Series A Notes”), (b) 9.34% Series B Senior Secured Notes due August 15, 2012, in the aggregate principal amount of
$35,000,000 (the “Existing Series B Notes”), and (c) 9.09% Senior Secured Series C Notes due December 21, 2012, in the aggregate principal amount of $17,500,000 (the “Existing Series C Notes”, and together
with the Series A Notes and the Existing Series B Notes, the “Existing Notes”). 
 The Existing Note Purchase Agreement, the
Existing Series B Notes and the Existing Series C Notes are being amended pursuant to the terms of that certain Second Amendment to Amended and Restated Note Purchase Agreement of even date herewith by and among the Credit Parties and the
Noteholders (the “Second Amendment”, and the Existing Note Purchase Agreement as amended by the Second Amendment, the “Note Purchase Agreement”), whereby, among other things, the Issuers will (i) increase the
interest rate on the Existing Series B Notes from 9.34% to 11.00% per annum (the Existing Series B Notes, as so amended, the “Series B Notes”), (ii) increase the interest rate on the Existing Series C Notes from 9.09% to
11.00% per annum and shorten the maturity date on the Existing Series C Notes from December 21, 2012 to August 15, 2012 (the Existing Series C Notes, as so amended, the “Series C Notes”, and together with the Series A
Notes, the Series B Notes, collectively, the “Outstanding Notes”) and (iii) provide for an additional increase in the interest rate applicable to the Shelf Notes during a Reserve Event Period. Capitalized terms not herein
defined shall have the respective meanings assigned to them in the Note Purchase Agreement. 
 Each of the Parent and the General Partner are
parties to the Guarantee Agreement dated as of September 20, 2004 in favor of the Noteholders (the “Guarantee Agreement”). Each of 

  

 Exhibit B-1 








 
the Parent and the General Partner hereby (i) acknowledges receipt of a copy of the Second Amendment, (ii) consents to the Issuers’ execution
and delivery of the Second Amendment, the amendment of the Existing Series B Notes and the amendment of the Existing Series C Notes, (iii) acknowledges and agrees that, the Guaranteed Obligations (as such term defined in the Guarantee
Agreement) include obligations in respect of the Note Purchase Agreement, the Outstanding Notes and any Shelf Notes that may be issued in the future, and to that extent, the Guarantee Agreement shall be deemed to have been amended, and
(iv) acknowledges and agrees that the Guarantee Agreement is in full force and effect and, except as provided in the foregoing clause (iii), is unamended. 
 Although each of the Parent and the General Partner has been informed of the matters set forth herein and has acknowledged and agreed to the same, each of the Parent and the General Partner understands that the
Noteholders have no obligation to inform the Parent or the General Partner of such matters in the future or to seek the acknowledgment or agreement to future amendments, waivers or consents by the Parent or General Partner, and nothing herein shall
create such a duty. 
 Each of the Parent and General Partner also represents and warrants to the Noteholders that all of the representations
and warranties made by the Parent or the General Partner in the Guarantee Agreement are true and correct in all material respects on the date hereof as if made on and as of the date hereof, except to the extent that any of such representations and
warranties relate by their terms to a prior date (which remain true and correct as of such prior date). 
 [Remainder of page intentionally left blank;
next page is signature page.] 
  

 Exhibit B-2 








 IN WITNESS WHEREOF, each of the Parent and General Partner has caused this Confirmation and
Reaffirmation of Guarantee to be executed on its behalf, as of the date first above written, by one of its duly authorized officers. 
  

			
	STONEMOR PARTNERS L.P.
		
	By:	 	STONEMORE GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	STONEMOR GP LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Exhibit B-3 








 EXHIBIT C 
 [FORM OF COMPLIANCE CERTIFICATE] 
 Financial Statement Date:
            ,          
 Prudential
Investment Management Inc. 
 The Prudential Insurance Company of America 
 Prudential Retirement Insurance and Annuity Company 
 Pruco Life Insurance Company 
 Each Affiliate of Prudential Investment Management Inc. 
 which becomes bound by certain provisions of 
 the Note Agreement (as hereinafter defined) 
 c/o Prudential Capital Group

 1114 Avenue of the Americas, 30th Floor 
 New York, NY 10036

 iStar Tara LLC 
 Each Affiliate of iStar Financial Inc. which
becomes 
 bound by certain provisions of the Note Agreement 
 1114 Avenue of the Americas 
 New York, NY 10036 
 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Note Purchase Agreement, dated as of August 15,
2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Note 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 an “Issuer” and collectively, the “Issuers”), StoneMor GP LLC, a Delaware
limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited liability partnership (the “Parent”, together with the General Partner and the Issuers, each a “Credit
Party” and collectively, the “Credit Parties”), Prudential Investment Management Inc. (“Prudential”), iStar Tara LLC (“iStar”) and each of the holders of Notes from time to time party
thereto (the “Noteholders” and, together with Prudential and iStar, collectively, the “Investor Group”). Unless otherwise indicated, all capitalized terms used and not defined herein shall have the respective
meanings ascribed thereto in the Note 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 Investor
Group on the behalf of the Credit Parties, and that: 
 [Use following paragraph 1 for fiscal year-end financial statements] 

 

 Exhibit C-1 








 [1]. The Credit Parties have delivered the year-end audited financial statements required by
Section 7.1(a) of the Note 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 7.1(b) of the Note 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 Parent 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 Note 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. 
 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 Section 5 of the Note 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 Finance 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 5.5 of the Note Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the
Note 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:	 	  



  

 Exhibit C-2 









			
	
	STONEMOR GP LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 Exhibit C-3 








 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 Parent and its Subsidiaries for Subject Period:	  	$	            
					
		 		 	2.	  	Consolidated Interest Charges of the Parent 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 Credit Agreement, and the refinancing of the Series A 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:	  	$	            

  

 Exhibit C-4 









										
		 		 	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 Parent 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
				
		 	A.	 	Consolidated Funded Indebtedness for Subject Period:	  	$	            

  

 Exhibit C-5 









										
		 	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 Parent and any of its Subsidiaries for Subject Period:	  	$	            
				
		 	B.	 	Capital Expenditures of the Parent 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 Parent 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 Parent 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)


  

 Exhibit C-6 








 Annex I 
 None. 
  

 Annex I