Sixth Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 

SIXTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Sixth Amendment”) dated May 4, 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; and (e) that certain Fifth Amendment to
Amended and Restated Credit Agreement, dated January 15, 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 Thirty-Five Million Dollars ($35,000,000), and (ii) an acquisition facility in the maximum aggregate principal amount of Forty-Five Million Dollars
($45,000,000). 
 B. The Borrowers have requested (a) an adjustment to the definition of Consolidated EBITDA to exclude
realized losses from the sale of investments in the Highland Floating Rate Advantage Fund and (b) an increase in the maximum permitted Consolidated Leverage Ratio for certain fiscal periods. 

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: 

“Highland Capital Sale” means the sale by the Credit Parties of all of their investments held, as of the date of the
Sixth Amendment, in one or more Merchandise Trusts in the Highland Floating Rate Advantage Fund. 
  

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 “Sixth Amendment” means the Sixth Amendment to this Agreement dated
May 4, 2010. 
 (c) Amendment to Definition of “Applicable Rate”. The last sentence within the definition
of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety, as follows: 

Notwithstanding anything to the contrary contained in this definition (i) the determination of the Applicable Rate for any period
shall be subject to the provisions of Section 2.10(b) and (c), and (ii) commencing on the effective date of the Sixth Amendment until such time as the Agent shall have received a Compliance Certificate (evidencing compliance with all
financial covenants set forth in Section 7.11) for a Measurement Period ending on or after December 31, 2010, Pricing Level 3 of the Applicable Rate for (A) Eurodollar Rate Loans and Letter of Credit Fees, shall be 4.50%, and
(B) Base Rate Loans, shall be 3.50%. 
 (d) 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 adding the parenthetical phrase “(other than any changes arising as a result of the Highland Capital Sale)” after the
phrase “for any changes” in the second sentence of such definition. 
 2. Amendment to Subsection (c) of
Section 7.11 (Financial Covenants). Section 7.11(c) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to be greater than: (i) 4.15 to 1.0, for any
Measurement Period ending prior to July 1, 2010; (ii) 4.00 to 1.0, for any Measurement Period ending between July 1, 2010 and September 30, 2010; (iii) 3.75 to 1.0, for any Measurement Period ending between October 1,
2010 and December 31, 2010 or (iv) 3.65 to 1.0, for any Measurement Period ending after December 31, 2010. 
 3.
Amendment and Restatement of Exhibit D. Except with respect to Exhibit D (Compliance Certificate), which is hereby amended, restated and replaced by Exhibit D attached to this Sixth Amendment, each of the Schedules and Exhibits to the Credit
Agreement are true and correct in all material respects and are not amended, restated or replaced by this Sixth Amendment. 
 4.
Representations and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party: 

(a) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Credit Agreement
and the other Credit Documents are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except to the extent such representation or warranty was made as of a specific date; 

 

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 (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 Sixth Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this
Sixth Amendment and any such additional documents delivered in connection with the Sixth Amendment are herein referred to as the “Sixth 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 Sixth Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Sixth Amendment and the other Sixth
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 Sixth 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 Sixth Amendment, no Default or Event of Default has occurred
and is continuing; and 
 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since
December 31, 2009. 
 (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; 
 5. Conditions to Effectiveness of Amendment. This Sixth
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) Sixth Amendment. This Sixth Amendment, duly executed by the Credit Parties and the Required Lenders; 

 

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 (b) Amendment to Note Purchase Agreement. A duly executed copy of the Sixth
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 Sixth Amendment; 

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

 7. Acknowledgments. To induce the Administrative Agent and the Amendment Lenders to enter into this Sixth 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 before or immediately after giving effect
to this Sixth Amendment. Nothing in this Sixth 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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 8. Binding Effect. This Sixth Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. 
 9. Governing Law. This Sixth Amendment
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania. 

10. Headings. The headings of the sections of this Sixth Amendment are inserted for convenience only and shall not be deemed to
constitute a part of this Sixth Amendment. 
 11. Counterparts. This Sixth 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 Sixth Amendment by telecopy
or by electronic means shall be effective as delivery of a manually executed counterpart of this Sixth Amendment. 
 12.
Consent. To the extent that consent of the Lenders is required, the Lenders hereby consent to the Sixth Amendment to Amended and Restated Note Purchase Agreement dated as of the date hereof among the Credit Parties and the Purchasers.

  

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 IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have
executed this Sixth 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 Sixth 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. 

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. 
 Crown
Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, 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. 
 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. 
  

			
	By:	 	 /s/ Paul Waimberg



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

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







 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Amendment to Amended and Restated Credit Agreement 








			
	SOVEREIGN BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  




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








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

	Name:	 	 Peter L. Davis

	Title:	 	 SVP




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








			
	SUN NATIONAL BANK
		
	By:	 	 /s/ Christopher P. Kleczkowski

	Name:	 	 Christopher P. Kleczkowski

	Title:	 	 SVP




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








			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent Nelson

	Name:	 	 Kent Nelson

	Title:	 	 SVP




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








			
	BENEFICIAL MUTUAL SAVINGS BANK
		
	By:	 	 /s/ Andrew J. Niesen

	Name:	 	 Andrew J. Niesen

	Title:	 	 Vice President




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








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

	Name:	 	 Paul A. Pyfer

	Title:	 	 Sr. Relationship Mgr.




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







 Annex 1 

None.