0001193125-19-026925 Sample Contracts

EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • February 4th, 2019 • Stonemor Partners Lp • Services-personal services • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 4, 2016 among STONEMOR OPERATING LLC, a Delaware limited liability company, the other BORROWERS party hereto, the LENDERS from time to time party hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender, CITIZENS BANK OF PENNSYLVANIAN.A., as Syndication Agent, and TD BANK, N.A. and RAYMOND JAMES BANK, N.A., as Co-Documentation Agents.

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FIRST AMENDMENT TO VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • February 4th, 2019 • Stonemor Partners Lp • Services-personal services

This FIRST AMENDMENT TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is entered into on February 4, 2019 (the “Execution Date”), by and among Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP, LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (the “Axar Funds,” and together with Axar and Axar GP, the “Axar Entities”), Robert B. Hellman, Jr., in his capacity as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors, LLC (“ACII”), and StoneMor GP Holdings LLC, a Delaware limited liability company (“GP Holdings” and together with ACII, the “ACII Entities”) and StoneMor GP LLC, a Delaware limited liability company (the “Company”) and StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”). The Axar Entities, the ACII Entities, the Company, the Partnership and each Permitted Transferee (as hereinafter de

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