First Amendment to Second Amended and Restated Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment”) dated
August 4, 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, 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. 

  
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	 Quarter/Year
	  	Required Consolidated Fixed Charge
Coverage Ratio
	 Second and third fiscal quarters of 2011
	  	1.08x
	 Fourth fiscal quarter of 2011
	  	1.15x
	 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 First 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 First Amendment and any other documents which
the Administrative Agent requires such Credit Party to deliver hereunder (this First Amendment and any such additional documents delivered in connection with the First Amendment are herein referred to as the “First 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 First Amendment Documents have been adopted and taken and, upon their execution,
the Credit Agreement, as amended by this First Amendment and the other First 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 First 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 

  
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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 First 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 First 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)
First Amendment. This First 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 First 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 First 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
First 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 First Amendment, the
amendment set forth in Section 2 shall be deemed effective on a retroactive basis to June 30, 2011. 

  
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 6. No Waiver; Ratification. The execution, delivery and performance of this First
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 First 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 First
Amendment. Nothing in this First 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 First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
 9. Governing Law. This First 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 First Amendment are inserted for convenience only and shall not be deemed to constitute a part of this First Amendment. 

11. Counterparts. This First 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 

  
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of a signature page of this First Amendment by telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this First Amendment. 

  
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 IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have
executed this First 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 First 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 First 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. 
 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 First 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 First 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 First 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 First Amendment to Second Amended and Restated Credit 

Agreement 








 
			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	             /s/ Roberto
Salazar

	Name:	 	             Roberto
Salazar

	Title:	 	             Vice
President




  

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

Agreement 








 
			
	TD BANK, N.A.
		
	By:	 	 /s/ Randy Chung

	Name:	 	             Randy
Chung

	Title:	 	             Vice
President




  

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

Agreement 








 
			
	SUN NATIONAL BANK
		
	 By:
	 	 /s/ Michael J. Coulter

	 Name:
	 	 Michael J. Coulter

	 Title:
	 	 Senior Vice President




  

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

Agreement 








 
			
	TRISTATE CAPITAL BANK
		
	By:	 	             /s/ Kent
Nelson

	Name:	 	             Kent
Nelson

	Title:	 	             SVP




  

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

Agreement 








 
			
	FOX CHASE BANK
	  
 By:
	 	  
 /s/ Matthew
Gubicza

	Name:	 	Matthew Gubicza
	Title:	 	VP



  

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

Agreement 








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

	Name:	 	Garrett McKinnon
	Title:	 	Senior Vice President



  

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

Agreement