0001193125-10-009462 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 21st, 2010 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Fifth Amendment”) dated January 15, 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 party hereto (collectively, the “Amendment 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.

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FIFTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 21st, 2010 • Stonemor Partners Lp • Services-personal services • New York

This FIFTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Fifth Amendment”), dated January 15, 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 “Parent”), StoneMor Operating LLC, a Delaware limited liability company (the “Company”), the Subsidiaries of the Parent 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 Parent, each individually a “Credit Party” and collectively, the “Credit Parties”) and the Noteholders (as defined below) party hereto.

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