0001193125-10-112960 Sample Contracts

SIXTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 7th, 2010 • Stonemor Partners Lp • Services-personal services • New York

This SIXTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE 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 “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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SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 7th, 2010 • Stonemor Partners Lp • Services-personal services • Pennsylvania

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.

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