0001193125-08-058936 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 17th, 2008 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This FIRST AMENDMENT (this “First Amendment”) to Amended and Restated Credit Agreement referred to below, is dated this 2nd day of November, 2007, effective as of September 30, 2007, 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 page 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 (the “Lenders”), and Bank of America, N.A., a national banking association organized and existing under the laws of the United States of America, as Administrative Agent for the benefit of the Lenders (in such capa

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FIRST AMENDMENT TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 17th, 2008 • Stonemor Partners Lp • Services-personal services • New York

This FIRST AMENDMENT (this “First Amendment”) to the Amended and Restated Note Purchase Agreement referred to below, is dated this 2nd day of November, 2007, effective as of September 30, 2007, 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 “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (together with the Company, each individually an “Issuer” and collectively, the “Issuers” and together with the General Partner and the Partnership, each individually a “Credit Party” and collectively, the “Credit Parties”) and the Noteholders (as defined below) party hereto.

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