JOINDER TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT ANDFINANCE DOCUMENTS

EXHIBIT 10.2

JOINDER TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND FINANCE DOCUMENTS

This JOINDER TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND FINANCE DOCUMENTS (this “Joinder”), is dated this 21^st day of December, 2007, by and among StoneMor Arkansas Subsidiary LLC, an Arkansas limited liability company, StoneMor California, Inc., a California corporation, StoneMor California Subsidiary, Inc., a California corporation, StoneMor Florida Subsidiary LLC, a Florida limited liability company, StoneMor Hawaii LLC, a Hawaii limited liability company, StoneMor Hawaii Subsidiary LLC, a Hawaii limited liability company, StoneMor Iowa LLC, an Iowa limited liability company, StoneMor Iowa Subsidiary LLC, an Iowa limited liability company, StoneMor Puerto Rico LLC, a Puerto Rico limited liability company, StoneMor Puerto Rico Subsidiary LLC, a Puerto Rico limited liability company, StoneMor South Carolina LLC, a South Carolina limited liability company, StoneMor South Carolina Subsidiary LLC, a South Carolina limited liability company and StoneMor Tennessee Subsidiary, Inc., a Tennessee corporation, Alderwoods (Ohio) Cemetery Holdings, Inc., an Ohio nonprofit corporation, Highland Memorial Park, Inc., an Ohio nonprofit corporation, Hillside Memorial Park Association, Inc., an Ohio nonprofit corporation, Northlawn Memorial Gardens, an Ohio nonprofit corporation and Sierra View Memorial Park, a California non-profit corporation (each a “New Issuer”, and collectively, the “New Issuers”), the other Issuers (as defined below), and the Purchasers (as defined below).

BACKGROUND

A. Pursuant to that certain Amended and Restated Note Purchase Agreement entered into on August 15, 2007, 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 thereto (together with the Company, the “Existing Issuers” and collectively with the New Issuers, the “Issuers” and together with the General Partner and the Parent, collectively the “Credit Parties”), and the purchasers of notes issued thereunder (the “Purchasers”) (as so amended, and as amended, modified or otherwise supplemented from time to time, the “Note Purchase Agreement”), the Purchasers agreed, inter alia, to purchase $35,000,000 of the Existing Issuers’ 9.34% Series B Senior Secured Notes due 2012 and to provide additional credit facilities on a secured basis.

B. Pursuant to the Note Purchase Agreement and the Finance Documents, the Existing Issuers have granted to the Collateral Agent, for the benefit of the Purchasers and other Secured Creditors, a lien on and security interest in substantially all of their property and assets to secure all Secured Obligations.

C. The Company and certain of its subsidiaries (collectively, the “Buyers”) entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”), dated December 4, 2007, with SCI Funeral Services, Inc., an Iowa corporation, and certain of its subsidiaries

(collectively, the “Sellers”), pursuant to which, as of the closing thereunder the Buyers will purchase certain cemeteries, funeral homes and other assets of the Sellers (the “Acquired Assets”) for an aggregate consideration of Sixty-Eight Million Dollars ($68,000,000), subject to adjustment, as described and set forth in the Purchase Agreement.

D. Each New Issuer will benefit, directly and indirectly, from credit and other financial accommodations extended by the Purchasers to the Issuers.

Now, therefore, for value received, and in consideration of the purchase of the Series B Notes, and other credit accommodations given or to be given to the Issuers by the Purchasers from time to time, each New Issuer and each other Credit Party hereby agrees 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 Note Purchase Agreement or the Intercreditor Agreement (as defined in the Note Purchase Agreement), as applicable.

2. Each Issuer represents and warrants that the purchase of the Acquired Assets pursuant to the Purchase Agreement conforms, or will conform at the time of the related acquisition, in all respects with all the requirements of the Note Purchase Agreement.

3. Each New Issuer acknowledges and agrees that it hereby agrees to join as an “Issuer” under the Note Purchase Agreement, and to join, in the same capacity as the Existing Issuers, in the Series A Notes and the Series B Notes, the Intercreditor Agreement, the Security Agreement, the Pledge Agreement, and the other Security Documents and Finance Documents.

4. This Joinder is effective upon the date of the New Issuers’ execution and delivery hereof to the Purchasers and upon such execution and delivery, all references in: (a) the Note Purchase Agreement and other Finance Documents to the terms “Issuer” or “Issuers”; (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 Issuers. Without limiting the generality of the foregoing, each New Issuer hereby affirms 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 Note Purchase 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 Issuers or in which any New Issuer from time to time has any rights. Without limiting the foregoing, the New Issuers acknowledge that they have granted to Collateral Agent, for the benefit of the Secured Creditors, a Lien on, among other things, substantially all of the New Issuers’ property and assets, constituting Collateral of the New Issuers. Nothing contained herein, or in the Joinder to Amended and Restated Credit Agreement and Credit Documents, dated as the date hereof (the “Credit Agreement Joinder”), 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, and such Annexes shall be amended thereby, as provided in the Credit Agreement Joinder.

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6. In connection with the execution and delivery of this Joinder and the Credit Agreement Joinder, the Existing Issuers and the New Issuers have delivered to the Noteholders or the Collateral Agent, as appropriate, such deliveries as are required by the Note Purchase Agreement, including, without limitation: (a) certificates representing the Equity Interest in each New Issuer, together with assignments in blank (or such other similar deliveries as may be appropriate in the reasonable discretion of the Required Holders); (b) allonges joining each New Issuer to each Series A Note and each Series B Note; (c) a master secretary’s certificate attaching the organizational documents and authorizing resolutions for each New Issuer and any other applicable Credit Party; (d) mortgages, deeds of trust and other real estate related documentation; (e) the complete executed Purchase Agreement, certified by the Company; and (f) legal opinions with respect to the above deliveries.

7. Each New Issuer represents and warrants that upon becoming an Issuer, such New Issuer, as applicable, is in compliance in all material respects, with all representations and warranties, and is and shall be bound by and agrees to comply with the covenants, contained in the Note Purchase Agreement and other Finance Documents, and is not in default in the performance or observation of any covenant or condition under the Note Purchase Agreement or any Finance Document.

8. Each New Issuer hereby acknowledges and agrees that the Secured Obligations are secured by all of its assets constituting Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement and the Pledge Agreement to the same extent and with the same force and effect as if such New Issuer had originally been one of the Issuers under the Note Purchase Agreement and had originally executed the same as such an Issuer.

9. Except as specifically modified hereby, all of the terms and conditions of the Note Purchase Agreement and other Finance Documents shall remain unchanged and in full force and effect.

10. Each New Issuer agrees to execute and deliver such further instruments and documents and do such further acts and things as the Required Holders, or the Collateral Agent, may reasonably deem necessary or proper to carry out more effectively the purposes of this Joinder and the Finance Documents.

11. No reference to this Joinder need be made in the Note Purchase Agreement or in any other Finance Document, and any reference to any Finance Document in any Finance Document shall be deemed a reference to the Finance 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 State of New York without reference to the choice of law doctrine of the State of New York.

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14. This Joinder 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.

15. Each New Issuer hereby waives acceptance of this Joinder by any of the Secured Creditors.

16. The last sentence of Section 23.1 of the Note Purchase Agreement shall be applicable to all New Issuers that are Controlled Non-Profits and nothing contained in this Joinder is intended to modify the limitations set forth in such last sentence with respect to the liability of such New Issuers or the Obligations secured by the Collateral of such New Issuers.

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

New Issuers

StoneMor Arkansas Subsidiary LLC

StoneMor California, Inc.

StoneMor California Subsidiary, Inc.

StoneMor Florida Subsidiary LLC

StoneMor Hawaii LLC

StoneMor Hawaii Subsidiary LLC

StoneMor Iowa LLC

StoneMor Iowa Subsidiary LLC

StoneMor Puerto Rico LLC

StoneMor Puerto Rico Subsidiary LLC

StoneMor South Carolina LLC

StoneMor South Carolina Subsidiary LLC

StoneMor Tennessee Subsidiary, Inc.

Alderwoods (Ohio) Cemetery Holdings, Inc.

Highland Memorial Park, Inc.

Hillside Memorial Park Association, Inc.

Northlawn Memorial Gardens

Sierra View Memorial Park

Additional Credit Parties

Alleghany Memorial Park LLC

Alleghany Memorial Park Subsidiary, Inc.

Altavista Memorial Park LLC

Altavista Memorial Park Subsidiary, Inc.

Arlington Development Company

Augusta Memorial Park Perpetual Care Company

Bedford County Memorial Park LLC

Bedford County Memorial Park Subsidiary LLC

Bethel Cemetery Association

Beth Israel Cemetery Association of Woodbridge, New Jersey

Birchlawn Burial Park LLC

Birchlawn Burial Park Subsidiary, Inc.

Blue Ridge Memorial Gardens LLC

Blue Ridge Memorial Gardens Subsidiary LLC

Butler County Memorial Park LLC

Butler County Memorial Park Subsidiary, Inc.

Cedar Hill Funeral Home, Inc.

Cemetery Investments LLC

Cemetery Investments Subsidiary, Inc.

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

Chartiers Cemetery Subsidiary LLC

Clover Leaf Park Cemetery Association

CMS West LLC

CMS West Subsidiary LLC

Columbia Memorial Park LLC

Columbia Memorial Park Subsidiary, Inc.

The Coraopolis Cemetery LLC

The Coraopolis Cemetery Subsidiary LLC

Cornerstone Family Insurance Services, Inc.

Cornerstone Family Services of New Jersey, Inc.

Cornerstone Family Services of West Virginia LLC

Cornerstone Family Services of West Virginia Subsidiary, Inc.

Cornerstone Funeral and Cremation Services LLC

Covenant Acquisition LLC

Covenant Acquisition Subsidiary, Inc.

Crown Hill Cemetery Association

Eloise B. Kyper Funeral Home, Inc.

Glen Haven Memorial Park LLC

Glen Haven Memorial Park Subsidiary, Inc.

Green Lawn Memorial Park LLC

Green Lawn Memorial Park Subsidiary LLC

Henlopen Memorial Park LLC

Henlopen Memorial Park Subsidiary, Inc.

Henry Memorial Park LLC

Henry Memorial Park Subsidiary, Inc.

J.V. Walker LLC

J.V. Walker Subsidiary LLC

Juniata Memorial Park LLC

Juniata Memorial Park Subsidiary LLC

KIRIS LLC

KIRIS Subsidiary, Inc.

Lakewood/Hamilton Cemetery LLC

Lakewood/Hamilton Cemetery Subsidiary, Inc.

Lakewood Memory Gardens South LLC

Lakewood Memory Gardens South Subsidiary, Inc.

Laurel Hill Memorial Park LLC

Laurel Hill Memorial Park Subsidiary, Inc.

Laurelwood Cemetery LLC

Laurelwood Cemetery Subsidiary LLC

Laurelwood Holding Company

Legacy Estates, Inc.

Locustwood Cemetery Association

Loewen [Virginia] LLC

Loewen [Virginia] Subsidiary, Inc.

Lorraine Park Cemetery LLC

Lorraine Park Cemetery Subsidiary, Inc.

Melrose Land LLC

Melrose Land Subsidiary LLC

Modern Park Development LLC

Modern Park Development Subsidiary, Inc.

Morris Cemetery Perpetual Care Company

Mount Lebanon Cemetery LLC

Mount Lebanon Cemetery Subsidiary LLC

Mt. Airy Cemetery LLC

Mt. Airy Cemetery Subsidiary LLC

Oak Hill Cemetery LLC

Oak Hill Cemetery Subsidiary, Inc.

Osiris Holding Finance Company

Osiris Holding of Maryland LLC

Osiris Holding of Maryland Subsidiary, Inc.

Osiris Holding of Pennsylvania LLC

Osiris Holding of Pennsylvania Subsidiary LLC

Osiris Holding of Rhode Island LLC

Osiris Holding of Rhode Island Subsidiary, Inc.

Osiris Management, Inc.

Osiris Telemarketing Corp.

Perpetual Gardens.Com, Inc.

The Prospect Cemetery LLC

The Prospect Cemetery Subsidiary LLC

Prospect Hill Cemetery LLC

Prospect Hill Cemetery Subsidiary LLC

PVD Acquisitions LLC

PVD Acquisitions Subsidiary, Inc.

Riverside Cemetery LLC

Riverside Cemetery Subsidiary LLC

Riverview Memorial Gardens LLC

Riverview Memorial Gardens Subsidiary LLC

Rockbridge Memorial Gardens LLC

Rockbridge Memorial Gardens Subsidiary Company

Rolling Green Memorial Park LLC

Rolling Green Memorial Park Subsidiary LLC

Rose Lawn Cemeteries LLC

Rose Lawn Cemeteries Subsidiary, Incorporated

Roselawn Development LLC

Roselawn Development Subsidiary Corporation

Russell Memorial Cemetery LLC

Russell Memorial Cemetery Subsidiary, Inc.

Shenandoah Memorial Park LLC

Shenandoah Memorial Park Subsidiary, Inc.

Southern Memorial Sales LLC

Southern Memorial Sales Subsidiary, Inc.

Springhill Memory Gardens LLC

Springhill Memory Gardens Subsidiary, Inc.

Star City Memorial Sales LLC

Star City Memorial Sales Subsidiary, Inc.

Stephen R. Haky Funeral Home, Inc.

Stitham LLC

Stitham Subsidiary, Incorporated

StoneMor Alabama LLC

StoneMor Alabama Subsidiary, Inc.

StoneMor Colorado LLC

StoneMor Colorado Subsidiary LLC

StoneMor Georgia LLC

StoneMor Georgia Subsidiary, Inc.

StoneMor Illinois LLC

StoneMor Illinois Subsidiary LLC

StoneMor Indiana LLC

StoneMor Indiana 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 Funeral Services, Inc.

StoneMor North Carolina Subsidiary LLC

StoneMor Oregon LLC

StoneMor Oregon Subsidiary LLC

StoneMor Pennsylvania LLC

StoneMor Pennsylvania Subsidiary LLC

StoneMor Washington, Inc.

StoneMor Washington Subsidiary LLC

Sunset Memorial Gardens LLC

Sunset Memorial Gardens Subsidiary, Inc.

Sunset Memorial Park LLC

Sunset Memorial Park Subsidiary, Inc.

Temple Hill LLC

Temple Hill Subsidiary Corporation

Tioga County Memorial Gardens LLC

Tioga County Memorial Gardens Subsidiary LLC

Tri-County Memorial Gardens LLC

Tri-County Memorial Gardens Subsidiary LLC

Twin Hills Memorial Park and Mausoleum LLC

Twin Hills Memorial Park and Mausoleum Subsidiary LLC

The Valhalla Cemetery Company LLC

The Valhalla Cemetery Subsidiary Corporation

Virginia Memorial Service LLC

Virginia Memorial Service Subsidiary Corporation

WNCI LLC

W N C Subsidiary, Inc.

Westminster Cemetery LLC

Westminster Cemetery Subsidiary LLC

Wicomico Memorial Parks LLC

Wicomico Memorial Parks Subsidiary, Inc.

Willowbrook Management Corp.

Woodlawn Memorial Gardens LLC

Woodlawn Memorial Gardens Subsidiary LLC

Woodlawn Memorial Park LLC

Woodlawn Memorial Park Subsidiary LLC

SCHEDULE A

ADDITION TO ANNEX C TO SECURITY AGREEMENT

SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS

1

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ADDITION TO ANNEX A TO PLEDGE AGREEMENT

SCHEDULE OF LEGAL NAMES, TYPES OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS

3

ADDITION TO ANNEX B TO PLEDGE AGREEMENT

LIST OF STOCK INTERESTS

4

ADDITION TO ANNEX D TO PLEDGE AGREEMENT

LIST OF LIMITED LIABILITY INTERESTS

5