FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated July 31, 2007, 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 page 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 (the “Lenders”), and Bank of America, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), as Collateral Agent for the benefit of the Lenders and other Secured Creditors, as Swingline Lender and as Letter of Credit Issuer.

BACKGROUND

A. Pursuant to that certain Credit Agreement entered into on September 20, 2004, by and among the parties hereto, as amended by a First Amendment dated November 12, 2004, a Second Amendment dated September 28, 2006, a Third Amendment dated May 7, 2007 and a Fourth Amendment dated June 29, 2007 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), the Lenders agreed, inter alia, to extend to the Borrowers (i) a revolving credit facility in the maximum aggregate principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000), and (ii) an acquisition line in the maximum aggregate principal amount of Twenty Two Million Five Hundred Thousand Dollars ($22,500,000).

B. Borrowers have requested that the Lenders extend the existing period of the temporary increase of the revolving credit facility and the corresponding temporary decrease of the acquisition line.

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 Credit Agreement.

(b) Amended Definition. The following definition in Section 1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“Adjustment Period” means the period from the date of the Third Amendment, through the earlier of (a) August 15, 2007, and (b) any date on which the Agreement is amended and restated.

2. Representations and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party:

(a) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Credit Agreement and the other Credit 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;

(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 Fifth Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this Fifth Amendment and any such additional documents delivered in connection with the Fifth Amendment are herein referred to as the “Fifth 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 Fifth Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Fifth Amendment and the other Fifth 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 affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

(c) No Violation. The making and performance of the Fifth Amendment Documents will not (i) contravene, conflict with or result in a breach or default under any material applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) taking into account such consents as have been obtained in connection with this Fifth Amendment, 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 material 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, any Credit Party;

(d) No Default. No Default or Event of Default has occurred and is continuing, or will exist immediately after giving effect to this Fifth Amendment; and

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(e) No Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2005.

3. Conditions to Effectiveness of Amendment. This Fifth Amendment shall be effective upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent:

(a) Fifth Amendment. This Fifth Amendment, duly executed by the Credit Parties, the Administrative Agent, the Collateral Agent and the Lenders and consented to by the Purchasers;

(b) Other Fees and Expenses. Payment to the Administrative Agent and the Lenders, in immediately available funds, of all amounts necessary to reimburse the Administrative Agent and the Lenders for the reasonable out-of-pocket fees and costs incurred by the Administrative Agent, including, without limitation, all such fees and costs incurred by the Administrative Agent’s attorneys, in connection with the preparation and execution of this Fifth Amendment and any other Credit Document;

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

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

4. No Waiver; Ratification. The execution, delivery and performance of this Fifth Amendment shall not (a) operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, any Credit Document or any Fifth 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 Credit Agreement and the other Credit 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 Administrative Agent or the Lenders to grant any further amendments to any of the Credit Documents.

5. Acknowledgments. To induce the Administrative Agent and the Lenders to enter into this Fifth Amendment, the Credit Parties acknowledge, agree, warrant, and represent that:

(a) Acknowledgment of Obligations; Collateral; Waiver of Claims. (i) The Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, the Credit Parties, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; (ii) the liens and security interests granted to the Administrative Agent, on behalf

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of the Lenders, by the Credit Parties pursuant to the Credit Documents are valid, legal and binding, properly recorded or filed and first priority perfected liens and security interests subject only to Permitted Encumbrances, and such liens and security interests will continue to secure all Loans and other Obligations, including those made under the Commitments adjusted by this Fifth Amendment; and (iii) 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 the Administrative Agent and the Lenders as of the date hereof.

(b) No Waiver of Existing Defaults. Nothing in this Fifth Amendment nor any communication between the Administrative Agent, any Lender, 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 foregoing representation proving to be false or incorrect in any material respect; or (ii) any rights or remedies which the Administrative Agent or the Lenders have against any Credit Party under the Credit Agreement or any other Credit Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect.

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

7. Governing Law. This Fifth Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania.

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

9. Counterparts. This Fifth Amendment may be executed in any number of counterparts with the same affect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original.

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IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have executed this Fifth Amendment to Credit Agreement as of the date first above written.

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