Eighth Amendment to Amended and Restated Credit Agreement


 Exhibit 10.1 
 EIGHTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT

 This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Eighth Amendment”), dated
January 28, 2011, is by and among StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor Operating
LLC, a Delaware limited liability company (the “Operating Company”), the Subsidiaries of the Operating Company set forth on the signature pages hereto (together with the Operating Company, each individually a
“Borrower” and collectively, the “Borrowers” and together with the General Partner and the Partnership, each individually a “Credit Party” and collectively, the “Credit Parties”),
the Lenders, and Bank of America, N.A., a national banking association, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), and as Swing Line Lender and L/C Issuer. 

BACKGROUND 
 A. Pursuant to that certain Amended and Restated Credit Agreement, dated August 15, 2007, by and among the parties hereto, as amended by: (a) that certain First Amendment to Amended and Restated
Credit Agreement, dated November 2, 2007; (b) that certain Second Amendment to Amended and Restated Credit Agreement, dated April 30, 2009; (c) that certain Third Amendment to Amended and Restated Credit Agreement, dated
July 6, 2009; (d) that certain Fourth Amendment to Amended and Restated Credit Agreement, dated November 24, 2009; (e) that certain Fifth Amendment to Amended and Restated Credit Agreement, dated January 15, 2010;
(f) that certain Sixth Amendment to Amended and Restated Credit Agreement, dated May 4, 2010; and (g) that certain Seventh Amendment to Amended and Restated Credit Agreement, dated September 22, 2010 (as amended, modified or
otherwise supplemented from time to time, the “Credit Agreement”), the existing Lenders agreed, inter alia, to extend to the Borrowers (i) a revolving credit facility in the maximum aggregate principal amount of
Forty-Five Million Dollars ($45,000,000), and (ii) an acquisition facility in the maximum aggregate principal amount of Fifty-Five Million Dollars ($55,000,000). 
 B. The Borrowers have requested that the Lenders consent to the use of a portion of the proceeds of the upcoming issuance of Equity Interests by the Partnership (the “Refinancing
Issuance”), to occur on or prior to March 1, 2011 (the “Refinancing Date”), for the purpose of repaying in full all outstanding Senior Secured Notes, any prepayment fees and other transaction costs and expenses
incurred in connection therewith (the “Senor Note Refinancing”) on such Refinancing Date. 
 C. In connection
with the Senior Note Refinancing, the Borrowers have requested certain amendments to the Credit Agreement, including, without limitation, (a) an increase in the aggregate Revolving Credit Commitments to Fifty-Five Million Dollars ($55,000,000),
(b) an increase in the aggregate Acquisition Commitments to Sixty-Five Million Dollars ($65,000,000), and (c) an extension of the Maturity Date, and the Lenders are willing to agree to such amendments on the terms and subject to the
conditions set forth herein. 

  
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 NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 
 1. Definitions. 
 (a) General Rule. Except as expressly set forth
herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. 
 (b) Additional Definitions. The following additional definitions are hereby added to Section 1.01 (Defined Terms) of the Credit Agreement to read in their entirety as follows: 

“Eighth Amendment” means the Eighth Amendment to this Agreement dated January 28, 2011. 

“Refinancing Effective Date” means the first date on or before March 1, 2011, on which all of the following have
occurred: (a) the Senior Note Refinancing; and (b) the holders of the outstanding Senior Secured Notes release any interest they have in the Collateral, in each case, pursuant to the payoff letter delivered pursuant to Section 11(b)
of the Eighth Amendment. 
 “Senior Note Refinancing” means the repayment in full of all outstanding Senior
Secured Notes, any prepayment fees and other transactional costs and expenses incurred in connection therewith. 
 (c)
Amended and Restated Definitions. The following definitions in Section 1.01 (Defined Terms) of the Credit Agreement are hereby amended and restated to read in their entirety as follows: 

“Applicable Rate” means the applicable percentage per annum set forth below for Eurodollar Rate Loans, Letter of Credit
Fees and Base Rate Loans, as determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate at any time received by the Administrative Agent pursuant to Section 6.02(b): 

 

											
	 Applicable
Rate
	 
	 Pricing

Level
	  	 Consolidated

Leverage Ratio
	  	Eurodollar Rate Loans and
Letter of
Credit Fees	 	 	Base Rate
Loans	 
	 1
	  	< 1.50:1	  	 	2.75	% 	 	 	1.75	% 
	 2
	  	> 1.50:1 but < 2.50:1	  	 	3.25	% 	 	 	2.25	% 
	 3
	  	> 2.50:1	  	 	3.75	% 	 	 	2.75	% 

 Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the applicable Start Date; provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such 

  
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Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until the first Business Day after
the date which such Compliance Certificate is actually delivered which demonstrates another Pricing Level is applicable). Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period
shall be subject to the provisions of Section 2.10(b) and (c). 
 “Arranger” means Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, successor to Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager, together with any successor thereto. 

“Fee Letter” means the letter agreement, dated March 15, 2007, among the Partnership, the Administrative Agent and
the Arranger, and any other similar letter setting forth fees to be paid by any Credit Party to the Administrative Agent and/or the Arranger in connection with this Agreement, each as may be amended, restated, modified, extended, renewed, replaced
or supplemented from time to time. 
 “Maturity Date” means, as to each of the Acquisition Facility and the
Revolving Credit Facility, January 29, 2016; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Credit
Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility. 
 (d) Amendment to
Definition of “Consolidated EBITDA”. The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety Subsection (h), as follows:

 “(h) reasonable fees, costs and expenses, without duplication, incurred in connection with (i) the Seventh Amendment
and the related amendment to the Note Purchase Agreement, (ii) the Eighth Amendment and Refinancing Issuance (as defined therein), (iii) the Senior Note Refinancing, (iv) any future amendment, restatement, supplement or other
modification of this Agreement or any of the other Credit Documents, and (v) to the extent permitted hereunder, the issuance of Equity Interests and debt securities by the Partnership (it being agreed that the addback described in this clause
(h) shall be permitted with respect to each amendment or other transaction described in this clause (h) irrespective of whether such amendment or transaction is actually consummated);” 

2. Amendment to Section 2.14. Upon the Refinancing Effective Date, Section 2.14 of the Credit Agreement is hereby
amended and restated in its entirety as follows: 
 “Section 2.14 [Intentionally Omitted]” 

  
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 3. Amendment to Section 2.15. Upon the Refinancing Effective Date,
Section 2.15 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Section 2.15
[Intentionally Omitted]” 
 4. Amendment to Section 7.11. Upon the Refinancing Effective Date,
Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 7.11 Financial
Covenants. 
 (a) Minimum EBITDA. Permit Consolidated EBITDA for any Measurement Period to be
less than the sum of (i) $52,000,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after the Refinancing Effective Date (the “Permitted Acquisition Step-Up”). 

(b) Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any
Measurement Period ending in any year set forth below, to be less than the ratio set forth to the right of such year. 
  

					
	 Year
	  	Required Consolidated Fixed Charge
Coverage Ratio	 
		
	 2010 and 2011
	  	 	1.15x	  
		
	 2012 and thereafter
	  	 	1.20x	  

 (c)
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to be greater than: (i) 3.75 to 1.0 for the Measurement Period ended December 31, 2010, and (ii) 3.65 to 1.0 for any Measurement Period ending thereafter.

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

					
	 Year
	  	Maximum Maintenance Capital
Expenditures	 
		
	 2010 and 2011
	  	$	4,600,000	  
		
	 2012
	  	$	5,200,000	  
		
	 2013
	  	$	5,800,000	  
		
	 2014 and thereafter
	  	$	6,500,000	  


  
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 5. Consent to Senior Note Refinancing. Notwithstanding any provisions of the Credit
Agreement to the contrary and subject to the representations set forth herein, the Lenders hereby consent to the use of a portion of the proceeds of the Refinancing Issuance, on or prior to March 1, 2011, to effect the Senior Note Refinancing
on the Refinancing Date. 
 6. Consent to Reinstatement of Acquisition Commitments. 

(a) Each Lender hereby consents and agrees to the reinstatement of availability under its Acquisition Commitment in an amount equal to
the principal amount of such Lender’s Acquisition Loans prepaid on the Refinancing Date; provided, however, that any Acquisition Borrowing in excess of Five Million Dollars ($5,000,000) after the Refinancing Date (exclusive of outstanding
Acquisition Loans as of the date hereof after giving effect to the prepayment described above) shall be subject to the satisfaction of the conditions set forth in clause (b) below. Each Borrower hereby acknowledges and agrees that the
Acquisition Notes (including those delivered pursuant to this Eighth Amendment) evidence their obligation to repay Acquisition Loans outstanding under the Acquisition Facility whether such Acquisition Loans were made prior to or after the
reinstatement of availability under the Acquisition Commitments described in the prior sentence. 
 (b) The Lenders’
obligation to fund Acquisition Loans in excess of Five Million Dollars ($5,000,000) requested to be borrowed after the Refinancing Date shall be subject to the Administrative Agent’s receipt, in form and substance reasonably satisfactory to the
Administrative Agent, of the following (the “Restated Mortgage Deliveries”): (i) amendments and restatements of each of the Mortgages, addressing, inter alia, the amendments set forth in this Eighth Amendment and/or any
amendment and restatement of the Credit Agreement (the “Restated Mortgages”); (ii) commitments to issue date down endorsements to each policy together with copies of exception documents with respect to matters arising of record
after the date of the underlying policy or last date down endorsement thereto; (iii) surveys or survey affidavits of no change, to the extent requested by the Administrative Agent; (iv) bring-down title policies and/or endorsements
(subject to local practice); (v) flood insurance confirmations or certificates, as applicable, to the extent requested by the Administrative Agent; (vi) legal opinions from Blank Rome or local counsel, as applicable, with respect to each
of the Restated Mortgages; and (vii) and such other related real estate documents as are reasonably requested by the Administrative Agent. 
 7. Commitment Increases; Amendment and Restatement of Schedules and Exhibits. Upon the Refinancing Effective Date: 
 (a) the Lenders’ (i) aggregate Revolving Credit Commitments will be increased in an amount of $10,000,000, and (ii) aggregate Acquisition Commitments will be increased in an amount of
$10,000,000 (in addition to the reinstatement of availability under the Acquisition Commitments described in Section 6(a) above), in each case, as more fully set forth on Schedule 2.01 attached to this Eighth Amendment; 

  
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 (b) Schedule 2.01 shall hereby be amended, restated and replaced by Schedule 2.01 attached
to this Eighth Amendment and each Lender’s Commitments shall be restated in the amounts set forth thereon; provided that, any Loan not repaid on the Refinancing Date shall be treated as being made under such restated Commitments; and

 (c) Exhibit D (Compliance Certificate) shall hereby be amended, restated and replaced by Exhibit D attached to this Eighth
Amendment. 
 8. Continued Effectiveness. Upon the Refinancing Effective Date, the Security Documents shall continue to
secure all Obligations to the Secured Parties under the Credit Documents, and the Intercreditor Agreement shall continue to evidence an agreement among the Credit Parties and the Secured Parties; provided, that the terms of the Credit Agreement,
including, without limitation, the provisions of Sections 2.05 and 8.03 of the Credit Agreement, shall govern any sharing provisions with respect to the Collateral or proceeds thereof, and any mandatory repayment provisions, notwithstanding any
provisions of the Intercreditor Agreement. 
 9. Post-Closing Covenants. Following the Refinancing Effective Date, but
not later than the date that is 90 days after the Refinancing Effective Date (or in the case of the Notes of any Lender described in clause (c) below, such earlier date as may be reasonably requested by such Lender): (a) the Borrowers
shall deliver to the Collateral Agent the Restated Mortgages, and, in connection therewith, shall amend and restate the Security Agreement and the Pledge Agreement, each based on the existing agreements and such other modifications as may be
approved by Required Lenders; (b) the parties hereto shall enter into an amended and restated Credit Agreement, based on the Credit Agreement as amended by this Eighth Amendment and such other modifications as may be approved by Required
Lenders; (c) the Borrowers shall deliver to the Administrative Agent on behalf of the Lenders amended and restated Notes reflecting each Lender’s Commitments revised pursuant to the Eighth Amendment; (d) together with the Restated
Mortgages, the Borrowers shall deliver to the Collateral Agent each of the other Restated Mortgage Deliveries; and (e) the Borrowers shall deliver to the Administrative Agent all other customary deliveries relating to the above, including,
without limitation, (i) opinions of counsel (including local counsel) to the Credit Parties (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of such restated documents and the continued
perfection of the Collateral), in each case, in form and substance reasonably satisfactory to the Administrative Agent, and such authorizing resolutions, certificates and other documents as the Administrative Agent shall reasonably require, and
(ii) satisfactory evidence that the Administrative Agent (on behalf of the Secured Parties) shall have a continuing valid and perfected first priority (subject to certain exceptions set forth in Credit Agreement) lien and security interest in
the Collateral. The parties hereto agree that, upon restatement of the various Credit Documents described above, the Intercreditor Agreement shall terminate automatically, without further action of any party thereto. Each of the parties hereto
authorizes and directs the Administrative Agent to take any actions necessary release the holders of the Senior Secured Notes from the Intercreditor Agreement and any other Security Documents upon the Refinancing Effective Date. 

  
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 10. Representations and Warranties. Each Credit Party hereby represents and warrants
to the Administrative Agent and the Lenders that, as to such Credit Party and before and after giving effect to the Senior Note Refinancing: 
 (a) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Credit Agreement and the other Credit Documents are true and correct in all material
respects on and as of the date hereof as if made on and as of the date hereof, except to the extent such representation or warranty was made as of a specific date; 
 (b) Power and Authority. (i) Such Credit Party has the power and authority under the laws of its jurisdiction of organization and under its organizational documents to enter into and perform
this Eighth Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this Eighth Amendment and any such additional documents delivered in connection with the Eighth Amendment are herein
referred to as the “Eighth 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 Eighth Amendment Documents have
been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Eighth Amendment and the other Eighth Amendment Documents will constitute the valid and binding obligations of such Credit Party enforceable in accordance
with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of creditors rights in general and the availability of equitable remedies; 

(c) No Violation. The making and performance of the Eighth 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, any Credit Party; 

(d) No Default. Immediately prior to and after giving effect to this Eighth Amendment, no Default or Event of Default has
occurred and is continuing; 
 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since
December 31, 2009; and 
 (f) Organizational Documents. There have been no changes in the organizational documents
of the Credit Parties since August 15, 2007 (or such later date as any such organizational documents were initial adopted), except as described on Annex 1 hereto or as previously disclosed to the Administrative Agent in writing, certified
copies of which have been previously provided to the Lenders. 

  
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 11. Conditions to Effectiveness of Eighth Amendment. This Eighth Amendment shall be
effective upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) the effectiveness of Section 1 (other than the restatement of the
definitions of “Applicable Rate”, “Maturity Date” and “Swing Line Sublimit”) and Section 5 hereof shall not require receipt of the items described in (d) (Refinancing Issuance) or (j) (Lender Fees) below
prior to their effectiveness; and (ii) the effectiveness of the restatement of the definitions of “Applicable Rate”, “Maturity Date” and “Swing Line Sublimit” in Section 1, Sections 2 through 4 and Sections 6
through 9 shall only occur if the Refinancing Effective Date occurs on or prior to March 1, 2011: 
 (a) Eighth
Amendment. This Eighth Amendment, duly executed by the Credit Parties and the Lenders; 
 (b) Payoff Letter. A duly
executed copy of a payoff letter with respect to the outstanding Senior Secured Notes under the Note Purchase Agreement, in favor of the Credit Parties and the Collateral Agent and in form and substance reasonably satisfactory to the Administrative
Agent; 
 (c) High Yield Certificate. A certificate from the Partnership setting forth compliance with the requirements
of the High Yield Note Indenture with respect to the increase in the commitments described herein; 
 (d) Refinancing
Issuance. Evidence of the consummation of the Refinancing Issuance in an amount sufficient to complete the Senior Note Refinancing; 
 (e) Secretary’s Certificate. A master secretary’s certificate for each Credit Party, attaching customary deliveries; 

(f) Good Standing Certificates. Subsistence or good standing certificates for each applicable Credit Party dated as of (i) a
recent date in the case of certificates for the Partnership, the General Partner and the Operating Company, and (ii) dated after November 1, 2010 in the case of the other applicable Credit Parties; 

(g) Legal Opinion. The legal opinion of Blank Rome with respect to the Credit Parties; 

(h) Other Fees and Expenses. Payment to the Administrative Agent, in immediately available funds, of all amounts necessary to
reimburse the Administrative Agent for the reasonable fees and costs incurred by the Administrative Agent in connection with the preparation and execution of this Eighth Amendment and any other Credit Document, including, without limitation, all
fees and costs incurred by the Administrative Agent’s attorneys; 
 (i) Consent and Waivers. Copies of any consents
or waivers necessary in order for the Credit Parties to comply with or perform any of its covenants, agreements or obligations contained in any agreement which are required as a result of any Credit Party’s execution of this Eighth Amendment,
if any; 

  
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 (j) Lender Upfront Fees. The Operating Company shall have paid to the Administrative
Agent, for the account of each Lender, a fee (the “Upfront Fee”) equal to the sum of (a) 0.25% of the aggregate amount of such Lender’s Commitments as are in effect immediately following any prepayment of Acquisition Loans
with proceeds of the Refinancing Issuance (the “Prepayment”) and prior to any reinstatement or increases of such Lender’s Commitments under this Eighth Amendment, and (b) 0.75% of the aggregate amount by which such
Lender’s Commitments that are reinstated or increased, pursuant to the Eighth Amendment, following the Prepayment; provided, that if the Refinancing Issuance has not occurred on or prior to March 1, 2011, an Upfront Fee of $100,000, for
the account of the Lenders based on their aggregate Commitments on March 1, 2011, shall instead be payable on such date, notwithstanding that the Refinancing Issuance has not occurred; and 

(k) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the Administrative
Agent may reasonably request. 
 12. No Waiver; Ratification. The execution, delivery and performance of this Eighth
Amendment shall not (a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement or any other Credit Document and the agreements and documents executed in connection therewith or (b) except as expressly
stated herein, constitute a waiver of any provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed by each of the Credit Parties. Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments to the Credit Agreement or any of the other Credit
Documents. 
 13. Acknowledgments. To induce the Administrative Agent and the Lenders to enter into this Eighth
Amendment, the Credit Parties acknowledge, agree, warrant, and represent that: 
 (a) Acknowledgment of Obligations;
Collateral; Waiver of Claims. (i) the Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, the Credit Parties; (ii) the liens and security interests granted to
the Collateral Agent, on behalf of the Secured Parties, by the Credit Parties pursuant to the Credit Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests (subject to Permitted
Liens); and (iii) the Credit Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally, may have or claim to have against each of the Secured Parties as of the date hereof. 

14. No Waiver of Existing Defaults. No Default or Event of Default exists immediately before or immediately after giving effect to
this Eighth Amendment. Nothing in this Eighth 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


  
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constitute a waiver of (i) any Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect, or (ii) any
rights or remedies which any Secured Party has against any Credit Party under the Credit Agreement or any other Credit Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the foregoing
representation proving to be false or incorrect in any material respect. 
 15. Binding Effect. This Eighth Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 16.
Governing Law. This Eighth Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania. 

17. Headings. The headings of the sections of this Eighth Amendment are inserted for convenience only and shall not be deemed to
constitute a part of this Eighth Amendment. 
 18. Counterparts. This Eighth Amendment may be executed in any number of
counterparts with the same affect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original. Delivery of an executed counterpart of a signature page of this Eighth Amendment by
telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this Eighth Amendment. 

[Remainder Of Page Intentionally Left Blank, Signature Page Follows] 

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

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

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

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

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

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

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President




 
  
  

 
  
  

 
  
  

 
  
  

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






 Additional Credit Parties 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park Subsidiary, Inc. 

Arlington Development Company 
 Augusta Memorial
Park Perpetual Care Company 
 Bethel Cemetery Association 
 Beth Israel Cemetery Association of Woodbridge, New Jersey 
 Birchlawn Burial Park Subsidiary, Inc.

 Cedar Hill Funeral Home, Inc. 

Cemetery Investments Subsidiary, Inc. 
 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. 

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



 
  
  

 
  
  

 

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







 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. 

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

 Shenandoah Memorial Park Subsidiary, Inc. 
 Sierra View Memorial Park 
 Southern Memorial Sales Subsidiary, Inc. 

Springhill Memory Gardens Subsidiary, Inc. 
 Star
City Memorial Sales Subsidiary, Inc. 
 Stephen R. Haky Funeral Home, Inc. 
 Stitham Subsidiary, Incorporated 
 StoneMor Alabama Subsidiary, Inc. 

StoneMor California, Inc. 
 StoneMor California
Subsidiary, Inc. 
 StoneMor Georgia Subsidiary, Inc. 
 StoneMor Hawaii Subsidiary, Inc. 
 StoneMor North Carolina Funeral Services, Inc. 

StoneMor Ohio Subsidiary, Inc. 
 StoneMor
Tennessee Subsidiary, Inc. 
 StoneMor Washington, Inc. 
 Sunset Memorial Gardens Subsidiary, Inc. 
 Sunset Memorial Park Subsidiary, Inc. 

Temple Hill Subsidiary Corporation 
 The Valhalla
Cemetery Subsidiary Corporation 
 Virginia Memorial Service Subsidiary Corporation 
 W N C Subsidiary, Inc. 
 Wicomico Memorial Parks Subsidiary, Inc. 

Willowbrook Management Corp. 
  

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



 
  
  

 
  
  

 
  

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







 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


 
  
  

 
  
  

 
  
  

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







 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 Missouri LLC 

StoneMor Missouri Subsidiary LLC 
 StoneMor North
Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio LLC 
 StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 

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

StoneMor Washington Subsidiary LLC 
  

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


 
  
  

 
  
  

 
  
  

 
  

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







 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


 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

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







 
			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Kathleen
Carry




			
	Name:	 	 Kathleen
Carry




			
	Title:	 	 Vice President




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

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







 
			
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Kenneth G.
Wood




			
	Name:	 	 Kenneth G.
Wood




			
	Title:	 	 Senior Vice President




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







 
			
	SOVEREIGN BANK
		
	By:	 	 /s/ Daniel R.
Vereb




			
	Name:	 	 Daniel R.
Vereb




			
	Title:	 	 Vice President




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

  

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







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




			
	Name:	 	 Peter L. Davis

	Title:	 	 SVP




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







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




			
	Name:	 	 Allison Sardo

	Title:	 	 Senior Vice President




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

  

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







 
			
	FIRST NIAGARA BANK, N.A., successor by merger to Harleysville National Bank and Trust Company
		
	By:	 	 /s/ Henry G. Kush
Jr.




			
	Name:	 	 Henry G. Kush Jr.

	Title:	 	 VP




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

  

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







 
			
	SUN NATIONAL BANK
		
	By:	 	 /s/ Christopher P.
Kleczkowski




			
	Name:	 	 Christopher P. Kleczkowski

	Title:	 	 SVP




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







 
			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent
Nelson




			
	Name:	 	 Kent Nelson

	Title:	 	 SVP




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







 
			
	BENEFICIAL MUTUAL SAVINGS BANK
		
	By:	 	 /s/ Andrew J.
Niesen




			
	Name:	 	 Andrew J. Niesen

	Title:	 	 VP




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







 
			
	FOX CHASE BANK
		
	By:	 	 /s/ Paul A.
Pyfer




			
	Name:	 	 Paul A. Pyfer

	Title:	 	 Sr. Rel Mngr




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 

  

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







 
			
	RAYMOND JAMES BANK, FSB
		
	By:	 	 /s/ Garrett
McKinnon




			
	Name:	 	 Garret McKinnon

	Title:	 	 Senior Vice President




 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

  

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







 SCHEDULE 2.01 
 COMMITMENTS 
 AND APPLICABLE PERCENTAGES 

 

																	
	 Lender
	  	Acquisition
Commitment	 	  	Percentage of
Acquisition
Commitments	 	 	Revolving Credit
Commitment	 	  	Percentage of
Revolving Credit
Commitments	 
	 Bank of America, N.A.
	  	$	11,781,250.00	  	  	 	18.1250	% 	 	$	9,968,750.00	  	  	 	18.1250	% 
	 Sovereign Bank
	  	$	4,739,583.00	  	  	 	7.2917	% 	 	$	4,010,417.00	  	  	 	7.2917	% 
	 TD Bank, N.A.
	  	$	10,697,918.00	  	  	 	16.4583	% 	 	$	9,052,082.00	  	  	 	16.4583	% 
	 Capital One, N.A.
	  	$	10,427,083.00	  	  	 	16.0417	% 	 	$	8,822,917.00	  	  	 	16.0417	% 
	 Sun National Bank
	  	$	2,979,167.00	  	  	 	4.5833	% 	 	$	2,520,833.00	  	  	 	4.5833	% 
	 TriState Capital Bank
	  	$	4,604,167.00	  	  	 	7.0833	% 	 	$	3,895,833.00	  	  	 	7.0833	% 
	 First Niagara Bank, N.A.
	  	$	2,302,083.00	  	  	 	3.5417	% 	 	$	1,947,917.00	  	  	 	3.5417	% 
	 Beneficial Mutual Savings Bank
	  	$	2,302,083.00	  	  	 	3.5417	% 	 	$	1,947,917.00	  	  	 	3.5417	% 
	 Fox Chase Bank
	  	$	6,770,833.00	  	  	 	10.4167	% 	 	$	5,729,167.00	  	  	 	10.4167	% 
	 Raymond James Bank, FSB
	  	$	8,395,833.00	  	  	 	12.9167	% 	 	$	7,104,167.00	  	  	 	12.9167	% 
		  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 
	 Total:
	  	$	65,000,000.00	  	  	 	100.00	% 	 	$	55,000,000.00	  	  	 	100.00	% 
		  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 


  







 EXHIBIT D 
 FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement Date:
                ,              
 To: Bank of America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 

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

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or otherwise) of the Credit Parties during the accounting period covered by such financial statements. 

  







 3. The review described in paragraph 2 above did not disclose, and I have no knowledge of,
the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the fiscal period covered by the financial statements described in paragraph 1 above[, except as set forth below].

 4. The representations and warranties of the Credit Parties contained in Article V of the Agreement and all
representations and warranties of any Credit Party that are contained in any document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance Certificate is delivered. 
 5. The financial
covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate for the fiscal period covered thereby. 
 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                            ,
                        . 

 

			
	 STONEMOR GP LLC

		 	
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

  







 For the Quarter/Year ended
                                ,
201         (“Statement Date”) 
 SCHEDULE 1 

to the Compliance Certificate 
 ($ in 000’s) 
  

															
	 I
	  	 	Section 7.11(a) – Minimum EBITDA.	  			
				
		  	 	A.	  	  	 	Consolidated EBITDA for Measurement Period ending on above date (the “Subject Period”):	  	$	            	  
					
		  				  	 	1.	  	  	Consolidated Net Income of the Partnership and its Subsidiaries for Subject Period:	  	$	            	  
					
		  				  	 	2.	  	  	Consolidated interest expense of the Partnership and its Subsidiaries for Subject Period:	  	$	            	  
					
		  				  	 	3.	  	  	Provision for income taxes for Subject Period:	  	$	            	  
					
		  				  	 	4.	  	  	Depreciation and amortization expenses for Subject Period:	  	$	            	  
					
		  				  	 	5.	  	  	Non-cash cost for Cemetery Property and real property sold for Subject Period:	  	$	            	  
					
		  				  	 	6.	  	  	Any extraordinary losses for Subject Period:	  	$	            	  
					
		  				  	 	7.	  	  	Losses from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business for Subject Period:	  	$	            	  
					
		  				  	 	8.	  	  	Other non-cash items (including, without limitation, one-time charges associated with “cheap stock” compensation expense) for the Subject Period:	  	$	            	  
					
		  				  	 	9.	  	  	Reasonable fees, costs and expenses incurred in connection with the Transaction, the restructuring of the Existing Credit Agreement, the Note Purchase Agreement, the Seventh
Amendment and the related amendment to the Note Purchase Agreement, the Eighth Amendment and Refinancing Issuance (as defined therein), the Senior Note Refinancing, any future amendment, restatement, supplement or other modification of this
Agreement or any of the other Credit Documents, and to the extent permitted under the Credit Agreement, the issuance of Equity Interests and debt securities by the Partnership (it being agreed that the addback described above shall be permitted with
respect to each amendment or other transaction described above irrespective of whether such amendment or transaction is actually consummated):	  	$	            	  


  








															
		  				  	 	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:	  	$	            	  
					
		  				  	 	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 (including 14a - any changes arising as a result of the Highland Capital Sale)	  	$	            	  
					
		  				  	 	14a	  	  	Adjustment for changes arising as a result of the Highland Capital Sale	  	$	            	  
					
		  				  	 	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 + 14a +/- 15):
	  	$	            	  
				
		  	 	B.	  	  	 	$52,000,000	  	$	            	  
				
		  	 	C.	  	  	 	80% of Permitted Acquisition Step-Up	  	$	            	  
				
		  	 	D.	  	  	 	Minimum required: (Line I.B + I.C)	  	$	            	  
				
		  	 	E.	  	  	 	Excess (deficient) for covenant compliance (Line I.A.16 – I.D):	  	$	            	  
			
	 II
	  	 	Section 7.11(b) – Minimum Consolidated Fixed Charge Coverage Ratio.	  			
				
		  	 	A.	  	  	 	Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	$	            	  
				
		  	 	B.	  	  	 	Cash dividends or distributions made by the Partnership for Subject Period:	  	$	            	  
				
		  	 	C.	  	  	 	Consolidated Fixed Charges for Subject Period:	  	$	            	  


  








													
		  	 	D.	  	  	Consolidated Fixed Charge Coverage Ratio ((Line II.A – II.B) ÷ Line II.C):	  	 	             to 1.0	  
				
		  				  	        Minimum required: 	  	 
  
  
  
	1.15 to 1.0 (2010
 to 2011); 1.20 to

1.0 (2012 and
 thereafter)
	  
   

  
   

	III	  	 	Section 7.11(c) - Consolidated Leverage Ratio	  			
				
		  	 	A.	  	  	Consolidated Funded Indebtedness for Subject Period:	  	 	$            	  
				
		  	 	B.	  	  	Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	 	$            	  
				
		  	 	C.	  	  	Consolidated Leverage Ratio for Subject Period (Line III.A ÷ III.B):	  	 	             to 1.0	  
				
		  				  	        Maximum permitted:	  	 
  
  
  
	3.75 to 1.0 until
 12/31/10; 3.65 to

1.0 after 12/31/10

(thereafter)
	  
   

  
   

			
	IV	  	 	Section 7.11(d) – Maximum Maintenance Capital Expenditures	  			
				
		  	 	A.	  	  	Capital Expenditures of the Partnership and any of its Subsidiaries for Subject Period:	  	 	$            	  
				
		  	 	B.	  	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with improvements which enhance (as opposed to maintain)
the value of property for Subject Period:	  	 	$            	  
				
		  	 	C.	  	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with the purchase or construction of mausoleums for Subject
Period:	  	 	$            	  
				
		  	 	D.	  	  	Capital Expenditures of the Partnership and any of its Subsidiaries representing amounts paid in connection with Permitted Acquisitions for Subject Period:	  	 	$            	  
				
		  	 	E.	  	  	Maintenance Capital Expenditures for Subject Period (Line IV.A – (IV.B + C + D):	  	 	$            	  
				
		  				  	        Maximum permitted:	  	 
  
  
  
  
 
	2010, 2011 -
 $4,600,000

2012 - $5,200,000
 2013 - $5,800,000

2014, thereafter -
$6,500,000
	  
   

  
   

  
  



  







 ANNEX 1 

 
 None.