EX-10.1



 Exhibit 10.1 
 FIRST AMENDMENT TO 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment”) dated
February 19, 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, 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 Thirty Million Dollars ($130,000,000). 

B. The Borrowers have requested that the Lenders provide a $10,000,000 increase in the Aggregate Commitments under the Credit Agreement
from the current $130,000,000 to $140,000,000 and certain of the Lenders (the “Increasing Lenders”) have agreed to provide the Borrowers increases in their respective Commitments (as to each such Increasing Lender, its
“Increase”), subject to the delivery of this First 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. Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement. 
 2. Increase in Aggregate Commitments; Amendment and Restatement of
Schedule 2.01. Upon the effectiveness of this First Amendment (a) the Increasing Lenders’ aggregate Commitments will be increased in an amount of $10,000,000, such that each such Increasing Lender’s individual Commitment shall be
as set forth on Schedule 2.01 attached to this First Amendment and (b) Schedule 2.01 (Commitments and Applicable Percentages) to the Credit Agreement shall be amended, restated and replaced by Schedule 2.01 attached to this First Amendment.


  
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 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 First Amendment and any other documents which the Administrative Agent requires such
Credit Party to deliver hereunder (this First Amendment and any such additional documents delivered in connection with the First Amendment are herein referred to as the “First Amendment Documents”); and (ii) all actions,
corporate or otherwise, necessary or appropriate for the due execution and full performance by such Credit Party of the First Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this First
Amendment and the other First Amendment Documents will constitute the valid and binding obligations of such Credit Party enforceable in accordance with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from
time to time in effect which affect the enforcement of creditors rights in general and the availability of equitable remedies; 

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

(d) No Default. Immediately after giving effect to this First Amendment, no Default or Event of Default has occurred and is
continuing; 
 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2011; 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.


  
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 4. Conditions to Effectiveness of Amendment. This First Amendment shall be effective
upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: 
 (a) First Amendment. This First Amendment, duly executed by the Credit Parties and Required Lenders; 
 (b) Notes. Amended and restated Notes, duly executed by the Borrowers, for each Increasing Lender evidencing the Increase to its Commitment; 

(c) Secretary’s Certificate. A master secretary’s certificate for each Credit Party, attaching customary deliveries,
including resolutions with respect to the Increase; 
 (d) Legal Opinion. The legal opinion of Blank Rome with respect
to the Credit Parties; 
 (e) Increasing Lender Fees. The Operating Company shall have paid to the Administrative Agent,
for the account of each Increasing Lender executing this First Amendment, the fee set forth in the fee letter between the Agent and the Operating Company; 
 (f) Other Fees and Expenses. Payment to the Administrative Agent, in immediately available funds, of all amounts necessary to reimburse the Administrative Agent for the reasonable fees and costs
incurred by the Administrative Agent in connection with the preparation and execution of this First Amendment and any other Credit Document, including, without limitation, all fees and costs incurred by the Administrative Agent’s attorneys;

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

(h) 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 First
Amendment shall not (a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement or any other Credit Document and the agreements and documents executed in connection therewith or (b) constitute a waiver
of any provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed by each of the
Credit Parties. Nothing contained herein constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments to the Credit Agreement or any of the other Credit Documents. 

  
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 6. Acknowledgments. To induce the Administrative Agent and the Lenders party hereto
to enter into this First Amendment, the Credit Parties acknowledge, agree, warrant, and represent that: 
 (a)
Acknowledgment of Obligations; Collateral; Waiver of Claims. (i) the Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, the Credit Parties; (ii) the liens
and security interests granted to the Collateral Agent, on behalf of the Secured Parties, by the Credit Parties pursuant to the Credit Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security
interests (subject to Permitted Liens); and (iii) the Credit Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally, may have or claim to have against each of the Secured Parties as of the
date hereof. 
 (b) No Waiver of Existing Defaults. No Default or Event of Default exists immediately after giving
effect to this First Amendment. Nothing in this First Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of
(i) any Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect, or (ii) any rights or remedies which any Secured Party has against any Credit Party under the
Credit Agreement or any other Credit Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect. 

7. Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
 8. Governing Law. This First Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania. 
 9. Headings. The headings of the sections of this First Amendment are inserted for convenience only and shall not be deemed to constitute a part of this First Amendment. 

10. Counterparts. This First 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 First Amendment by telecopy or by electronic means shall be effective as
delivery of a manually executed counterpart of this First Amendment. 

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

			
	General Partner:
	
	STONEMOR GP LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	Partnership:
	
	STONEMOR PARTNERS L.P.
	By:	 	STONEMOR GP LLC
		 	 its General Partner

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	Operating Company:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President



 Borrowers’ Signature Page to First Amendment to 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/ Paul Waimberg

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


  

Borrowers’ Signature Page to First 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/ Paul Waimberg

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


  

Borrowers’ Signature Page to First 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/ Paul Waimberg

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


  

Borrowers’ Signature Page to First 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/ Paul Waimberg

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


  

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








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

	Name:	 	 Susan Schwartz

	Title:	 	 VP




  

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








 
			
	FOX CHASE BANK
		
	By:	 	 /s/ Matthew Gubicza

	Name:	 	 Matthew Gubicza

	Title:	 	 VP




  

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








 
			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent Nelson

	Name:	 	 Kent Nelson

	Title:	 	 SVP




  

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








 
			
	SUN NATIONAL BANK
		
	By:	 	 /s/ Michael Listner

	Name:	 	 Michael Listner

	Title:	 	 Vice President




  

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








 
			
	FIRST NIAGARA BANK, N.A.
		
	By:	 	 /s/ Henry G. Kush, Jr.

	Name:	 	 Henry G. Kush, Jr.

	Title:	 	 Vice President




  

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








 SCHEDULE 2.01 
 COMMITMENTS 
 AND APPLICABLE PERCENTAGES 

 

									
	 Lender
	  	Revolving
Credit
Commitment	 	  	Percentages	 
	 Bank of America, N.A.
	  	$	33,250,000	  	  	 	23.750000000	% 
	 Raymond James Bank, FSB
	  	$	29,250,000	  	  	 	20.892857143	% 
	 Capital One, National Association
	  	$	23,000,000	  	  	 	16.428571429	% 
	 TD Bank, N.A.
	  	$	21,250,000	  	  	 	15.178571429	% 
	 Fox Chase Bank
	  	$	12,500,000	  	  	 	8.928571429	% 
	 TriState Capital Bank
	  	$	11,000,000	  	  	 	7.857142857	% 
	 Sun National Bank
	  	$	5,500,000	  	  	 	3.928571429	% 
	 First Niagara Bank, N.A.
	  	$	4,250,000	  	  	 	3.035714286	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	140,000,000	  	  	 	100.0000	% 
		  	  
	  
	 	  	  
	  
	 


  

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