Seventh Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 

SEVENTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

This SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Seventh Amendment”) dated September 22, 2010,
is by and among StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor Operating LLC, a Delaware limited
liability company (the “Operating Company”), the Subsidiaries of the Operating Company set forth on the signature pages hereto (together with the Operating Company, each individually a “Borrower” and collectively,
the “Borrowers” and together with the General Partner and the Partnership, each individually a “Credit Party” and collectively, the “Credit Parties”), the Lenders, and Bank of America, N.A., a
national banking association, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), and as Swing Line Lender and L/C Issuer. 

BACKGROUND 

A. Pursuant to that certain Amended and Restated Credit Agreement, dated August 15, 2007, by and among the parties hereto, as
amended by: (a) that certain First Amendment to Amended and Restated Credit Agreement, dated November 2, 2007; (b) that certain Second Amendment to Amended and Restated Credit Agreement, dated April 30, 2009; (c) that
certain Third Amendment to Amended and Restated Credit Agreement, dated July 6, 2009; (d) that certain Fourth Amendment to Amended and Restated Credit Agreement, dated November 24, 2009; (e) that certain Fifth Amendment to
Amended and Restated Credit Agreement, dated January 15, 2010; and (f) that certain Sixth Amendment to Amended and Restated Credit Agreement, dated May 4, 2010 (as amended, modified or otherwise supplemented from time to time, the
“Credit Agreement”), the existing Lenders agreed, inter alia, to extend to the Borrowers (i) a revolving credit facility in the maximum aggregate principal amount of Forty-Four Million One Hundred Twenty-Five Thousand
Dollars ($44,125,000), and (ii) an acquisition facility in the maximum aggregate principal amount of Fifty-Four Million One Hundred Twenty-Five Thousand Dollars ($54,125,000). 

B. On March 29, 2010 the Lenders advanced to the Borrowers a Fifteen Million Dollars ($15,000,000) Acquisition Loan (the
“March Acquisition Loan”) and on June 21, 2010 the Lenders advanced to the Borrowers a Twenty Two Million Five Hundred Thousand Dollars ($22,500,000) Acquisition Loan (the “June Acquisition Loan”). Each of
these Acquisition Loans remains outstanding in its original principal amount. 
 C. In connection with: (a) the issuance of
up to 1,750,000 Partnership Common Units (including the exercise of the underwriters’ overallotment option with respect to such issuance) by the Partnership (the “Equity Issuance”); and (b) the simultaneous repayment of
(i) all of the outstanding March Acquisition Loan, (ii) a portion of the outstanding June Acquisition Loan, and (iii) a portion of the outstanding Revolving Loans, the Borrowers have indicated their desire to reinstate the maximum
aggregate principal amount of the Acquisition Facility to Fifty-Four Million One Hundred Twenty-Five Thousand Dollars ($54,125,000), and the Lenders are willing to consent to such reinstatement on the terms and subject to the conditions set forth
herein. 
  

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 D. Pursuant to Sections 2.14 and 2.15 of the Credit Agreement, the Borrowers have previously
requested the entire Ten Million Dollar ($10,000,000) increase in the size of each of the Revolving Credit Facility and the Acquisition Facility, and certain of the Lenders agreed to increase their share of each of the Revolving Credit Facility and
the Acquisition Facility, in the aggregate amount of Nine Million One Hundred Twenty-Five Thousand Dollars ($9,125,000) for each such facility, effective as of May 21, 2010. 

E. In furtherance of their previous request pursuant to Sections 2.14 and 2.15 of the Credit Agreement, the Borrowers have renewed their
initial request, such that the remaining portion of the above described increase request (being Eight Hundred Seventy Five Thousand Dollars ($875,000) for each of the Revolving Credit Facility and the Acquisition Facility) be funded by Sovereign
Bank, Fox Chase Bank and Raymond James Savings Bank, FSB (collectively, the “Increasing Lenders”), and the Increasing Lenders have agreed to, increase their share of each of the Revolving Credit Facility and the Acquisition
Facility, in such amount, effective on September 24, 2010 (collectively, the “Additional Increases”). 

F. The Borrowers have requested certain amendments to the Credit Agreement with respect to their negative covenants and the Lenders are
willing to agree to such amendments on the terms and subject to the conditions set forth herein. 
 G. The Operating Company,
StoneMor Kansas LLC, a Kansas limited liability company, and StoneMor Kansas Subsidiary LLC, a Kansas limited liability company (individually and collectively, “Kansas Buyer”), and Fairlawn Burial Park Association, a Kansas
corporation, Heritage II, Inc., a Kansas corporation and Edward J. Nazar, as Receiver (individually and collectively, “Kansas Seller”), intend to enter into an Asset Purchase and Sale Agreement substantially in the form
attached hereto as Exhibit A (the “Kansas Purchase Agreement”), pursuant to which Kansas Buyer will purchase from Kansas Seller a funeral home, cemetery and other related businesses for a purchase price not to exceed
$665,000, together with the assumption of certain liabilities set forth therein (the “Kansas Acquisition”). 

H. The Operating Company, StoneMor Pennsylvania LLC, a Pennsylvania limited liability company and Laurelwood Holding Company, a
Pennsylvania corporation (individually and collectively, “Pennsylvania Buyer”), and David J. Regina (“Pennsylvania Seller”), intend to enter into an Stock Purchase Agreement substantially in the form attached hereto
as Exhibit B (the “Pennsylvania Purchase Agreement”), pursuant to which Pennsylvania Buyer will purchase from Pennsylvania Seller all of the issued and outstanding capital stock of Forest Lawn Gardens, Inc. a Pennsylvania
corporation, which owns and operates a cemetery and other related businesses, for a purchase price not to exceed $1,200,000, together with an amount not to exceed $300,000 to fund trust shortfalls and the reimbursement of certain personal expenses
of the Pennsylvania Seller, as set forth in the Pennsylvania Purchase Agreement (the “Pennsylvania Acquisition”). 

I. The StoneMor Operating LLC, StoneMor North Carolina LLC and StoneMor North Carolina Subsidiary LLC (individually and collectively,
“North Carolina Buyer”), and Heritage Family Services, Inc. (the “North Carolina Seller”), intend to enter into an asset purchase agreement to be on substantially the terms set forth in the Letter of Intent attached
hereto as Exhibit C (the “North Carolina Purchase Agreement” and together with the Kansas 
  

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Purchase Agreement and the Pennsylvania Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”), pursuant to which North
Carolina Buyer will purchase from North Carolina Seller three cemeteries and other related businesses for a purchase price not to exceed $1,700,000, together with the assumption of certain liabilities set forth therein (the “North Carolina
Acquisition” and together with the Kansas Acquisition and the Pennsylvania Acquisition, each an “Acquisition” and collectively, the “Acquisitions”)). 

J. The Borrowers have advised the Lenders that the Acquisitions will each qualify as a Permitted Acquisition under the Credit Agreement
and satisfy all of the requirements of Section 7.03(h) thereof, subject to Required Lender consent pursuant to Section 7.03(h)(v) because the Aggregate Consideration for the Acquisitions will exceed $20,000,000 when aggregated with the
total Aggregate Consideration paid by or on behalf of Borrowers for all other Permitted Acquisitions which closed in the immediately preceding 365 days. 

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 

1. Definitions. 

(a) General Rule. Except as expressly set forth herein, all capitalized terms used and not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement. 
 (b) Additional Definitions. The
following additional definitions are hereby added to Section 1.01 (Defined Terms) of the Credit Agreement to read in their entirety as follows: 

“Seventh Amendment” means the Seventh Amendment to this Agreement dated September 22, 2010. 

(c) Amendment to Definition of “Consolidated EBITDA”. The definition of “Consolidated EBITDA”
set forth in Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety Subsection (h), as follows: 

“(h) reasonable fees, costs and expenses incurred in connection with the Transaction, the restructuring of the Existing Credit
Agreement and the Note Purchase Agreement, the Second Amendment and the related amendment to the Note Purchase Agreement, the High Yield Note Transaction, the Fourth Amendment and the related amendment to the Note Purchase Agreement and the Seventh
Amendment and the related amendment to the Note Purchase Agreement (including the issuance of Equity Interests described therein);” 
  

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 2. Amendment to Subsection (h)(v) of Section 7.03 (Investments).
Section 7.03(h)(v) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(v) the
Aggregate Consideration paid by or on behalf of the Borrowers for any such Permitted Acquisition (other than Dignity 2007) shall not exceed $5,000,000, on an individual basis, or $35,000,000, when aggregated with the total Aggregate Consideration
paid by or on behalf of the Borrowers for all other Permitted Acquisitions which closed in the immediately preceding 365 days, without Required Lender approval (such approval not to be unreasonably withheld, conditioned or delayed);”

 3. Amendment to Subsection (l) of Section 7.03 (Investments). Section 7.03(l) of the
Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(l) Disposition Notes issued in connection
with Dispositions permitted under Section 7.05; provided that, the aggregate principal amount outstanding under such Disposition Notes shall not exceed $5,000,000 at any time;” 

4. Amendment to Subsection (j) of Section 7.05 (Dispositions). Section 7.05(j) of the Credit
Agreement is hereby amended and restated in its entirety as follows: 
 “(j) Dispositions of property (real or personal), so
long as (i) no Default then exists or would result therefrom, (ii) each such sale is in an arm’s-length transaction and the applicable Credit Party receives at least fair market value (as determined in good faith by such Credit
Party), (iii) the total consideration received by such Credit Party is paid at the time of the closing of such sale in cash (and any Disposition Note permitted by Section 7.03(l)), and (iv) the Net Cash Proceeds therefrom are
applied and/or reinvested as (and to the extent) required by Section 2.05; and” 
 5.
Amendment and Restatement of Schedule 2.01 and Notes. Schedule 2.01 is hereby amended, restated and replaced by Schedule 2.01 attached to this Seventh Amendment and each Lender hereby confirms its Commitment amounts described thereon
(including, as to the Increasing Lenders, their increased amounts). The Borrowers will deliver Notes to each Increasing Lender amending and restating their existing Notes with respect to each increased Commitment, which Notes shall be effective on
September 24, 2010. 
 6. Commitment Increases. Upon the effectiveness of this Seventh Amendment, the
Increasing Lenders’ (i) aggregate Revolving Credit Commitments will be increased in an amount of $875,000, and (ii) aggregate Acquisition Commitments will be increased in an amount of $875,000, such that each such Increasing
Lender’s individual Commitments shall be as set forth on the amended and restated Schedule 2.01 attached to this Seventh Amendment. The Administrative Agent, the Lenders and the Credit Parties each hereby waives the notice requirements
of Sections 2.14 and 2.15 of the Credit Agreement with respect to the Additional Increases. 
 7. Consent to
Prepayment of Loans. Notwithstanding any provisions of the Credit Agreement to the contrary and subject to the representations set forth herein, upon the consummation of the Equity Issuance, the Lenders hereby consent to the Borrowers
application of the Net Cash Proceeds of the Equity Issuance against the following Loans and in the following amounts: (a) the prepayment in full of March Acquisition Loan (in the principal amount of $15,000,000); (b) the partial prepayment
of the June Acquisition Loan (in the principal amount 
  

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of $7,500,000); and (c) the partial prepayment of Revolving Credit Loans, in each case together with interest accrued and outstanding on such portion and any additional amounts required
pursuant to Section 3.05 of the Credit Agreement. Such prepayments shall be applied, in the reasonable discretion of the Administrative Agent, such that, following such application, each Lender’s outstanding principal amount under both its
Acquisition Commitment and Revolving Commitment is equal to its pro rata share of the applicable Commitment, as set forth in the amended and restated Schedule 2.01 attached to this Seventh Amendment. 

8. Consent to Reinstatement of Acquisition Commitments. 

(a) Each Lender hereby consents and agrees to the reinstatement of availability under its Acquisition Commitment in an
amount equal to the principal amount of such Lender’s Acquisition Loans prepaid pursuant to Section 7 above provided, however, that any Acquisition Borrowing in excess of Thirty Two Million Dollars ($32,000,000) after the date hereof
(i.e., exclusive of outstanding Acquisition Loans as of the date hereof after giving effect to the prepayment described above) shall be subject to the satisfaction of the conditions set forth in clause (b) below. Each Borrower hereby
acknowledges and agrees that the Acquisition Notes (including those delivered pursuant to this Second Amendment) evidence their obligation to repay Acquisition Loans outstanding under the Acquisition Facility whether such Acquisition Loans were made
prior to or after the reinstatement of availability under the Acquisition Commitments described in the prior sentence. 

(b) The Lenders’ obligation to fund Acquisition Loans in excess of Thirty-Two Million Dollars ($32,000,000) requested
to be borrowed after the date hereof shall be subject to the Administrative Agent’s receipt, in form and substance reasonably satisfactory to the Administrative Agent, of the following: modifications with respect to each of the Mortgages,
affidavits of no change to the extent requested by the Administrative Agent, bring-down title policies and/or endorsements (subject to local practice), flood insurance confirmations to the extent requested by the Administrative Agent, and such other
related real estate documents as reasonably requested, the legal opinion of Blank Rome with respect to such modifications; and such opinions of local counsel to the Borrowers in the various states in which the Mortgages have been modified with
respect to such modifications as shall be reasonably requested by the Administrative Agent. 
 9. Consent to
Revised Amortization Schedule. Notwithstanding any provisions of the Credit Agreement to the contrary and subject to the representations set forth herein, upon the prepayment of the June Acquisition Loan as set forth in Section 7 above, the
Lenders hereby consent and agree that the amortization of the June Acquisition Loan (pursuant to Section 2.07 of the Credit Agreement) will be based upon the principal amount outstanding after such prepayment (rather than the original amount of
the June Acquisition Loan). 
 10. Consent to Permitted Acquisitions. Subject to the representations set
forth herein and the delivery of the documents required by the Credit Agreement (including a duly executed certificate of Responsible Officer and attached pro forma Compliance Certificate, as required under Section 7.03(h)(viii) of the Credit
Agreement) and such additional documents as the Administrative Agent may reasonably request with respect to the Acquisitions, the Lenders 

 

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hereby consent to each of the Acquisitions on substantially the terms set forth in the respective Purchase Agreements, as amended or otherwise modified from time to time; provided,
however, that the foregoing consent shall not extend to any amendment or other modification of each such Purchase Agreement which would either (a) increase the Aggregate Consideration for the respective Acquisition, or (b) cause the
respective Acquisition not to constitute a Permitted Acquisition. 
 11. Representations and Warranties.
Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party and before and after giving effect to the Additional Increases: 

(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 Seventh Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this Seventh Amendment and
any such additional documents delivered in connection with the Seventh Amendment are herein referred to as the “Seventh 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 Seventh Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Seventh Amendment and the other Seventh 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 Seventh Amendment Documents will not (i) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any
court, arbitrator or governmental instrumentality, (ii) contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) contravene or violate any provision of the certificate of
incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, any Credit Party; 

(d) No Default. Immediately prior to and after giving effect to this Seventh Amendment, no Default or Event of
Default has occurred and is continuing; 
  

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 (e) No Material Adverse Effect. No Material Adverse Effect has
occurred since December 31, 2009; and 
 (f) Organizational Documents. There have been no changes in
the organizational documents of the Credit Parties since August 15, 2007 (or such later date as any such organizational documents were initial adopted), except as described on Annex 1 hereto or as previously disclosed to the Administrative
Agent in writing, certified copies of which have been previously provided to the Lenders. 
 12. Conditions to
Effectiveness of Amendment. This Seventh Amendment shall be effective upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) the
effectiveness of Sections 3, 4 and 10 hereof shall not require receipt of the items described in (c) (Equity Issuance) below prior to their effectiveness; and (ii) the effectiveness of Section 5 (with respect to the Commitment
Increases) and Section 6 shall occur on September 24, 2010 (subject to the prior satisfaction of all the other conditions and payment of the Increasing Lender fee equal to 1.0% of each such Lender’s share of the Additional Increase):

 (a) Seventh Amendment. This Seventh Amendment, duly executed by the Credit Parties and the Required
Lenders; 
 (b) Amendment to Note Purchase Agreement. A duly executed copy of the Seventh Amendment to
Amended and Restated Note Purchase Agreement, dated as of the date hereof, by and among the Credit Parties and the Purchasers, amending the Note Purchase Agreement in a similar manner to this Seventh Amendment (including an amendment permitting the
reinstatement of the Acquisition Commitments described herein) and all other deliveries required under such amendment (to the extent requested by the Administrative Agent); 

(c) Equity Issuance. Evidence of the consummation of the Equity Issuance (it being agreed that that the
satisfaction of this condition may occur concurrently with the effectiveness of this Seventh Amendment); 
 (d)
Notes. Amended and restated Notes, duly executed by the Borrowers, for each Increasing Lender with respect to each Additional Increase; 

(e) Secretary’s Certificate. A master secretary’s certificate for each Credit Party, attaching customary
deliveries; 
 (f) Legal Opinion. The legal opinion of Blank Rome with respect to the Credit Parties;

 (g) 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 Seventh Amendment and any other Credit Document, including,
without limitation, all fees and costs incurred by the Administrative Agent’s attorneys; 
  

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 (h) 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 Seventh Amendment, if any; 

(i) Lender Fees. The Operating Company shall have paid to the Administrative Agent, for the benefit of each Lender
executing this Seventh Amendment, a fee equal to 0.20% of the aggregate amount of such Lender’s Commitments; and 

(j) Other Documents and Actions. Such additional agreements, instruments, documents, writings and actions as the
Administrative Agent may reasonably request. 
 13. No Waiver; Ratification. The execution, delivery and
performance of this Seventh Amendment shall not (a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement or any other Credit Document and the agreements and documents executed in connection therewith or
(b) except as expressly stated herein, constitute a waiver of any provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Credit Agreement and the other Credit Documents shall remain in full force and
effect and are hereby ratified and confirmed by each of the Credit Parties. Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments to the Credit Agreement or any of
the other Credit Documents. 
 14. Acknowledgments. To induce the Administrative Agent and the Amendment
Lenders to enter into this Seventh 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. 

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

  

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 16. Binding Effect. This Seventh Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 
 17. Governing
Law. This Seventh 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. 

18. Headings. The headings of the sections of this Seventh Amendment are inserted for convenience only and shall
not be deemed to constitute a part of this Seventh Amendment. 
 19. Counterparts. This Seventh 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 Seventh Amendment by telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this Seventh Amendment. 

20. Consent. To the extent that consent of the Lenders is required, the Lenders hereby consent to the Seventh
Amendment to Amended and Restated Note Purchase Agreement dated as of the date hereof among the Credit Parties and the Purchasers. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS] 

 

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








 Additional Credit Parties 

Alleghany Memorial Park Subsidiary, Inc. 

Altavista Memorial Park Subsidiary, Inc. 

Arlington Development Company 
 Augusta Memorial
Park Perpetual Care Company 
 Bethel Cemetery Association 

Beth Israel Cemetery Association of Woodbridge, New Jersey 

Birchlawn Burial Park Subsidiary, Inc. 
 Cedar
Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 

Chapel Hill Associates, Inc. 
 Chapel Hill
Funeral Home, Inc. 
 Clover Leaf Park Cemetery Association 

Columbia Memorial Park Subsidiary, Inc. 

Cornerstone Family Insurance Services, Inc. 

Cornerstone Family Services of New Jersey, Inc. 

Cornerstone Family Services of West Virginia Subsidiary, Inc. 

Covenant Acquisition Subsidiary, Inc. 
 Covington
Memorial Funeral Home, Inc. 
 Covington Memorial Gardens, Inc. 

Crown Hill Cemetery Association 
 Eloise B. Kyper
Funeral Home, Inc. 
 Forest Lawn 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 Seventh Amendment to Amended and Restated Credit
Agreement 








 Ohio Cemetery Holdings, Inc. 

Osiris Holding Finance Company 
 Osiris Holding
of Maryland Subsidiary, Inc. 
 Osiris Holding of Rhode Island Subsidiary, Inc. 

Osiris Management, Inc. 
 Osiris Telemarketing
Corp. 
 Perpetual Gardens.Com, Inc. 

PVD Acquisitions Subsidiary, Inc. 
 Rockbridge
Memorial Gardens Subsidiary Company 
 Rose Lawn Cemeteries Subsidiary, Incorporated 

Roselawn Development Subsidiary Corporation 

Russell Memorial Cemetery Subsidiary, Inc. 

Shenandoah Memorial Park Subsidiary, Inc. 

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

Star City Memorial Sales Subsidiary, Inc. 

Stephen R. Haky Funeral Home, Inc. 
 Stitham
Subsidiary, Incorporated 
 StoneMor Alabama Subsidiary, Inc. 

StoneMor California, Inc. 
 StoneMor California
Subsidiary, Inc. 
 StoneMor Georgia Subsidiary, Inc. 

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

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

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

Virginia Memorial Service Subsidiary Corporation 

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

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

  


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








 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial
Park LLC 
 Cemetery Investments LLC 

Cemetery Management Services, L.L.C. 
 Cemetery
Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 

CMS West LLC 
 CMS West Subsidiary LLC

 Columbia Memorial Park LLC 

Cornerstone Family Services of West Virginia LLC 

Cornerstone Funeral and Cremation Services LLC 

Covenant Acquisition LLC 
 Glen Haven Memorial
Park LLC 
 Henlopen Memorial Park LLC 

Henlopen Memorial Park Subsidiary LLC 
 Henry
Memorial Park LLC 
 Juniata Memorial Park LLC 

KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC

 Lakewood Memory Gardens South LLC 

Laurel Hill Memorial Park LLC 
 Loewen [Virginia]
LLC 
 Lorraine Park Cemetery LLC 

Modern Park Development LLC 
 Oak Hill Cemetery
LLC 
 Osiris Holding of Maryland LLC 

Osiris Holding of Pennsylvania LLC 
 Osiris
Holding of Rhode Island LLC 
 Plymouth Warehouse Facilities LLC 

PVD Acquisitions LLC 
 Rockbridge Memorial
Gardens LLC 
 Rolling Green Memorial Park LLC 

Rose Lawn Cemeteries LLC 
 Roselawn Development
LLC 
 Russell Memorial Cemetery LLC 

Shenandoah Memorial Park LLC 
 Southern Memorial
Sales LLC 
 Springhill Memory Gardens LLC 

Star City Memorial Sales LLC 
 Stitham LLC

  

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

  


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








 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor
Cemetery Products LLC 
 StoneMor Colorado LLC 

StoneMor Colorado Subsidiary LLC 
 StoneMor
Florida Subsidiary LLC 
 StoneMor Georgia LLC 

StoneMor Hawaii LLC 
 StoneMor Hawaiian Joint
Venture Group LLC 
 StoneMor Holding of Pennsylvania LLC 

StoneMor Illinois LLC 
 StoneMor Illinois
Subsidiary LLC 
 StoneMor Indiana LLC 

StoneMor Indiana Subsidiary LLC 
 StoneMor Iowa
LLC 
 StoneMor Iowa Subsidiary LLC 

StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary
LLC 
 StoneMor Kentucky LLC 
 StoneMor
Kentucky Subsidiary LLC 
 StoneMor Michigan LLC 

StoneMor Michigan Subsidiary LLC 
 StoneMor
Missouri LLC 
 StoneMor Missouri Subsidiary LLC 

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

StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary
LLC 
 StoneMor Pennsylvania LLC 

StoneMor Pennsylvania Subsidiary LLC 
 StoneMor
Puerto Rico LLC 
 StoneMor Puerto Rico Subsidiary LLC 

StoneMor South Carolina LLC 
 StoneMor South
Carolina Subsidiary LLC 
 StoneMor Washington Subsidiary LLC 
  

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

  


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








 Sunset Memorial Gardens LLC 

Sunset Memorial Park LLC 
 Temple Hill LLC

 The Valhalla Cemetery Company LLC 

Tioga County Memorial Gardens LLC 
 Virginia
Memorial Service LLC 
 WNCI LLC 

Wicomico Memorial Parks LLC 
 Woodlawn Memorial
Park Subsidiary LLC 
  

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

  


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









			
	 BANK OF AMERICA, N.A., as

Administrative Agent

		
	By:	 	/s/ Kathleen Carry
	Name: 	 	Kathleen Carry
	Title:	 	Vice President


  

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









			
	 BANK OF AMERICA, N.A., as a Lender,

L/C Issuer and Swing Line Lender

		
	By:	 	/s/ Kenneth G. Wood
	Name: 	 	Kenneth G. Wood
	Title:	 	Senior Vice President


  

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









			
	SOVEREIGN BANK
		
	By:	 	/s/ Daniel R. Vereb
	Name: 	 	Daniel R. Vereb
	Title:	 	Vice President


  

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









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


  

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









			
	CAPITAL ONE, N.A.
		
	By:	 	/s/ Allison Sardo
	Name: 	 	Allison Sardo
	Title:	 	Senior Vice President


  

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









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


  

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









			
	SUN NATIONAL BANK
		
	By:	 	/s/ Chris Kleczkowski
	Name: 	 	Chris Kleczkowski
	Title:	 	SVP


  

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









			
	TRISTATE CAPITAL BANK
		
	By:	 	/s/ Kent Nelson
	Name: 	 	Kent Nelson
	Title:	 	SVP


  

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









			
	BENEFICIAL MUTUAL SAVINGS BANK
		
	By:	 	/s/ Andrew Niesen
	Name: 	 	Andrew Niesen
	Title:	 	Vice President


  

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









			
	FOX CHASE BANK
		
	By:	 	/s/ Paul A. Pyfer
	Name: 	 	Paul A. Pyfer
	Title:	 	Senior Rel Mgr


  

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








 SCHEDULE 2.01 

COMMITMENTS 

AND APPLICABLE PERCENTAGES 
  

													
	 Lender
	  	Acquisition
Commitment	  	Percentage of
Acquisition
Commitments	 	 	Revolving Credit
Commitment	  	Percentage of
Revolving Credit
Commitments	 
	 Bank of America, N.A.
	  	$	10,312,500.00	  	18.75000000	% 	 	$	8,437,500.00	  	18.75000000	% 
	 Sovereign Bank
	  	$	4,212,500.00	  	7.65909091	% 	 	$	3,337,500.00	  	7.41666667	% 
	 TD Bank, N.A.
	  	$	9,625,000.00	  	17.50000000	% 	 	$	7,875,000.00	  	17.50000000	% 
	 Capital One, N.A.
	  	$	8,125,000.00	  	14.77272727	% 	 	$	6,875,000.00	  	15.27777778	% 
	 Sun National Bank
	  	$	2,750,000.00	  	5.00000000	% 	 	$	2,250,000.00	  	5.00000000	% 
	 TriState Capital Bank
	  	$	4,125,000.00	  	7.50000000	% 	 	$	3,375,000.00	  	7.50000000	% 
	 First Niagara Bank, N.A.
	  	$	2,250,000.00	  	4.09090909	% 	 	$	1,750,000.00	  	3.88888889	% 
	 Beneficial Mutual Savings Bank
	  	$	1,375,000.00	  	2.50000000	% 	 	$	1,125,000.00	  	2.50000000	% 
	 Fox Chase Bank
	  	$	5,737,500.00	  	10.43181818	% 	 	$	4,862,500.00	  	10.80555556	% 
	 Raymond James Bank, FSB
	  	$	6,487,500.00	  	11.79545455	% 	 	$	5,112,500.00	  	11.36111111	% 
		  	 	 	  	 	 	 	 	 	  	 	 
	 Total:
	  	$	55,000,000.00	  	100.00	% 	 	$	45,000,000.00	  	100.00	% 
		  	 	 	  	 	 	 	 	 	  	 	 








 Annex 1 

None. 







 Exhibit A 

Kansas Purchase Agreement 







 Exhibit B 

Pennsylvania Purchase Agreement 







 Exhibit C 

North Carolina Purchase Agreement