EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
 FIRST
AMENDMENT 
 TO CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2017 (the “Effective
Date”), is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative
Agent (in such capacity, the “Administrative Agent”). 
 WHEREAS, the Borrowers, the Lenders party thereto and the
Administrative Agent entered into that certain Credit Agreement dated as of August 4, 2016 (the “Credit Agreement”; unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the
Credit Agreement), whereby the Lenders have extended credit to the Borrowers on the terms and subject to the conditions described therein; 

WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders make certain modifications to the Credit Agreement as set
forth herein; and 
 WHEREAS, the Administrative Agent and the Required Lenders party hereto have agreed, subject to the terms and
conditions of this Amendment, to make such modifications to the Credit Agreement. 
 NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as follows: 
 1. Amendments to the Credit Agreement. As
of the Effective Date, the Credit Agreement is hereby amended as follows: 
 (a) Section 1.01 of the Credit Agreement is hereby amended
by amending and restating the following definitions in their entirety by deleting the text thereof and replacing it with the following: 

““Applicable Rate” means, for any day, with respect to any Eurodollar Revolving Loan, any Base Rate
Revolving Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread for Revolving Loans”, “Base Rate Spread for Revolving
Loans” or “Commitment Fee Rate”, as the case may be, based upon the Consolidated Leverage Ratio applicable on such date (as determined for any such date in accordance with paragraphs (i), (ii), (iii) and (iv) below): 







															
	 	  	 Consolidated

Leverage Ratio
	  	Eurodollar
Spread for
Revolving
Loans	 	 	Base Rate
Spread for
Revolving
Loans	 	 	Commitment
Fee Rate	 
	 Category 1:
	  	 £ 2.50 to 1.00
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.30	% 
	 Category 2:
	  	 > 2.50 to 1.00 but

£ 3.00 to 1.00
	  	 	2.25	% 	 	 	1.25	% 	 	 	0.35	% 
	 Category 3:
	  	 > 3.00 to 1.00 but

£ 3.50 to 1.00
	  	 	2.75	% 	 	 	1.75	% 	 	 	0.40	% 
	 Category 4:
	  	 > 3.50 to 1.00 but

£ 4.00 to 1.00
	  	 	3.25	% 	 	 	2.25	% 	 	 	0.45	% 
	 Category 5:
	  	 > 4.00 to 1.00
	  	 	3.75	% 	 	 	2.75	% 	 	 	0.50	% 

 First Amendment – StoneMor Operating LLC 

64137055 
 For purposes of the foregoing, 

(i) if at any time the Administrative Borrower fails to deliver the Financials on or before the date the Financials are due
pursuant to Section 5.01, category 5 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is three (3) Business Days after the Financials
are actually delivered, after which the category shall be determined in accordance with the table above as applicable; 

(ii) adjustments, if any, to the category then in effect shall be effective three (3) Business Days after the
Administrative Agent has received the applicable Financials (it being understood and agreed that each change in category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the
effective date of the next such change); 
 (iii) notwithstanding the foregoing, category 3 shall be deemed to be applicable
until the Administrative Agent’s receipt of the applicable Financials for the Partnership’s first full fiscal quarter ending after the Effective Date (unless such Financials demonstrate that category 4 should have been applicable during
such period, in which case category 4 shall be deemed to be applicable during such period) and adjustments to the category then in effect shall thereafter be effected in accordance with the preceding paragraphs; and 

(iv) notwithstanding the foregoing, category 5 shall be deemed to be applicable until the Administrative Agent’s receipt
of (A) the Financials for the Partnership’s Fiscal Year ending December 31, 2016, (B) the Financials for the Partnership’s fiscal quarter ending March 31, 2017 and (C) the Compliance Certificates required to be delivered under
Section 5.01(c) with respect to each such set of Financials. 
 “Consolidated EBITDA” means, for any
period, an amount equal to Consolidated Net Income plus (a) the following to the extent deducted in calculating such Consolidated Net Income for such period: (i) Consolidated Interest Expense, (ii) the provision for federal,
state, local and foreign income taxes, (iii) depreciation and amortization expense, (iv) non-cash cost for Cemetery Property and real property sold, (v) any extraordinary losses,
(vi) losses from sales of assets other than inventory and Cemetery Property sold in the ordinary 

  
 2 







 
course of business and other real property sold to the extent permitted under this Agreement (including real property sold pursuant to any Cemetery
Non-Profit Management Agreement or Exclusive Management Agreement), (vii) other non-cash items (including, without limitation,
unit-based compensation), (viii) reasonable fees, costs and expenses, without duplication, incurred in connection with (1) this Agreement and the other Loan Documents, including any amendment,
restatement, supplement or other modification of this Agreement or any of the other Loan Documents and (2) to the extent permitted hereunder, (A) the issuance of Equity Interests and debt securities by the Partnership and (B) the
refinancing of High Yield Notes with the proceeds of Future High Yield Notes or Permitted Unsecured Indebtedness, including prepaid interest and early redemption premium (it being agreed that the addback described in this clause (viii) shall be
permitted with respect to each amendment or other transaction described in this clause (viii) irrespective of whether such amendment or transaction is actually consummated), (ix) reasonable fees, costs and expenses, without duplication,
incurred in connection with any Permitted Acquisition or any unsuccessful attempt by the Partnership or its Subsidiaries to make an acquisition (including an acquisition structured as an Exclusive Management Agreement), irrespective of whether such
acquisition would have constituted a Permitted Acquisition had such acquisition been consummated, and (x) any realized losses in the Trust Accounts investment portfolio of the Loan Parties in an aggregate amount for all periods not to exceed
$53,000,000, and minus (b) to the extent included in calculating such Consolidated Net Income for such period, (i) any extraordinary gains, (ii) gains from sales of assets other than inventory and Cemetery Property sold in the
ordinary course of business and other real property sold to the extent permitted under this Agreement (including real property sold pursuant to any Cemetery Non-Profit Management Agreement or Exclusive
Management Agreement), (iii) the amount of non-cash gains during such period (other than as a result of deferral of purchase price with respect to notes or installment sales contracts received in connection
with sales of Cemetery Property) and (iv) other non-cash gains. Consolidated EBITDA shall be adjusted for the following: (x) “Change in Deferred Selling and Obtaining Costs”, and (y)
“Change in Deferred Revenue, net” as each such term is presented in the consolidated statement of cash flows of the Partnership; provided, that all calculations of Consolidated EBITDA shall additionally be adjusted on a Pro Forma
Basis to account for any Permitted Acquisitions or Equivalent Dispositions then being consummated, if applicable, as well as any other Permitted Acquisitions or Equivalent Dispositions consummated, on or after the first day of any related
Calculation Period or Measurement Period, as applicable (as if consummated on the first day of such applicable Calculation Period or Measurement Period).” 

(b) Section 5.01(a) of the Credit Agreement is hereby amended and restated in its entirety by deleting the text thereof and replacing it with
the following: 
 “(a) within ninety-five (95) days (or, for the Fiscal
Year ending December 31, 2016, prior to July 15, 2017) after the end of each Fiscal Year of the Partnership (or, if earlier, the date that the Annual Report on Form 10-K of the Partnership for such Fiscal Year
would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), commencing with the Fiscal Year ending December 31, 2016, its audited consolidated
balance sheet and related statements of income or operations, shareholders’ equity or partners’ capital and cash flows as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous
Fiscal Year, all reported on by Deloitte & Touche LLP or other independent public accountants reasonably acceptable to the Administrative Agent 

  
 3 







 
(without a “going concern” or like qualification or exception (other than a qualification in respect of any Fiscal Year in which the Maturity Date is scheduled to occur, due solely to
the maturity of the Obligations) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of
operations of the Partnership and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;” 

(c) Section 5.01(b) of the Credit Agreement is hereby amended and restated in its entirety by deleting the text thereof and replacing it with
the following: 
 “(b) (i) within forty-five (45) days (or, for the fiscal
quarter ending March 31, 2017, within forty-five (45) days after the date that the Annual Report on Form 10-K of the Partnership for the Fiscal Year ending December
31, 2016 is filed) after the end of each of the first three fiscal quarters of each Fiscal Year of the Partnership (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the Partnership for
such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), commencing with the fiscal quarter ending September 30, 2016,
its consolidated balance sheet and related statements of income or operations, shareholders’ equity or partners’ capital and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the Fiscal Year, setting
forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer as presenting fairly in all
material respects the financial condition and results of operations of the Partnership and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes (except for a footnote summarizing the investment of Trust Funds as at the end of the applicable fiscal quarter) and (ii) until both (1) the
Annual Report on Form 10-K of the Partnership for the Fiscal Year ending December 31, 2016 is filed and (2) the Quarterly Report on Form 10-Q for the Partnership
for the fiscal quarter ending March 31, 2017 is filed, within thirty-five (35) days after the end of each month of each Fiscal Year of the Partnership (or, for the month ending January 31, 2017, within thirty-five (35) days after the last day of February, 2017), commencing with the month ending January 31, 2017, its consolidated balance sheet and related statements of income or operations, shareholders’
equity or partners’ capital and cash flows as of the end of and for such month and the then elapsed portion of the Fiscal Year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and
results of operations of the Partnership and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes (except for a footnote summarizing the investment of Trust Funds as at the end of the applicable fiscal quarter);” 
 (d)
Section 6.07 of the Credit Agreement is hereby amended and restated in its entirety by deleting the text thereof and replacing it with the following: 

“Section 6.07. Restricted Payments. The Partnership will not, and will not permit any of its
Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Partnership may declare and pay dividends and distributions with respect to its Equity Interests payable solely in the
form of additional Equity Interests that are not Disqualified Equity Interests, (b) Subsidiaries may declare and 

  
 4 







 
pay dividends and distributions ratably with respect to their Equity Interests, (c) as long as no Event of Default exists or would result therefrom, the Partnership may declare and pay
regularly scheduled quarterly distributions to its general and limited partners pursuant to the Partnership Agreement as in effect on the Effective Date, and pay amounts related to the distribution equivalent rights granted to directors, officers,
employees or independent contractors of the General Partner, any Loan Party or any Subsidiary under the Partnership’s equity incentive plans and (d) as long as no Event of Default exists or would result therefrom, the Partnership may make
Restricted Payments the proceeds of which will be used to repurchase, retire, or otherwise acquire the Equity Interests of the Partnership from directors, officers, employees or independent contractors of the General Partner, any Loan Party or any
Subsidiary (or their estate, heirs, family member, spouse and/or former spouse), in each case, in connection with the resignation, termination, death or disability of any such directors, officers, employees or independent contractors in an aggregate
amount not to exceed $3,000,000 during any Fiscal Year. Until January 1, 2018, the Partnership will not, directly or indirectly, increase the amount of the quarterly distributions permitted under clause (c) above unless, at the time of
declaration thereof and on a pro forma basis after giving effect to the payment of such distribution, the Consolidated Leverage Ratio is no greater than 3.75:1.00.” 

(e) Section 6.12(a) of the Credit Agreement is hereby amended and restated in its entirety by deleting the text thereof and replacing it with
the following: 
 “(a) Maximum Consolidated Leverage Ratio. The Partnership will not permit the Consolidated
Leverage Ratio as of the last day of any fiscal quarter during any period set forth below, commencing on September 30, 2016, determined for the period of four (4) consecutive fiscal quarters ending on such date, to be greater than the ratio set
forth below opposite such period: 
  

			
	 Period
	  	 Ratio

		
	September 30, 2016 through	  	4.00:1.00
	December 31, 2016	  	
		
	January 1, 2017 through	  	4.25:1.00
	September 30, 2017	  	
		
	October 1, 2017 and thereafter	  	4.00:1.00

 Notwithstanding the foregoing, at any time on or after October 1, 2017, upon written notice by the
Administrative Borrower to the Administrative Agent pursuant to a certificate of a Responsible Officer on or prior to the last day of the fiscal quarter in which any Designated Acquisition occurs (or, if such Designated Acquisition is comprised of
more than one Permitted Acquisition, the fiscal quarter in which the last such Permitted Acquisition comprising such Designated Acquisition is consummated) (i) stating that the Administrative Borrower is making an election to increase the
Consolidated Leverage Ratio and (ii) certifying that the Administrative Borrower or another Loan Party has made a Designated Acquisition subsequent to the last day of the immediately preceding fiscal quarter and describing such Designated
Acquisition in reasonable detail, then, as of the last day of the fiscal quarter in which such Designated Acquisition occurs, and as of the last day of the immediately succeeding fiscal quarter, such ratio may be greater than 4.00:1.00, but in no
event greater than 4.25:1.00.” 

  
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 2. Conditions Precedent. The effectiveness of this Amendment is subject to the following
conditions precedent: 
 (a) receipt by the Administrative Agent of a copy of this Amendment, duly executed and delivered by
the Borrowers and the Required Lenders; 
 (b) receipt by the Administrative Agent of a copy of the attached Reaffirmation of
Guaranty, duly executed and delivered by each Guarantor; 
 (c) no Default or Event of Default shall exist immediately prior
to or after giving effect to the effectiveness of this Amendment; 
 (d) the truth and accuracy of the representations and
warranties contained in Section 4 of this Amendment; 
 (e) the Borrower shall have paid to the
Administrative Agent, for the ratable account of each Lender signatory to this Amendment, an amendment fee equal to 0.25% of such Lender’s Revolving Commitment, on the date of this Amendment; and 

(f) receipt by the Administrative Agent of all fees and expenses due and payable on or before the Effective Date including,
without limitation, fees and expenses of Hunton & Williams LLP, counsel to the Administrative Agent. 
 3. Reaffirmation.
Each Borrower hereby (a) ratifies and reaffirms all of its respective payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and (b) ratifies and reaffirms each grant of a Lien
on its property made pursuant to the Loan Documents and confirms that such Liens continue to secure the Secured Obligations under the Loan Documents, subject to the terms thereof. 

4. Representations, Warranties, Covenants and Acknowledgments. To induce the Administrative Agent to enter into this Amendment, each
Borrower hereby: 
 (a) represents and warrants that (i) as of the Effective Date, the representations and warranties of
such Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date; provided, that to the extent any such representation or warranty specifically refers
to an earlier date, such representation and warranty was true and correct in all material respects on and as of such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality”
or “Material Adverse Effect” or similar language was true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) as of the Effective Date, no Default or Event of Default has
occurred and is continuing, (iii) the execution and delivery of this Amendment is within each Borrower’s organizational powers and has been duly authorized by all necessary organizational actions and, if required, actions by equity holders
and (iv) this Amendment has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject
to general principles of equity, regardless of whether considered in a proceeding in equity or at law; 

  
 6 







 (b) acknowledges and agrees that (i) this Amendment is not intended, and
should not be construed, except as expressly set forth herein, as an amendment of, or any kind of waiver or consent related to, the Credit Agreement or the other Loan Documents, (ii) this Amendment shall not represent an amendment, consent, or
waiver related to any future actions of any Borrower or any Subsidiary and (iii) the Administrative Agent and each Lender reserves all of their respective rights pursuant to the Credit Agreement and the other Loan Documents; 

(c) further acknowledges and agrees that this Amendment shall be deemed a Loan Document for all purposes under the Credit
Agreement and the other Loan Documents; and 
 (d) further acknowledges and agrees that, after giving effect to this
Amendment, no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection in favor of any Borrower against the Administrative Agent or any Lender exists as of the Effective Date arising out of or with respect to this
Amendment, the Credit Agreement or any other Loan Document. 
 5. Effect of Amendment. This Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. This Amendment is a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 

6. Miscellaneous. 

(a) Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Subject to the terms of Section 2 of this Amendment, this Amendment shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Required Lenders and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any
document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based 

  
 7 







 
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

(b) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 (c) Governing
Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 (d)
Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the
United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against any Borrower or its properties in the
courts of any jurisdiction. 
 (e) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment or any other Loan Document in any court referred to in Section
6(d). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(f). 

  
 8 







 (g) Headings. Article and Section headings used herein are for convenience
of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

[remainder of page intentionally blank] 

  
 9 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	Administrative Borrower:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President
	
	Partnership:
	
	STONEMOR PARTNERS L.P.
	By: STONEMOR GP LLC, as its General Partner
		
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 Alleghany Memorial Park Subsidiary, Inc.

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

Birchlawn Burial Park Subsidiary, Inc.
 Bronswood Cemetery,
Inc.
 Cedar Hill Funeral Home, Inc.
 Cemetery Investments
Subsidiary, Inc.
 Chapel Hill Associates, Inc.
 Chapel Hill
Funeral Home, Inc.
 Columbia Memorial Park Subsidiary, Inc.

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

Covenant Acquisition Subsidiary, Inc.
 Covington Memorial Funeral
Home, Inc.
 Covington Memorial Gardens, Inc.
 Eloise B. Kyper
Funeral Home, Inc.
 Forest Lawn Gardens, Inc.
 Forest Lawn
Memory Gardens, Inc.
 Forest Lawn Memorial Chapel, Inc.
 Glen
Haven Memorial Park Subsidiary, Inc.
 Henry Memorial Park Subsidiary, Inc.

KIRIS Subsidiary, Inc.
 Kirk & Nice, Inc.

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

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



 

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 Modern Park Development Subsidiary, Inc.

Oak Hill Cemetery Subsidiary, Inc.
 Osiris Holding Finance
Company
 Osiris Holding of Maryland Subsidiary, Inc.
 Osiris
Holding of Rhode Island Subsidiary, Inc.
 Osiris Management, Inc.

Osiris Telemarketing Corp.
 Perpetual Gardens.Com, Inc.

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

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

Stephen R. Haky Funeral Home, Inc.
 Star City Memorial Sales
Subsidiary, Inc.
 Stitham Subsidiary, Incorporated
 StoneMor
Alabama Subsidiary, Inc.
 StoneMor California, Inc.
 StoneMor
California Subsidiary, Inc.
 StoneMor Georgia Subsidiary, Inc.

StoneMor Hawaii Subsidiary, Inc.
 StoneMor North Carolina Funeral
Services, Inc.
 StoneMor Ohio Subsidiary, Inc.
 StoneMor Puerto
Rico Cemetery and Funeral, Inc.
 StoneMor Tennessee Subsidiary, Inc.

StoneMor Washington, Inc.
 Sunset Memorial Gardens Subsidiary,
Inc.
 Sunset Memorial Park Subsidiary, Inc.
 Temple Hill
Subsidiary Corporation
 The Valhalla Cemetery Subsidiary Corporation

Virginia Memorial Service Subsidiary Corporation
 W N C
Subsidiary, Inc.
 Wicomico Memorial Parks Subsidiary, Inc.

Willowbrook Management Corp.



 

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 Alleghany Memorial Park LLC

Altavista Memorial Park LLC
 Birchlawn Burial Park LLC

CMS West LLC
 CMS West Subsidiary LLC

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

Cemetery Management Services of Ohio, L.L.C.
 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
 Rolling Green Memorial Park LLC
 Rockbridge Memorial
Gardens 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/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 StoneMor Alabama LLC
 StoneMor
Arkansas Subsidiary LLC
 StoneMor Cemetery Products LLC

StoneMor Colorado LLC
 StoneMor Colorado Subsidiary LLC

StoneMor Georgia LLC
 StoneMor Hawaiian Joint Venture Group
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 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
 StoneMor Wisconsin LLC
 StoneMor
Wisconsin Subsidiary LLC


  

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 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/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	Cornerstone Trust Management Services LLC
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 








			
	 StoneMor Florida LLC
 StoneMor
Florida Subsidiary LLC

		
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as the Administrative Agent

		
	By:	 	 /s/ Allison Sardo

	Name:	 	Allison Sardo
	Title:	 	Senior Vice President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	Capital One, National Association
		
	By:	 	 /s/ Allison Sardo

	Name:	 	Allison Sardo
	Title:	 	Senior Vice President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	Citizens Bank of Pennsylvania
		
	By:	 	 /s/ Dale R. Carr

	Name:	 	Dale R. Carr
	Title:	 	Senior Vice President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







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

	Name:	 	Susan Schwartz
	Title:	 	Vice President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	RAYMOND JAMES BANK, N.A.
		
	By:	 	 /s/ Daniel Gendron

	Name:	 	Daniel Gendron
	Title:	 	Vice President



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	 /s/ Daniel K. Reagle

		
	By:	 	JPMorgan Chase Bank, N.A.
	Name:	 	Daniel K. Reagle
	Title:	 	Authorized Officer



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	Univest Bank and Trust Co
		
	By:	 	 /s/ Paul A Pyfer

	Name:	 	 Paul A Pyfer

	Title:	 	 S.V.P




  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	CUSTOMERS BANK
		
	By:	 	 /s/ Eugene Kennedy

	Name:	 	Eugene Kennedy
	Title:	 	Managing Director



  
 Signature Page to First
Amendment 
 [StoneMor Operating LLC] 







 
			
	Webster Bank, National Association
		
	By:	 	 /s/ Kent Nelson

	Name:	 	Kent Nelson
	Title:	 	Senior Vice President



  
 Signature Page to
First Amendment 
 [StoneMor Operating LLC] 







 
			
	TriState Capital Bank
		
	By:	 	 /s/ Joseph M. Finley

	Name:	 	Joseph M. Finley
	Title:	 	Regional President



  
 Signature Page to
First Amendment 
 [StoneMor Operating LLC] 







 REAFFIRMATION OF GUARANTY 

March 15, 2017 
 In
connection with that certain Credit Agreement dated as of August 4, 2016 (as amended, the “Credit Agreement” unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Credit
Agreement) by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party thereto, the LENDERS party thereto and CAPITAL ONE, NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), the undersigned entered into that certain Guaranty and Collateral Agreement dated as of August 4, 2016 or a supplement or joinder thereto
(collectively, the “Guaranty Agreement”) for the benefit of the Administrative Agent and the other Secured Parties to guaranty the payment and performance of the Secured Obligations pursuant to the terms of the Guaranty Agreement.

 The undersigned now hereby (i) acknowledges the terms of the attached Amendment dated as of the date hereof by and among the
Administrative Borrower, the other Borrowers thereto, the Lenders party thereto and the Administrative Agent, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under the Guaranty Agreement and each of the other Loan
Documents to which it is a party and (iii) ratifies and reaffirms each grant of a Lien on its property made pursuant to the Loan Documents and confirms that such Liens continue to secure the Secured Obligations under the Loan Documents, subject
to the terms thereof. 
 [remainder of page intentionally blank] 






 IN WITNESS WHEREOF, the parties hereto have caused this Reaffirmation of Guaranty to be duly
executed by their respective authorized officers as of the day and year first above written. 
  

			
	Partnership:
	
	 STONEMOR PARTNERS L.P.
 By: STONEMOR
GP LLC, as its General Partner

		
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President



  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 








			
	 Alleghany Memorial Park Subsidiary, Inc.

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

Birchlawn Burial Park Subsidiary, Inc.
 Bronswood Cemetery,
Inc.
 Cedar Hill Funeral Home, Inc.
 Cemetery Investments
Subsidiary, Inc.
 Chapel Hill Associates, Inc.
 Chapel Hill
Funeral Home, Inc.
 Columbia Memorial Park Subsidiary, Inc.

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

Covenant Acquisition Subsidiary, Inc.
 Covington Memorial Funeral
Home, Inc.
 Covington Memorial Gardens, Inc.
 Eloise B. Kyper
Funeral Home, Inc.
 Forest Lawn Gardens, Inc.
 Forest Lawn
Memory Gardens, Inc.
 Forest Lawn Memorial Chapel, Inc.
 Glen
Haven Memorial Park Subsidiary, Inc.
 Henry Memorial Park Subsidiary, Inc.

KIRIS Subsidiary, Inc.
 Kirk & Nice, Inc.

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

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

Lorraine Park Cemetery Subsidiary, Inc.



 

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Modern Park Development Subsidiary, Inc. 

Oak Hill Cemetery Subsidiary, Inc. 
 Osiris Holding Finance
Company 
 Osiris Holding of Maryland Subsidiary, Inc. 
 Osiris
Holding of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 

Osiris Telemarketing Corp. 
 Perpetual Gardens.Com, Inc. 

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

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

Stephen R. Haky Funeral Home, Inc. 
 Star City Memorial Sales
Subsidiary, Inc. 
 Stitham Subsidiary, Incorporated 
 StoneMor
Alabama Subsidiary, Inc. 
 StoneMor California, Inc. 
 StoneMor
California Subsidiary, Inc. 
 StoneMor Georgia Subsidiary, Inc. 

StoneMor Hawaii Subsidiary, Inc. 
 StoneMor North Carolina Funeral
Services, Inc. 
 StoneMor Ohio Subsidiary, Inc. 
 StoneMor
Puerto Rico Cemetery and Funeral, Inc. 
 StoneMor Tennessee Subsidiary, Inc. 

StoneMor Washington, Inc. 
 Sunset Memorial Gardens Subsidiary,
Inc. 
 Sunset Memorial Park Subsidiary, Inc. 
 Temple Hill
Subsidiary Corporation 
 The Valhalla Cemetery Subsidiary Corporation 

Virginia Memorial Service Subsidiary Corporation 
 W N C
Subsidiary, Inc. 
 Wicomico Memorial Parks Subsidiary, Inc. 

Willowbrook Management Corp. 
  

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

CMS West LLC 
 CMS West Subsidiary LLC 

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

 Cemetery Management Services of Ohio, L.L.C. 
 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 
 Rolling Green Memorial
Park LLC 
 Rockbridge Memorial Gardens 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/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC

 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 

StoneMor Georgia LLC 
 StoneMor Hawaiian Joint Venture Group 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 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 
 StoneMor Wisconsin LLC 
 StoneMor
Wisconsin Subsidiary LLC 
  

			
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 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/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 








			
	Cornerstone Trust Management Services LLC
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 








			
	 StoneMor Florida LLC
 StoneMor
Florida Subsidiary LLC

		
	By:	 	 /s/ Lawrence Miller

	Name:	 	Lawrence Miller
	Title:	 	Chief Executive Officer, President


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC]