Third Amendment to Amended and Restated Note Purchase Agreement


 Exhibit 10.5 
 Execution Version 
 THIRD AMENDMENT TO

 AMENDMENT AND RESTATED NOTE PURCHASE AGREEMENT 
 This THIRD AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Third Amendment”), dated July 1, 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, and that certain Second Amendment to Amended and Restated Note Purchase Agreement, dated April 30, 2009 (the “Existing Note Agreement”, and as amended pursuant to
this Third Amendment, the “Note Agreement”), the Issuers, among other things, (i) issued to the Purchasers their (a) 11.00% Series B Senior Secured Notes due August 15, 2012, in the aggregate principal amount of
$35,000,000 (the “Series B Notes”), and (b) 11.00% Senior Secured Series C Notes due August 15, 2012, in the aggregate principal amount of $17,500,000 (the “Series C Notes”, and together with 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. 
 2. Amendments to Section 10.2. Subsection (g) and subsection (m) of Section 10.2 (Indebtedness) of the Existing Note Agreement are hereby amended and restated in their entirety as follows: 
 “(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or
capital assets within the limitations set forth in Section 10.1(i); provided, however, that the aggregate lease payments and principal amounts of all such Indebtedness at any one time outstanding shall not exceed $6,100,000;”

 “(m) Other unsecured Indebtedness not otherwise permitted above, in an aggregate principal amount outstanding not
to exceed $2,400,000 at any time.” 
 3. 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, 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 Third Amendment, the Confirmation and Reaffirmation of General Partner/Parent Guarantee attached hereto
as Exhibit A (the “Guarantor Confirmation”), and any other documents which the Noteholders require such Credit Party to deliver hereunder (this Third Amendment, the Guarantor Confirmation and any such additional documents
delivered in connection with this Third Amendment are herein referred to as the “Third 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 Third Amendment Documents have been adopted and taken and, upon their execution, the Note Agreement, as amended by this Third Amendment, the General Partner/Parent Guarantee (after giving effect to the Guarantor
Confirmation) and the other Third 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; 
  

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 (c) No Violation. The making and performance of the Third 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 Third 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 initially adopted), except as evidenced by certified copies which have been provided to the Noteholders; 
 (g) Credit Agreement Amendment Fees. None of the Credit Parties or any of their Affiliates have, or have agreed to, pay a fee or any
other compensation to any Lender in connection with the amendment to the Credit Agreement referred to in Section 4(c); and 
 (h) 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). 
 4. Conditions to Effectiveness of Amendment. This Third Amendment
shall be effective upon the Noteholders’ receipt of the following, each in form and substance reasonably satisfactory to the Noteholders: 
 (a) Third Amendment. This Third Amendment, duly executed by the Credit Parties and the Noteholders; 
  

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 (b) Guarantor Confirmation. The Guarantor Confirmation, duly executed by the General
Partner and the Parent; 
 (c) Amendment to Credit Agreement. A duly executed Third Amendment to Amended and Restated
Credit Agreement; 
 (d) Lender Documents. Copies of all documents delivered to the Lenders in connection with the
amendment to the Credit Agreement referred to in Section 4(c); 
 (e) 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 Third Amendment and any other
Finance Document, including, without limitation, all fees and costs incurred by the Noteholders’ attorneys; 
 (f)
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 Third Amendment, if any; and 
 (g) Other Documents and Actions. Such additional
agreements, instruments, documents, writings and actions as the Noteholders may reasonably request. 
 5. No Waiver;
Ratification. The execution, delivery and performance of this Third 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 Third 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. 
 6. No Waiver of Existing Defaults. To induce the Noteholders to enter into this Third Amendment, the Credit
Parties acknowledge, agree, warrant, and represent that nothing in this Third Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to
constitute a waiver of (i) any Default or Event of Default arising as a result of the representations and warranties set forth in Section 3 proving to be false or incorrect in any material respect, or (ii) any rights or remedies which
any Secured Party has against any Credit Party under the 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 3 proving to be false or incorrect in any material respect. 
  

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 7. 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. 
 8. Binding Effect. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 9. Governing Law. This Third 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. 
 10. Headings. The headings of the sections
of this Third Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Third Amendment. 
 11. Counterparts. This Third Amendment may be executed in any number of counterparts with the same effect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original.
Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this Third Amendment. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have
executed this Third 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 Third Amendment to Amended and Restated Note Purchase
Agreement (StoneMor)] 






 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. 
 Modem 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 Third Amendment to Amended and Restated Note Purchase Agreement
(StoneMor)] 






 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 
 WNC 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 Third Amendment to Amended and Restated Note Purchase Agreement (StoneMor)] 






 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 
 Loewen (Virginia) LLC 
 Lorraine Park Cemetery LLC 
 Melrose Land LLC 
 Modern Park Development LLC 
 Mount Lebanon 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 Third Amendment to Amended and Restated Note Purchase Agreement (StoneMor)] 






 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 Holding of Pennsylvania LLC 
 StoneMor Illinois LLC 
 StoneMor Illinois Subsidiary
LLC 
 StoneMor Indiana LLC 
 StoneMor
Indiana Subsidiary LLC 
 StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC 
 StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 
 StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 
 StoneMor Michigan
LLC 
 StoneMor Michigan Subsidiary LLC 
 StoneMor 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 Third Amendment to Amended and Restated Note Purchase Agreement (StoneMor)] 






 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill 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 Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg


         Paul Waimberg, as
Vice President of Finance for 
         each of the above-named Credit
Parties 
 [Signature page to Third Amendment to Amended and Restated Note Purchase Agreement (StoneMor)] 







			
	ISTAR TARA LLC
		
	By:	 	 /s/ Michelle M. MacKay

	Name:	 	Michelle M. MacKay
	Title:	 	Executive Vice President


 [Signature page to Third Amendment to Amended and Restated Note Purchase
Agreement (StoneMor)] 







			
	 THE PRUDENTIAL INSURANCE
 COMPANY OF AMERICA

		
	By:	 	 /s/ Yvonne Guajardo

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

	Name:	 	Yvonne Guajardo
	Title:	 	Assistant Vice President


 [Signature page to Third Amendment to Amended and Restated Note Purchase
Agreement (StoneMor)] 






 EXHIBIT A 
 [CONFIRMATION AND REAFFIRMATION OF GUARANTEE] 
 Dated: July 1, 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 that certain Second Amendment to Amended and Restated Note Purchase Agreement, dated April 30, 2009, by and among the Credit Parties and the Noteholders (the “Second Amendment”, and the Original Note Purchase Agreement, as
amended by the First Amendment and the Second Amendment, the “Existing Note Purchase Agreement”), pursuant to which the Issuers, among other things, issued to the Purchasers their (a) 11.00% Series B Senior Secured Notes due
August 15, 2012, in the aggregate principal amount of $35,000,000 (the “Series B Notes”), and (b) 11.00% Senior Secured Series C Notes due August 15, 2012, in the aggregate principal amount of $17,500,000 (the
“Series C Notes”, and together with the Series B Notes, the “Notes”). 
 The Existing Note
Purchase Agreement is being amended pursuant to the terms of that certain Third Amendment to Amended and Restated Note Purchase Agreement of even date herewith by and among the Credit Parties and the Noteholders (the “Third
Amendment”, and the Existing Note Purchase Agreement as amended by the Third Amendment, the “Note Purchase Agreement”) to, among other things, permit the Company to incur additional unsecured Indebtedness. 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 the Parent and the General Partner hereby (i) acknowledges receipt
of a copy of the Third Amendment, (ii) consents to the Issuers’ execution and delivery of the Third Amendment, (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

  

 Exhibit A-1 







 
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 A-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:	 	STONEMOR GP LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President
	
	STONEMOR GP LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President


 [Signature page to Confirmation and Reaffirmation of Guarantee re:

 Third Amendment to Amended and Restated Note Purchase Agreement (StoneMor)]