EX-10.1



 Exhibit 10.1 
 SECOND AMENDMENT TO 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) dated
May 8, 2013, 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 party hereto, 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 Third Amended and Restated Credit Agreement, entered into on January 19, 2012, by and among the parties hereto, as amended by a First Amendment dated February 19,
2013 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), the Lenders agreed, inter alia, to extend to the Borrowers revolving credit facility in the maximum aggregate principal amount
of One Hundred Forty Million Dollars ($140,000,000). 
 B. The Borrowers have requested that the Lenders permit the Borrowers to
refinance their 10.250% senior unsecured notes in an aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), having a maturity of December 1, 2017 (the “Existing High Yield Notes”), issued under that certain
Indenture, dated as of November 24, 2009, among the Operating Company, certain other Credit Parties and Wilmington Trust FSB, as trustee (the “Existing High Yield Note Indenture”) with a portion of the proceeds of an issuance
of Future High Yield Notes (the “Replacement High Yield Notes”) to be issued under a similar Indenture, (the “Replacement High Yield Indenture”) and to permit High Yield Notes to remain outstanding, from time to
time, in an amount not to exceed $225,000,000 (or up to $250,000,000 until December 1, 2013), subject to the delivery of this Second Amendment. 
 C. The Lenders party hereto 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) 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) The following terms set forth in Section 1.01 of the Credit Agreement are hereby
amended and restated in their entirety as follows: 
 “Consolidated Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the 

  
 1 








 
most recently completed Measurement Period; provided, however, that for any Measurement Period ending before December 1, 2013, Consolidated Funded Indebtedness shall be reduced
by an amount equal to the Reserve Fund Amount. 
 “Future High Yield Notes” means any senior unsecured notes
issued after the Closing Date, from time to time, pursuant to, and in accordance with a High Yield Indenture (including any Replacement High Yield Notes, meeting each of the following requirements: (a) such notes are in an aggregate original
principal amount that, when aggregated with the aggregate principal amount of the High Yield Notes then outstanding, does not exceed the limitation set forth in Section 7.02(m); (b) the terms of such notes are substantially similar in all
material respects to, or are more favorable to the Credit Parties than, the High Yield Notes then outstanding (provided that (i) the scheduled maturity date for any principal payment under such notes shall not be prior to December 1, 2017
and (ii) the interest rate payable on such notes shall be a market rate for the issuance of such notes at the time issued); (c) no Default or Event of Default has occurred and is continuing or would result from the issuance of such notes;
and (d) the Borrowers shall have delivered to the Administrative Agent, not less than ten (10) Business Days prior to the date of the issuance of such notes (or such shorter period as the Administrative Agent may agree to in writing), a
pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 7.11 immediately after giving effect to the issuance of such notes. For the sake of clarity,
any Credit Party that is an obligor under the Existing High Yield Indenture (including the Partnership) may be an issuer of Future High Yield Notes. 
 “High Yield Documents” means each High Yield Note Indenture, any High Yield Notes, and the related guarantees, notes and all other agreements, instruments and other documents pursuant to
which any High Yield Notes have been or will be issued or otherwise setting forth the terms of such High Yield Notes or otherwise entered into in connection with a High Yield Indenture, as each may be amended, restated, modified, extended, renewed,
replaced or supplemented from time to time. 
 “High Yield Note Indenture” means (a) the Existing High
Yield Note Indenture, and (b) any Replacement High Yield Note Indenture, each as the same may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time. 

“High Yield Notes” means the Exiting High Yield Notes, together with any Future High Yield Notes, each issued pursuant to
a High Yield Indenture, in each case, as the same may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time. 
 (c) The following terms set forth below are hereby added to Section 1.01 of the Credit Agreement in their entirety as follows: 
 “Existing High Yield Note Indenture” has the meaning given to such term in the background of the Second Amendment. 
 “Existing High Yield Notes” has the meaning given to such term in the background of the Second Amendment. 
 “Reserve Fund Amount” means the portion of the proceeds of an issuance of Replacement High Yield Notes, which proceeds have been deposited and held in a


  
 2 








 
restricted deposit or securities account with the Administrative Agent and set aside to provide funds to enable the redemption of any Existing High Yield Notes outstanding following the issuance
of the Replacement High Yield Notes. 
 “Replacement High Yield Indenture” has the meaning given to such term in
the background of the Second Amendment. 
 “Replacement High Yield Notes” has the meaning given to such term in
the background of the Second Amendment. 
 “Second Amendment” means the Second Amendment to this Agreement,
dated May 8, 2013. 
 “Temporary High Yield Cap” means the greater of (a) $225,000,000 and
(b) the lesser of (i) $250,000,000 and (ii) $150,000,000 plus the Reserve Fund Amount. 
 (d) Subsection
(h) of the definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “(h) reasonable fees, charges, costs and expenses, without duplication, incurred in connection with (i) the Eighth Amendment to the Prior Credit Agreement and Refinancing Issuance (as defined
therein), (ii) the Senior Note Refinancing (as defined in the Prior Credit Agreement), (iii) the Existing Credit Agreement, (iv) this Agreement and the other Credit Documents, including any future amendment, restatement, supplement or
other modification of this Agreement or any of the other Credit Documents, and (v) to the extent permitted hereunder, (A) the issuance of Equity Interests and debt securities by the Partnership, and (B) the refinancing of High Yield
Notes with the proceeds of Future High Yield Notes, including prepaid interest and early redemption premium (it being agreed that the addback described in this clause (h) shall be permitted with respect to each amendment or other transaction
described in this clause (h) irrespective of whether such amendment or transaction is actually consummated);” 
 2.
Amendment to Section 7.02. Paragraph (m) of Section 7.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (m) Indebtedness evidenced by High Yield Notes in an aggregate outstanding principal amount not in excess of (i) the Temporary High Yield Cap, prior to December 1, 2013, and
(ii) $225,000,000 at any time on or after December 1, 2013; provided that (A) at any time that Existing High Yield Notes and Replacement High Yield Notes are at the same time deemed to be outstanding (i.e. not satisfied and discharged
under the terms of a High Yield Note Indenture), the Reserve Fund Amount shall not be less than 110% of the outstanding principal balance of the Existing High Yield Notes, and (B) following issuance of the Replacement High Yield Notes, to the
extent any Existing High Yield Notes are not then tendered and redeemed, the Borrowers shall cause such Existing High Yield Notes to be redeemed in full not later than December 1, 2013. For the sake of clarity, if the Reserve Fund Amount is
less than the amount necessary to redeem the Existing High Yield Notes in full on or before such redemption date (a “deficiency”), the Credit Parties shall pay such deficiency on such redemption date. 

  
 3 








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

(c) No Violation. The making and performance of the Second Amendment Documents will not (i) contravene, conflict with or
result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) contravene, constitute a default
under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien
upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any
of its property or assets are bound or to which it may be subject or (iii) contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability
company, limited liability company agreement or equivalent organizational document, as the case may be, any Credit Party; 

(d) No Default. Immediately after giving effect to this Second Amendment, no Default or Event of Default has occurred and is
continuing; 
 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2012; and

 (f) Organizational Documents. There have been no changes in the organizational documents of the Credit Parties since
January 19, 2012 (or such later date as any such organizational documents were initially adopted), except as previously disclosed to the Administrative Agent in writing, certified copies of which have been previously provided to the Lenders.

 4. Conditions to Effectiveness of Amendment. This Second Amendment shall be effective upon the Administrative
Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: 
 (a)
Second Amendment. This Second Amendment, duly executed by the Credit Parties and Required Lenders; 

  
 4 








 (b) Working Fee. Payment to each Lender signing this Second Amendment of a fee in
the amount of $5,000, which shall be fully earned by each such Lender, and due and payable by the Borrowers on the date hereof; 
 (c) Other Fees and Expenses. Payment to the Administrative Agent, in immediately available funds, of all amounts necessary to reimburse the Administrative Agent for the reasonable fees and costs
incurred by the Administrative Agent in connection with the preparation and execution of this Second Amendment and any other Credit Document, including, without limitation, all fees and costs incurred by the Administrative Agent’s attorneys;

 (d) Consent and Waivers. Copies of any consents or waivers necessary in order for the Credit Parties to comply with
or perform any of its covenants, agreements or obligations contained in any agreement which are required as a result of any Credit Party’s execution of this Second Amendment, if any; and 

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

6. Acknowledgments. To induce the Administrative Agent and the Lenders party hereto to enter into this Second Amendment, the
Credit Parties acknowledge, agree, warrant, and represent that: 
 (a) Acknowledgment of Obligations; Collateral; Waiver of
Claims. (i) the Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, the Credit Parties; (ii) the liens and security interests granted to the Collateral Agent,
on behalf of the Secured Parties, by the Credit Parties pursuant to the Credit Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests (subject to Permitted Liens); and
(iii) the Credit Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally, may have or claim to have against each of the Secured Parties as of the date hereof. 

(b) No Waiver of Existing Defaults. No Default or Event of Default exists immediately after giving effect to this Second
Amendment. Nothing in this Second Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of (i) any Default or
Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect, or (ii) any rights or remedies which any Secured Party has against any Credit Party under the Credit Agreement or any
other Credit Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect. 

  
 5 








 7. Binding Effect. This Second Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. 
 8. Governing Law. This Second Amendment
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania. 

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

[Remainder of Page Intentionally Left Blank] 

  
 6 








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

			
	General Partner:
	
	STONEMOR GP LLC
		
	By:	 	 /s/ Timothy K. Yost

	Name:	 	Timothy K. Yost
	Title:	 	Chief Financial Officer and Secretary
	
	Partnership:
	
	STONEMOR PARTNERS L.P.
	By:	 	STONEMOR GP LLC
		 	its General Partner
		
	By:	 	 /s/ Timothy K. Yost

	Name:	 	Timothy K. Yost
	Title:	 	Chief Financial Officer and Secretary
	
	Operating Company:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Timothy K. Yost

	Name:	 	Timothy K. Yost
	Title:	 	Chief Financial Officer and Secretary



  

Borrowers’ Signature Page to Second Amendment to 
 Third 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.

 Bronswood Cemetery, 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. 
 Kingwood Memorial Park Association 
 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/ Michael Stache

		 	Michael Stache, as President for each of the above named
		 	Credit Parties other than Bethel Cemetery Association and Assistant Secretary for Bethel Cemetery Association
		 	


  

Borrowers’ Signature Page to Second Amendment to 
 Third 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. 

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

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

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

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

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

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


			
	By:	 	 /s/ Michael Stache

		 	Michael Stache
		 	President


  

Borrowers’ Signature Page to Second Amendment to 
 Third 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 
 StoneMor Alabama LLC 
 StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC 

StoneMor Colorado LLC 
 StoneMor Colorado
Subsidiary LLC 
  

			
	By:	 	 /s/ Michael Stache

		 	Michael Stache
		 	President


  

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








 StoneMor Florida 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 
 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/ Michael Stache

		 	Michael Stache
		 	President


  

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








 
			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Rosanne Parsill

	Name:	 	Rosanne Parsill
	Title:	 	Vice President



  

Administrative Agent’s Signature Page to Second Amendment to 

Third Amended and Restated Credit Agreement 








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

	Name:	 	Kenneth G. Wood
	Title:	 	Senior Vice President



  

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








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

	Name:	 	Scott G. Axelrod
	Title:	 	Vice President



  

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








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

	Name:	 	Allison Sardo
	Title:	 	Senior Vice President



  

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








 
			
	TD BANK, N.A.
		
	By:	 	 /s/ Susan Schwartz

	Name:	 	Susan Schwartz
	Title:	 	Vice President



  

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








 
			
	FOX CHASE BANK
		
	By:	 	 /s/ Matthew Gubicza

	Name:	 	Matthew Gubicza
	Title:	 	Vice President



  

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








 
			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent Nelson

	Name:	 	Kent Nelson
	Title:	 	Senior Vice President



  

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