EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
 SECOND
AMENDMENT AND LIMITED WAIVER 
 TO CREDIT AGREEMENT 

This SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Limited Waiver”), dated as of July 26, 2017 (the
“Effective Date”), is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party hereto, the Lenders party hereto and CAPITAL
ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”). 
 WHEREAS, the
Borrowers, the Lenders party thereto and the Administrative Agent entered into that certain Credit Agreement dated as of August 4, 2016 (as amended by that certain First Amendment to Credit Agreement dated as of March 15, 2017, the
“Credit Agreement”; unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement), whereby the Lenders have extended credit to the Borrowers on the terms and subject
to the conditions described therein; 
 WHEREAS, an Event of Default exists under clause (d) of Article VII of the Credit Agreement
(the “Existing Event of Default”) resulting from the failure of the Administrative Borrower to timely deliver the financial statements required under Section 5.01(a) of the Credit Agreement and the related Compliance
Certificate required under Section 5.01(c) of the Credit Agreement, in each case, for the period ending December 31, 2016; and 

WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders party hereto
have agreed to, waive the Existing Event of Default and to make certain other modifications to the Credit Agreement subject to the terms and conditions as set forth in this Limited Waiver. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 

1. Limited Waiver. Subject to the terms, and the timely satisfaction of each of the conditions precedent and conditions subsequent in
Section 3 and Section 4 of this Limited Waiver, the Administrative Agent and the Lenders party hereto hereby waive the Existing Event of Default. 

2. Amendment to the Credit Agreement. As of the Effective Date, Section 5.01(b) of the Credit Agreement is hereby amended and
restated in its entirety by deleting the text thereof and replacing it with the following: 
 “(b) (i) within forty-five
(45) days (or, (A) for the fiscal quarter ending March 31, 2017, within forty-five (45) days after the date that the Annual Report on Form 10-K of the Partnership for the Fiscal Year ending December 31, 2016 is filed and
(B) for the fiscal quarter ending June 30, 2017, within forty-five (45) days after the date that the Quarterly Report on Form 10-Q of the Partnership for the fiscal quarter ending March 31, 2017 is filed, but in any event not
later than November 15, 2017) after the end of each of the first three fiscal quarters of each Fiscal Year of the Partnership (or, if earlier, by the date that the Quarterly Report on Form 10 Q of the Partnership for such fiscal quarter would
be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), commencing with the fiscal quarter ending September 30, 2016, its consolidated
balance sheet and related statements of income or operations, shareholders’ equity or partners’ capital and cash flows as of the 

  
 Second Amendment and Limited Waiver
– StoneMor Operating LLC 







 
end of and for such fiscal quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Partnership and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (except for a footnote summarizing the investment of Trust Funds as at the end of the
applicable fiscal quarter) and (ii) until both (1) the Annual Report on Form 10-K of the Partnership for the Fiscal Year ending December 31, 2016 is filed and (2) the Quarterly Report on Form 10-Q for the Partnership for the
fiscal quarter ending March 31, 2017 is filed, within thirty-five (35) days after the end of each month of each Fiscal Year of the Partnership (or, for the month ending January 31, 2017, within thirty-five (35) days after the
last day of February, 2017), commencing with the month ending January 31, 2017, its consolidated balance sheet and related statements of income or operations, shareholders’ equity or partners’ capital and cash flows as of the end of
and for such month and the then elapsed portion of the Fiscal Year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Partnership and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (except for a footnote summarizing the investment of Trust Funds as at the end of the
applicable fiscal quarter);” 
 3. Conditions Precedent. The effectiveness of this Limited Waiver is subject to the following
conditions precedent: 
 (a) receipt by the Administrative Agent of a copy of this Limited Waiver, duly executed and
delivered by the Borrowers and the Required Lenders; 
 (b) receipt by the Administrative Agent of a copy of the attached
Reaffirmation of Guaranty, duly executed and delivered by each Guarantor; 
 (c) the truth and accuracy of the
representations and warranties contained in Section 6 of this Limited Waiver; and 
 (d) receipt by the
Administrative Agent of all fees and expenses due and payable on or before the Effective Date. 
 4. Conditions Subsequent. The
effectiveness of this Limited Waiver is subject to the fulfillment by the Borrowers, on or before August 15, 2017 of the conditions subsequent set forth below (the failure by the Borrowers to so perform or cause to be performed constituting an
Event of Default under the Credit Agreement): 
 (a) the Administrative Borrower shall furnish to the Administrative Agent
(for distribution to each Lender) the audited consolidated balance sheet and related statements of income or operations, shareholders’ equity or partners’ capital and cash flows of the Partnership and its consolidated Subsidiaries as of
the end of and for the Fiscal Year ending December 31, 2016, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by Deloitte & Touche LLP or other independent public accountants
reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception (other than a qualification in respect of any Fiscal Year in 

  
 2 







 
which the Maturity Date is scheduled to occur, due solely to the maturity of the Obligations) and without any qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Partnership and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
and 
 (b) the Administrative Borrower shall furnish to the Administrative Agent (for distribution to each Lender) a
Compliance Certificate (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and
(ii) setting forth reasonably detailed calculations demonstrating compliance with the financial covenants set forth in Section 6.12 for the Measurement Period ending December 31, 2016. 

5. Reaffirmation. Each Borrower hereby (a) ratifies and reaffirms all of its respective payment and performance obligations,
contingent or otherwise, under each of the Loan Documents to which it is a party and (b) ratifies and reaffirms each grant of a Lien on its property made pursuant to the Loan Documents and confirms that such Liens continue to secure the Secured
Obligations under the Loan Documents, subject to the terms thereof. 
 6. Representations, Warranties, Covenants and Acknowledgments.
To induce the Administrative Agent and the Lenders to enter into this Limited Waiver, each Borrower hereby: 
 (a) represents
and warrants that (i) as of the Effective Date, after giving effect to this Limited Waiver, the representations and warranties of such Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in all material
respects on and as of the Effective Date; provided, that to the extent any such representation or warranty specifically refers to an earlier date, such representation and warranty was true and correct in all material respects on and as of
such earlier date; provided, further, that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” or similar language was true and correct (after giving effect to any
qualification therein) in all respects on such respective dates, (ii) as of the Effective Date, after giving effect to this Limited Waiver, no Default or Event of Default has occurred and is continuing, (iii) the execution and delivery of
this Limited Waiver is within each Borrower’s organizational powers and has been duly authorized by all necessary organizational actions and, if required, actions by equity holders and (iv) this Limited Waiver has been duly executed and
delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law; 
 (b) acknowledges and agrees that (i) this Limited Waiver is not
intended, and should not be construed, except as expressly set forth herein, as an amendment of, or any kind of waiver or consent related to, the Credit Agreement or the other Loan Documents, (ii) this Limited Waiver shall not represent an
amendment, consent, or waiver related to any future actions of any Borrower or any Subsidiary and (iii) except as expressly set forth in this Limited Waiver, the Administrative Agent and each Lender reserves all of their respective rights
pursuant to the Credit Agreement and the other Loan Documents; 

  
 3 







 (c) further acknowledges and agrees that the Administrative Agent’s and the
Lenders’ agreement to waive the specific matters addressed in this Limited Waiver, do not and shall not create (nor shall any Borrower or any Subsidiary rely upon the existence of or claim or assert that there exists) any obligation of the
Administrative Agent or any Lender to consider or agree to any further waivers, consents or amendments and, in the event that the Administrative Agent or any Lender subsequently agrees to consider any further waivers, consents or amendments, neither
this Limited Waiver nor any other conduct of the Administrative Agent or any Lender shall be of any force or effect on the Administrative Agent’s or any Lender’s consideration or decision with respect to any such requested waiver, consent
or amendment; 
 (d) further acknowledges and agrees that this Limited Waiver shall be deemed a Loan Document for all
purposes under the Credit Agreement and the other Loan Documents; and 
 (e) further acknowledges and agrees that, after
giving effect to this Limited Waiver, no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection in favor of any Borrower against the Administrative Agent or any Lender exists as of the Effective Date arising out of
or with respect to this Limited Waiver, the Credit Agreement or any other Loan Document. 
 7. Effect of Limited Waiver; Effect of
Non-Compliance. Except as expressly set forth herein, this Limited Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under
the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Limited Waiver is a “Loan Document” for all purposes of the Credit Agreement and the other Loan
Documents. To the extent any representation or warranty made in this Limited Waiver shall be untrue in any material respect (without duplication of any materiality qualifier) or if any Borrower fail to timely satisfy any of the conditions listed
above (whether conditions precedent or conditions subsequent) to the satisfaction of the Administrative Agent, in its sole discretion, such occurrence shall be deemed an Event of Default pursuant to the terms of the Credit Agreement and other Loan
Documents. 
 8. Release; Indemnitees. 

(a) In further consideration of the execution of this Limited Waiver by the Administrative Agent and each Lender, each
Borrower, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Borrower and any debtor-in-possession with respect to such Borrower), assigns, subsidiaries and Affiliates, hereby forever
releases the Administrative Agent, each Lender and their respective successors, assigns, parents, subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts,
claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured
or unmatured, fixed or contingent (collectively, “Claims”) that such Borrower may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to


  
 4 







 
take in connection with the Credit Agreement or the other Loan Documents prior to the Effective Date, including, without limitation, with respect to the Obligations, any Collateral, the Credit
Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Borrower shall satisfy all other provisions of this
Limited Waiver, the Loan Documents or the Credit Agreement, including payment in full of all Obligations. 
 (b) Each
Borrower hereby further agrees to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, officers, directors, agents, trustees,
creditors, partners or shareholders of any Borrower or any parent, Subsidiary or Affiliate of any Borrower, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle
arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Limited Waiver. The foregoing indemnity shall survive the payment in full of the Obligations and the
termination of this Limited Waiver, the Credit Agreement and the other Loan Documents. 
 9. Miscellaneous. 

(a) Counterparts; Integration; Effectiveness. This Limited Waiver may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Limited Waiver, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Subject to the terms of Section 3 of this Limited Waiver, this Limited Waiver shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Required Lenders and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and
their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Limited Waiver by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Limited Waiver. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed
in connection with this Limited Waiver and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

  
 5 







 (b) Severability. Any provision of this Limited Waiver held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

(c) Governing Law. THIS LIMITED WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. 
 (d) Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Limited Waiver, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Limited Waiver or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Limited Waiver or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction. 

(e) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Limited Waiver or any other Loan Document in any court referred to in Section 9(d). Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED WAIVER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED WAIVER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(f). 

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

  
 6 







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

			
	Administrative Borrower:
	
	STONEMOR OPERATING LLC


 
			
		
	By:	 	 /s/ Mark L. Miller

	Name:	 	Mark L. Miller
	Title:	 	CFO & Sr. VP


 
			
	
	 Partnership:

	
	 STONEMOR PARTNERS L.P.

	
By: STONEMOR GP LLC, as its General 
Partner



 
			
		
	By:	 	 /s/ Mark L. Miller

	Name:	 	Mark L. Miller
	Title:	 	CFO & Sr. VP



  
 7 







 Alleghany Memorial Park Subsidiary, Inc. 

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

Birchlawn Burial Park Subsidiary, Inc. 
 Bronswood Cemetery, Inc.

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

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

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

KIRIS Subsidiary, Inc. 
 Kirk & Nice, Inc. 

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

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

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 8 







 Modern Park Development Subsidiary, Inc. 

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

Osiris Telemarketing Corp. 
 Perpetual Gardens.Com, Inc. 

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

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

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

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

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

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

Willowbrook Management Corp. 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 9 







 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

CMS West LLC 
 CMS West Subsidiary LLC 

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

 Cemetery Management Services of Ohio, L.L.C. 
 Columbia
Memorial Park LLC 
 Cornerstone Family Services of West Virginia LLC 

Cornerstone Funeral and Cremation Services LLC 
 Covenant
Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Henlopen
Memorial Park LLC 
 Henlopen Memorial Park Subsidiary LLC 

Henry Memorial Park LLC 
 Juniata Memorial Park LLC 

KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 

Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC

 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 

Modern Park Development LLC 
 Oak Hill Cemetery LLC 

Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania
LLC 
 Osiris Holding of Rhode Island LLC 
 Plymouth Warehouse
Facilities LLC 
 PVD Acquisitions LLC 
 Rolling Green Memorial
Park LLC 
 Rockbridge Memorial Gardens LLC 
 Rose Lawn
Cemeteries LLC 
 Roselawn Development LLC 
 Russell Memorial
Cemetery LLC 
 Shenandoah Memorial Park LLC 
 Southern Memorial
Sales LLC 
 Springhill Memory Gardens LLC 
 Star City Memorial
Sales LLC 
 Stitham LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 10 







 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC

 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 

StoneMor Georgia LLC 
 StoneMor Hawaiian Joint Venture Group LLC

 StoneMor Hawaii LLC 
 StoneMor Holding of Pennsylvania LLC

 StoneMor Illinois LLC 
 StoneMor Illinois Subsidiary LLC 

StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 

StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC 

StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 

StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 

StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 

StoneMor Mississippi LLC 
 StoneMor Mississippi Subsidiary LLC

 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 

StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary
LLC 
 StoneMor Ohio LLC 
 StoneMor Oklahoma LLC 

StoneMor Oklahoma Subsidiary LLC 
 StoneMor Oregon LLC 

StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 

StoneMor Pennsylvania Subsidiary LLC 
 StoneMor Puerto Rico LLC

 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina
LLC 
 StoneMor South Carolina Subsidiary LLC 
 StoneMor
Washington Subsidiary LLC 
 StoneMor Wisconsin LLC 
 StoneMor
Wisconsin Subsidiary LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 11 







 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/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 12 







 Cornerstone Trust Management Services LLC 

 

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 13 







 StoneMor Florida LLC 

StoneMor Florida Subsidiary LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 14 







 
			
	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a lender
		
	By:	 	 /s/ Daviel Smelcer

	Name:	 	Daniel Smelcer
	Title:	 	Senior Manager


  

  
 Signature Page to Second
Amendment and Limited Waiver 
 [StoneMor Operating LLC] 







 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
	as the Administrative Agent
		
	By:	 	 /s/ Daviel Smelcer

	Name:	 	Daniel Smelcer
	Title:	 	Senior Manager


  

  
 Signature Page to Second
Amendment and Limited Waiver 
 [StoneMor Operating LLC] 







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

	Name:	 	Dale R. Carr
	Title:	 	SVP


  

  
 Signature Page to Second
Amendment and Limited Waiver 
 [StoneMor Operating LLC] 







 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Daniel K. Reagle

	Name:	 	Daniel K. Reagle
	Title:	 	Authorized Officer


  

  
 Signature Page to Second
Amendment and Limited Waiver 
 [StoneMor Operating LLC] 







 
			
	 Univest Bank and Trust Co,

as a Lender

		
	By:	 	 /s/ Paul A. Pyfer

	Name:	 	Paul A. Pyfer
	Title:	 	SVP, Relationship Manager


  

  
 Signature Page to Second
Amendment and Limited Waiver 
 [StoneMor Operating LLC] 







 REAFFIRMATION OF GUARANTY 

July 26, 2017 
 In
connection with that certain Credit Agreement dated as of August 4, 2016 (as amended, the “Credit Agreement” unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Credit
Agreement) by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the “Administrative Borrower”), the other Borrowers party thereto, the LENDERS party thereto and CAPITAL ONE, NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), the undersigned entered into that certain Guaranty and Collateral Agreement dated as of August 4, 2016 or a supplement or joinder thereto
(collectively, the “Guaranty Agreement”) for the benefit of the Administrative Agent and the other Secured Parties to guaranty the payment and performance of the Secured Obligations pursuant to the terms of the Guaranty Agreement.

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






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

			
	Partnership:
	
	STONEMOR PARTNERS L.P.
	By: STONEMOR GP LLC, as its General Partner
		
	By:	 	 /s/ Mark L. Miller

	Name:	 	Mark L. Miller
	Title:	 	CFO & Sr. VP



  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Alleghany Memorial Park Subsidiary, Inc. 

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

Birchlawn Burial Park Subsidiary, Inc. 
 Bronswood Cemetery, Inc.

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

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

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

KIRIS Subsidiary, Inc. 
 Kirk & Nice, Inc. 

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

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

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Modern Park Development Subsidiary, Inc. 

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

Osiris Telemarketing Corp. 
 Perpetual Gardens.Com, Inc. 

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

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

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

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

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

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

Willowbrook Management Corp. 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

CMS West LLC 
 CMS West Subsidiary LLC 

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

 Cemetery Management Services of Ohio, L.L.C. 
 Columbia
Memorial Park LLC 
 Cornerstone Family Services of West Virginia LLC 

Cornerstone Funeral and Cremation Services LLC 
 Covenant
Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Henlopen
Memorial Park LLC 
 Henlopen Memorial Park Subsidiary LLC 

Henry Memorial Park LLC 
 Juniata Memorial Park LLC 

KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 

Lakewood Memory Gardens South LLC 
 Laurel Hill Memorial Park LLC

 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 

Modern Park Development LLC 
 Oak Hill Cemetery LLC 

Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania
LLC 
 Osiris Holding of Rhode Island LLC 
 Plymouth Warehouse
Facilities LLC 
 PVD Acquisitions LLC 
 Rolling Green Memorial
Park LLC 
 Rockbridge Memorial Gardens LLC 
 Rose Lawn
Cemeteries LLC 
 Roselawn Development LLC 
 Russell Memorial
Cemetery LLC 
 Shenandoah Memorial Park LLC 
 Southern Memorial
Sales LLC 
 Springhill Memory Gardens LLC 
 Star City Memorial
Sales LLC 
 Stitham LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC

 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 

StoneMor Georgia LLC 
 StoneMor Hawaiian Joint Venture Group LLC

 StoneMor Hawaii LLC 
 StoneMor Holding of Pennsylvania LLC

 StoneMor Illinois LLC 
 StoneMor Illinois Subsidiary LLC 

StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 

StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC 

StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 

StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 

StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 

StoneMor Mississippi LLC 
 StoneMor Mississippi Subsidiary LLC

 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 

StoneMor North Carolina LLC 
 StoneMor North Carolina Subsidiary
LLC 
 StoneMor Ohio LLC 
 StoneMor Oklahoma LLC 

StoneMor Oklahoma Subsidiary LLC 
 StoneMor Oregon LLC 

StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 

StoneMor Pennsylvania Subsidiary LLC 
 StoneMor Puerto Rico LLC

 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina
LLC 
 StoneMor South Carolina Subsidiary LLC 
 StoneMor
Washington Subsidiary LLC 
 StoneMor Wisconsin LLC 
 StoneMor
Wisconsin Subsidiary LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 







 Sunset Memorial Gardens LLC 

Sunset Memorial Park LLC 
 Temple Hill LLC 

The Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens
LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 

Wicomico Memorial Parks LLC 
 Woodlawn Memorial Park Subsidiary
LLC 
  

			
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 








			
	Cornerstone Trust Management Services LLC
		
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC] 








			
	StoneMor Florida LLC
	StoneMor Florida Subsidiary LLC
		
	By:	 	 /s/ Mark L. Miller

	Name: Mark L. Miller
	Title: CFO & Sr. VP


  
 Signature Page to
Reaffirmation of Guaranty 
 [StoneMor Operating LLC]