EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

JOINDER TO AMENDED AND RESTATED CREDIT
AGREEMENT AND CREDIT DOCUMENTS 
 This JOINDER TO AMENDED AND RESTATED
CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Joinder”), is dated this 10th day of June, 2014, by and among Kirk & Nice, Inc., a Pennsylvania corporation and Kirk & Nice Suburban Chapel, Inc., a Pennsylvania corporation
(each, a “New Borrower” and together, the “New Borrowers”), and the other Credit Parties (as defined below), in favor of the Lenders (as defined below) and Bank of America, N.A., 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 Secured Parties
(in such capacity, the “Collateral Agent”), as Swing Line Lender and as L/C Issuer. 
 BACKGROUND 

A. Pursuant to that certain Third Amended and Restated Credit Agreement, entered into on January 19, 2012, as amended, 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 thereto (together with the Operating Company, the “Existing Borrowers” and collectively with the New Borrowers,
the “Borrowers” and together with the General Partner and the Partnership, collectively the “Credit Parties”), the lenders party thereto (the “Lenders”), the Administrative Agent, Raymond James
Bank, FSB, as Syndication Agent, and Capital One, National Association, as Documentation Agent (as so amended, and as amended, restated, modified or otherwise supplemented from time to time, the “Credit Agreement”), the Lenders
agreed, inter alia, to extend to the Borrowers a single revolving credit facility in the maximum aggregate principal amount of One Hundred Thirty Million Dollars ($140,000,000). 

B. Pursuant to the Credit Agreement and the Credit Documents, the Existing Borrowers have granted to the Collateral Agent, for the benefit of
the Secured Parties, a lien on and security interest in substantially all of their property and assets to secure all Secured Obligations (as defined in each Security Document). 

C. Contemporaneously herewith, certain of the Existing Borrowers have entered into (a) an Asset Sale Agreement dated as of April 2,
2014 for a purchase price not to exceed $53,055,000 (subject to certain adjustments set forth therein) together with assumption of certain liabilities set forth therein, and (b) an Asset Sale Agreement dated as of April 2, 2014 for a
purchase price not to exceed $745,000 (subject to certain adjustments set forth therein), together with assumption of certain liabilities set forth therein (together, the “Acquisition Agreements”), to acquire certain cemeteries,
funeral homes (including acquisition of the New Borrowers), crematory businesses and various related assets in Florida, North Carolina, Virginia and Pennsylvania (the “Acquired Assets”). 

D. The New Borrowers will benefit, directly and indirectly, from credit and other financial accommodations extended by the Lenders to the
Borrowers. 







 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, the New Borrowers and each other Credit Party hereby agree as follows: 

1. 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. 
 2. Each Borrower represents and warrants that the purchase of the Acquired Assets pursuant to the Acquisition
Agreements, including, without limitation, the making of any Loans relating thereto, conforms, or will conform at the time of the related acquisition, in all respects with all the requirements of the Credit Agreement (other than any requirements
waived in writing by Required Lenders). 
 3. Each New Borrower acknowledges and agrees that it hereby agrees to join as a
“Borrower” under the Credit Agreement, and to join, in the same capacity as the Existing Borrowers, in the Notes, the Security Agreement, the Pledge Agreement, and the other Security Documents and Credit Documents. 

4. This Joinder is effective upon the date of each New Borrower’s execution and delivery hereof to the Administrative Agent and upon such
execution and delivery, all references in: (a) the Credit Agreement and other Credit Documents to the terms “Borrower” or “Borrowers”; (b) the Pledge Agreement to the terms “Pledgor” or “Pledgors”;
and (c) the Security Agreement to the terms “Debtor” and “Debtors”, shall be deemed to include the New Borrowers. Without limiting the generality of the foregoing, (i) the New Borrowers hereby affirm all grants
(including the grant of a lien and security interest), covenants, agreements, representations, and warranties (except to the extent expressly relating to an earlier date) contained in the Credit Agreement, the Pledge Agreement, and the Security
Agreement, as amended hereby, each and all of which are and shall remain applicable to the Collateral from time to time owned by the New Borrowers or in which the New Borrowers from time to time have any rights and (ii) in order to secure
payment of the Secured Obligations, whether now existing or hereafter arising, the New Borrowers do hereby grant to Collateral Agent, for the benefit of the Secured Parties, and hereby agree that Collateral Agent has and shall continue to have, for
the benefit of the Secured Parties, a Lien on, among other things, substantially all of the New Borrower’s property and assets (except for the New Borrower’s lands in licensed cemeteries for which the applicable Governmental Authority has
not given approval for the granting of a Lien thereon pursuant to applicable law), constituting Collateral of the New Borrowers, and each and all granting clauses in the Credit Documents are incorporated herein by reference with the same force and
effect as if set forth herein in their entirety except that all references in such clauses to the Borrowers, the Pledgors, the Debtors or any of them shall be deemed to include references to the New Borrowers. Nothing contained herein shall in any
manner impair the priority of the liens and security interests heretofore granted in favor of Collateral Agent under the Security Agreement, the Pledge Agreement or any other Credit Document. 

5. The information set forth on Schedule A hereto, shall be added to various Annexes to the Pledge Agreement and the Security Agreement
described thereon, and such Annexes are amended hereby and thereby. 

  
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 6. In connection with the execution and delivery of this Joinder, the Existing Borrowers and the
New Borrowers have delivered or will deliver to the Administrative Agent or the Collateral Agent, as appropriate, such deliveries as are required by the Credit Agreement, including, without limitation: (a) certificates representing the Equity
Interest in the New Borrowers, together with assignments in blank (or such other similar deliveries as may be appropriate in the reasonable discretion of the Administrative Agent); (b) allonges joining the New Borrowers to each Note; (c) a
master secretary’s certificate attaching the organizational documents and authorizing resolutions for the New Borrowers and any other applicable Credit Party; (d) mortgages, deeds of trust and other real estate related documentation; and
(e) legal opinions with respect to the above deliveries. 
 7. The New Borrowers represent and warrant that upon each becoming a
Borrower, the New Borrowers are in compliance in all material respects, with all representations and warranties, are and shall be bound by and agrees to comply with the covenants contained in the Credit Agreement and other Credit Documents and are
not in default in the performance or observation of any covenant or condition under the Credit Agreement or any Credit Document. 
 8. The
New Borrowers hereby acknowledge and agree that the Secured Obligations are secured by all of their respective assets constituting Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement, the
Pledge Agreement and the other Credit Documents to the same extent and with the same force and effect as if the New Borrower had originally been one of the Borrowers under the Credit Agreement and had originally executed the same as such a Borrower.

 9. Except as specifically modified hereby, all of the terms and conditions of the Credit Agreement and other Credit Documents shall
remain unchanged and in full force and effect. 
 10. The New Borrowers agree to execute and deliver such further instruments and documents
and do such further acts and things as the Administrative Agent, or the Collateral Agent, may reasonably deem necessary or proper to carry out more effectively the purposes of this Joinder and the Credit Documents. 

11. No reference to this Joinder need be made in the Credit Agreement or in any other Credit Document, and any reference to any Credit
Document in any Credit Document shall be deemed a reference to the Credit Documents as modified hereby, and to include this Joinder, allonges and all other documents executed and delivered in connection herewith. 

12. This Joinder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

13. This Joinder 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. 
 14. This Joinder may be executed by facsimile or scanned e-mail attachment
and 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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 15. The New Borrowers hereby waive acceptance of this Joinder by any and all of the Secured
Parties. 
 [Remainder of page intentionally left blank] 

  
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 This Joinder to Amended and Restated Credit Agreement and Credit Documents is hereby delivered,
acknowledged and agreed to as of the date first above written. 
  

			
	New Borrowers
	
	Kirk & Nice, Inc., a Pennsylvania corporation
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	Vice President
	
	Kirk & Nice Suburban Chapel, Inc., a Pennsylvania corporation
		
	By:	 	 /s/ Frank Milles

	Name:	 	Frank Milles
	Title:	 	Vice President


  
 Joinder 

New Borrower Signature Page 

S-1 









					
	Credit Parties
		
		 	STONEMOR GP LLC
		
	By:	 	 /s/ Timothy K. Yost

		 	Name:	 	Timothy K. Yost
		 	Title:	 	Chief Financial Officer
		
		 	STONEMOR PARTNERS L.P.
		 	By:	 	STONEMOR GP LLC
		 		 	its General Partner
		
	By:	 	 /s/ Timothy K. Yost

		 	Name:	 	Timothy K. Yost
		 	Title:	 	Chief Financial Officer
		
		 	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Timothy K. Yost

		 	Name:	 	Timothy K. Yost
		 	Title:	 	Chief Financial Officer


  
 Joinder 

Credit Parties Signature Page 

S-2 








 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. 
 Bronswood Cemetery, Inc.

 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments
Subsidiary, Inc. 
 Chapel Hill Associates, Inc. 
 Chapel Hill
Funeral Home, 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. 
 Covington Memorial Funeral
Home, Inc. 
 Covington Memorial Gardens, Inc. 
 Crown Hill
Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc. 

Forest Lawn Gardens, Inc.Forest Lawn Memorial Chapel, Inc. 

Forest Lawn Memory Gardens, Inc. 
 Glen Haven Memorial Park
Subsidiary, Inc. 
 Henry Memorial Park Subsidiary, Inc. 

Highland Memorial Park, Inc. 
 Hillside Memorial Park Association,
Inc. 
 Kingwood Memorial Park Association 
 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. 
  

			
	By:	 	 /s/ Frank Milles


 Frank Milles, as Vice President for each of the above-named Credit Parties, except as President of Bethel Cemetery Association


  
 Joinder 

Additional Credit Parties Signature Page 

S-3 








 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. 

Perpetual Gardens.Com, Inc. 
 Prince George Cemetery Corporation

 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 Puerto Rico Cemetery and
Funeral, 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/ Frank Milles


 Frank Milles, as Vice President for each of the above-named Credit Parties 

  
 Joinder 

Additional Credit Parties Signature Page 

S-4 








 Alleghany Memorial Park LLC 

Altavista Memorial Park LLC 
 Birchlawn Burial Park LLC 

Cemetery Investments LLC 
 Cemetery Management Services, L.L.C.

 Cemetery Management Services of Ohio, L.L.C. 
 CMS West LLC

 CMS West Subsidiary LLC 
 Columbia Memorial Park LLC 

Cornerstone Family Services of West Virginia LLC 
 Cornerstone
Funeral and Cremation Services LLC 
 Cornerstone Trust Management Services LLC 

Covenant Acquisition LLC 
 Glen Haven Memorial Park LLC 

Henlopen Memorial Park LLC 
 Henlopen Memorial Park Subsidiary LLC

 Henry Memorial Park 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 

Modern Park Development LLC 
 Oak Hill Cemetery LLC 

Osiris Holding of Maryland LLC 
 Osiris Holding of Pennsylvania
LLC 
 Osiris Holding of Rhode Island LLC 
 Plymouth Warehouse
Facilities LLC 
 PVD Acquisitions LLC 
 Rockbridge Memorial
Gardens LLC 
 Rolling Green Memorial Park LLC 
 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 
  

			
	By: 	 	 /s/ Frank Milles


 Frank Milles, as Vice President for each of the above-named Credit Parties 

  
 Joinder 

Additional Credit Parties Signature Page 

S-5 








 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 Mississippi LLC 

StoneMor Mississippi Subsidiary LLC 
 StoneMor Missouri LLC 

StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC

 StoneMor North Carolina Subsidiary LLC 
 StoneMor Ohio LLC

 StoneMor Oklahoma LLC 
 StoneMor Oklahoma Subsidiary LLC 

StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary LLC 

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 
  

			
	By: 	 	 /s/ Frank Milles


 Frank Milles, as Vice President for each of the above-named Credit Parties 

  
 Joinder 

Additional Credit Parties Signature Page 

S-6 








 Sunset Memorial Gardens LLC 

Sunset Memorial Park LLC 
 Temple Hill LLC 

The Valhalla Cemetery Company LLC 
 Tioga County Memorial Gardens
LLC 
 Virginia Memorial Service LLC 
 WNCI LLC 

Wicomico Memorial Parks LLC 
 Woodlawn Memorial Park Subsidiary
LLC 
  

			
	By: 	 	 /s/ Frank Milles


 Frank Milles, as Vice President for each of the above-named Credit Parties 

  
 Joinder 

Additional Credit Parties Signature Page 

S-7 









			
	ACKNOWLEDGED BY:
	
	BANK OF AMERICA, N.A., as Collateral Agent
		
	By:	 	 /s/ Christine Trotter

	Name:	 	Christine Trotter
	Title:	 	Assistant Vice President