Third Amendment to Amended and Restated Credit Agreement


 Exhibit 10.4 
 THIRD AMENDMENT TO 
 AMENDED AND RESTATED
CREDIT AGREEMENT 
 This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment”),
dated July 6, 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 “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 (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”). 
 BACKGROUND 
 A. Pursuant to that certain Amended and Restated Credit
Agreement, dated August 15, 2007, by and among the parties hereto, as amended by a First Amendment, dated November 2, 2007 and a Second Amendment, dated April 30, 2009 (as amended, modified or otherwise supplemented from time to time,
the “Credit Agreement”), the existing Lenders agreed, inter alia, to extend to the Borrowers (i) a revolving credit facility in the maximum aggregate principal amount of Thirty-Five Million Dollars ($35,000,000), and
(ii) an acquisition facility in the maximum aggregate principal amount of One Hundred Seven Million Eight Hundred Fifty Thousand Dollars ($107,850,000). 
 B. The Operating Company desires to enter into an Amended and Restated Operating Agreement (the “Green Lawn Agreement”), on or around the date hereof, pursuant to which the Operating Company and
various of its Subsidiaries would agree to be the exclusive operator for a cemetery owned by Green Lawn Cemetery, an Ohio nonprofit corporation (“GLC”), and would pay GLC $2,800,000 for the operating rights (consisting of $1,400,000 in
cash at closing and $1,400,000 to be paid under a promissory note in favor of GLC (the “GLC Indebtedness”)), plus up to $50,000 for certain expenses, and undertake capital improvements during the first year totaling an amount not to exceed
$750,000. 
 C. The Borrowers have advised the Lenders that the Green Lawn Agreement would be an “Exclusive Management
Agreement” and the transaction evidenced thereby would be a “Permitted Acquisition” (as such terms are defined in the Credit Agreement). 
 D. Section 7.03(h)(v) of the Credit Agreement, restricts the ability of the Borrowers to enter into Permitted Acquisitions, without the consent of Required Lenders, if the Aggregate Consideration
paid by or on behalf of the Borrowers for any such Permitted Acquisition exceeds (a) $2,500,000, on an individual basis, or (b) $20,0000,000, when aggregated with the total Aggregate Consideration paid by or on behalf of the Borrowers for
all other Permitted Acquisitions which closed in the immediately preceding 365 days. 






 E. In addition, the Borrowers have requested the Lenders to amend Section 7.02(m) of
the Credit Agreement so that the GLC Indebtedness would, when incurred, be permitted thereunder. 
 F. Required Lenders have
agreed to consent to the Permitted Acquisition evidenced by the Green Lawn Agreement and amend Section 7.02(m) of the Credit Agreement, subject to the terms and conditions set forth herein. 
 Now, therefore, for value received, and in consideration of Loans made or to be made, and other credit accommodations given or to be given,
to the Borrowers by the Lenders from time to time, each Borrower and each other Credit Party hereby agrees 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) Additional Definition. The
following additional definition is hereby added to Section 1.01 of the Credit Agreement to read in its entirety as follows: 
 “Third Amendment” means the Third Amendment to Amended and Restated Credit Agreement dated July 6, 2009. 
 2. Amendment to Section 7.02(g). Section 7.02(g) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate lease payments and principal amounts of all such Indebtedness at any one time outstanding shall not exceed Six Million One Hundred Thousand
Dollars ($6,100,000);” 
 3. Amendment to Section 7.02(m). Section 7.02(m) of the Credit Agreement is
hereby amended and restated in its entirety as follows: 
 “(m) Other unsecured Indebtedness not otherwise permitted above,
in an aggregate principal amount outstanding not to exceed Two Million Four Hundred Thousand Dollars ($2,400,000) at any time.” 
 4. Consent. Subject to the terms of this Third Amendment, the Lenders hereby consent to the Permitted Acquisition evidenced by the Green Lawn Agreement, to the extent such acquisition would require their consent under
Section 7.03(h)(v) of the Credit Agreement. 
  

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 5. 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 Third Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder (this Third Amendment and any such additional
documents delivered in connection with the Third Amendment are herein referred to as the “Third 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 Third Amendment Documents have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Third Amendment and the other Third 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 Third 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. Immediately prior to and after giving effect to this Third Amendment, no Default or Event of Default has occurred
and is continuing; and 
  

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 (e) No Material Adverse Effect. No Material Adverse Effect has occurred since
December 31, 2008. 
 6. Conditions to Effectiveness of Amendment. This Third 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) Third Amendment. This Third Amendment, duly executed by the Credit Parties, the Administrative Agent, the Collateral Agent and the Lenders; 
 (b) Amendment to Note Purchase Agreement. The Borrowers shall deliver a duly executed parallel amendment to the Note Purchase Agreement; 
 (c) Other Fees and Expenses. Payment to the Administrative Agent, in immediately available funds, of all amounts necessary to
reimburse the Administrative Agent for the reasonable fees and costs incurred by the Administrative Agent in connection with the preparation and execution of this Third Amendment and any other Credit Document, including, without limitation, all fees
and costs incurred by the Administrative Agent’s attorneys; 
 (d) 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 Third Amendment, if
any; and 
 (e) Other Documents and Actions. A copy of the final form of the Green Lawn Agreement and the promissory
note evidencing the GLC Indebtedness, and any additional agreements, instruments, documents, writings and actions as the Administrative Agent may reasonably request. 
 7. No Waiver; Ratification. The execution, delivery and performance of this Third 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 Third 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. 
 8.
Acknowledgments. To induce the Administrative Agent and the Lenders to enter into this Third 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; (ii) the liens

  

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and security interests granted to the Collateral Agent, on behalf of the Secured Parties, 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 to Permitted Liens); 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 each of the Secured Parties as of the date hereof. 
 (b) No Waiver of Existing Defaults. No Default or
Event of Default exists immediately before or immediately after given effect to this Third Amendment. Nothing in this Third 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 foregoing representation 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 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. 
 9. Binding Effect. This Third Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 10. Governing Law.
This Third 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. 
 11. Headings. The headings of the sections of this Third Amendment are inserted for convenience only and shall not be deemed to
constitute a part of this Third Amendment. 
 12. Counterparts. This Third 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. Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy
or by electronic means shall be effective as delivery of a manually executed counterpart of this Third Amendment. 
 [Remainder of page intentionally left blank] 
  

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

			
	 General Partner:
  
 STONEMOR GP LLC

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	 Partnership:
  
 STONEMOR PARTNERS L.P.

	 By:
	 	STONEMOR GP LLC
		 	its General Partner
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President

	
	 Operation Company:
  
 STONEMOR OPERATING LLC

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	 Paul Waimberg

	Title:	 	 Vice President



 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement







 Additional Credit Parties 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park Subsidiary, Inc. 
 Arlington Development Company 
 Augusta Memorial Park Perpetual Care Company 
 Bethel Cemetery Association 
 Beth Israel Cemetery Association of Woodbridge, New Jersey 
 Birchlawn Burial Park Subsidiary, Inc. 
 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 
 Clover Leaf Park Cemetery Association 
 Columbia Memorial Park Subsidiary, Inc. 
 Cornerstone Family Insurance Services, Inc. 
 Cornerstone Family Services of New Jersey, Inc. 
 Cornerstone Family Services of West Virginia Subsidiary, Inc. 
 Covenant Acquisition Subsidiary, Inc. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 
 Glen Haven
Memorial Park Subsidiary, Inc. 
 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park Subsidiary, Inc. 
 Highland Memorial Park, Inc. 
 Hillside Memorial Park Association, Inc. 
 KIRIS
Subsidiary, Inc. 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel Hill Memorial Park Subsidiary, Inc.

 Laurelwood Holding Company 
 Legacy
Estates, Inc. 
 Locustwood Cemetery Association 
 Loewen [Virginia] Subsidiary, Inc. 
 Lorraine Park Cemetery Subsidiary, Inc. 
 Modern Park Development Subsidiary, Inc. 
 Northlawn
Memorial Gardens 
 Oak Hill Cemetery Subsidiary, Inc. 
 Ohio Cemetery Holdings, Inc. 
 Osiris Holding Finance Company 
 Osiris Holding of Maryland Subsidiary, Inc. 
 Osiris
Holding of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 
 Osiris Telemarketing Corp. 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement 







 Perpetual Gardens.Com, Inc. 
 PVD Acquisitions Subsidiary, Inc. 
 Rockbridge Memorial Gardens Subsidiary Company 
 Rose Lawn Cemeteries Subsidiary, Incorporated 
 Roselawn Development Subsidiary Corporation 
 Russell Memorial Cemetery Subsidiary, Inc. 
 Shenandoah Memorial Park Subsidiary, Inc. 
 Sierra
View Memorial Park 
 Southern Memorial Sales Subsidiary, Inc. 
 Springhill Memory Gardens Subsidiary, Inc. 
 Star City Memorial Sales Subsidiary, Inc. 

Stephen R. Haky Funeral Home, Inc. 
 Stitham
Subsidiary, Incorporated 
 StoneMor Alabama Subsidiary, Inc. 
 StoneMor California, Inc. 
 StoneMor California Subsidiary, Inc. 
 StoneMor Georgia Subsidiary, Inc. 
 StoneMor Hawaii
Subsidiary, Inc. 
 StoneMor North Carolina Funeral Services, Inc. 
 StoneMor Ohio Subsidiary, Inc. 
 StoneMor Tennessee Subsidiary, Inc. 
 StoneMor Washington, Inc. 
 Sunset Memorial Gardens
Subsidiary, Inc. 
 Sunset Memorial Park Subsidiary, Inc. 
 Temple Hill Subsidiary Corporation 
 The Valhalla Cemetery Subsidiary Corporation 
 Virginia Memorial Service Subsidiary Corporation 
 W
N C Subsidiary, Inc. 
 Wicomico Memorial Parks Subsidiary, Inc. 
 Willowbrook Management Corp. 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement 







 Alleghany Memorial Park LLC 
 Altavista Memorial Park LLC 
 Bedford County Memorial Park LLC 
 Birchlawn Burial Park LLC 
 Blue Ridge Memorial
Gardens LLC 
 Cemetery Investments LLC 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC 
 CMS West LLC 
 CMS West Subsidiary LLC 

Columbia Memorial Park LLC 
 Cornerstone Family
Services of West Virginia LLC 
 Cornerstone Funeral and Cremation Services LLC 
 Covenant Acquisition LLC 
 Glen Haven Memorial Park LLC 
 Green Lawn Memorial Park LLC 
 Henlopen Memorial
Park LLC 
 Henry Memorial Park LLC 
 J.V. Walker LLC 
 Juniata Memorial Park LLC 
 KIRIS LLC 
 Lakewood/Hamilton Cemetery LLC 
 Lakewood Memory Gardens South LLC 
 Laurel Hill
Memorial Park LLC 
 Loewen [Virginia] LLC 
 Lorraine Park Cemetery LLC 
 Melrose Land LLC 
 Modern Park Development LLC 
 Mount Lebanon Cemetery LLC 
 Oak Hill Cemetery LLC 
 Osiris Holding of Maryland
LLC 
 Osiris Holding of Pennsylvania LLC 
 Osiris Holding of Rhode Island LLC 
 Prospect Hill Cemetery LLC 
 PVD Acquisitions LLC 
 Riverside Cemetery LLC 
 Riverview Memorial Gardens LLC 
 Rockbridge Memorial
Gardens LLC 
 Rolling Green Memorial Park LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement 







 Rose Lawn Cemeteries LLC 
 Roselawn Development LLC 
 Russell Memorial Cemetery LLC 
 Shenandoah Memorial Park LLC 
 Southern Memorial
Sales LLC 
 Springhill Memory Gardens LLC 
 Star City Memorial Sales LLC 
 Stitham LLC 
 StoneMor Alabama LLC 
 StoneMor Arkansas Subsidiary LLC 
 StoneMor Cemetery Products LLC 
 StoneMor Colorado
LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor Florida Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Hawaii LLC 
 StoneMor Hawaiian Joint Venture Group LLC 
 StoneMor Holding of Pennsylvania LLC 
 StoneMor
Illinois LLC 
 StoneMor Illinois Subsidiary LLC 
 StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 
 StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC

 StoneMor Kansas LLC 
 StoneMor Kansas
Subsidiary LLC 
 StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 
 StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 
 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North
Carolina LLC 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio LLC 
 StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement 







 StoneMor Pennsylvania LLC 
 StoneMor Pennsylvania Subsidiary LLC 
 StoneMor Puerto Rico LLC 
 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South
Carolina LLC 
 StoneMor South Carolina Subsidiary LLC 
 StoneMor Washington Subsidiary LLC 
 Sunset Memorial Gardens LLC 
 Sunset Memorial Park LLC 
 Temple Hill LLC

 The Prospect Cemetery LLC 
 The
Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens LLC 
 Tri-County Memorial Gardens LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 

Westminster Cemetery LLC 
 Wicomico Memorial
Parks LLC 
 Woodlawn Memorial Gardens LLC 
 Woodland Memorial Park Subsidiary LLC 
  

			
	By:	 	 /s/ Paul Waimberg

		 	Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties

 Borrowers’ Signature Page to Third Amendment to Amended and Restated Credit Agreement 








			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 /s/ Anne Zeschke

	Name:	 	Anne Zeschke
	Title:	 	Vice President


 Administrative Agent’s Signature Page to Third Amendment to Amended and Restated Credit
Agreement 







			
	 BANK OF AMERICA, N.A., as a Lender
 L/C Issuer and Swing Line Lender

		
	By:	 	 /s/ Kenneth G. Wood

	Name:	 	Kenneth G. Wood
	Title:	 	Senior Vice President


 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	SOVEREIGN BANK
		
	By:	 	 /s/ Daniel R. Vereb

	Name:	 	Daniel R. Vereb
	Title:	 	Vice President


 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	TD BANK, N.A.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Allison Sardo

	Name:	 	Allison Sardo
	Title:	 	Vice President


 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	HARLEYSVILLE NATIONAL BANK
	AND TRUST COMPANY
		
	By:	 	 /s/ Henry G. Kush, Jr.

	Name:	 	Henry G. Kush, Jr.
	Title:	 	VP


 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	SUN NATIONAL BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	TRISTATE CAPITAL BANK
		
	By:	 	 /s/ Kent Nelson

	Name:	 	 Kent Nelson

	Title:	 	 TriState Capital Bank



 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	SUSQUEHANNA BANK
		
	By:	 	 /s/ James M. Higgins

	Name:	 	 James M. Higgins

	Title:	 	 Senior Vice President



 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement








			
	BENEFICIAL MUTUAL SAVINGS BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Lender’s Signature Page to Third Amendment to Amended and Restated Credit Agreement