0001193125-16-484599 Sample Contracts

KEY EMPLOYEE UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
Key Employee Unit Agreement • February 29th, 2016 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of December 31, 2015, (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and David L. Meyers, a key employee (the “Participant”) of the Company or its Affiliates (as defined in the Plan).

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AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONEMOR GP LLC
Limited Liability Company Agreement • February 29th, 2016 • Stonemor Partners Lp • Services-personal services • Delaware

This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) of StoneMor GP LLC, a Delaware limited liability company (the “Company”), dated as of May 21, 2014, is made and entered into as of November 17, 2015 by StoneMor GP Holdings LLC (the “Sole Member”), the Sole Member of the Company. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 29th, 2016 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated November 12, 2015, 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.

KEY EMPLOYEE UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
Key Employee Unit Agreement • February 29th, 2016 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Agreement (the “Agreement”) entered into as of December 31, 2015, (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and Lawrence Miller (the “Participant”), Chief Executive Officer of the Company.

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