Second Amendment to Second Amended and Restated Credit Agreement


 Exhibit 10.1 
 SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) dated
October 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 Second Amended and Restated Credit Agreement, entered into on April 29, 2011, by and among the parties hereto, as amended by that certain First Amendment to Second Amended
and Restated Credit Agreement, dated August 4, 2011 (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 Fifty-Five Million Dollars ($55,000,000), and (ii) an acquisition facility in the maximum aggregate principal amount of Sixty-Five Million Dollars ($65,000,000).

 B. The Borrowers have requested certain amendments to the Credit Agreement, and the Lenders are willing to agree to such
amendments on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 

1. Definitions. 
 (a) General Rule. Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. 

2. Amendment to Subsection (b) of Section 7.11 (Financial Covenants). Section 7.11(b) of the Credit Agreement is
hereby amended and restated in its entirety as follows: 
 (b) Minimum Consolidated Fixed Charge Coverage
Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any Measurement Period ending in any quarter or year set forth below, to be less than the ratio set forth to the right of such quarter or year. 

  
 1 








					
	 Quarter/Year
	  	Required Consolidated Fixed
Charge Coverage Ratio	 
		
	 Second fiscal quarter of 2011
	  	 	1.08x	  
		
	 Third and fourth fiscal quarters of 2011
	  	 	1.05x	  
		
	 2012 and thereafter
	  	 	1.20x	  

 3. Amendment and Restatement of Exhibit D. Exhibit D (Compliance Certificate) shall be amended,
restated and replaced by Exhibit D attached to this Second Amendment. 
 4. Representations and Warranties. Each Credit
Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party: 

(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 Second Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this Second Amendment and any
such additional documents delivered in connection with the Second Amendment are herein referred to as the “Second Amendment Documents”); and (ii) all actions, corporate or otherwise, necessary or appropriate for the due
execution and full performance by such Credit Party of the Second Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Second Amendment and the other Second Amendment Documents will
constitute the valid and binding obligations of such Credit Party enforceable in accordance with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of
creditors rights in general and the availability of equitable remedies; 
 (c) No Violation. The making
and performance of the Second Amendment Documents will not (i) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any
court, arbitrator or governmental instrumentality, (ii) contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of


  
 2 







 
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 after giving
effect to this Second Amendment, no Default or Event of Default has occurred and is continuing; and 
 (e) No
Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2010. 
 (f)
Organizational Documents. There have been no changes in the organizational documents of the Credit Parties since April 29, 2011 (or such later date as any such organizational documents were initial adopted), except as previously
disclosed to the Administrative Agent in writing, certified copies of which have been previously provided to the Lenders; 
 5.
Conditions to Effectiveness of Amendment. This Second Amendment shall be effective upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: 

(a) Second Amendment. This Second Amendment, duly executed by the Credit Parties and the Required Lenders;

 (b) Lender Fees. The Operating Company shall have paid to the Administrative Agent, for the account of
each Lender executing this Second Amendment, a fee equal to 0.10% of such Lender’s Acquisition Commitment and Revolving Credit Commitment. 
 (c) 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 Second Amendment and any other Credit Document, including, without limitation, all fees and costs incurred by the Administrative Agent’s attorneys;

 (d) 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 Second Amendment, if any; and 

(e) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the
Administrative Agent may reasonably request. 
 Upon the effectiveness of this Second Amendment, the amendment set forth in
Section 2 shall be deemed effective on a retroactive basis to August 31, 2011. 

  
 3 







 6. No Waiver; Ratification. The execution, delivery and performance of this Second
Amendment shall not (a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement or any other Credit Document and the agreements and documents executed in connection therewith or (b) constitute a waiver
of any provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the 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. 

7. Acknowledgments. To induce the Administrative Agent and the Amendment Lenders to enter into this Second 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. 

(b) No Waiver of Existing Defaults. No Default or Event of Default exists immediately after giving effect to this
Second Amendment. Nothing in this Second Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of (i) any
Default or Event of Default arising as a result of the 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. 

8. Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
 9. Governing Law. This Second 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. 
 10. Headings. The headings of the sections of this Second Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Second Amendment. 

  
 4 







 11. Counterparts. This Second 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 Second Amendment by telecopy or by
electronic means shall be effective as delivery of a manually executed counterpart of this Second Amendment. 

  
 5 







 IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have
executed this Second 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 Second Amendment to Second 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 Second Amendment to Second 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. 
 Prince George
Cemetery Corporation 
 Rockbridge Memorial Gardens Subsidiary Company 
 Rose Lawn Cemeteries Subsidiary, Incorporated 
 Roselawn Development Subsidiary Corporation

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

 Sierra View Memorial Park 
 Southern
Memorial Sales Subsidiary, Inc. 
 Springhill Memory Gardens Subsidiary, Inc. 
 Star City Memorial Sales Subsidiary, Inc. 
 Stephen R. Haky Funeral Home, Inc. 

Stitham Subsidiary, Incorporated 
 StoneMor
Alabama Subsidiary, Inc. 
 StoneMor California, Inc. 
 StoneMor California Subsidiary, Inc. 
 StoneMor Georgia Subsidiary, Inc. 

StoneMor Hawaii Subsidiary, Inc. 
 StoneMor North
Carolina Funeral Services, Inc. 
 StoneMor Ohio Subsidiary, Inc. 
 StoneMor Tennessee Subsidiary, Inc. 
 StoneMor Washington, Inc. 

Sunset Memorial Gardens Subsidiary, Inc. 
 Sunset
Memorial Park Subsidiary, Inc. 
 Temple Hill Subsidiary Corporation 
 The Valhalla Cemetery Subsidiary Corporation 
 Virginia Memorial Service Subsidiary Corporation

 W N C Subsidiary, Inc. 
 Wicomico
Memorial Parks Subsidiary, Inc. 
 Willowbrook Management Corp. 
  


			
	By:	 	 /s/ Paul Waimberg

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


  

Borrowers’ Signature Page to Second Amendment to Second 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 Second Amendment to Second 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 Mississippi LLC 

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

StoneMor Ohio LLC 
 StoneMor Oklahoma LLC

 StoneMor Oklahoma Subsidiary LLC 

StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary
LLC 
 StoneMor Pennsylvania LLC 

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

StoneMor Washington Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

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


  

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







 
			
	BANK OF AMERICA, N.A., as
Administrative Agent
		
	By:	 	 /s/ Fani
Davidson




			
	Name:	 	 Fani
Davidson




			
	Title:	 	 Assistant Vice President




  

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







 
			
	SOVEREIGN BANK
		
	By:	 	 /s/ Daniel
Vereb




			
	Name:	 	 Daniel
Vereb




			
	Title:	 	 Senior Vice President




  

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







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




			
	Name:	 	 Peter L.
Davis




			
	Title:	 	 Senior Vice President




  

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







 
			
	FIRST NIAGARA BANK, N.A.
		
	By:	 	 /s/ Henry G. Kush,
Jr.




			
	Name:	 	 Henry G. Kush,
Jr.




			
	Title:	 	 Vice President




  

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







 
			
	SUN NATIONAL BANK
		
	By:	 	 /s/ Michael
Coulter




			
	Name:	 	 Michael
Coulter




			
	Title:	 	 Senior Vice President




  

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







 
			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent
Nelson




			
	Name:	 	 Kent
Nelson




			
	Title:	 	 Senior Vice President




  

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







 
			
	BENEFICIAL MUTUAL SAVINGS BANK
		
	By:	 	 /s/ Mark G.
Tressel




			
	Name:	 	 Mark G.
Tressel




			
	Title:	 	 Vice President




  

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







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




			
	Name:	 	 Paul A.
Pyfer




			
	Title:	 	 Senior Vice President




  

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







 
			
	RAYMOND JAMES BANK, FSB
		
	By:	 	 /s/ Scott G. Axelrod

	Name: Scott G. Axelrod
	Title: Vice President



  

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







 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 Second Amended and Restated Credit Agreement, dated April 29, 2011, 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. 

  
 D-1

 Form of Compliance Certificate 







 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:
	 	  




  
 D-2

 Form of Compliance Certificate 







 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:	  	$	            	  
		 		 		  	  
	  
	 


  
 D-3

 Form of Compliance Certificate 








									
				
		 	 9.
	 	Reasonable fees, costs and expenses, without duplication, incurred in connection with (i) the Seventh Amendment to the Existing Credit Agreement and the related amendment to
the Note Purchase Agreement (as defined in the Existing Credit Agreement), (ii) the Eighth Amendment to the Existing Credit Agreement and Refinancing Issuance (as defined therein), (iii) the Senior Note Refinancing (as defined in the
Existing Credit Agreement), (iv) the Agreement and the other Credit Documents, including any future amendment, restatement, supplement or other modification of the Agreement or any of the other Credit Documents and (v) 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):
	  	$	            	  
		 		 		  	  
	  
	 


  
 D-4

 Form of Compliance Certificate 








	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:	  	 
 
 
 
 

 
 
 
 
 	1.08 to 1.0
(2nd Quarter
of 2011);
1.05 to 1.0
(3rd and
4th
Quarters of
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:	  	$	            	  
		 		  	  
	  
	 


  
 D-5

 Form of Compliance Certificate 








									
	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	  
  
  
  
  
  
  
  
  
  



  
 D-6

 Form of Compliance Certificate