SECOND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “ Second Amendment ”), dated April 30, 2009, 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.

BACKGROUND

A. Pursuant to that certain Amended and Restated Note Purchase Agreement, dated August 15, 2007, by and among the Credit Parties and the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Shelf Notes, herein collectively referred to as the “ Noteholders ”), as amended by that certain First Amendment to Amended and Restated Note Purchase Agreement, dated November 2, 2007 (the “ Existing Note Agreement ”, and as amended pursuant to this Second Amendment, the “ Note Agreement ”), the Issuers, among other things, (i) issued to the Purchasers their (a) 7.66% Senior Secured Notes due September 20, 2009, in the aggregate principal amount of $80,000,000 (the “ Series A Notes ”), (b) 9.34% Series B Senior Secured Notes due August 15, 2012, in the aggregate principal amount of $35,000,000 (the “ Existing Series B Notes ”, and the Existing Series B Notes, as amended pursuant to this Second Amendment and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Agreement, the “ Series B Notes ”), and (c) 9.09% Senior Secured Series C Notes due December 21, 2012, in the aggregate principal amount of $17,500,000 (the “ Existing Series C Notes ”, and the Existing Series C Notes, as amended pursuant to this Second Amendment and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Agreement, the “ Series C Notes ”, and the Series C Notes, together with the Series A Notes and the Series B Notes, collectively, the “ Issued Notes ”), and (ii) authorized the issuance of up to $150,000,000 aggregate principal amount of their Shelf Notes (inclusive of the Issued Notes).

B. Issuers have requested certain amendments to the Existing Note Agreement as more fully set forth herein.

C. The Noteholders are willing to agree to such amendments on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions .

(a) General Rule . Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Note Agreement.

(b) Additional Definitions . The following additional definitions are hereby added to Schedule B of the Existing Note Agreement to read in their entirety as follows:

“ Capital Expenditures ” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

“ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA, less any cash dividends or distributions made by the Parent to (b) Consolidated Fixed Charges, each as measured for the most recently completed Measurement Period.

“ Consolidated Fixed Charges ” means, for any period, the sum of (a) the aggregate principal amount of all regularly scheduled principal payments, redemptions or similar acquisitions for value of outstanding Consolidated Funded Indebtedness for such period (but excluding any prepayments or early redemptions or similar acquisitions for value) and (b) Consolidated Interest Charges with respect to Consolidated Funded Indebtedness for such period. All calculations of Consolidated Fixed Charges shall additionally be adjusted on a Pro Forma Basis.

“ Equivalent Disposition ” means the Disposition by an Issuer to any Person (other than another Issuer) of (i) assets constituting a business unit, (ii) all or a substantial part of the business of any Issuer, or (iii) sufficient capital stock or other Equity Interests of any Issuer so that, after giving effect to such Disposition, such Person is no longer a Subsidiary.

“ Exclusive Management Agreement ” means an agreement pursuant to which an Issuer obtains an exclusive right to manage and control a funeral home or cemetery business of any other Person for a term of not less than one (1) year.

“ Maintenance Capital Expenditures ” means Capital Expenditures of the Parent and any of its Subsidiaries other than Capital Expenditures representing amounts paid in connection with (a) improvements which enhance (as opposed to maintain) the value of property, (b) the purchase or construction of mausoleums and (c) Permitted Acquisitions.

“ Refinance ” means, in respect of any Indebtedness, to extend, renew, refinance, restructure or replace, or to issue other Indebtedness, in exchange or replacement for, in each case, in whole or in part, such Indebtedness. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Reserve Event Period ” means any period during which any holder of Shelf Notes is required to maintain reserves in respect of the Shelf Notes in excess of 3.4% of the principal amount of Shelf Notes held by it as a result of a decision of an insurance regulatory authority having responsibility for valuation of insurance company assets.

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“ Second Amendment ” means the Second Amendment to Amended and Restated Note Purchase Agreement dated April 30, 2009.

“ Second Amendment Effective Date ” means the date on which the Second Amendment is effective in accordance with its terms.

(c) Deleted Definitions . The definitions of “Consolidated Interest Coverage Ratio”, “Non-Renewal Fee” and “Quote” are hereby deleted in their entirety from Schedule B of the Existing Note Agreement.

(d) Amendment to Definition of “Consolidated EBITDA” . The definition of “Consolidated EBITDA” set forth in Schedule B of the Existing Note Agreement is hereby amended by (i) replacing the two references, in the first proviso of such definition, to “Permitted Acquisitions” with references to “Permitted Acquisitions or Equivalent Dispositions” and (ii) amending and restating in its entirety Subsection (h) (it being understood, for the avoidance of doubt, that Subsection (h) of the Existing Note Agreement encompasses only the following language: “reasonable fees, costs and expenses incurred in connection with the Transaction and the restructuring of the Existing Credit Agreement and the Existing Note Agreement”), as follows:

“(h) reasonable fees, costs and expenses incurred in connection with the Transaction, the restructuring of the Existing Credit Agreement and the Existing Note Agreement, the First Amendment, the Second Amendment and the related amendment to the Credit Agreement, and the refinancing of the Series A Notes;”

(e) Amendment to Definition of “Consolidated Interest Charges” . The definition of “Consolidated Interest Charges” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing the references to “Permitted Acquisitions” with references to “Permitted Acquisitions or Equivalent Dispositions”.

(f) Amendment to Definition of “Consolidated Net Income” . The definition of “Consolidated Net Income” set forth in Schedule B of the Existing Note Agreement is hereby amended by adding the following immediately after “for any period” in the first line of the definition: “, subject to determinations expressly required to be made on a Pro Forma Basis”.

(g) Amendment to Definition of “Credit Agreement ”. The definition of “Credit Agreement” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing the references to “refinancing” with references to “Refinancing” and by replacing the references to “refinanced” with references to “Refinanced”.

(h) Amendment to Definition of “Investment” . The definition of “Investment” set forth in Schedule B of the Existing Note Agreement is hereby amended by adding the following immediately preceding the period at the end of the definition: “, or (d) any Exclusive Management Agreement”.

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(i) Amendment to Definition of “Make-Whole Amount” . The definition of “Make-Whole Amount” set forth in Section 8.8 of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“The term “ Make-Whole Amount ” means, with respect to any Shelf Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Shelf Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount shall be calculated based on the interest rate of such Shelf Note in effect prior to the effectiveness of the Second Amendment; provided further , that the Make-Whole Amount may in no event be less than zero.”

(j) Amendment to Definition of “Permitted Acquisition” . The definition of “Permitted Acquisition” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing “or (b)” with “(b) rights from a Domestic Person under any Exclusive Management Agreement, or (c)”.

(k) Amendment to Definition of “Pro Forma Basis” . The definition of “Pro Forma Basis” set forth in Schedule B of the Existing Note Agreement is hereby amended by replacing “a net asset value of Perpetual Care Trusts multiplied by ten-year Treasury Rate plus 150 basis points and Merchandise Trusts multiplied by five-year Treasury Rate plus 150 basis points” in clause (b) of such definition with the following: “the net asset value thereof multiplied by the yield to maturity of the Barclays Aggregate Bond Index plus 200 basis points (or if such index is not available, a replacement index and margin that is selected by the Company and reasonably satisfactory to the Required Holders), but in any case, not less than 5% per annum or more than 7% per annum.

2. Amendment of the Existing Notes .

(a) Series B Notes . The Existing Series B Notes are hereby and shall be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth in Exhibit A-1 ; except that the name of the holder of the Note, date, registration number and principal amount set forth in each Existing Series B Note shall remain the same; provided , however , that, at the request of any Noteholder, the Issuers shall execute and deliver a new Series B Note or Series B Notes in the form of such Exhibit A-1 in exchange for its Existing Series B Note, registered in the name of such Noteholder, in the aggregate principal amount of the Series B Notes owing to such Noteholder on the date hereof and dated the date of the last interest payment made to such Noteholder in respect of its Existing Series B Notes. Each reference to the “9.34% Series B Senior Secured Notes due August 15, 2012” in any of the Finance Documents is hereby deleted and replaced with a reference to the “11.00% Series B Senior Secured Notes due August 15, 2012”. Each other reference to “9.34%” in any of the Finance Documents as the interest rate applicable to the Series B Notes is hereby deleted and replaced with “11.00%”. The increase in the interest rate applicable to the Series B Notes referred to in this Section 2(a) and on Exhibit A-1 shall be effective on a prospective basis as of the Second Amendment Effective Date.

(b) Series C Notes . The Existing Series C Notes are hereby and shall be deemed to be, automatically and without any further action, amended and restated in their entirety as set forth in Exhibit A-2 ; except that the name of the holder of the Note, date,

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registration number and principal amount set forth in each Existing Series C Note shall remain the same; provided , however , that, at the request of any Noteholder, the Issuers shall execute and deliver a new Series C Note or Series C Notes in the form of such Exhibit A-2 in exchange for its Existing Series C Note, registered in the name of such Noteholder, in the aggregate principal amount of the Series C Notes owing to such Noteholder on the date hereof and dated the date of the last interest payment made to such Noteholder in respect of its Existing Series C Notes. Each reference to the “9.09% Senior Secured Series C Notes due December 21, 2012” in any of the Finance Documents is hereby deleted and replaced with a reference to the “11.00% Senior Secured Series C Notes due August 15, 2012”. Each other reference to “9.09%” in any of the Finance Documents as the interest rate applicable to the Series C Notes is hereby deleted and replaced with “11.00%”. The increase in the interest rate applicable to the Series B Notes referred to in this Section 2(b) and on Exhibit A-2 shall be effective on a prospective basis as of the Second Amendment Effective Date. Each other reference to “December 21, 2012” in any of the Finance Documents as the maturity date applicable to the Series C Notes is hereby deleted and replaced with “August 15, 2012”.

3. A new Section 1.8 is hereby added to the Existing Note Agreement immediately following Section 1.7 thereof to read in its entirety as follows:

“ 1.8. Reserve Event Periods.

During each Reserve Event Period commencing after the Second Amendment Effective Date, the per annum interest rate (including any Default Rate) applicable to all Shelf Notes shall be increased by 1.5% (150 basis points) per annum above the interest rate that would otherwise apply. Promptly upon (and in any event within fifteen (15) Business Days after) any holder of a Shelf Note becomes aware of the commencement and/or termination of any Reserve Event Period, such holder shall give written notice thereof to the Company (except that no such notice need be given if another holder of Shelf Notes has given such notice), it being acknowledged and agreed that

(a) unless such notice shall have been delivered to the Company at least three (3) Business Days prior to an interest payment date (subject to clauses (i) and (ii) of the proviso to Section 1.8(b)), the Issuers shall not be required to pay such increased interest until the first interest payment date thereafter as to which such advance notice has been given (provided that the interest payable on such subsequent interest payment date shall include, subject to clauses (i) and (ii) of the proviso to Section 1.8(b), the additional interest provided for by this Section 1.8 accrued from the first day of such Reserve Event Period); and

(b) the failure to give such notice shall not shorten or extend the Reserve Event Period and shall not affect the rights of the holders of Shelf Notes to receive increased interest as set forth in this Section 1.8, provided, however, that (i) the Issuers shall not be required to pay such increased interest for any portion of a Reserve Event Period that is more than one (1) one year prior to the date that the Company is given written notice of the existence of such Reserve Event Period and (ii) to the extent that any such notice relates to a period prior to the current interest period at the time such notice is given, the increased interest attributable to such prior period shall be payable within 30 days after delivery of such notice.”

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4. Amendment to Section 2.9 . Subsection (e) of Section 2.9 of the Existing Note Agreement is hereby deleted in its entirety.

5. Amendment to Section 10.1 . Subsection (a) of Section 10.1 of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“(a) Liens pursuant to any Finance Document, including without limitation, Liens securing the Lender Obligations (as defined in the Intercreditor Agreement) and any Refinancing thereof so long as the aggregate principal amount of such Lender Obligations or Refinancing is not more than the aggregate principal amount permitted pursuant to Section 10.2(b) and the holder(s) of such Liens agrees to join into and become bound by the Intercreditor Agreement;”

In connection with any such Refinancing, the parties agree to enter into an amendment to the Intercreditor Agreement, the effect of which will be to permit the holder(s) of such Lien to join into and become bound by the Intercreditor Agreement on the same, or substantially the same, terms as a Lender (as defined in the Intercreditor Agreement), and to make such other modifications as may be reasonably incidental thereto.

6. Amendment to Section 10.2 . Subsection (b) of Section 10.2 of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“ (b) (i) Indebtedness of the Credit Parties incurred pursuant to this Agreement and the other Finance Documents and (ii) Indebtedness of the Credit Parties incurred pursuant to the Credit Agreement Documents in an aggregate outstanding principal amount not to exceed $137,850,000 (the “ Aggregate Credit Facility Cap ”) at any time divided between an Acquisition Facility not to exceed $102,850,000 (the “ Acquisition Facility Cap ”) at any time and a Revolving Credit Facility (as such term is defined in the Credit Agreement) not to exceed $35,000,000 (the “ Revolving Facility Cap ”) at any time (in each case as from time to time reduced by principal repayments thereof, other than repayments of revolving loans which may by their terms be reborrowed and other than as a result of a Refinancing), and any Refinancing of such Indebtedness so long as any such Refinancing does not increase the principal amount of the Acquisition Facility outstanding, and does not increase the commitment in respect of the Revolving Credit Facility in effect, in each case at the time of such Refinancing (unless such increase is effected pursuant to clause (a) or clause (b) of the following proviso); provided, however ,

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7. Amendment to Section 10.11 . Section 10.11 of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“ 10.11 Financial Covenants .

(a) Minimum EBITDA. Permit Consolidated EBITDA for any Measurement Period to be less than the sum of (i) $39,000,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after the Second Amendment Effective Date (the “ Permitted Acquisition Step-Up ”).

(b) Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any Measurement Period ending in any year set forth in the table below, to be less than the ratio set forth opposite such year in such table.

(c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio for (i) any of the first four Measurement Periods ending on or after the Second Amendment Effective Date, to be greater than 3.75 to 1.0, or (ii) any Measurement Period not described in (i) above, to be greater than 3.50 to 1.0.

(d) Maximum Maintenance Capital Expenditures. Permit the Maintenance Capital Expenditures for any Measurement Period ending in any year set forth in the table below to exceed the amount set forth opposite such year in such table.

(e) SFAS 15 and 159 . For the purposes of the calculation of any financial covenant in this Section 10.11, any election by a Credit Party to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards Nos. 15 and 159) shall be disregarded and such determination shall be made as if such election had not been made.”

8. Amendment to Section 10.14 . Section 10.14 of the Existing Note Agreement is hereby amended by adding the following immediately preceding the period at the end of such Section: “, and except that any Indebtedness under the Credit Agreement Documents

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may be Refinanced from time to time so long as neither the outstanding principal amount, nor the Commitments (other than the unused portion of any Commitments), in respect thereof are reduced after giving effect to such Refinancing;”

9. Amendment to Schedule A . Schedule A of the Existing Note Purchase Agreement is amended and restated in its entirety by Schedule A hereto.

10. Amendment and Restatement of Schedules and Exhibits . Each of the Schedules and Exhibit to the Existing Note Agreement set forth in the table below are hereby amended, restated and replaced by the Schedules and Exhibit to this Second Amendment set forth opposite such Schedules and Exhibit to the Existing Note Agreement in such table.

11. Prepayment of the Series A Notes . On the Second Amendment Effective Date, the Issuers shall prepay, in full, in immediately available funds, the outstanding principal balance of the Series A Notes, together with all accrued and unpaid interest thereon. No Make-Whole Amount shall be due or owing with respect to such prepayment. Any failure of the Issuers to make such prepayment of the Series A Notes on the Second Amendment Effective Date shall constitute an Event of Default.

12. Representations and Warranties . Each Credit Party hereby represents and warrants to the Noteholders that, as to such Credit Party:

(a) Representations . Each of the representations and warranties of or as to such Credit Party contained in the Note Agreement and the other Finance Documents are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof (taking into account the replacement of the Schedules referred to in Section 10 of this Second Amendment), except to the extent such representation or warranty was made as of a specific date;

(b) Power and Authority . (i) Such Credit Party has the power and authority under the laws of its jurisdiction of organization and under its organizational documents to enter into and perform this Second Amendment, the Confirmation and Reaffirmation of General Partner/Parent Guarantee attached hereto as Exhibit B (the “ Guarantor Confirmation ”), and any other documents which the Noteholders require such

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Credit Party to deliver hereunder (this Second Amendment, the Guarantor Confirmation and any such additional documents delivered in connection with this Second Amendment are herein referred to as the “ Second Amendment Documents ”); and (ii) all actions, corporate or otherwise, necessary or appropriate for the due execution and full performance by such Credit Party of the Second Amendment Documents have been adopted and taken and, upon their execution, the Note Agreement, as amended by this Second Amendment, the Notes, the General Partner/Parent Guarantee (after giving effect to the Guarantor Confirmation) and the other Second Amendment Documents will constitute the valid and binding obligations of such Credit Party enforceable in accordance with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affects the enforcement of creditors rights in general and the availability of equitable remedies;

(c) No Violation . The making and performance of the Second Amendment Documents will not (i) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, of any Credit Party;

(d) No Default . No Default or Event of Default exists immediately before or will exist immediately after giving effect to this Second Amendment;

(e) No Material Adverse Effect . No Material Adverse Effect has occurred since December 31, 2008;

(f) Organizational Documents . There have been no changes in the organizational documents of the Credit Parties since August 15, 2007 (or such later date as any such organizational documents were initial adopted), except as described on Annex 1 hereto, certified copies of which have been (i) previously provided to the Noteholders or (ii) are attached to the Secretary’s Certificate described in Subsection 13(i) below; and

(g) Acknowledgment of Obligations; Collateral . (i) The Finance Documents are valid and enforceable against, and all of the terms and conditions of the Finance Documents are binding on, the Credit Parties and (ii) the liens and security interests granted to the Collateral Agent, on behalf of the Secured Parties, by the Credit Parties pursuant to the Finance Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests (subject to Permitted Liens).

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13. Conditions to Effectiveness of Amendment . This Second Amendment shall be effective upon the Noteholders’ receipt of the following, each in form and substance reasonably satisfactory to the Noteholders:

(a) Second Amendment . This Second Amendment, duly executed by the Credit Parties and the Noteholders, together with updated Schedules and Exhibits to the Note Agreement, as referenced in Section 10 hereof;

(b) Guarantor Confirmation . The Guarantor Confirmation, duly executed by the General Partner and the Parent;

(c) Amendment to Intercreditor Agreement . A duly executed first amendment to the Intercreditor Agreement;

(d) Amendment to Credit Agreement . A duly executed Second Amendment to Amended and Restated Credit Agreement;

(e) Lender Documents . Copies of all documents delivered to the Lenders in connection with the amendment to the Credit Agreement referred to in Section 13(d).

(f) Notes . New Series B Notes and Series C Notes, duly executed by the Issuers, for each Noteholder requesting to exchange Existing Series B Notes and/or Existing Series C Notes for Series B Notes and/or Series C Notes, respectively;

(g) Amendment Letter . A letter related to the Second Amendment in form and substance agreed to by the Noteholders and the Credit Parties;

(h) Real Property Documents . Modifications with respect to each of the Mortgages, affidavits of no change, bring-down title policies and endorsements and such other related real estate documents as reasonably requested by the Noteholders;

(i) Secretary’s Certificate . A master secretary’s certificate for each Credit Party, attaching customary deliveries;

(j) Good Standing Certificates . Subsistence or good standing certificates, and any applicable foreign qualification certificates, for each Credit Party;

(k) Legal Opinions . The legal opinion of Blank Rome with respect to the Credit Parties and opinions of local counsel to the Issuers in the various states in which the Issuers operate;

(l) Compliance Certificate . A Compliance Certificate prepared as of the date of this Second Amendment with respect to the Measurement Period ended December 31, 2008;

(m) Other Fees and Expenses . Payment to the Noteholders, in immediately available funds, of all amounts necessary to reimburse the Noteholders for the reasonable fees and costs incurred by the Noteholders in connection with the preparation and execution of this Second Amendment and any other Finance Document, including, without limitation, all fees and costs incurred by the Noteholders’ attorneys;

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(n) Consent and Waivers . Copies of any consents or waivers necessary in order for the Credit Parties to comply with or perform any of their covenants, agreements or obligations contained in any agreement which are required as a result of any Credit Party’s execution of this Second Amendment, if any; and

(o) Other Documents and Actions . Such additional agreements, instruments, documents, writings and actions as the Noteholders may reasonably request.

14. No Waiver; Ratification . The execution, delivery and performance of this Second Amendment shall not (a) operate as a waiver of any right, power or remedy of the Noteholders under the Note Agreement, any Finance Document or any Second Amendment Document and the agreements and documents executed in connection therewith or (b) constitute a waiver of any provision thereof. Except as expressly modified hereby, all terms, conditions and provisions of the Note Agreement and the other Finance Documents shall remain in full force and effect and are hereby ratified and confirmed by the Credit Parties. Nothing contained herein constitutes an agreement or obligation by the Noteholders to grant any further amendments to any of the Finance Documents.

15. No Waiver of Existing Defaults . To induce the Noteholders to enter into this Second Amendment, the Credit Parties acknowledge, agree, warrant, and represent that nothing in this Second Amendment nor any communication between any Secured Party, any Credit Party or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of (i) any Default or Event of Default arising as a result of the representations and warranties set forth in Section 12 proving to be false or incorrect in any material respect, or (ii) any rights or remedies which any Secured Party has against any Credit Party under the Note Agreement or any other Finance Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the representations and warranties set forth in Section 12 proving to be false or incorrect in any material respect.

16. Waiver of Claims . The Credit Parties hereby waive any and all defenses, set offs and counterclaims which they, whether jointly or severally, may have or claim to have against each of the Secured Parties as of the date hereof.

17. Binding Effect . This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

18. Governing Law . This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law doctrine of the State of New York.

19. Headings . The headings of the sections of this Second Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Second Amendment.

20. Counterparts . This Second Amendment may be executed in any number of counterparts with the same effect as if all of the signatures on such counterparts appeared on

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one document and each counterpart shall be deemed an original. Delivery of an executed counterpart of a signature page of this Second Amendment by telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this Second Amendment.

21. Consent to Second Amendment to Credit Agreement . To the extent that consent of the Noteholders is required, the Noteholders hereby consent to the Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof by and among the Credit Parties, the Lenders, the Administrative Agent and the Collateral Agent.

22. Post-Closing Covenant . Not later than August 31, 2009, the Issuer StoneMor Illinois LLC shall resolve its delinquent property tax issues with respect to its real property in a manner reasonably satisfactory to the Collateral Agent.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have executed this Second Amendment to Amended and Restated Note Purchase Agreement as of the date first above written.

[Signature Page to Second Amendment to Amended and Restated Note Purchase Agreement]

Additional Credit Parties

Alleghany Memorial Park Subsidiary, Inc.

Altavista Memorial Park Subsidiary, Inc.

Arlington Development Company

Augusta