Confirmation and Amendment Agreement


 Exhibit 10.2 
 EXECUTION VERSION 
 CONFIRMATION AND AMENDMENT AGREEMENT 

THIS CONFIRMATION AND AMENDMENT AGREEMENT is made on January 19, 2012 (the “Agreement”), by each of the undersigned
parties hereto in favor of BANK OF AMERICA, N.A. (“Bank of America”), as Collateral Agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). 

BACKGROUND 
 A. Reference is made to that certain Second Amended and Restated Credit Agreement dated April 29, 2011, as amended by a First Amendment to Second Amended and Restated Credit Agreement, dated
August 4, 2011, a Second Amendment to Second Amended and Restated Credit Agreement, dated October 28, 2011, and as supplemented by the Joinder to the Amended and Restated Credit Agreement and Credit Documents, dated August 1, 2011,
the Joinder to the Amended and Restated Credit Agreement and Credit Documents, dated August 17, 2011 and the Joinder to Amended and Restated Credit Agreement and Credit Documents, dated January 3, 2012 (collectively, the
“Joinders”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the Subsidiaries of the Operating Company (together with the Operating Company, each individually a
“Borrower” and collectively, the “Borrowers”), StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the
“Partnership”, together with Operating Company, the Borrowers and the General Partner, each a “Credit Party” and collectively the “Credit Parties”), the lenders from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Existing Credit Agreement”). 

B. Pursuant to the Existing Credit Agreement, various of the Credit Parties delivered to the Collateral Agent various security and
collateral documents in favor of the Collateral Agent, including, without limitation: (i) that certain Amended and Restated Security Agreement, dated April 29, 2011, as amended by the Joinders (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Security Agreement”) among the Credit Parties in favor of the Collateral Agent, (ii) that certain Amended and Restated Pledge Agreement, dated April 29, 2011, as
amended by the Joinders (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Pledge Agreement”) among the Credit Parties in favor of the Collateral Agent, and (iii) various
Mortgages, each as supplemented, amended or modified from time to time, including, as to the Security Agreement and the Pledge Agreement, by the Joinders (the Security Agreement, the Pledge Agreement and Mortgages, together with any other
agreements, instruments or documents that create a Lien in favor of the Collateral Agent, all as may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time collectively the “Security
Documents”). 
 C. In connection herewith, the parties to the Existing Credit Agreement are now amending and restating
the Existing Credit Agreement pursuant to that certain Third Amended and Restated Credit Agreement, dated January 19, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”). 
 D. The Security Documents secure the obligations of the Credit Parties to the Lenders under, inter
alia, the Credit Agreement. 






 AGREEMENT 
 1. 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 Security Agreement (as amended
hereby). 
 2. Acknowledgement. Each Credit Party hereby acknowledges that each Security Document continues in full force
and effect and relates to the obligations of such Credit Party under the Credit Agreement. Each Credit Party further (a) acknowledges that the Obligations of the Credit Parties under the Credit Agreement are secured obligations under the
Security Agreement and each of the other Security Documents and (b) confirms its obligations under the Security Agreement and each of the other Security Documents. The Liens, grants, covenants and agreements set forth in the Security Documents
are hereby made and granted to secure the obligations under the Credit Agreement as if the same were made or granted on the date hereof; and, each Credit Party hereby agrees that from the date hereof through the Termination Date, the Credit Parties
shall comply with, and be subject to and bound by, each of the terms and provisions of the Credit Agreement. 
 3. Amendment
and Restatement of Notice Provisions. The notice requirements of Section 10.1 of the Security Agreement and Article XX of the Pledge Agreement are hereby amended and restated to the extent necessary to conform all requirements and notice
addresses thereunder with Section 11.02 of the Credit Agreement. 
 4. Amended and Restated Definitions. The
following definitions in the Security Documents are hereby amended and restated as follows: 
 (a) “Credit
Agreement.” All references in any of the Security Documents to the Existing Credit Agreement are hereby deemed to be references to the Credit Agreement, and all references in any of the Security Documents to any terms defined in the
Existing Credit Agreement are hereby deemed to be references to terms defined in the Credit Agreement. 
 5. Amendments to
Security Agreement. The following provisions of the Security Agreement are hereby amended as set forth below: 
 (a) In
Recital (D), the phrase “, Acquisition Loans” is deleted. 
 6. Amendments to Pledge Agreement. The following
provisions of the Pledge Agreement are hereby amended as set forth below: 
 (a) In Recital (D), the phrase “, Acquisition
Loans” is deleted. 
 7. Ratification. Except as expressly modified hereby, all terms, conditions and provisions of
each Security Document shall remain in full force and effect and are hereby ratified and confirmed by all parties hereto. Nothing contained herein constitutes an agreement or obligation by the Collateral Agent to grant any further amendments to the
Security Documents. Each Credit Party hereby represents and warrants that each of the representations and warranties made by it in the Security Agreement and the Pledge Agreement are true and correct in all material respects as of the date hereof.

 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. 






 9. Governing Law. This Agreement and any claims, controversy, dispute or cause of
action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement (except, as to any other Security Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be
governed by, and construed in accordance with, the law of the Commonwealth of Pennsylvania. 
 10. Headings. The headings
of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement. 
 11. Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by electronic means (e.g. “pdf” or “tif”) shall be effective as
delivery of a manually executed counterpart of this Agreement. 






 IN WITNESS WHEREOF, the parties hereto have caused this Confirmation and Amendment Agreement
to be duly executed as of the date first above written. 
  

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

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

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President
	
	Operating Company:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President



  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-1 







 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. 
 Chapel
Hill Associates, Inc. 
 Chapel Hill Funeral Home, 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. 
 Covington Memorial Funeral Home, Inc. 

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

Forest Lawn Memory Gardens, Inc. 
 Glen Haven
Memorial Park Subsidiary, Inc. 
 Henry Memorial Park Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside Memorial Park Association, Inc. 

Kingwood Memorial Park Association 
 KIRIS
Subsidiary, Inc. 
 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. 
  

			
	By:	 	 /s/ Paul Waimberg


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

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-2 







 Ohio Cemetery Holdings, Inc. 
 Osiris Holding Finance Company 
 Osiris Holding of Maryland Subsidiary, Inc. 

Osiris Holding of Rhode Island Subsidiary, Inc. 

Osiris Management, Inc. 
 Osiris Telemarketing
Corp. 
 Perpetual Gardens.Com, Inc. 

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

 Russell Memorial Cemetery Subsidiary, Inc. 
 SCI Puerto Rico Funeral and Cemetery Services, 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 

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-3 







 Alleghany Memorial Park LLC 
 Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

Cemetery Investments LLC 
 Cemetery Management
Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 CMS West LLC 

CMS West Subsidiary LLC 
 Columbia Memorial Park
LLC 
 Cornerstone Family Services of West Virginia LLC 
 Cornerstone Funeral and Cremation Services LLC 
 Covenant Acquisition LLC 

Glen Haven Memorial Park LLC 
 Henlopen Memorial
Park LLC 
 Henlopen Memorial Park Subsidiary LLC 
 Henry Memorial Park LLC 
 Juniata Memorial Park LLC 

KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC

 Lakewood Memory Gardens South LLC 

Laurel Hill Memorial Park LLC 
 Loewen [Virginia]
LLC 
 Lorraine Park Cemetery LLC 

Modern Park Development LLC 
 Oak Hill Cemetery
LLC 
 Osiris Holding of Maryland LLC 

Osiris Holding of Pennsylvania LLC 
 Osiris
Holding of Rhode Island LLC 
 Plymouth Warehouse Facilities LLC 
 PVD Acquisitions LLC 
 Rockbridge Memorial Gardens LLC 

Rolling Green Memorial Park LLC 
 Rose Lawn
Cemeteries LLC 
 Roselawn Development LLC 
 Russell Memorial Cemetery LLC 
 Shenandoah Memorial Park LLC 

Southern Memorial Sales LLC 
 Springhill Memory
Gardens LLC 
 Star City Memorial Sales LLC 
 Stitham LLC 
  

			
	By:	 	 /s/ Paul Waimberg


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

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-4 







 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 Holding of Pennsylvania LLC 

StoneMor Illinois LLC 
 StoneMor Illinois
Subsidiary LLC 
 StoneMor Indiana LLC 

StoneMor Indiana Subsidiary LLC 
 StoneMor Iowa
LLC 
 StoneMor Iowa Subsidiary LLC 

StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary
LLC 
 StoneMor Kentucky LLC 
 StoneMor
Kentucky Subsidiary LLC 
 StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 
 StoneMor Mississippi LLC 

StoneMor Mississippi Subsidiary LLC 
 StoneMor
Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 

StoneMor Ohio LLC 
 StoneMor Oklahoma LLC

 StoneMor Oklahoma Subsidiary LLC 

StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary
LLC 
 StoneMor Pennsylvania LLC 

StoneMor Pennsylvania Subsidiary LLC 
 StoneMor
Puerto Rico LLC 
 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina LLC 
 StoneMor South Carolina Subsidiary LLC 

StoneMor Washington Subsidiary LLC 
  

			
	 By:
	 	 /s/ Paul Waimberg


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

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-5 







 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill LLC 
 The Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens LLC 

Virginia Memorial Service LLC 
 WNCI LLC

 Wicomico Memorial Parks LLC 

Woodlawn Memorial Park Subsidiary LLC 
  

			
	 By:
	 	 /s/ Paul Waimberg


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

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-6 







 ACKNOWLEDGED: 
 BANK OF AMERICA, N.A., as Collateral Agent 
  

			
	By:	 	 /s/ Fani Davidson

		 	Fani Davidson, Assistant Vice President

 Acknowledgment to Confirmation and Amendment Agreement 

  

Confirmation and Amendment Agreement 
 Credit Parties Signature Page 
 S-7