Indenture Dated as of November 24, 2009


 Exhibit 4.1 
 Execution Copy 
  
  
  
 STONEMOR OPERATING LLC, 
 CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC., 
 AND 
 OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC. 
 as Issuers, 
 STONEMOR PARTNERS L.P. 
 AND 
 CERTAIN OF ITS
SUBSIDIARIES NAMED HEREIN 
 as Guarantors, 
 and 
 WILMINGTON TRUST FSB 
 as Trustee 
  
  
 INDENTURE

 Dated as of November 24, 2009 
  

 
 10 1/4% Senior Notes due 2017

  
  
  






 CROSS-REFERENCE TABLE 
  

					
	 TIA
 Section
	 	  	  	 Indenture
 Section

	 310(a)(1)
	 		  	7.10
	 (a)(2)
	 		  	7.10
	 (a)(3)
	 		  	N.A.
	 (a)(4)
	 		  	N.A
	 (b)
	 		  	7.08; 7.10; 11.02
	 (b)(1)
	 		  	7.10
	 (b)(9)
	 		  	7.10
	 (c)
	 		  	N.A.
	 311(a)
	 		  	7.11
	 (b)
	 		  	7.11
	 (c)
	 		  	N.A.
	 312(a)
	 		  	2.05
	 (b)
	 		  	11.03
	 (c)
	 		  	11.03
	 313(a)
	 		  	7.06
	 (b)(1)
	 		  	7.06
	 (b)(2)
	 		  	7.06
	 (c)
	 		  	7.06; 11.02
	 (d)
	 		  	7.06
	 314(a)
	 		  	4.02; 4.08; 11.02
	 (b)
	 		  	N.A.
	 (c)(1)
	 		  	11.04; 11.05
	 (c)(2)
	 		  	11.04; 11.05
	 (c)(3)
	 		  	N.A.
	 (d)
	 		  	N.A.
	 (e)
	 		  	11.05
	 (f)
	 		  	N.A.
	 315(a)
	 		  	7.01; 7.02
	 (b)
	 		  	7.05; 11.02
	 (c)
	 		  	7.01
	 (d)
	 		  	6.05; 7.01; 7.02
	 (e)
	 		  	6.11
	 316(a) (last sentence)
	 		  	2.09
	 (a)(1)(A)
	 		  	6.05
	 (a)(1)(B)
	 		  	6.04
	 (a)(2)
	 		  	8.02
	 (b)
	 		  	6.07
	 (c)
	 		  	8.04
	 317(a)(1)
	 		  	6.08
	 (a)(2)
	 		  	6.09
	 (b)
	 		  	2.04
	 318(a)
	 		  	11.01

 N.A. means Not Applicable 
  
  
 NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture. 






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE 1
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 Section 1.01.
	  	Definitions	  	
	 Section 1.02.
	  	Incorporation by Reference of Trust Indenture Act	  	24
	 Section 1.03.
	  	Rules of Construction	  	25
	
	ARTICLE 2
	
	THE NOTES
			
	 Section 2.01.
	  	Form and Dating	  	25
	 Section 2.02.
	  	Execution and Authentication	  	26
	 Section 2.03.
	  	Registrar and Paying Agent	  	27
	 Section 2.04.
	  	Paying Agent To Hold Assets in Trust	  	28
	 Section 2.05.
	  	Noteholder Lists	  	28
	 Section 2.06.
	  	Transfer and Exchange	  	28
	 Section 2.07.
	  	Replacement Notes	  	29
	 Section 2.08.
	  	Outstanding Notes	  	29
	 Section 2.09.
	  	Treasury Notes	  	29
	 Section 2.10.
	  	Temporary Notes	  	30
	 Section 2.11.
	  	Cancellation	  	30
	 Section 2.12.
	  	Defaulted Interest	  	30
	 Section 2.13.
	  	Deposit of Moneys	  	30
	 Section 2.14.
	  	CUSIP Number	  	31
	 Section 2.15.
	  	Book-Entry Provisions for Global Notes	  	31
	 Section 2.16.
	  	Registration of Transfers and Exchanges	  	32
	 Section 2.17.
	  	Restrictive Legends	  	35
	
	ARTICLE 3
	
	REDEMPTION
			
	 Section 3.01.
	  	Notices to Trustee	  	37
	 Section 3.02.
	  	Selection of Notes To Be Redeemed	  	37
	 Section 3.03.
	  	Notice of Redemption	  	37
	 Section 3.04.
	  	Effect of Notice of Redemption	  	38
	 Section 3.05.
	  	Deposit of Redemption Price	  	38
	 Section 3.06.
	  	Notes Redeemed in Part	  	39
	
	ARTICLE 4
	
	COVENANTS
			
	 Section 4.01.
	  	Payment of Notes	  	39
	 Section 4.02.
	  	Reports to Holders	  	39

  

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	 	  	 	  	Page
	 Section 4.03.
	  	Waiver of Stay, Extension or Usury Laws	  	40
	 Section 4.04.
	  	Compliance Certificate; Notice of Default	  	40
	 Section 4.05.
	  	Payment of Taxes and Other Claims	  	40
	 Section 4.06.
	  	Corporate Existence	  	41
	 Section 4.07.
	  	Maintenance of Office or Agency	  	41
	 Section 4.08.
	  	Compliance with Laws	  	41
	 Section 4.09.
	  	Maintenance of Properties and Insurance	  	42
	 Section 4.10.
	  	Limitations on Additional Indebtedness	  	42
	 Section 4.11.
	  	Limitations on Restricted Payments	  	44
	 Section 4.12.
	  	Limitations on Asset Sales	  	47
	 Section 4.13.
	  	Limitations on Transactions with Affiliates	  	49
	 Section 4.14.
	  	Limitation on Liens	  	51
	 Section 4.15.
	  	Change of Control	  	51
	 Section 4.16.
	  	Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries	  	52
	 Section 4.17.
	  	[RESERVED]	  	54
	 Section 4.18.
	  	Conduct of Business	  	54
	 Section 4.19.
	  	Limitations on Designation of Unrestricted Subsidiaries	  	54
	 Section 4.20.
	  	Additional Note Guarantees	  	55
	
	ARTICLE 5
	
	SUCCESSOR CORPORATION
			
	 Section 5.01.
	  	Limitations on Mergers, Consolidations, Etc.	  	55
	 Section 5.02.
	  	Successor Person Substituted	  	57
	
	ARTICLE 6
	
	DEFAULTS AND REMEDIES
			
	 Section 6.01.
	  	Events of Default	  	58
	 Section 6.02.
	  	Acceleration	  	60
	 Section 6.03.
	  	Other Remedies	  	60
	 Section 6.04.
	  	Waiver of Past Defaults and Events of Default	  	61
	 Section 6.05.
	  	Control by Majority	  	61
	 Section 6.06.
	  	Limitation on Suits	  	61
	 Section 6.07.
	  	Rights of Holders To Receive Payment	  	62
	 Section 6.08.
	  	Collection Suit by Trustee	  	62
	 Section 6.09.
	  	Trustee May File Proofs of Claim	  	62
	 Section 6.10.
	  	Priorities	  	63
	 Section 6.11.
	  	Undertaking for Costs	  	63
	
	ARTICLE 7
	
	TRUSTEE
			
	 Section 7.01.
	  	Duties of Trustee	  	64
	 Section 7.02.
	  	Rights of Trustee	  	65

  

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	 	  	 	  	Page
	 Section 7.03.
	  	Individual Rights of Trustee	  	66
	 Section 7.04.
	  	Trustee’s Disclaimer	  	66
	 Section 7.05.
	  	Notice of Defaults	  	66
	 Section 7.06.
	  	Reports by Trustee to Holders	  	67
	 Section 7.07.
	  	Compensation and Indemnity	  	67
	 Section 7.08.
	  	Replacement of Trustee	  	68
	 Section 7.09.
	  	Successor Trustee by Consolidation, Merger or Conversion	  	69
	 Section 7.10.
	  	Eligibility; Disqualification	  	69
	 Section 7.11.
	  	Preferential Collection of Claims Against the Issuers	  	69
			
		  	ARTICLE 8	  	
			
		  	AMENDMENTS, SUPPLEMENTS AND WAIVERS	  	
			
	 Section 8.01.
	  	Without Consent of Holders	  	69
	 Section 8.02.
	  	With Consent of Holders	  	70
	 Section 8.03.
	  	Compliance with TIA	  	71
	 Section 8.04.
	  	Revocation and Effect of Consents	  	71
	 Section 8.05.
	  	Notation on or Exchange of Notes	  	71
	 Section 8.06.
	  	Trustee To Sign Amendments, etc.	  	71
			
		  	ARTICLE 9	  	
			
		  	DISCHARGE OF INDENTURE; DEFEASANCE	  	
			
	 Section 9.01.
	  	Satisfaction and Discharge of Indenture	  	72
	 Section 9.02.
	  	Legal Defeasance	  	72
	 Section 9.03.
	  	Covenant Defeasance	  	73
	 Section 9.04.
	  	Conditions to Legal Defeasance or Covenant Defeasance	  	73
	 Section 9.05.
	  	Application of Trust Money	  	75
	 Section 9.06.
	  	Repayment to the Issuers	  	75
	 Section 9.07.
	  	Reinstatement	  	75
			
		  	ARTICLE 10	  	
			
		  	GUARANTEES	  	
			
	 Section 10.01.
	  	Unconditional Guarantee	  	76
	 Section 10.02.
	  	Severability	  	77
	 Section 10.03.
	  	Limitation on Guarantor’s Liability	  	77
	 Section 10.04.
	  	Successors and Assigns	  	78
	 Section 10.05.
	  	No Waiver	  	78
	 Section 10.06.
	  	Release of Guarantor	  	78
	 Section 10.07.
	  	Execution of Supplemental Indenture for Future Guarantors	  	79
	 Section 10.08.
	  	Subordination of Subrogation and Other Rights	  	79

  

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	 	    	 	  	 Page

	
	ARTICLE 11
	
	MISCELLANEOUS
			
	 Section 11.01.
	    	TIA Controls	  	79
	 Section 11.02.
	    	Notices	  	79
	 Section 11.03.
	    	Communications by Holders with Other Holders	  	80
	 Section 11.04.
	    	Certificate and Opinion as to Conditions Precedent	  	80
	 Section 11.05.
	    	Statements Required in Certificate and Opinion	  	81
	 Section 11.06.
	    	Rules by Trustee and Agents	  	81
	 Section 11.07.
	    	Legal Holidays	  	81
	 Section 11.08.
	    	Governing Law	  	81
	 Section 11.09.
	    	No Adverse Interpretation of Other Agreements	  	81
	 Section 11.10.
	    	No Recourse Against Others	  	81
	 Section 11.11.
	    	Successors	  	82
	 Section 11.12.
	    	Multiple Counterparts	  	82
	 Section 11.13.
	    	Table of Contents, Headings, etc.	  	82
	 Section 11.14.
	    	Separability	  	82
			
	 Signatures
	    		  	S-1
			
	 SCHEDULE
	    		  	
			
	 Schedule 1
	    	Issue Date Designation of Restricted Subsidiaries	  	Sch.-1
			
	 EXHIBITS
	    		  	
			
	 Exhibit A
	    	Form of Initial Note	  	A-1
	 Exhibit B
	    	Form of Exchange Note	  	B-1
	 Exhibit C
	    	Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors	  	C-1
	 Exhibit D
	    	Form of Transferee Letter of Representation	  	D-1
	 Exhibit E
	    	Form of Certificate to Be Delivered in Connection with Regulation S Transfers	  	E-1
	 Exhibit F
	    	Form of Supplemental Indenture	  	F-1

  

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 INDENTURE, dated as of November 24, 2009, among StoneMor Operating LLC, a Delaware
limited liability company (the “Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), Osiris Holding of Maryland Subsidiary, Inc., a Maryland
corporation (“Osiris Co” and together with Cornerstone Co and the Company, the “Issuers”), StoneMor Partners L.P. (the “Partnership”), a Delaware limited partnership, and certain of its subsidiaries
as the Guarantors (as defined herein) and Wilmington Trust FSB, as trustee (the “Trustee”). 
 The Issuers have duly authorized the creation of an issue of 10 1/4% Senior Notes due 2017 (the “Initial Notes”) and the 10 1/4% Senior Notes due 2017 registered under the Securities Act of 1933 (the “Exchange Notes”) and to provide therefor, the Issuers and each
Guarantor have duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuers, and authenticated and delivered hereunder, the valid obligations of the Issuers, and
to make this Indenture a valid and binding agreement of the Issuers and the Guarantors, have been done. 
 Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein): 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01. Definitions. 
 “Accredited Investor” has
the meaning given to such term in Section 2.16 of this Indenture. 
 “Acquired Indebtedness” means
(1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection
with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Partnership or any Restricted Subsidiary, any Indebtedness of a Person (other than the Partnership or a Restricted Subsidiary) existing at
the time such Person is merged with or into the Partnership or a Restricted Subsidiary, or Indebtedness expressly assumed by the Partnership or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person,
which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition. 
 “Additional Interest” has the meaning given to such term or similar terms in the Registration Rights Agreement. 
 “Additional Notes” has the meaning given to such term in Section 2.02 of this Indenture. 
 “Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under
direct or indirect common control with, the referent Person. For purposes of Section 4.13, Affiliates shall be deemed to include, with respect to any Person, any other Person (1) which Beneficially Owns or holds, directly or indirectly,
10% or more of any class of the Voting Stock of the referent Person, (2) of which 10% or more of the Voting Stock is Beneficially Owned or held, directly or indirectly, by the referenced Person or (3) with respect to an individual, any
immediate family member of such Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise. 






 “Affiliate Transaction” has the meaning given to such term in
Section 4.13 of this Indenture. 
 “Agent” means any Registrar, Paying Agent, co-Registrar, Authenticating
Agent or agent for services of notices and demands. 
 “Agent Member” has the meaning given to such term in
Section 2.15 of this Indenture. 
 “amend” means to amend, supplement, restate, amend and restate or
otherwise modify, including successively, and “amendment” shall have a correlative meaning. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of the Note; or 
 (2) the excess of: 
 (a) the present value at such Redemption Date of (i) the Redemption Price of the Note at December 1, 2013 (such
Redemption Price being set forth in the table appearing in paragraph 5 of such Note), plus (ii) all required interest payments due on the Note through December 1, 2013 (excluding accrued and unpaid interest due on the Note to the
Redemption Date), computed at a discount on the basis of semi-annual compounding using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over 
 (b) the principal amount of such Note. 
 “asset” means any asset or property. 
 “Asset
Acquisition” means 
 (1) an Investment by the Partnership or any Restricted Subsidiary of the
Partnership in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Partnership, or shall be merged with or into the Partnership or any Restricted Subsidiary of the Partnership, or 

(2) the acquisition by the Partnership or any Restricted Subsidiary of the Partnership of all or substantially all of the
assets of any other Person or any division or line of business of any other Person. 
 “Asset Sale” means any
sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Partnership or any Restricted Subsidiary to any Person other than the Partnership or any Restricted Subsidiary (including by means of a Sale and Leaseback
Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Partnership or any of its Restricted Subsidiaries
(other than Equity Interests in Unrestricted Subsidiaries) other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include: 
 (1) transfers of cash or Cash Equivalents; 
  

 -2- 







 (2) transfers of assets (including Equity Interests) that are governed by,
and made in accordance with Section 5.01; 
 (3) Permitted Investments and Restricted Payments permitted
under Section 4.11; 
 (4) the creation of or realization on any Lien permitted under the Indenture;

 (5) transfers of damaged, worn-out or obsolete equipment or assets that, in the Partnership’ reasonable
judgment, are no longer used or useful in the business of the Partnership or its Restricted Subsidiaries; 
 (6)
sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of the Partnership or any Restricted Subsidiary to the extent not materially
interfering with the business of the Partnership and the Restricted Subsidiaries; 
 (7) Permitted Asset Swaps;

 (8) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after
giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $2.0 million. 
 “Authenticating Agent” has the meaning given to such term in Section 2.02 of this Indenture. 
 “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date. For
the avoidance of doubt, all the defined terms used in the definition of “Available Cash” in the Partnership Agreement shall have the meaning assigned to such terms in the Partnership Agreement, as in effect on the Issue Date.

 “Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law
for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule
13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial
ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The
terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. 
 “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such
Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition
of “Change of Control,” any duly authorized committee of such body. 
  

 -3- 







 “Board Resolution” means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

 “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New
York are authorized or required by law to close. 
 “Capitalized Lease” means a lease required to be
capitalized for financial reporting purposes in accordance with GAAP. 
 “Capitalized Lease Obligations” of any
Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Cash Equivalents” means: 
 (1) marketable obligations issued or directly and fully Guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the
United States of America is pledged in support thereof), maturing within 360 days of the date of acquisition thereof; 
 (2) demand and time deposits and certificates of deposit or acceptances, maturing within 360 days of the date of acquisition thereof, of any financial institution that is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than $500 million and is assigned at least a “B” rating by Thomson Financial BankWatch; 
 (3) commercial paper maturing no more than 180 days from the date of creation thereof issued by a corporation that is not an Issuer or an Affiliate of the Partnership, and is organized under the laws of
any State of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s; 
 (4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the
specifications of clause (2) above; and 
 (5) investments in money market or other mutual funds
substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above. 
 “Cemetery Management or Operating Agreement” means an agreement pursuant to which the Partnership or any of its Restricted Subsidiaries agrees to manage the operations of any Person in the business of providing cemetery
services and/or cemetery property or to operate such cemetery property. 
 “Cemetery Non-Profit” means a Person
which (a) is organized as a non-profit entity, whether pursuant to Section 501 of the Code or otherwise and (b) which has contracted with the Partnership or any of its Restricted Subsidiaries for the provision of services under a
Cemetery Management or

  

 -4- 







 
Operating Agreement. All references in the indenture to accounting measures of the Partnership and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, shall
be calculated to reflect the applicable amounts or eliminations allocable to any Cemetery Non-Profits (regardless of whether such Cemetery Non-Profits are Subsidiaries or Restricted Subsidiaries), as would be reflected in the consolidated financial
statements of the Partnership for the applicable period or date of determination in accordance with GAAP. 
 “Change of
Control” means the occurrence of any of the following events: 
 (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Equity Interests of the Restricted Subsidiaries)
of the Partnership and the Restricted Subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act; 
 (2) the adoption of a plan relating to the liquidation or dissolution of the Partnership or the removal of the General
Partner by the limited partners of the Partnership; 
 (3) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the General Partner, measured by voting power rather than number of shares; 
 (4) the first day
on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors; and 
 (5) any of the Issuers cease to be a direct or indirect Subsidiary of the Partnership. 
 Notwithstanding the
preceding, a conversion of Partnership or the Company from a limited partnership to a corporation, limited liability company or other form of entity or an exchange of all of the outstanding limited partnership interests for capital stock in a
corporation, for member interests in a limited liability company or for Equity Interests in such other form of entity shall not constitute a Change of Control, provided that such conversion does not trigger a Change of Control under clauses
(1) through (5) above. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company” means StoneMor Operating LLC, a Delaware limited liability company, until a successor replaces it pursuant to
this Indenture, and thereafter means its successor. 
 “Cornerstone Co” means Cornerstone Family Services of
West Virginia, a West Virginia corporation, until a successor replaces it pursuant to this Indenture, and thereafter means its successor. 
 “Consolidated Amortization Expense” for any period means the amortization expense of the Partnership and the Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP. 
 “Consolidated Cash Flow” for any period means, without duplication, the sum of the
amounts for such period of 
  

 -5- 







 (1) Consolidated Net Income, plus 
 (2) in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income and with
respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary only if a corresponding amount would be permitted at the date of determination to be distributed to the Partnership by such Restricted Subsidiary without
prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders,

 (a) Consolidated Income Tax Expense, 
 (b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Interest Expense), 
 (c) Amortization of cemetery property 
 (d) Consolidated Depreciation Expense, 
 (e) Consolidated Interest Expense, and 
 (f) expenses or charges relating to the Refinancing Transactions; 
 (g) non-cash compensation expenses; 
 (h) any net increase in deferred cemetery revenues and any net increase in deferred merchandise trusts revenues; provided,
however that the effects of realized gains or losses in connection with a material change to the composition of the assets in the perpetual trusts funds or the merchandise trusts funds shall be ignored for purposes of this clause (h), for the
avoidance of doubt a net increase can be negative; and 
 (i) charges or expenses resulting from the application
of SFAS 141R; 
 in each case determined on a consolidated basis in accordance with GAAP, minus 
 (3)(a) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased
Consolidated Net Income for such period and (b) minus the net increase in deferred cost of goods sold and minus the net increase in deferred selling and obtaining costs. 
 “Consolidated Depreciation Expense” for any period means the depreciation expense of the Partnership and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Income Tax
Expense” for any period means the provision for taxes of the Partnership and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Interest Coverage Ratio” means the ratio of Consolidated Cash Flow of the Partnership and its Restricted
Subsidiaries during the most recent four consecutive full fiscal quarters for

  

 -6- 







 
which financial statements are available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio (the “Transaction Date”) to Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated after
giving effect on a pro forma basis for the period of such calculation to: 
 (1) the incurrence of any
Indebtedness or the issuance of any Preferred Stock of the Partnership or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of
the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time
subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of
the Four-Quarter Period; and 
 (2) any Asset Sale or Asset Acquisition (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the Partnership or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness
and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions and operating or trust fund improvements that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or
accounting officer of the Issuers (regardless of whether those expense or cost savings or operating or trust fund improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the
Securities Act or any other regulation or policy of the SEC related thereto) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to
the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period. 
 In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio: 
 (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; 
 (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and

 (3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements. 
  

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 “Consolidated Interest Expense” for any period means the sum, without
duplication, of the total interest expense of the Partnership and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and including, without duplication, 
 (1) imputed interest on Capitalized Lease Obligations, 
 (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations,
bankers’ acceptance financing and receivables financings, 
 (3) the net costs associated with Hedging
Obligations related to interest rates, 
 (4) amortization of debt issuance costs, debt discount or premium and
other financing fees and expenses, 
 (5) the interest portion of any deferred payment obligations, 

(6) all other non-cash interest expense, 
 (7) capitalized interest, 
 (8) the product of (a) all dividend payments on any series of Disqualified Equity Interests of the Partnership or any Preferred Stock of any Restricted Subsidiary (other than any such Disqualified
Equity Interests or any Preferred Stock held by the Partnership or a Wholly-Owned Restricted Subsidiary or to the extent paid in Qualified Equity Interests), multiplied by (b) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local statutory tax rate of the Partnership and the Restricted Subsidiaries, expressed as a decimal, 
 (9) all interest payable with respect to discontinued operations, and 
 (10) all interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness. 

“Consolidated Leverage Ratio” means the ratio of Funded Indebtedness of the Partnership and its Restricted Subsidiaries
to Consolidated Cash Flow of the Partnership and its Restricted Subsidiaries during the most recent four consecutive full fiscal quarters for which financial statements are available (the “Four-Quarter Period”) ending on or prior to
the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio (the “Transaction Date”). For purposes of this definition, Consolidated Cash Flow and Indebtedness shall be calculated after giving
effect on a pro forma basis for the period of such calculation to: 
 (1) the incurrence of any Indebtedness or
the issuance of any Preferred Stock of the Partnership or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of the proceeds
therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to
the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the
Four-Quarter Period; and 
  

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 (2) any Asset Sale or Asset Acquisition (including, without limitation, any
Asset Acquisition giving rise to the need to make such calculation as a result of the Partnership or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired
Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions and operating or trust fund improvement that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief
financial or accounting officer of the Company (regardless of whether those expense or cost savings or operating or trust fund improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under
the Securities Act or any other regulation or policy of the SEC related thereto) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or
prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; 

“Consolidated Net Income” for any period means the net income (or loss) of the Partnership and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication: 
 (1) the net income (or loss) of any Person that is not a Restricted Subsidiary, except to the extent that cash in an amount
equal to any such income has actually been received by the Partnership or, subject to clause (3) below, any Restricted Subsidiary during such period; 
 (2) except to the extent includible in the consolidated net income of the Partnership pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that
(a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Partnership or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Partnership or any Restricted Subsidiary; 

(3) the net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary during such period, except that the Partnership’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income; 
 (4) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss),
realized during such period by the Partnership or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Partnership or any Restricted Subsidiary or (b) any Asset Sale by the
Partnership or any Restricted Subsidiary; 
 (5) gains and losses due solely to fluctuations in currency values
and the related tax effects according to GAAP; 
 (6) any net after-tax extraordinary gains or losses;

 (7) unrealized gains and losses with respect to Hedging Obligations; and 
  

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 (8) the cumulative effect of any change in accounting principles.

 “Consolidated Net Tangible Assets” means, with respect to the Partnership and the Restricted Subsidiaries at
any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet,
after deducting the following amounts: (1) all current liabilities reflected in such balance sheet and (2) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance
sheet. 
 “Corporate Trust Office” shall be at the address of the Trustee specified in Section 11.02
hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers. 
 “Coverage Ratio
Exception” has the meaning set forth in the proviso in clause (a) of Section 4.10. 
 “Credit
Agreement” means the Amended and Restated Credit Agreement dated August 15, 2007 as amended, restated, modified or supplemented from time to time, by and among the StoneMor Operating LLC, as Borrower, various subsidiaries thereof as
additional Borrowers, the Partnership and the General Partner, as Guarantors, Bank of America, N.A., as administrative agent and collateral agent, and the other lenders named therein, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time. 
 “Credit Facilities” means one or more debt facilities, credit agreements or indentures (which may be outstanding at the
same time and including, without limitation, the Credit Agreement), in each case, as such agreements may be amended, refinanced or otherwise restructured, in whole or in part from time to time with respect to all or any portion of the Indebtedness
under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements and whether by the same or any other agent, lender, group of lenders, investor or noteholders. 
 “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 “Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of
time or both, would be an Event of Default. 
 “Depository” means, with respect to the Notes issued in the form
of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Issuers, which Person must be a clearing agency registered under the Exchange Act. 
 “Designated Non-cash Consideration” means the fair market value of non-cash Consideration received by the Issuer or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial officer of
the Issuer, less the amount of cash or Cash Equivalents received in connection with subsequent sale of or collection on such Designated non-cash Consideration. 
 “Designation” has the meaning given to this term in Section 4.19. 
 “Designation Amount” has the meaning given to this term in Section 4.19. 
  

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 “Disqualified Equity Interests” of any Person means any class of Equity
Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be
redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final
maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity
Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity
Interests are convertible, exchangeable or exercisable) the right to require the Partnership to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 91st day after the final maturity date of
the Notes shall not constitute Disqualified Equity Interests if the change of control or asset sale provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 4.12 and Section 4.15,
respectively, and such Equity Interests specifically provide that the Partnership will not redeem any such Equity Interests pursuant to such provisions prior to the Partnership’ purchase of the Notes as required pursuant to the provisions of
Section 4.12 and Section 4.15, respectively. 
 “Equity Interests” of any Person means (1) any
and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person. 
 “Excess Proceeds” has the meaning given to such term in Section 4.12 of this Indenture. 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 
 “Exchange Notes” has the meaning provided in the preamble of this Indenture. 
 “Exchange Offer Registration Statement” has the meaning assigned to such term in the Registration Rights Agreement. 
 “Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such
assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by
the Board of Directors of the Partnership or a duly authorized committee thereof, as evidenced by a resolution of such Board of Directors or committee. 
 “Funded Indebtedness” means, as of any date of determination, the sum of (a) the aggregate principal amount of Indebtedness of the Partnership and its Restricted Subsidiaries
outstanding as of such date, in the amount that would be reflected on the balance sheet of the Partnership and its Subsidiaries prepared as of such date on a consolidated basis in accordance with GAAP (including the elimination in consolidation of
Indebtedness to Cemetery Non-Profit in accordance with GAAP), plus (b) the aggregate principal amount of obligations for borrowed money that are outstanding as of such date of Persons other than the Partnership and its Subsidiaries, to the
extent guaranteed by the Partnership or any of its Restricted Subsidiaries. 
  

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 “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date. 
 “General Partner” means StoneMor GP LLC, a Delaware limited liability company. 
 “Global
Notes” has the meaning given to such term in Section 2.01. 
 “Guarantee” means a direct or
indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of)
Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are
entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or in part); “Guarantee,” when used as a verb, and “Guaranteed” have correlative meanings. 
 “Guarantors” means the Partnership and each Restricted Subsidiary of the Partnership on the Issue Date, and each other
Person that is required to, or at the election of the Issuers does, become a Guarantor by the terms of the Indenture after the Issue Date, in each case, until such Person is released from its Note Guarantee in accordance with the terms of the
Indenture. 
 “Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar,
forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies. 
 “Holder” means any registered holder, from time to time, of the Notes. 
 “incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have
been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of
Indebtedness. 
 “Indebtedness” of any Person at any date means, without duplication: 
 (1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion thereof); 
  

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 (2) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments; 
 (3) all reimbursement obligations of such Person in respect of letters of credit,
letters of guaranty, bankers’ acceptances and similar credit transactions; 
 (4) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services;

 (5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

 (6) all Capitalized Lease Obligations of such Person; 
 (7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by
such Person; 
 (8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee;
provided that Indebtedness of the Partnership or the Partnership’s Subsidiaries that is guaranteed by the Partnership or the Partnership’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the
Partnership and the Partnership’s Subsidiaries on a consolidated basis; 
 (9) to the extent not otherwise
included in this definition, Hedging Obligations of such Person; and 
 (10) all obligations of such Person under
conditional sale or other title retention agreements relating to assets purchased by such Person. 
 The amount of any
Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall
be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase
price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to the Indenture. 
 “Indenture” means this Indenture as amended, restated or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Partnership’s
Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Partnership and its Affiliates. 
  

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 “Initial Notes” has the meaning provided in the preamble to this Indenture.

 “Institutional Accredited Investor” means an institution that is an “accredited
investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act. 
 “interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes. 
 “Interest Payment Date” means the stated maturity of an installment of interest on the Notes. 
 “Investments” of any Person means: 
 (1) all direct or indirect investments by such
Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person; 
 (2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other
securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof); and 
 (3) the Designation of any Subsidiary as an Unrestricted Subsidiary. 
 Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be
the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (2) shall be the Designation Amount determined in accordance with Section 4.19. If the Partnership or any Restricted Subsidiary
sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary, the Partnership shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained.
Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Partnership shall be deemed not to be Investments. 
 “Issue Date” means the date on which the Notes are originally issued. 
 “Issuers”
means, collectively, the Company, Cornerstone Co and Osiris Co. 
 “Lien” means, with respect to any asset, any
mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention agreement. 
 “Maturity Date”
means December 1, 2017. 
 “Moody’s” means Moody’s Investors Service, Inc., and its successors.

 “Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or
Cash Equivalents, net of: 
 (1) brokerage commissions and other fees and expenses (including fees, discounts and
expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale; 
  

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 (2) provisions for taxes payable as a result of such Asset Sale (after
taking into account any available tax credits or deductions and any tax sharing arrangements); 
 (3) amounts
required to be paid to any Person (other than the Partnership or any Restricted Subsidiary and other than under a Credit Facility) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon; 
 (4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within
30 days after the date of, such Asset Sale; and 
 (5) appropriate amounts to be provided by the Partnership
or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Partnership or any
Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available
Proceeds. 
 “Net Proceeds Offer” has the meaning given to such term in Section 4.12. 
 “Net Proceeds Deficiency” has the meaning given to such term in Section 4.12. 
 “Non-U.S. Person” means a person who is not a “U.S. Person” (as defined in Regulation S). 
 “Note Guarantee” means the Guarantee by each Guarantor of the obligations of the Issuers with respect to the Notes.

 “Note Purchase Documents” means that certain Amended and Restated Note Purchase Agreement, dated as of
August 15, 2007, among the Partnership and the other parties thereto as amended, restated, modified or supplemented from time to time and all other agreements entered in connection therewith, in each case, as amended and refinanced from time to
time. 
 “Notes” means the Initial Notes, any Additional Notes and the Exchange Notes treated as a single class
of securities, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture. 
 “Obligation” means any principal, premium, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation
governing any Indebtedness. 
 “Offered Price” has the meaning given to such term in Section 4.12.

  

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 “Offering” means the offering of $150.0 million aggregate principal amount
of Notes by the Issuers pursuant to the Offering Memorandum. 
 “Offering Memorandum” means the Final Offering
Memorandum dated November 18, 2009 relating to the offering of $150.0 million aggregate principal amount of Notes by the Issuers. 
 “Officer” means any of the following of the Partnership or the Issuers: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer or the Secretary. 
 “Officers’ Certificate” means a
certificate signed by two Officers. 
 “Offshore Global Notes” has the meaning provided in Section 2.01.

 “Offshore Physical Notes” has the meaning provided in Section 2.01. 
 “Operating Surplus” shall have the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue
Date. 
 “Opinion of Counsel” means a written opinion from legal counsel who and which is reasonably acceptable
to the Trustee complying with the requirements of this Indenture. The counsel may be an employee of or counsel to the Partnership, any Subsidiary of the Partnership or the Trustee. 
 “Osiris Co” means Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation, until a successor replaces it
pursuant to this Indenture, and thereafter means its successor. 
 “Pari Passu Indebtedness” means any
Indebtedness of the Issuers or any Guarantor that ranks pari passu in right of payment with the Notes or the Note Guarantees, as applicable. 
 “Pari Passu Indebtedness Price” has the meaning set forth in Section 4.12. 
 “Partnership” means StoneMor Partners L.P., a Delaware limited partnership, and its successors and assigns. 
 “Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners, L.P., dated as of September 9, 2008, as such may be amended,
modified or supplemented from time to time. 
 “Paying Agent” has the meaning set forth in Section 2.03.

 “Permanent Offshore Global Notes” has the meaning provided in Section 2.01. 
 “Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of assets used in a Permitted
Business or a combination of assets used in a Permitted Business and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person, or any transaction pursuant to Section 1031 of the Code. 
 “Permitted Business” means either (1) the businesses engaged in by the Partnership and the Partnerships’
Subsidiaries on the Issue Date as described in this offering memorandum and businesses that are reasonably related thereto or reasonable extensions thereof and (2) any other business that generates gross income that constitutes “qualifying
income” under Section 7704(d) of the Code. 
  

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 “Permitted Investment” means: 
 (1) Investments by the Partnership or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) in any
Person that will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Partnership or a Restricted Subsidiary; 
 (2) Investments in the Partnership by any Restricted Subsidiary; 
 (3) Hedging Obligations entered into for bona fide hedging purposes of the Company or any Restricted Subsidiary not for the
purpose of speculation; 
 (4) Investments in cash and Cash Equivalents; 
 (5) receivables owing to the Partnership or any Restricted Subsidiary if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Partnership or any such Restricted Subsidiary deems reasonable
under the circumstances; 
 (6) Investments in securities of trade creditors or customers received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; 
 (7) Investments made by the Partnership or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.12; 
 (8) lease, utility and other similar deposits in the ordinary course of business; 
 (9) Investments made by the Partnership or a Restricted Subsidiary for consideration consisting only of Qualified Equity
Interests of Partnership; 
 (10) other Investments in an aggregate amount not to exceed the greater of $10.0
million and 2.0% of Consolidated Net Tangible Assets at any one time outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value); 
 (11) Investments of funds in perpetual care trusts and merchandise trusts in accordance with applicable law; and 

(12) Investments made by the Partnership or any Restricted Subsidiary in a Cemetery Non-Profit in the ordinary course of
business pursuant to a Cemetery Management or Operating Agreement. 
 The amount of Investments outstanding at any time pursuant
to clause (10) above shall be deemed to be reduced: 
 (a) upon the disposition or repayment of or return on
any Investment made pursuant to clause (12) above, by an amount equal to the return of capital with respect to such Investment to the Partnership or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net
Income); and 
  

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 (b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Partnership’ proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such
Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (12) above. 
 “Permitted Liens” means the following types of Liens: 
 (1) Liens for taxes,
assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Partnership or the Restricted Subsidiaries shall have set aside on its books such
reserves as may be required pursuant to GAAP; 
 (2) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if
any, as shall be required by GAAP shall have been made in respect thereof; 
 (3) Liens incurred or deposits made
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); 
 (4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of
such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (5) judgment
Liens not giving rise to a Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the
proceedings may be initiated has not expired; 
 (6) easements, rights-of-way, zoning restrictions and other
similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Partnership and the Restricted
Subsidiaries taken as a whole; 
 (7) Liens securing reimbursement obligations with respect to commercial letters
of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof; 
 (8) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Partnership or any Restricted Subsidiary, including rights of
offset and setoff; 
  

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 (9) bankers’ Liens, rights of setoff and other similar Liens existing
solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Partnership or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such
accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness; 
 (10) leases or subleases granted to others
that do not materially interfere with the ordinary course of business of the Partnership or any Restricted Subsidiary; 
 (11) Liens arising from filing Uniform Commercial Code financing statements regarding leases; 
 (12)
Liens securing all of the Notes and Liens securing any Note Guarantee; 
 (13) Liens securing Hedging Obligations
entered into for bona fide hedging purposes of the Company or any Restricted Subsidiary not for the purpose of speculation; 
 (14) Liens existing on the Issue Date securing Indebtedness outstanding on the Issue Date (other than obligations under the Note Purchase Documents); 
 (15) Liens in favor of the Issuers or a Guarantor; 
 (16) Liens securing Indebtedness and related obligations thereunder under the Credit Facilities incurred pursuant to
Section 4.10(b)(1) (it being understood that the Credit Agreement as in effect on the Issue Date is a “Credit Facility” permitted to be incurred under Section 4.10(b)(1); 
 (17) Liens securing Purchase Money Indebtedness and Capitalized Lease Obligations; provided that such Liens shall not extend
to any asset other than the specified asset being financed and additions and improvements thereon; 
 (18) Liens
securing Acquired Indebtedness permitted to be incurred under the Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the
lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Partnership or a Restricted Subsidiary; 
 (19) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the
Partnership or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); 
 (20)
Liens securing obligations under the Note Purchase Documents; and 
 (21) Liens to secure Refinancing
Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (12), (14), (16), (17), (18), (19) and (20); provided that in the case of Liens securing Refinancing Indebtedness of Indebtedness secured by Liens
referred to in the foregoing clauses (14), (17), (18), (19) and (20), such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof); 
  

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 “Person” means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. 
 “Physical Notes” has the meaning provided in Section 2.01. Physical Notes are sometimes referred to herein as
certificated Notes. 
 “Preferred Stock” means, with respect to any Person, any and all preferred or preference
stock or other equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date. 
 “Private Placement Legend” means the legend initially set forth on the Initial Notes in the form set forth in the first paragraph of Section 2.17. 
 “principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes. 
 “Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Partnership or any
Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Partnership or any Restricted Subsidiary or the cost of installation, construction or
improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by
the Partnership or such Restricted Subsidiary or such installation, construction or improvement. 
 “Qualified Equity
Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such
Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, Guaranteed or advanced by such Person or
any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Partnership. 
 “Qualified Equity Offering” means the issuance and sale of Qualified Equity Interests of the Partnership to Persons other
than any Person who is, prior to such issuance and sale, an Affiliate of the Partnership which proceeds are contributed to the Company; provided, however, that cash proceeds therefrom equal to not less than the redemption price of the
Notes to be redeemed are received by the Partnership as a capital contribution immediately prior to such redemption. 
 “QIB” means any “qualified institutional buyer” (as defined Rule 144A promulgated under the Securities Act). 
 “Record Date” for interest payable on any Interest Payment Date (except a date for payment of default interest) means the May 15 and November 15 (whether or not a Business Day)
as the case may be, immediately preceding such Interest Payment Date. 
 “redeem” means to redeem, repurchase,
purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of paragraph 5 of the Note.

  

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 “Redemption Date” when used with respect to any Note to be redeemed means
the date fixed for such redemption pursuant to this Indenture. 
 “Redemption Price” when used with respect to
any Note to be redeemed means the price fixed for such redemption pursuant to this Indenture. 
 “Redesignation” has the meaning given to such term in Section 4.19. 
 “refinance” means to refinance, repay, prepay, replace, renew or refund. 
 “Refinancing
Indebtedness” means Indebtedness of the Partnership or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Partnership or any Restricted
Subsidiary (the “Refinanced Indebtedness”); provided that: 
 (1) the principal amount (and
accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued and unpaid
interest on the Refinanced Indebtedness, any reasonable premium paid to the holders of the Refinanced Indebtedness and reasonable expenses incurred in connection with the incurrence of the Refinancing Indebtedness; 
 (2) the obligor of Refinancing Indebtedness does not include any Person (other than the Issuers or any Guarantor) that is not
an obligor of the Refinanced Indebtedness; 
 (3) if the Refinanced Indebtedness was subordinated in right of
payment to the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the same extent as the
Refinanced Indebtedness; 
 (4) the Refinancing Indebtedness has a final stated maturity either (a) no
earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes; 
 (5) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal
to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; and 
 (6) the proceeds of the Refinancing Indebtedness shall be used substantially concurrently with the incurrence thereof to
redeem or refinance the Refinanced Indebtedness, unless the Refinanced Indebtedness is not then due and is not redeemable or prepayable at the option of the obligor thereof or is redeemable or prepayable only with notice, in which case such proceeds
shall be held in a segregated account of the obligor of the Refinanced Indebtedness until the Refinanced Indebtedness becomes due or redeemable or prepayable or such notice period lapses and then shall be used to refinance the Refinanced
Indebtedness; provided that in any event the Refinanced Indebtedness shall be redeemed or refinanced within one year of the incurrence of the Refinancing Indebtedness. 
  


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 “Refinancing Transactions” means the issuance of the Notes, the entering
into the Credit Agreement and the related use of proceeds of the issuance of the Notes and the issuance of common units expected to occur on or about the Issue Date. 
 “Registrar” has the meaning set forth in Section 2.03. 
 “Registration Rights Agreement” means (i) the Registration Rights Agreement dated as of the Issue Date among the Issuers, the Guarantors and the initial purchasers of the Notes issued on the Issue Date and
(ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 
 “Restricted Payment” means any of the following: 
 (1) the declaration or payment of
any dividend or any other distribution on Equity Interests of the Partnership or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Partnership or any Restricted
Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Partnership but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or
accumulation of such dividends on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Partnership or to a Restricted Subsidiary and pro rata dividends or distributions payable to
minority stockholders of any Restricted Subsidiary; 
 (2) the redemption of any Equity Interests of the
Partnership or any Restricted Subsidiary, the General Partner or any equity holder of the Partnership, including, without limitation, any payment in connection with any merger or consolidation involving the Partnership but excluding any such Equity
Interests held by the Partnership or any Restricted Subsidiary; 
 (3) any Investment other than a Permitted
Investment; or 
 (4) any payment or redemption prior to the scheduled maturity or prior to any scheduled
repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness (other than any Subordinated Indebtedness owed to and held by the Partnership or any Restricted Subsidiary). 
 “Restricted Security” has the meaning set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Security. 
 “Restricted Subsidiary” means any Subsidiary of the Partnership other than an Unrestricted Subsidiary. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors. 
 “SEC” means the U.S. Securities and Exchange Commission.

  

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 “Secretary’s Certificate” means a certificate signed by the Secretary
of the Partnership. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended. 
 “Series B Notes” means the 11.00% Series B Senior Secured Notes due 2012 issued by the Company and certain Subsidiaries of
the Partnership pursuant to the Note Purchase Documents. 
 “Series C Notes” means the 11.00% Series C Senior
Secured Notes due 2012 issued by the Company and certain Subsidiaries of the Partnership pursuant to the Note Purchase Documents. 
 “Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on
the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (g) or (h) of
Section 6.01 has occurred and is continuing, or which are being released from their Guarantees (in the case of clause (i) of the provisions described in Section 8.02, would constitute a Significant Subsidiary under clause (1) of
this definition. 
 “Subordinated Indebtedness” means Indebtedness of the Partnership or any Restricted
Subsidiary that is expressly subordinated in right of payment to the Notes or the Note Guarantees, respectively. 
 “Subsidiary” means, with respect to any Person: 
 (1) any corporation, limited
liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and 
 (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof). 
 Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Partnership. 
 “Subsidiary Guarantor” means any Guarantor other than Partnership. 
 “Temporary Offshore Global Notes” has the meaning set forth in Section 2.01. 
 “Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to December 1, 2013; provided, however, that if the period from the Redemption Date to December 1, 2013 is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used. 
 “Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended. 
  

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 “Trust Officer” means, when used with respect to the Trustee, any officer
of the Trustee within the Corporate Capital Markets Department (or any successor unit, department or division of the Trustee) who has direct responsibility for the administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer, trust officer or person performing similar functions to whom such matter is referred because of his or her knowledge of and familiarity of the particular subject. 
 “Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and
thereafter means the successor. 
 “Unrestricted Subsidiary” means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Partnership in accordance with Section 4.19 and (2) any Subsidiary of an Unrestricted Subsidiary. 
 “U.S. Global Notes” has the meaning provided in Section 2.01. 
 “U.S. Government Obligations” means direct non-callable obligations of, or Guaranteed by, the United States of America for
the payment of which Guarantee or obligations the full faith and credit of the United States is pledged. 
 “U.S.
Physical Notes” means the Notes issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A to Institutional Accredited Investors which are not QIBs (excluding Non-U.S.
Persons) who purchased Notes pursuant to Regulation D of the Securities Act. 
 “Voting Stock” with respect to
any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any
contingency) to vote in the election of members of the Board of Directors of such Person. 
 “Weighted Average Life to
Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial
maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by
(2) the then outstanding principal amount of such Indebtedness. 
 “Wholly-Owned Restricted Subsidiary”
means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but
which interest is not in excess of what is required for such purpose) are owned directly by the Partnership or through one or more Wholly-Owned Restricted Subsidiaries. 
 Section 1.02. Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following meanings: 
 “indenture
securities” means the Notes. 
  

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 “indenture securityholder” means a Holder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor on the indenture securities” means the Issuers, the Guarantors or any other obligor on the Notes.

 All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or
defined by SEC rule have the meanings therein assigned to them. 
 Section 1.03. Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it herein, whether defined expressly or by reference; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) words in the singular
include the plural, and in the plural include the singular; 
 (e) words used herein implying any gender shall
apply to every gender; 
 (f) “$”, “U.S. Dollars” and “Dollars” each refers to
United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and 
 (g) whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or any
other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest are, were or would be payable in respect thereof.

 ARTICLE 2 
 THE NOTES 
 Section 2.01. Form and Dating. 
 The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of
authentication shall be

  

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substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The form of the
Notes and any notation, legend or endorsement on them shall be satisfactory to the Issuers. Each Note shall be dated the date of its authentication. 
 The terms and provisions contained in the Notes, annexed hereto as Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 
 Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in
Exhibit A (the “ U.S. Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form, substantially in the
form set forth in Exhibit A (the “Temporary Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuers of a certificate substantially in the form of Exhibit E hereto, one or more permanent global Notes in
registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Notes”; and together with the Temporary Regulation S Global Note, the “Offshore Global Notes”), duly executed
by the Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. The aggregate principal amount of any Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. 
 Notes issued in exchange for interests in the Offshore Global Notes pursuant to Section 2.15 may be issued in the form of permanent certificated Notes in registered form (the “Offshore Physical Notes”) and shall bear
the first and second legend set forth in Section 2.17. All Notes offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Note until the consummation of the Exchange Offer, pursuant to the Registration Rights
Agreement. 
 The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the
“Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Global Notes.” 
 Section 2.02. Execution and Authentication. 
 The Notes shall be
executed on behalf of the Issuers by one Officer of each of the Issuers. Such signatures may be either manual or facsimile. 
 If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 
 A Note shall not be valid until an authorized signatory of the Trustee signs the certificate of authentication on the Note. Such signature shall be manual. Such signature shall be conclusive evidence that
the Note has been authenticated under this Indenture. 
  

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 The Trustee or an authentication agent (the “Authenticating Agent”) shall
authenticate (i) Initial Notes for original issue on the date of this Indenture in the aggregate principal amount not to exceed $150,000,000 , (ii) additional Notes (“Additional Notes”) for original issue following the
date of this Indenture in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including without limitation, Section 4.10 hereof) and (iii) Exchange Notes from time to time for issue only in exchange
for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon written orders of the Issuers in the form of an Officers’ Certificate. The Officers’ Certificate shall certify that the issuance and
authentication of such Notes is permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof, and shall specify (A) the principal amount of Notes to be authenticated, (B) the date on which the Notes are
to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, (C) whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, and (D) shall further specify the principal
amount of such Notes to be issued as a Global Note or Physical Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. 
 Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such
Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter, and shall otherwise be treated as one class. 
 The Trustee may appoint an Authenticating Agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Issuers. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuers and Affiliates of the Issuers. 
 The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 
 Section 2.03. Registrar and Paying Agent. 
 The Issuers shall maintain
an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be presented for payment (“Paying Agent”) and an office or agency
where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Registrar shall provide the Issuers a current copy of
such register from time to time upon request of the Issuers. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. Neither the Issuers nor any Affiliate of the Issuers may act as Paying Agent. The Issuers may
change any Paying Agent, Registrar or co-Registrar without notice to any Holder. 
 The Issuers shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee of the name and address of any such Agent. If the Issuers
fail to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for
service of notices and demands in connection with the Notes. 
  

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 Section 2.04. Paying Agent To Hold Assets in Trust. 
 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, premium, if any, or interest on Notes (whether such assets have been distributed to it by the Issuers or any other obligor on the Notes), and
shall notify the Trustee in writing of any Default in making any such payment. The Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any Payment Default, upon written request to a Paying Agent, require such Paying Agent to forthwith distribute to the Trustee all assets so held in trust by such Paying Agent together with a complete accounting of such
sums. Upon distribution to the Trustee of all assets that shall have been delivered by the Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets. 
 Section 2.05. Noteholder Lists. 
 The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish or cause the Registrar to furnish to the Trustee at least five
Business Days before each Interest Payment Date in each year, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders which
list may be conclusively relied on by the Trustee. 
 Section 2.06. Transfer and Exchange. 
 Subject to the provisions of Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Issuers shall execute and the Trustee shall authenticate Notes
at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge in
connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.12, 4.15 or 9.06 hereof, in which event the
Issuers shall be responsible for the payment of such taxes). 
 Without the prior consent of the Issuers, the Registrar or
co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day
of such mailing, (ii) selected for redemption in whole or in part pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date.

 Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such
Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. 
  

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 Section 2.07. Replacement Notes. 
 If a mutilated Note is surrendered to the Trustee or if the Holder presents evidence to the satisfaction of the Issuers and the Trustee that
the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note. An indemnity or a security bond may be required by the Issuers or the Trustee that is sufficient in the judgment of
the Issuers and the Trustee to protect the Issuers, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. In every case of destruction, loss or theft, the applicant shall also furnish to the Issuers and to the
Trustee evidence to their satisfaction of the destruction, loss or the theft of such Note and the ownership thereof. Each of the Issuers and the Trustee may charge for its expenses in replacing a Note. In the event any such mutilated, lost,
destroyed or wrongfully taken Note has become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof. The provisions of this Section 2.07 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 
 Every replacement Note is an additional obligation of the Issuers. 
 Section 2.08.
Outstanding Notes. 
 Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, and those described in this Section 2.08 as not outstanding. 
 If a Note is
replaced pursuant to Section 2.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding until the Issuers and the Trustee receive proof satisfactory to each of them that the replaced Note is held by a
protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07 hereof. 
 If on a Redemption Date or the Maturity Date, the Paying Agent holds U.S. legal tender sufficient to pay all of the principal and interest due on the Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue. 
 Section 2.09. Treasury Notes. 
 In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver, consent or notice, Notes owned by the Issuers or any of their Affiliates shall be considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so considered. The Issuers shall notify the Trustee, in
writing, when it or any of its Affiliates repurchases or otherwise acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise acquired. 
  


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 Section 2.10. Temporary Notes. 
 Until definitive Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Issuers in the form of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes are to be authenticated. Temporary
Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate upon receipt of
a written order of the Issuers pursuant to Section 2.02 definitive Notes in exchange for temporary Notes. 
 Section 2.11.
Cancellation. 
 The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written
direction of the Issuers, dispose of and deliver evidence of such disposal of all Notes surrendered for registration of transfer, exchange, payment or cancellation in accordance with their then existing procedures therefor. Subject to
Section 2.07 hereof, the Issuers may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the Issuers shall acquire any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11. In no event shall the Trustee be required to destroy cancelled Notes.

 Section 2.12. Defaulted Interest. 
 The Issuers shall pay interest on overdue principal (including post-petition interest in a proceeding under Bankruptcy Law) at the rate of interest then borne by the Notes. The Issuers shall, to the
extent lawful, pay interest on overdue installments of interest (without regard to any applicable grace periods) at the rate of interest then borne by the Notes. 
 If the Issuers default in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest to the Persons who are Holders
on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Issuers for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Issuers shall mail to each Holder, as of a recent date selected by the Issuers, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of
defaulted interest, and interest payable on such defaulted interest, if any, to be paid. 
 Notwithstanding the foregoing, any
interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(a) hereof shall be paid to Holders as of the Record Date for the Interest Payment Date for which interest has not been paid. 
 Section 2.13. Deposit of Moneys. 
 On or prior to 10:00 a.m., New York City time, on each Interest Payment Date, Redemption Date, Change of Control Payment Date, Net Proceeds Offer Payment Date and Maturity Date, the Issuers shall
have deposited with the Paying Agent in immediately available funds U.S. legal tender sufficient to make payments, if any, due on such Interest Payment Date, Redemption Date, Change of Control Payment Date, Net Proceeds Offer Payment Date or
Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date, Redemption Date, Change of Control Payment Date, Net Proceeds Offer Payment Date or Maturity Date, as the

  

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case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes
represented thereby. The principal and interest on Notes in certificated form shall be payable at the office of the Paying Agent. 
 Section 2.14. CUSIP Number. 
 The Issuers in issuing the Notes may use “CUSIP,”
“ISIN” or such other numbers, and if so, the Trustee shall use such CUSIP, ISIN or such other numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP, ISIN or such other numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuers shall
promptly notify the Trustee of any change in the CUSIP, ISIN or such other number. 
 Section 2.15. Book-Entry Provisions for Global
Notes. 
 (a) Each Global Note initially shall (i) be registered in the name of the Depository or the nominee of such
Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. 
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under any Global Note, and the Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of each Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. 
 (b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in any Global Note may be transferred or, subject to
Section 2.01, exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof. In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in U.S. Global Notes or Offshore Global Notes, as the case may be, if (i) the Depository (x) notifies the Issuers that it is unwilling or unable to continue as Depository for the
U.S. Global Notes or the Offshore Global Notes or (y) has ceased to be a clearing company registered under the Exchange Act and, in each case, and a successor depositary is not appointed by the Issuers within 90 days of such notice or
(ii) a Default or an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository or the Trustee to issue Physical Notes. 
 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial
interest in such Global Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and
amount. 
  

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 (d) In connection with the transfer of U.S. Global Notes or Offshore Global Notes, in whole,
to beneficial owners pursuant to paragraph (b), the U.S. Global Notes or the Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall, upon
receipt of an authentication order from the Issuers in the form of an Officers’ Certificate, authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest
in such U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. 
 (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x), (d), (e)(ii) and (f) of Section 2.16, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.17.

 (f) The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 Section 2.16. Registration of Transfers and Exchanges. 
 (a) Transfers to Non-QIB Institutional
Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to any institutional accredited investor (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) (an “Accredited Investor” or an “Institutional Accredited Investor”) which is not a QIB (excluding Non-U.S. Persons): 
 (1) the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such Note bears
the Private Placement Legend, if (x) the proposed transferor has delivered to the Registrar a certificate to that effect substantially in the form of Exhibit C hereto and (y) the proposed transferee has delivered to the Registrar a
certificate substantially in the form of Exhibit D hereto and, at the option of the Issuers, the proposed transferee has delivered to the Registrar and the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in
compliance with the Securities Act and such other certifications, legal opinions or other information that the Issuers may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction
not subject to the registration requirements of the Securities Act; and 
 (2) if the proposed transferor is an
Agent Member holding a beneficial interest in the U.S. Global Note, the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such Note bears a Private Placement Legend upon receipt by the Registrar of
(x) the certificate, if any, required by paragraph (1) above and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures, whereupon (a) the Registrar shall reflect on its books and
records the date and (if the transfer does not involve a transfer of outstanding U.S. Physical Notes) a decrease in the principal amount of the applicable U.S. Global Note in an amount equal to the principal amount of the beneficial interest in such
U.S. Global Note to be transferred, and (b) the Issuers shall execute and the Trustee shall authenticate and make available for delivery one or more U.S. Physical Notes of like tenor and amount. 
  

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 (b) Transfers to QIBs. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note to a QIB (excluding transfers to Non-U.S. Persons): 
 (1) if the
Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register the transfer if the proposed transferor has delivered a certificate
to the effect substantially in the form of Exhibit C hereto or (y) a beneficial interest in the U.S. Global Notes, the transfer of such beneficial interest may be effected only through the book entry system maintained by the Depository;
and 
 (2) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of U.S.
Physical Notes which after transfer are to be evidenced by a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar
shall reflect on its books and records the date and an increase in the principal amount of the applicable U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Notes to be transferred, and the Trustee shall cancel the U.S.
Physical Notes so transferred. 
 (c) Transfers of Interests in the Temporary Offshore Global Notes. The following
provisions shall apply with respect to registration of any proposed transfer of an interest in a Temporary Offshore Global Notes: 
 (1) The Registrar shall register the transfer of any Note (x) if the proposed transferee is a Non-U.S. Person and the proposed transferor has delivered to the Registrar a certificate substantially in
the form of Exhibit E hereto or (y) if the proposed transferee is a QIB and the proposed transferor has delivered to the Registar a certificate to the effect substantially in the form of Exhibit C hereto. 
 (2) If the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents referred to in clause
(1)(y) above and instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Notes in
an amount equal to the principal amount of the Temporary Offshore Global Notes to be transferred, and the Trustee shall decrease the amount of the Temporary Offshore Global Notes. 
 (d) Transfers of Interests in the Permanent Offshore Global Notes or Unlegended Offshore Physical Notes. The following provisions
shall apply with respect to any transfer of beneficial interests in Permanent Offshore Global Notes or unlegended Offshore Physical Notes. The Registrar shall register the transfer of any such Note without requiring any additional certification.

 (e) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a
Note to a Non-U.S. Person: 
 (1) Prior to the 41st day after the Issue Date, the Registrar shall register any
proposed transfer of a Note to a Non-U.S. Person upon receipt of certificates to that effect substantially in the forms of Exhibit C and Exhibit E hereto from the proposed transferor, and at the option of the Issuers, the proposed
transferee has delivered to the Registrar and the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Issuers
may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. 
  

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 (2) On and after the 41st day after the Issue Date, the Registrar shall
register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of certificates to that effect substantially in the forms of Exhibit C and
Exhibit E hereto from the proposed transferor, and at the option of the Issuers, the proposed transferee has delivered to the Registrar and the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance
with the Securities Act and such other certifications, legal opinions or other information that the Issuers may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject
to the registration requirements of the Securities Act. 
 (3)(a) If the proposed transferor is an Agent Member
holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by clause (2) above and (y) instructions in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be
transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel
the U.S. Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note. 
 (f) Private Placement
Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver only Notes that bear the Private Placement Legend unless, and the Trustee is hereby authorized to deliver Notes without the Private Placement Legend if,
(i) the Resale Restriction Termination Date shall have occurred, (ii) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Issuers and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act. 
 (g) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 
 None of the Issuers, the Trustee, any agent of the Issuers or the Trustee (including any Paying Agent or Registrar) will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests. 
 The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members

  

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or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 hereof or this Section 2.16. The Issuers shall have the right to
inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 
 Section 2.17. Restrictive Legends. 
 Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective registration statement under the Securities Act pursuant to the Registration Rights Agreement, (i) the U.S. Global Notes and U.S. Physical Notes shall bear the legend set
forth below (the “Private Placement Legend”) on the face thereof and (ii) the Offshore Physical Notes, until at least the 41st day after the Issue Date and receipt by the Issuers and the Trustee of a certificate substantially
in the form of Exhibit E hereto, and the Temporary Offshore Global Notes shall bear the legend set forth below on the face thereof. 
 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO US AND SUCH
CERTIFICATIONS AND OTHER DOCUMENTS THAT WE MAY REASONABLY REQUIRE), (2) TO THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE 
  

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REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE
144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. 
 Each Global Note shall also bear the following legend:

 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE. 
 Each Regulation S Temporary Global Note shall bear a legend in substantially the following form: 
 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF
THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT. 
 Each Global
Note issued with original issue discount shall also bear the following legend: 
 THIS NOTE IS ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH
INFORMATION TO THE ISSUERS AT THE FOLLOWING ADDRESS: 311 VETERANS HIGHWAY, SUITE B, LEVITTOWN, PENNSYLVANIA 19056, ATTENTION: CHIEF FINANCIAL OFFICER. 
  

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 ARTICLE 3 
 REDEMPTION 
 Section 3.01. Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to paragraph 5 of the Notes, at least 60 days prior to the Redemption Date or during such other
period as the Trustee may agree to, the Issuers shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price, and deliver to the Trustee an Officers’ Certificate stating that
such redemption will comply with the conditions contained herein and in the Notes, as appropriate. 
 Section 3.02. Selection of Notes
To Be Redeemed. 
 In the event that less than all of the Notes are to be redeemed at any time, selection of the Notes to be
redeemed shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national security exchange, on a pro
rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, that if a partial
redemption is made with the proceeds of any Qualified Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable
(for the avoidance of doubt any redemption for all and less than all Notes shall be subject to the procedures of the Depository), unless such method is otherwise prohibited. A new Note in a principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon delivery of the original Note to the Paying Agent and cancellation of the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for
redemption as long as the Issuers have deposited with the Paying Agents funds in U.S. legal tender in satisfaction of the applicable Redemption Price pursuant to this Indenture. 
 Section 3.03. Notice of Redemption. 
 (a) Notice of redemption shall be
given by the Issuers and shall be mailed by first class mail (or, if the Notes are held in book–entry form, sent by electronic transmission) at least 30 but not more than 60 days before the Redemption Date to each Holder to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. 
 (b)
The notice shall identify the Notes to be redeemed (including the CUSIP, ISIN or other number(s) thereof) and shall state: 
 (1) the Redemption Date; 
  

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 (2) the Redemption Price and the amount of accrued interest, if any, to be
paid; 
 (3) that, if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in
principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued;

 (4) the name, address and telephone number of the Paying Agent; 
 (5) that Notes called for redemption must be surrendered to the Paying Agent at the address specified to collect the
Redemption Price plus accrued interest, if any; 
 (6) that, unless the Issuers default in making the redemption
payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender
of the Notes to the Paying Agent; 
 (7) the subparagraph of the Notes pursuant to which the Notes called for
redemption are being redeemed; and 
 (8) if fewer than all the Notes are to be redeemed, the identification of
the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption. 
 Section 3.04. Effect of Notice of Redemption. 
 Once the notice of redemption described in Section 3.03 hereof is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price, including any premium,
plus accrued interest to the Redemption Date, if any. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price, including any premium, plus accrued interest to the Redemption Date, if any; provided that if the
Redemption Date is after a Record Date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant Record Date. 
 Section 3.05. Deposit of Redemption Price. 
 (a) On or prior to 10:00 a.m., New York City time, on each Redemption Date, the Issuers shall have deposited with the Paying Agent in immediately available funds U.S. legal tender sufficient to pay
the Redemption Price of and accrued interest on all Notes to be redeemed on that date. 
 (b) On and after any Redemption Date,
if U.S. legal tender sufficient to pay the Redemption Price of and accrued interest on Notes called for redemption shall have been made available in accordance with clause (a), the Notes called for redemption will cease to accrue interest and the
only right of the Holders of such Notes will be to receive payment of the Redemption Price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note called for redemption
shall not be so paid, interest will continue to accrue and be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case, at the rate and
in the manner provided for in Section 2.12 hereof. 
  

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 Section 3.06. Notes Redeemed in Part. 
 Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for a Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01. Payment of Notes. 
 The Issuers shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An
installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds, for the benefit of the Holders, on that date U.S. legal tender designated for and sufficient to pay such installment in full
and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture. 
 The Issuers shall pay
interest on overdue principal and interest on overdue interest, to the extent lawful as provided for in Section 2.12 hereof. 
 Section 4.02. Reports to Holders. 
 (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Partnership shall furnish to the Holders of Notes or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods applicable to a
non-accelerated filer under Section 13(a) or 15(d) of the Exchange Act: 
 (1) all quarterly and annual
financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Partnership were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Partnership’s certified independent accountants; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Partnership were required to file
these reports. 
 (b) For so long as any Notes remain outstanding, the Partnership shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) Notwithstanding anything to the contrary, the Partnership shall be deemed to have complied with its obligations in the preceding two paragraphs following the filing of the Exchange Offer Registration
Statement and prior to the effectiveness thereof if the Exchange Offer Registration Statement includes the information specified in clause (1) above at the times it would otherwise be required to file such Forms. If the Partnership has complied
with the reporting requirements of Section 13

  

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or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed electronically with the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any
successor system), the reports described herein with respect to the Partnership (including any consolidating financial information required by Regulation S-X relating to the Partnership and the Subsidiary Guarantors), the Partnership shall be deemed
to be in compliance with the provisions of this Section 4.02. 
 Section 4.03. Waiver of Stay, Extension or Usury Laws.

 The Issuers covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, or plead (as a
defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive the Issuers from paying all or any portion of the principal of,
premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so)
the Issuers hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted. 
 Section 4.04. Compliance Certificate; Notice of Default. 
 (a) The Issuers shall deliver to the Trustee, within 90 days after the end of the Partnership’s fiscal year an Officers’
Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Partnership) stating that a review of the activities of the Partnership and its Subsidiaries during
such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the Partnership have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating,
as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or
proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes are prohibited or if such
event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Partnership elect to change the manner in which it
fixes its fiscal year end. 
 (b)(i) If any Default or Event of Default has occurred and is continuing or (ii) if any
Holder seeks to exercise any remedy hereunder with respect to a claimed default under this Indenture or the Notes, the Issuers shall deliver to the Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or
facsimile transmission followed by hard copy by overnight courier, registered or certified mail an Officers’ Certificate specifying such Default or Event of Default, notice or other action, the status thereof and what action the Issuers are
taking or proposes to take within five Business Days of their becoming aware of such occurrence. 
 Section 4.05. Payment of Taxes and
Other Claims. 
 The Issuers and the Partnership shall pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it

  

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or any of its Subsidiaries or properties of it or any of its Subsidiaries and (ii) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the
property of the Issuers, the Partnership or any of its Subsidiaries; provided, however, that the Issuers and Partnership shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted for which adequate reserves, to the extent required under GAAP, have been taken. 
 Section 4.06. Corporate Existence. 
 Subject to Article 5 hereof, the Issuers and the Partnership shall each do or cause to be done all things necessary to preserve and keep in full force and effect (i) their corporate, limited
partnership or limited liability company existence, and the corporate, partnership or limited liability company or other existence of each Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time
to time) of each Subsidiary and (ii) the material rights (charter and statutory), licenses and franchises of the Issuers, the Partnership and its Subsidiaries except where the failure to preserve and keep in full force and effect any such
rights, licenses and franchise shall not have a material adverse effect on the financial condition, business, operations or prospects of the Issuers, the Partnership and its Subsidiaries taken as a whole; and provided that the Partnership
shall not be required to preserve any such right, license or franchise, or the corporate, limited liability company, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Partnership shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Issuers, the Partnership and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders. 
 Section 4.07. Maintenance of Office or Agency. 
 The Issuers shall maintain an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Issuers
in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Corporate Trust Office of the Trustee. 
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations. The Issuers shall give prompt written notice to the Trustee of such designation or rescission and of any change in the location of any such other office or agency.

 Section 4.08. Compliance with Laws. 
 The Issuers shall comply, and shall cause each of their Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and
municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of the Issuers, the Partnership and its Subsidiaries taken as a whole. 
  

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 Section 4.09. Maintenance of Properties and Insurance. 
 (a) The Issuers and the Partnership shall cause all material properties owned by or leased by them or any of their Subsidiaries used or
useful to the conduct of the Issuers’ or Partnership’s business or the business of any of its Subsidiaries to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall cause to
be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 4.09 shall prevent the Issuers, the Partnership or any of their Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if
such discontinuance or disposal is, in the judgment of the Board of Directors of the Issuers or the Partnership or of the Board of Directors of any Subsidiary of the Partnership concerned, or of an officer (or other agent employed by the Issuers,
the Partnership or of any of its Subsidiaries) of the Issuers, the Partnership or any of their Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Issuers, the Partnership or any
Subsidiary of the Issuers, and if such discontinuance or disposal is not adverse in any material respect to the Holders. 
 (b)
The Issuers and the Partnership shall maintain, and shall cause their respective Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation and interruption of business insurance. 
 Section 4.10. Limitations on Additional Indebtedness. 
 (a) The Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided that the Partnership or
any other Guarantor may incur additional Indebtedness and any Restricted Subsidiary may incur Acquired Indebtedness, in each case, if, (x) after giving effect thereto, the Consolidated Interest Coverage Ratio of the Partnership and the
Restricted Subsidiaries would be at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds) (the “Coverage Ratio Exception”) and (y) no Default shall have occurred and be continuing
or would occur as a consequence of incurring the Indebtedness or transactions relating to such incurrence. 
 (b)
Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): 
 (1) Indebtedness of the Partnership or any Restricted Subsidiary under the Credit Facilities (it being understood that the Credit Agreement as in effect on the Issue Date is a “Credit Facility” permitted to be incurred
under this clause (1)) in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $100.0 million, less, to the extent a permanent repayment and/or commitment reduction is required thereunder as a result of
application of Net Available Proceeds applied to repayment, the aggregate amount of Net Available Proceeds applied to repayments under the Credit Facilities in accordance with Section 4.12 or (ii) at the time of incurrence thereof, two
times the Consolidated Cash Flow of the Partnership and its Restricted Subsidiaries for the four full fiscal quarters for which financial statements are available determined on a pro forma basis as set forth in the definition of Consolidated
Interest Coverage Ratio; 
  

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 (2) the Notes issued on the Issue Date and the Note Guarantees and the
Exchange Notes and the Note Guarantees in respect thereof to be issued pursuant to the Registration Rights Agreement; 
 (3) Indebtedness of the Partnership and the Restricted Subsidiaries to the extent outstanding on the Issue Date (including, without limitation, the Series B Notes and the Series C Notes) after giving effect to the intended use of proceeds
of the Notes (other than Indebtedness referred to in clause (1), (2) or (5)); 
 (4) Indebtedness under
Hedging Obligations entered into for bona fide hedging purposes of the Partnership or any Restricted Subsidiary not for the purpose of speculation; provided that in the case of Hedging Obligations relating to interest rates, (a) such
Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this Section 4.10 and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal
amount of the Indebtedness to which such Hedging Obligations relate; 
 (5)(x) Indebtedness of the Partnership
owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Partnership or any other Restricted Subsidiary and (y) Guarantees by the Partnership of any Indebtedness of a Restricted Subsidiary and Guarantees by any
Restricted Subsidiary that is a Guarantor of any Indebtedness of the Partnership or any other Restricted Subsidiary that is a Guarantor; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary
or such Indebtedness being owed to any Person other than the Partnership or a Restricted Subsidiary, the Partnership or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (5);

 (6) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Partnership or
any Restricted Subsidiary in the ordinary course of business, including Guarantees or obligations of the Partnership or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case
other than for an obligation for money borrowed); 
 (7) Purchase Money Indebtedness incurred by the Partnership
or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of $7.5 million and 1.0% of Consolidated Net Tangible Assets; 
 (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

 (9) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of
business; 
 (10) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio
Exception or clause (2) or (3) above or this clause (10); 
 (11) Indebtedness arising or in connection
with the Guarantee of Indebtedness of the General Partner incurred to maintain its interest in the Partnership upon the issuance of Equity Interests by the Partnership, in an aggregate amount not to exceed $2.0 million at any time outstanding;

  

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 (12) Indebtedness of the Company or any Restricted Subsidiary in an
aggregate amount not to exceed at any time outstanding the greater of $10.0 million and 2.00% of Consolidated Net Tangible Assets; and 
 (13) unsecured Indebtedness of the Partnership or any if its Restricted Subsidiaries to Cemetery Non-Profits in connection with a Cemetery Management or Operating Agreement. 
 For purposes of determining compliance with this Section 4.10, in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in clauses (1) through (13) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Partnership shall, in its sole discretion, classify such item of
Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness outstanding under the Credit Facilities on the Issue Date shall be deemed to have been incurred under clause
(1) above and the Series B Notes and Series C Notes outstanding on the Issue Date shall be deemed to have been incurred under clause (3) above, and may later reclassify any item of Indebtedness described in clauses
(1) through (13) above (provided that at the time of reclassification it meets the criteria in such category or categories). In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.10,
Guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. 

Section 4.11. Limitations on Restricted Payments. 
 (a) The Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to such Restricted
Payment, (i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) either: 
 (1) if (i) the Consolidated Interest Coverage Ratio for the Partnership’s four most recent fiscal quarters for which internal financial statements are available is not less than 1.85 to 1.0 and
(ii) the Consolidated Leverage Ratio of the Partnership for the four most recent fiscal quarters for which internal financial statements are available is no greater than 4.75 to 1.0, such Restricted Payment, together with the aggregate amount
of all other Restricted Payments made by Partnership and its Restricted Subsidiaries during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of: 
 (A) Available Cash from Operating Surplus as of the end of the immediately preceding quarter, plus  
 (B) the sum of (i) the aggregate net cash proceeds of any (1) substantially concurrent capital contribution to the
Partnership from any Person made on or after the Issue Date or (2) substantially concurrent issuance and sale (other than to a Restricted Subsidiary of Partnership) made on or after the Issue Date of Qualified Equity Interests of the
Partnership or from the issuance or sale made on or after the Issue Date of convertible or exchangeable Disqualified Equity Interests or convertible or exchangeable debt securities of the Partnership that have been converted into or exchanged for
such Equity Interests (other than Disqualified Equity Interests) (with a Restricted Payment being deemed

  

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substantially concurrent if such capital contribution, issuance, sale, conversion or exchange occurs within 120 days of such Restricted Payment), other than (A) any such proceeds which are
used to redeem Notes in accordance with subclause (c) of paragraph 5 of the Note, or (B) any such proceeds or assets received from a Subsidiary of the Partnership, plus  
 (C) to the extent that any Investment that was treated as a Restricted Payment and that was made on or after the Issue Date
is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the lesser of the refund of capital or similar payment made in cash or Cash Equivalents with respect to such Investment (less the cost of such
disposition, if any) and the initial amount of such Investment that was treated as a Restricted Payment (other than to a Restricted Subsidiary of Partnership), plus  
 (D) the net reduction in Investments treated as Restricted Payments resulting from dividends, repayments of loans or
advances, or other transfers of assets in each case to Partnership or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries (items (B), (C) and (D) being referred to as “Incremental Funds”), minus  
 (E) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) or clause (2) below; or 
 (2) if (i) the Consolidated Interest Coverage Ratio for the Partnership’s four most recent fiscal quarters for
which internal financial statements are available is less than 1.85 to 1.0 or (ii) the Consolidated Leverage Ratio of the Partnership for the four most recent fiscal quarters for which internal financial statements are available is greater than
4.75 to 1.0, such Restricted Payment together with the aggregate amount of all other Restricted Payments made by the Partnership and its Restricted Subsidiaries during the quarter in which such Restricted Payment is made (such Restricted Payments
for purposes of this clause (2) meaning only distributions on common units of the Partnership, plus the related distribution on the general partner interest) is less than the sum, without duplication, of: 
 (A) $15.0 million less the aggregate amount of all prior Restricted Payments made by the Partnership and its Restricted
Subsidiaries pursuant to this clause (2)(A) since the Issue Date, plus 
 (B) Incremental Funds to the
extent not previously expended pursuant to this clause (2) or clause (1) above. 
 For the avoidance of doubt, Incremental Funds can
only be used under clause (1) above if they have not been otherwise included in Available Cash from Operating Surplus. 
 (b) The foregoing provisions shall not prohibit: 
 (1) the payment by the Partnership or any Restricted
Subsidiary of any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; 
  

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 (2) the redemption, repurchase, retirement, defeasance or other acquisition
for value of any Equity Interests of the Partnership or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests; provided however, that the amount of any such
net cash proceeds that are utilized for any such redemption, shall be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds; 
 (3) the redemption, repurchase, retirement, defeasance or other acquisition for value of Subordinated Indebtedness of the
Partnership or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (with an exchange or sale being deemed substantially concurrent if such
redemption, retirement, defeasance or other acquisition for value occurs within 120 days of such sale); provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition for value shall be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds; (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence
of, Refinancing Indebtedness permitted to be incurred under Section 4.10 and the other terms of this Indenture or (c) upon a Change of Control or in connection with an Asset Sale to the extent required by the agreement governing such
Subordinated Indebtedness but only if the Partnership shall have complied with Section 4.12 and Section 4.15 and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming such Subordinated Indebtedness;

 (4) the payment of any dividend or distribution by a Restricted Subsidiary of the Partnership to the holders
of its Equity Interests on a pro rata basis; or 
 (5) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Partnership or any Restricted Subsidiary of the Partnership pursuant to any director or employee equity subscription agreement or equity option agreement or other employee benefit plan or to
satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed $2.5 million in any calendar year, with any portion of such $2.5 million amount that is unused in any calendar year to be carried forward to the next calendar years and added to such amount; provided further that such amount in any calendar
year may be increased by an amount not to exceed (a) the cash proceeds received by the Partnership or any of the Restricted Subsidiaries from the sale of Equity Interests of the Partnership to members of management or directors of the
Partnership or its Affiliates that occurs on or after the Issue Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (1)(B) of
clause (a) above), plus (b) the cash proceeds of key man life insurance policies received by the Partnership or any of the Restricted Subsidiaries after the Issue Date; 
 (6) any repurchases, redemptions or other acquisitions or retirements for value of Equity Interests made in lieu of
withholding taxes in connection with any exercise or exchange of warrants, options or rights to acquire Equity Interests; 
 (7) in connection with an acquisition by the Partnership or any of its Restricted Subsidiaries, the return to the Partnership or any of its Restricted Subsidiaries of Equity Interests of the Partnership
or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims; 
  

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 (8) payments or distributions to dissenting stockholders pursuant to
applicable law or in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets; 
 (9) the declaration and payment of scheduled or accrued dividends to holders of any class of or series of Disqualified Equity
Interests of the Company or any of its Restricted Subsidiaries issued on or after the Issue Date in accordance with Section 4.10 (all such payments and other actions set forth in clauses (1) through (9) above being collectively
referred to as “Restricted Payments”). 
 In computing the amount of Restricted Payments previously made for
purposes of clause (a) of this Section 4.11, Restricted Payments made under clauses (1) (but only if the declaration of such dividend or other distribution has not been counted in a prior period) and, to the extent of amounts paid to
holders other than Partnership or a Restricted Subsidiary, (4) and (5) of clause (b) shall be included, and Restricted Payments made under clauses (2) and (3) and, except to the extent noted above, (4), (6), (7), (8), and
(9) of clause (b) shall not be included. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by
Partnership or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.11 shall be determined, in the case of amounts
under $2.5 million, by an Officer of the Partnership and, in the case of amounts over $2.5 million, by the Board of Directors of the Partnership whose resolution with respect thereto shall be delivered to the Trustee. 
 For the purposes of determining compliance with this Section 4.11, if a Restricted Payment meets the criteria of more than one of the
categories of Restricted Payments described in clauses (1) through (9) of clause (b), the Partnership shall be permitted to classify (or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that
complies with this Section 4.11. 
 Section 4.12. Limitations on Asset Sales. 
 (a) The Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

 (1) the Partnership or such Restricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the assets included in such Asset Sale; and 
 (2) at least 75% of the
total consideration in such Asset Sale consists of cash or Cash Equivalents. 
 For purposes of clause (2), the following shall
be deemed to be cash: 
 (A) the amount (without duplication) of any Indebtedness (other than Subordinated
Indebtedness) of the Partnership or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Partnership or such Restricted Subsidiary, as the case may be, is unconditionally released by
the holder of such Indebtedness, 
 (B) the amount of any obligations received from such transferee that are
within 30 days after such Asset Sale converted by the Partnership or such Restricted Subsidiary to cash (to the extent of the cash actually so received), 
  

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 (C) the Fair Market Value of (i) any assets (other than securities)
received by the Partnership or any Restricted Subsidiary to be used by it in a Permitted Business, (ii) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted
Subsidiary immediately upon the acquisition of such Person by the Partnership or (iii) a combination of (i) and (ii), and 
 (D) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash
Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed the greater of (x) $10.0 million or (y) 1.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash
Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. 
 (b) If at any time any non-cash consideration received by the Partnership or any Restricted Subsidiary, as the case may be, in connection
with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.12. 
 (c) If the Partnership or any Restricted Subsidiary engages in an Asset Sale, the Partnership or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or
any of the Net Available Proceeds therefrom to: 
 (1) satisfy all mandatory repayment obligations under the
Credit Agreement arising by reason of such Asset Sale, and in the case of any such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; 
 (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; 
 (3)(A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities) to be
used by the Partnership or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted
Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); and/or 
 (4) make a Net Proceeds Offer (and redeem Pari Passu Indebtedness) in accordance with the procedures described below and in this Indenture. 
 The amount of Net Available Proceeds not applied or invested as provided in this paragraph shall constitute “Excess Proceeds.” 
 (d) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Issuers shall be required to make an offer to purchase
from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Partnership the provisions of which require the Partnership to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do
so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: 
 (1) the Issuers shall (A) make an offer to purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in this Indenture, and (B) redeem (or
make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu
Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds; 
  

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 (2) the offer price for the Notes shall be payable in cash in an amount
equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance
with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

 (3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the
pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and 
 (4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

 To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the
aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Partnership or the
applicable Restricted Subsidiary may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. 
 In the event of the transfer of substantially all (but not all) of the assets of the Partnership and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in
accordance with Section 5.01, the successor shall be deemed to have sold for cash at Fair Market Value the assets of the Partnership and the Restricted Subsidiaries not so transferred for purposes of this Section 4.12, and the successor
shall comply with the provisions of this Section 4.12 with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose). 
 The Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other
applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.12, the Issuers shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.12 by virtue of this compliance. 
 Section 4.13. Limitations on Transactions with Affiliates. 
 (a) The
Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets
from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: 
  

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 (1) such Affiliate Transaction is on terms that are no less favorable to the
Partnership or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Partnership or that Restricted Subsidiary from a Person that is not an Affiliate
of the Partnership or that Restricted Subsidiary; and 
 (2) the Partnership delivers to the Trustee: 

(A) with respect to any Affiliate Transaction involving aggregate value in excess of $5.0 million, an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the disinterested members of the
Board of Directors of the Partnership approving such Affiliate Transaction; and 
 (B) with respect to any
Affiliate Transaction involving aggregate value of $10.0 million or more, the certificates described in the preceding clause (a) and a written opinion as to the fairness of such Affiliate Transaction to the Partnership or such Restricted
Subsidiary from a financial point of view issued by an Independent Financial Advisor to the Board of Directors of the Partnership. 
 (b) The foregoing restrictions shall not apply to: 
 (1) transactions exclusively between or among
(A) the Partnership and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Partnership (other than another Restricted Subsidiary) owns Equity Interests of any such
Restricted Subsidiary; or 
 (2) customary director, officer and employee compensation (including bonuses) and
other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements; 
 (3) Restricted Payments that are permitted by Section 4.11 and Permitted Investments; 
 (4) such
Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Partnership, the Company or any Restricted Subsidiary where such Person is treated no more favorably than the holders of Indebtedness or
Equity Interests of the Company or any Restricted Subsidiary who are unaffiliated with the Company and its Restricted Subsidiaries; 
 (5) the existence of, or the performance by the Partnership or any Restricted Subsidiary of their obligations under the terms of, (i) any agreements that (x) are described in the Annual Report
on Form 10-K of the Partnership for the year ended December 31, 2008 under the heading “Certain Relationships and Related Party Transactions, and Director Independence” to which it is a party on the terms described in such Annual
Report on Form 10-K or (y) form part of an Affiliate Transaction that meets the requirements of subclauses (1) and (2) of clause (a) of this Section 4.13, or (ii) any amendments to such agreements that are not less
favorable to the Holders in any material respect; and 
  

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 (6) transactions between or among the Partnership or any of its Restricted
Subsidiaries and a Cemetery Non-Profit in connection with a Cemetery Management or Operating Agreement. 
 Section 4.14. Limitation on
Liens. 
 The Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create,
incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of the Partnership or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary), whether owned at
the Issue Date or thereafter acquired, which Lien secures Indebtedness or trade payables, unless contemporaneously therewith: 
 (a) in the case of any Lien securing an obligation that ranks pari passu with the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, at
least equally and ratably with or prior to such obligation with a Lien on the same assets of the Partnership or such Restricted Subsidiary, as the case may be; and 
 (b) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee,
effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same assets of the Partnership or such Restricted Subsidiary, as the case may be, that is prior to the Lien securing such subordinated
obligation, 
 in each case, for so long as such obligation is secured by such Lien. 
 Section 4.15. Change of Control. 
 (a) Upon the occurrence of any Change of Control, each Holder shall have the right to require that the Issuers purchase that Holder’s Notes for a cash price (the “Change of Control Purchase
Price”) equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. 
 (b) Within 30 days following any Change of Control, the Issuers shall mail, or caused to be mailed, to the Holders a notice: 
 (1) describing the transaction or transactions that constitute the Change of Control; 
 (2) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a
“Change of Control Offer”), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price,
all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and 
 (3) describing the
procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law. 
 (c) The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.

  

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 (d) If a Change of Control Offer is made, there can be no assurance that the Issuers shall
have available funds sufficient to pay for all or any of the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In addition, we cannot assure you that in the event of a Change of Control the Issuers shall be able
to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer. 
 (e) The provisions of this Section 4.15 that require us to make a Change of Control Offer following a Change of Control shall be
applicable regardless of whether any other provisions of this Indenture are applicable to the transaction giving rise to the Change of Control. Except as described above with respect to a Change of Control, this Indenture does not contain provisions
that permit the Holders of the Notes to require that the Issuers purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. 
 (f) The Issuers’ obligation to make a Change of Control Offer shall be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the
requirements applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. 
 (g) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if notice of redemption has been given
pursuant to this Indenture, unless and until there is a default in payment of the applicable redemption price. 
 (h) The
Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-l under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15 the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their
obligations under this Section 4.15 by virtue of this compliance. 
 Section 4.16. Limitations on Dividend and Other Restrictions
Affecting Restricted Subsidiaries. 
 The Partnership shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 
 (a) pay dividends or make any other distributions on or in respect of its Equity Interests; 
 (b) make loans or advances or pay any Indebtedness or other obligation owed to the Partnership or any other Restricted
Subsidiary; or 
 (c) transfer any of its assets to the Partnership or any other Restricted Subsidiary; except
for: 
 (1) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or
order, licenses, permits or similar governmental, judicial or regulatory restriction (including without limitation with respect to funds the Partnership or its Restricted Subsidiaries have deposited into perpetual care trusts and merchandise funds
trusts); 
  

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 (2) encumbrances or restrictions existing under this Indenture, the Notes
and the Note Guarantees; 
 (3) non-assignment provisions of any contract or any lease entered into in the
ordinary course of business; 
 (4) encumbrances or restrictions existing under agreements existing on the date
of this Indenture (including, without limitation, the Credit Facilities) as in effect on that date; 
 (5)
restrictions relating to any Lien permitted under this Indenture imposed by the holder of such Lien; 
 (6)
restrictions imposed under any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; 
 (7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or
assets of the Person so acquired; 
 (8) any other agreement governing Indebtedness entered into after the Issue
Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on
the Issue Date; 
 (9) customary provisions in partnership agreements, limited liability company organizational
governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar
Person; 
 (10) Purchase Money Indebtedness incurred in compliance with Section 4.10 that imposes
restrictions of the nature described in clause (c) above on the assets acquired; 
 (11) restrictions on
cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; and 
 (12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such
amendments or refinancings are, in the good faith judgment of the Partnership’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. 

 

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 Section 4.17. [RESERVED]. 
 Section 4.18. Conduct of Business. 
 The Partnership shall not, and
shall not permit any Restricted Subsidiary to, engage in any business other than the Permitted Business. 
 Section 4.19. Limitations on
Designation of Unrestricted Subsidiaries. 
 (a) The Partnership may designate any Subsidiary (including any newly formed or
newly acquired Subsidiary) of the Partnership as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: 
 (1) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and

 (2) the Partnership would be permitted to make, at the time of such Designation, (a) a Permitted
Investment or (b) an Investment pursuant to clause (a) of Section 4.11, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Partnership’s proportionate interest in such
Subsidiary on such date. 
 (b) No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such
Subsidiary: 
 (1) is not party to any agreement, contract, arrangement or understanding with the Partnership or
any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Partnership or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates; and 
 (2) is a Person with respect to which neither the Partnership nor any Restricted Subsidiary
have any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results.

 (c) If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if
the Indebtedness is not permitted to be incurred under Section 4.10 or the Lien is not permitted under Section 4.14, the Partnership shall be in default of the applicable Section. 
 (d) The Partnership may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

 (1) no Default shall have occurred and be continuing at the time of and after giving effect to such
Redesignation; and 
 (2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding
immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture. 
  


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 (e) All Designations and Redesignations must be evidenced by resolutions of the Board of
Directors of the Partnership, delivered to the Trustee certifying compliance with the foregoing provisions. 
 Section 4.20. Additional
Note Guarantees. 
 If, after the Issue Date, the Partnership or any of its Restricted Subsidiaries acquires or creates
another Subsidiary (other than a Subsidiary that has been designated an Unrestricted Subsidiary) and such Subsidiary Guarantees or incurs any Indebtedness under a Credit Facility, then that newly acquired or created Subsidiary shall become a
Subsidiary Guarantor within 30 days of the date on which it Guaranteed such other Indebtedness or become a borrower under such other Indebtedness and, the Partnership shall cause such Restricted Subsidiary to: 
 (a) execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall
unconditionally Guarantee all of the Issuers’ obligations under the Notes and this Indenture; and 
 (b)
deliver to the Trustee one or more opinions of counsel that such supplemental indenture (1) has been duly authorized, executed and delivered by such Restricted Subsidiary and (2) constitutes a valid and legally binding obligation of such
Restricted Subsidiary in accordance with its terms. 
 ARTICLE 5 
 SUCCESSOR CORPORATION 
 Section 5.01. Limitations on Mergers,
Consolidations, Etc. 
 (a) None of the Issuers may, directly or indirectly, in a single transaction or a series of related
transactions, consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuers and the Restricted Subsidiaries (taken as a whole) unless:

 (1) either: 
 (A) such Issuer shall be the surviving or continuing Person; or 
 (B) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (collectively, the “Successor”) is a Person organized and existing under the
laws of any State of the United States of America or the District of Columbia (provided that the Cornerstone Co and Osiris Co may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as
the Company is not a corporation), and the Successor expressly assumes, by supplemental indenture or other agreements, all of the obligations of such Issuers under the Notes, this Indenture and the Registration Rights Agreement; 
 (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set
forth in Section 5.01(a)(1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, 
  

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 (A) no Default shall have occurred and be continuing; and 
 (B) the Partnership or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception. 
 (b) The Partnership shall not, directly or indirectly, in a single transaction or a series of
related transactions, consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of Partnership and its Subsidiaries (taken as a whole) unless:

 (1) either: 
 (A) the Partnership shall be the surviving or continuing Person; or 
 (B) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (collectively, the “Parent Successor”) is a corporation, limited liability
company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Parent Successor (unless the Parent Successor is an Issuer) expressly assumes, by supplemental
indenture or other agreements, all of the obligations of Partnership under the Notes, this Indenture and the Registration Rights Agreement; and 
 (2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing. 
 (c) Except as provided in Section 10.06, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, unless: 

(1) either: 
 (A) such Subsidiary Guarantor shall be the surviving or continuing Person; or 
 (B) the Person formed by or surviving any such consolidation or merger is another Subsidiary Guarantor or assumes, by supplemental indenture or other agreements, all of the obligations of such Guarantor
under the Note Guarantee of such Guarantor, this Indenture and the Registration Rights Agreement, and, in the case of a consolidation or merger with Partnership, is a corporation, limited liability company or limited partnership, organized and
existing under the laws of any State of the United States of America or the District of Columbia; and 
 (2)
immediately after giving effect to such transaction, no Default shall have occurred and be continuing. 
 (d) For purposes of
the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which
constitute all or substantially all of the properties and assets of the Partnership, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuers or Parent, as the case may be. 
  

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 (e) Notwithstanding the foregoing, the Partnership is permitted to reorganize as any other
form of entity in accordance with the procedures established in this Indenture, provided that: 
 (1) the
reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or otherwise) of the Partnership into a form of entity other than a limited partnership formed under Delaware law; 
 (2) the entity so formed by or resulting from such reorganization is a Person organized or existing under the laws of the
United States, any State thereof or the District of Columbia; 
 (3) the entity so formed by or resulting from
such reorganization assumes all of the obligations of the Partnership under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture or other agreements; 
 (4) immediately after such reorganization no Default or Event of Default exists; and 
 (5) such reorganization is not materially adverse to the Holders of the Notes (for purposes of this clause (5) it is
stipulated that such reorganization shall not be considered materially adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (A) is subject to federal or state income taxation as an entity or
(B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any similar state or local law). 

(f) Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in
one transaction or a series of transactions, all or substantially all of its assets to the Partnership or another Restricted Subsidiary. 
 Section 5.02. Successor Person Substituted. 
 Upon any consolidation, combination or merger of the
Partnership or a Subsidiary Guarantor, or any transfer of all or substantially all of the assets of the Partnership in accordance with Section 5.01, in which the Partnership or such Subsidiary Guarantor is not the continuing obligor under the
Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Partnership or such Guarantor is merged or the Person to which the conveyance, lease or transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Partnership or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Partnership or such Subsidiary Guarantor
and, except in the case of a lease, the Partnership or such Subsidiary Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be,
and all of the Partnership’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable. 
  

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 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01. Events of Default. 
 Each of the following is an “Event of Default”: 
 (a) failure by the Issuers to pay interest on any of the Notes when it becomes due and payable and the continuance of any
such failure for 30 days; 
 (b) failure by the Issuers to pay the principal on any of the Notes when it becomes
due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise; 
 (c) failure by the Issuers to comply with any of their agreements or covenants described above in Section 5.01 or in respect of their obligations to purchase Notes when required by a Change of Control Offer as described in
Section 4.15; 
 (d) failure by the Partnership or the Issuers to comply with any other agreement or
covenant in this Indenture and continuance of this failure for 60 days after notice of the failure has been given to the Partnership by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

 (e) failure by Partnership to perform or comply with Section 4.02 and continuance of such failure to
perform or comply for a period of 120 days after written notice thereof has been given to the Partnership by the Trustee or by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 
 (f) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there
may be secured or evidenced Indebtedness of the Partnership or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default: 
 (1) is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period
and any extensions thereof, 
 (2) results in the acceleration of such Indebtedness prior to its express final
maturity, or 
 (3) results in the commencement of judicial proceedings to foreclose upon, or to exercise
remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and 
 in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (1), (2) or (3) has occurred and is continuing, aggregates $7.5 million or more;
provided, however, that if, prior to any acceleration of the Notes, (i) any such default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid during the
30 day period commencing upon the end

  

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of any applicable grace period for such default or the occurrence of such acceleration of such Indebtedness, as applicable, any Default or Event of Default (but not any acceleration) caused by
such Payment Default or acceleration of such Indebtedness shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law; 
 (g) one or more judgments or orders that exceed $7.5 million in the aggregate (net of amounts covered by insurance or bonded)
for the payment of money have been entered by a court or courts of competent jurisdiction against the Partnership or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of
being entered; 
 (h) the Partnership or any Significant Subsidiary or the General Partner pursuant to or within
the meaning of any Bankruptcy Law: 
 (1) commences a voluntary case, 
 (2) consents to the entry of an order for relief against it in an involuntary case, 
 (3) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or 
 (4) makes a general assignment for the benefit of its creditors; 
 (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (1) is for relief against the Partnership or any Significant Subsidiary as debtor in an involuntary case, 
 (2) appoints a Custodian of the Partnership or any Significant Subsidiary or a Custodian for all or substantially all of the
assets of the Partnership or any Significant Subsidiary, or 
 (3) orders the liquidation of the Partnership or
any Significant Subsidiary, 
 and the order or decree remains unstayed and in effect for 60 days; or 
 (j) the Note Guarantee of the Parent or any Note Guarantee of any Significant Subsidiary ceases to be in full force and
effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of
release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the Note Guarantee). 
 The
term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law. 
  

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 Section 6.02. Acceleration. 
 (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h) or (i) with respect to the Partnership),
shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Partnership, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Partnership and the
Trustee, may declare (an “acceleration declaration”) all amounts owing under the Notes to be due and payable. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes
shall immediately become due and payable (1) if there is no Indebtedness outstanding under any Credit Facility at such time, immediately and (2) if otherwise, upon the earlier of (x) the final maturity (after giving effect to any
applicable grace period or extensions thereof) or an acceleration of any Indebtedness under any Credit Facility prior to the express final stated maturity thereof and (y) five Business Days after the Representative under each Credit Facility
receives the acceleration declaration, but, in the case of this clause (a) only, if such Event of Default is then continuing; provided, however, that after such acceleration, but before a judgment or decree based on acceleration,
the Holders of a majority in aggregate principal amount of such outstanding Notes may, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Indenture. If an Event of Default specified in clause (h) or (i) of Section 6.01 with respect to the Partnership occurs, all outstanding Notes shall become due and payable without any further action or notice.

 (b) No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder,
unless the Trustee: 
 (1) has failed to act for a period of 60 days after receiving written notice of a
continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding; 
 (2) has been offered indemnity satisfactory to it in its reasonable judgment; and 
 (3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request. 
 However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note
on or after the due date therefor (after giving effect to the grace period specified in clause (d) of Section 6.01. 
 (c) The Issuers are required to deliver to the Trustee annually a statement regarding compliance with this Indenture and, upon any Officer of the Issuers becoming aware of any Default, a statement specifying such Default and what action the
Issuers are taking or propose to take with respect thereto. 
 Section 6.03. Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party. 
  

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 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. 
 Section 6.04. Waiver of Past Defaults and Events of Default. 
 Subject to Sections 2.09, 6.02, 6.07 and
8.02 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive past Defaults under this Indenture except a Default or Event of Default in the payment of the principal of, or interest
or Additional Interest, if any, on any Note as specified in clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision which cannot be modified or amended without the consent of all Holders as provided for in
Section 8.02. The Issuers shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Issuers,
the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such
Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. 
 Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto. 
 Section 6.05. Control by Majority. 
 Subject to Section 2.09 hereof, the Holders of a majority in aggregate principal amount of the outstanding Notes have the right to
direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. The Trustee, however, may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Trust Officer, determine that the proceedings so directed may involve it in personal liability;
provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall
be entitled to indemnification reasonably satisfactory to it against any loss or expense caused by taking such action or following such direction. This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such
Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. 
 Section 6.06. Limitation on Suits. 
 (a) Subject to Section 6.07 below, no Holder shall have any right
to institute any proceeding with respect to this Indenture or any remedy thereunder unless: 
 (1) such Holder
has given the Trustee written notice of a continuing Event of Default; 
  

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 (2) the Holders of at least 25% in aggregate principal amount of outstanding
Notes have made a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any costs, liability or expense; 
 (4) the Trustee fails
to institute such proceeding within 60 days after receipt of the request and the offer of indemnity; and 
 (5)
the Trustee has not received directions inconsistent with such written request during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Notes. 
 (b) However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or
Additional Interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder.

 (c) The Issuers are required to deliver to the Trustee annually a statement regarding compliance with this Indenture and,
upon any Officer of the Issuers becoming aware of any Default, a statement specifying such Default and what action the Issuers are taking or proposes to take with respect thereto. 
 Section 6.07. Rights of Holders To Receive Payment. 
 Notwithstanding
any other provision of this Indenture, the right of any Holder to receive payment of principal of, or Additional Interest, if any, or accrued interest of any Note held by such Holder on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder. 
 Section 6.08. Collection Suit by Trustee. 
 If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of unpaid principal, premium
and accrued interest remaining unpaid, together with, to the extent that payment of such interest is lawful, interest on overdue principal and interest on overdue installments of interest, in each case at the rate set forth in Section 4.01
hereof, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09. Trustee May File Proofs of Claim. 
 The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the
estate in any

  

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such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceedings. 
 Section 6.10. Priorities. 
 Any money collected by the Trustee pursuant to this Article and any other money or property distributable in respect of the Issuers’ obligations under this Indenture after an Event of Default shall
be applied in the following order: 
 FIRST: to the Trustee (including any predecessor Trustee) for amounts due
under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 SECOND: if the Holders are forced to proceed against the Issuers or any Guarantor directly without the Trustee, to Holders
for their collection costs; 
 THIRD: to Holders for amounts due and unpaid on the Notes for principal, premium,
if any, and interest as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and 
 FOURTH: to the Issuers or, to the extent the Trustee collects any amounts from any Guarantor, to such Guarantor. 
 The Trustee, upon prior written notice to the Issuers, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 
 Section 6.11. Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10%
in principal amount of the Notes then outstanding. 
  

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 ARTICLE 7 
 TRUSTEE 
 Section 7.01. Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no covenants or
obligations shall be implied in this Indenture against the Trustee. 
 (2) In the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture. 
 (c) Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that: 
 (1) This paragraph does not
limit the effect of paragraphs (b) or (d) of this Section 7.01. 
 (2) The Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (e) Whether or not herein
expressly provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01. 
 (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the
Issuers. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 
  

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 (g) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuers shall be sufficient if signed by an Officer of each of the Issuers. 
 (h) The Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a
duty. 
 Section 7.02. Rights of Trustee. 
 Subject to Section 7.01 hereof: 
 (a) The Trustee may rely on
any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting with respect to any matters contemplated by this Indenture or the Notes
it may consult with counsel and may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 11.05 hereof. The Trustee shall be protected and shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or opinion. 
 (c) The Trustee may act
through attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent (other than an agent who is an employee of the Trustee) so long as the appointment of such agent was made with due care. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to
be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
 (e) The
Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it
hereunder in good faith and in reliance thereon. 
 (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 
  

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 (g) The Trustee may request that the Issuers deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
 (h) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or
software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. 
 (i) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to
loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action. 
 (j) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Trust Officer of the Trustee has received written notice of such Default or Event of Default at
the Corporate Trust Office of the Trustee. 
 Section 7.03. Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with the Issuers, or any Affiliates thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10
and 7.11 hereof. 
 Section 7.04. Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for the Issuers’ use of the proceeds from the sale of Notes or any money paid to the Issuers pursuant to the terms of this Indenture and it shall not be responsible for any statement of the Issuers in this Indenture or the
Notes other than the Trustee’s certificate of authentication. 
 Section 7.05. Notice of Defaults. 
 If a Default or Event of Default occurs and is continuing and is known to the Trustee, within 90 days after the occurrence of such Default or
Event of Default hereunder, the Trustee shall transmit by mail to Holders of Notes, as their names and addresses appear in the Registrar, a notice of the Default or Event of Default known to the Trustee, unless such default or Event of Default shall
have been cured or waived. Except in the case of a Default or an Event of Default in payment of principal of, premium or interest on, any Note, including an accelerated payment and the failure to make payment on the Change of Control Payment Date
pursuant to a Change of Control Offer or on the Net Proceeds Offer Payment Date pursuant to a Net Proceeds Offer and, except in the case of a failure to comply with Article 5

  

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hereof, the Trustee may withhold the notice if and so long as its Board of Directors, the executive committee of its Board of Directors or a committee of its directors and/or Trust Officers in
good faith determines that withholding the notice is in the interest of the Holders. This Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA, and such proviso of Section 315(b) of the TIA is hereby expressly
excluded from this Indenture and the Notes, as permitted by the TIA. 
 Section 7.06. Reports by Trustee to Holders. 
 If required by TIA Section 313(a), within 60 days after November 15 of any year, commencing the November 15 following the date
of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such November 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b), (c) and (d). 
 Reports pursuant to this Section 7.06 shall be transmitted by mail: 
 (a) to all registered Holders, as the names and addresses of such Holders appear on the Registrar’s books; and

 (b) to such Holder as have, within the two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose. 
 A copy of each report at the time of its mailing to Holders shall be filed with the SEC
and each stock exchange, if any, on which the Notes are listed. The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or of any delisting thereof. 
 Section 7.07. Compensation and Indemnity. 
 The Issuers and the
Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuers and the Trustee for the Trustee’s services. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee upon request for all reasonable fees and expenses, including out-of-pocket expenses incurred or made by
it in connection with the performance of its duties under this Indenture or in connection with the collection of any funds. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. 
 The Issuers and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its agents, employees, stockholders and
directors and officers for, and hold them harmless against, any and all losses, liabilities and expenses incurred by them (including attorney’s fees and expenses) arising out of or in connection with the acceptance and administration of the
Trustee’s duties under this Indenture including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending themselves against any claim (whether asserted by the
Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of their rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to
negligence, bad faith or willful misconduct on their part. The Trustee shall notify the Issuers promptly, in writing, of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not
relieve the Issuers or the Guarantors of their obligations hereunder. At the Trustee’s sole discretion, the Issuers shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement
of a claim shall be approved in writing by the Trustee. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld. 
  

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 To secure the Issuers’ and Guarantors’ payment obligations in this
Section 7.07, the Trustee shall have a lien prior to the Notes on all assets or money held or collected by the Trustee, in its capacity as Trustee, except assets or money held in trust to pay principal of, premium or interest on particular
Notes. 
 In addition and without prejudice to the rights provided to the Trustee under any provision of this Indenture, when
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under
any Bankruptcy Law. 
 The obligation of the Issuers and the Guarantors under this Section 7.07 shall survive the
resignation or removal of the Trustee and the termination or satisfaction and discharge of this Indenture. 
 “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and to each agent, custodian and other person employed to act hereunder; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 Section 7.08. Replacement of Trustee. 
 The Trustee may resign at any time by so notifying the Issuers in
writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing and may appoint a successor Trustee. The Issuers may remove the Trustee at its election if:

 (a) the Trustee fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent; 
 (c) a receiver or other public officer takes charge of the Trustee or its property; or 
 (d) the Trustee otherwise becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuers. 
 A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07 hereof, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each Holder. 
  

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 If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the outstanding Notes may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor
Trustee. 
 If the Trustee, after written request by any Holder who has been a bona fide holder of securities for any period of
time specified under TIA Section 3.10, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee. 
 Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.

 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, subject to this Article 7, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10. Eligibility; Disqualification. 
 This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. If the Trustee has
or shall acquire any “conflicting interest” within the meaning of TIA Section 310(b), the Trustee and the Issuers shall comply with the provisions of TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, the Trustee shall resign immediately in the manner and with the effect hereinbefore
specified in this Article 7. 
 Section 7.11. Preferential Collection of Claims Against the Issuers. 
 The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee
who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The provisions of TIA Section 311 shall apply to the Issuers as obligors of the Notes. 
 ARTICLE 8 
 AMENDMENTS, SUPPLEMENTS AND WAIVERS 
 Section 8.01. Without Consent of Holders. 
 Subject to Section 8.02 hereof, the Issuers and the Trustee may amend this Indenture, the Note Guarantees or the Notes without the
consent of any Holder, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for

  

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the assumption of the Issuers’ or a Guarantor’s obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of the assets in accordance with
Section 5.01, to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture), to make any change that does not materially adversely affect the rights of any Holder or,
in the case of this Indenture, to maintain the qualification of this Indenture under the Trust Indenture Act. 
 Section 8.02. With
Consent of Holders. 
 Subject to Section 6.07 hereof, the Issuers and the Guarantors, when each is authorized by a
Board Resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees with the written consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to Section 6.07 hereof, the Holders of a majority in principal amount of the outstanding Notes may waive compliance by the Issuers, or any Guarantor with any provision of this Indenture, the Notes, or the Note
Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04 hereof, may not: 
 (a) reduce, or change the maturity of, the principal of any Note; 
 (b) reduce the rate of or extend the time for payment of interest on any Note; 
 (c) reduce any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption
(other than provisions relating to the purchase of Notes under Section 4.15 and Section 4.12, except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuers to make a Change of Control
Offer relating to such Change of Control shall be made without the consent of each Holder of the Notes affected); 
 (d) make any Note payable in money or currency other than that stated in the Notes; 
 (e) modify or
change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; 
 (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;

 (g) waive a default in the payment of principal of or premium or interest on any Notes (except a rescission of
acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); 
 (h) impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes;

 (i) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note
Guarantee or this Indenture, except as permitted by this Indenture; or 
 (j) make any change in these
amendment and waiver provisions. 
  

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 Section 8.03. Compliance with TIA. 
 Every amendment to or supplement of this Indenture, the Notes or the Note Guarantees shall comply with the TIA as then in effect. 

Section 8.04. Revocation and Effect of Consents. 
 Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the
same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note or portion of such
Note by notice to the Trustee or the Issuers received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver. 
 The Issuers may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date. 
 After an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (a) through (j) of Section 8.02 hereof, in which case, the amendment, supplement or waiver shall bind only each Holder who has consented to it and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Note, on or
after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder. 
 Section 8.05. Notation on or Exchange of Notes. 
 If an amendment,
supplement, or waiver changes the terms of a Note, the Trustee may request the Holder to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder.
Alternatively, if the Issuers or the Trustee so determine, in exchange for the Note the Issuers shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment supplement or waiver. 
 Section 8.06. Trustee To Sign Amendments, etc.

 The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver pursuant to this Article 8 is authorized or permitted by this Indenture and that such amendment, supplement or waiver constitutes the legal, valid and binding obligation of the Issuers and any
Guarantors, enforceable in accordance with its terms (subject to customary exceptions). The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 
  

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 ARTICLE 9 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 Section 9.01. Satisfaction and Discharge of
Indenture. 
 (a) This Indenture shall be discharged and shall cease to be of further effect (except those obligations
referred to in Section 9.01(c)) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been
replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from this trust) have been delivered to the Trustee for
cancellation, or 
 (2) (A) all Notes not delivered to the Trustee for cancellation otherwise (i) have
become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to paragraph 5 of the Notes and, in any case, the Issuers have irrevocably
deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, (B) the Issuers have paid all
other sums payable by it under this Indenture, and (C) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case
may be. 
 (b) In addition, the Issuers must deliver an Officers’ Certificate and an opinion of counsel stating that all
conditions precedent to satisfaction and discharge have been complied with. 
 (c) Notwithstanding Section 9.01(a), the
Issuers’ obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding,
the Issuers’ obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. 
 (d) After such delivery or irrevocable
deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ and each Guarantor’s obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified above.

 Section 9.02. Legal Defeasance. 
 (a) The Issuers may, at their option at any time, elect to have this section be applied to all outstanding Notes upon compliance with the conditions set forth in Section 9.04. 
 (b) Upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Issuers and each
Guarantor shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and the Note Guarantees on the date the
conditions set forth below are

  

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satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and each Guarantor shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes and the Note Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of this Indenture referred to
in (i) and (ii) below, and to have satisfied all their other respective obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.05 hereof, and
as more fully set forth in such Section, payments in respect of the principal of and interest on the Notes when such payments are due from such trust fund, (ii) the Issuers’ obligations with respect to the Notes under Article 2 and
Section 4.07 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith and (iv) this Article 9. Subject to compliance with this Article 9, the
Issuers may exercise their option under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes. 
 Section 9.03. Covenant Defeasance. 
 (a) The Issuers may, at their
option by Board Resolutions of the Boards of Directors of the Issuers, at any time, elect to have this Section be applied to all outstanding Notes upon compliance with the conditions set forth in Section 9.04. 
 (b) Upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Issuers and each
Guarantor shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be released from their respective obligations under the covenants contained in Sections 4.02, 4.04, 4.05 and 4.08 through 4.20 and Article 10
hereof, inclusive, and subclause (2) of Section 5.01(a) hereof with respect to the outstanding Notes and the Note Guarantees, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”). In the event that Covenant Defeasance occurs, the Notes and the Note Guarantees shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes and the Note Guarantees, the Issuers and each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but, except as specified above, the remainder of this Indenture, and such Notes shall be
unaffected thereby. In addition, upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (b), subject to the satisfaction of the conditions set forth in Section 9.04 hereof, the Events of
Default described under clauses (c) through (g) and (j) of Section 6.01, in each case, will no longer constitute an Event of Default. 
 Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof to the outstanding Notes and the Note Guarantees: 
 (1) the Issuers must irrevocably deposit with the Trustee (or other qualifying trustee), as trust funds, in trust solely for
the benefit of the Holders, cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration

  

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of any reinvestment of interest), in the opinion of a nationally recognized firm of independent public accountants selected by the Issuers, to pay the principal of and interest on the Notes on
the scheduled due dates or on the applicable Redemption Date, as the case may be, provided that the Trustee shall have received an irrevocable written order from the Issuers instructing the Trustee to apply such U.S. dollars or the proceeds
of such U.S. Government Obligations to said payments with respect to such Notes; 
 (2) in the case of an
election under Section 9.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (A) the Issuers have received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders
will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, Legal Defeasance and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred; 
 (3) in the case of an election under
Section 9.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, Covenant Defeasance and
discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes concurrently with such incurrence); 
 (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a default under
this Indenture or any other material agreement or instrument to which the Issuers or any of its Subsidiaries is a party or by which the Issuers or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the
borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowings); 
 (6) the
Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Issuers or others; 
 (7) 123 days pass after the
deposit is made and during such 123-day period no Default specified in clause (h) or (i) of Section 6.01 with respect to the Company occurs that is continuing at the end of the period; and 
 (8) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (7) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 9.04 have been
complied with. 
  

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 If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to
pay the principal of and interest on the Notes when due, then the Issuers’ obligations and the obligations of the Guarantors will be revived and no such defeasance will be deemed to have occurred. 
 Section 9.05. Application of Trust Money. 
 All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.01 or 9.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to
become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 9.01 or 9.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders. 
 Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers
from time to time upon a written request of the Issuers in the form of an Officers’ Certificate any money or U.S. Government Obligations held by it as provided in Section 9.01 or 9.04 hereof which, in the opinion of a nationally-recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance. 
 Section 9.06. Repayment to the Issuers. 
 Subject to Sections 9.01, 9.02, 9.03, 9.04, 9.05 and 9.07 hereof, the Trustee and the Paying Agent shall promptly pay to the Issuers upon request any excess U.S. legal tender or U.S. Government
Obligations held by them at any time and thereupon shall be relieved from all liability with respect to such money. Subject to applicable abandoned property laws, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held
by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuers cause to be
published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed, and that after a date specified therein which shall be at least 30 days from the
date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Issuers. After payment to the Issuers, Holders entitled to such money must look to the Issuers for payment as general creditors unless an
applicable law designates another Person. 
 Section 9.07. Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03
hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and each Guarantor’s obligations under
this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all such U.S. legal tender or
U.S. Government Obligations in accordance with Section 9.01 hereof; provided, however, that if

  

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the Issuers or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuers and each such
Guarantor shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
 ARTICLE 10 
 GUARANTEES 
 Section 10.01. Unconditional Guarantee. 
 Each Guarantor hereby unconditionally, jointly and severally, Guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee and its successors and assigns that the principal of,
premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue
interest on the Notes and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the
limitations set forth in Section 10.03 hereof. Each Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that the Note Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, any Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Issuers or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee or such Holder, each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees that, to the maximum extent permitted under applicable law, as between a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Note Guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purpose of each Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (y) in the event of
any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall become due and payable by each Guarantor for the purpose of each Note Guarantee. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ and agents’ fees and expenses)
incurred by the Trustee or any Holder in enforcing any rights under this Article 10. 
  

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 Section 10.02. Severability. 
 In case any provision of this Article 10 shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 Section 10.03. Limitation on Guarantor’s
Liability. 
 (a) To the extent applicable, a Guarantor’s liability in respect of its Note Guarantee shall be limited to
the extent set forth below: 
 (1) Limitations Applicable to U.S. Guarantors. Each Guarantor that is
incorporated, organized or formed, as the case may be, under the laws of the United States, any State thereof or the District of Columbia (a “U.S. Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby
confirm that it is the intention of all such parties that the Note Guarantee of a U.S. Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each U.S. Guarantor hereby irrevocably agree that the obligations of a U.S.
Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such U.S. Guarantor result in the obligations of such U.S. Guarantor not constituting such a
fraudulent transfer or conveyance. 
 (2) Limitations Applicable to Other Guarantors. Each Guarantor that
is incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than one set forth in clause (1) above (an “Other Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby
confirm that it is the intention of all such parties that the Note Guarantee of an Other Guarantor does not constitute a fraudulent transfer or conveyance for purposes applicable law. To effectuate the foregoing intention, each Holder and each Other
Guarantor hereby irrevocably agree that the obligations of an Other Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Other Guarantor result
in the obligations of such Other Guarantor not constituting such a fraudulent transfer or conveyance. 
 (b) If following the
date of this Indenture and notwithstanding anything in Section 8.02 to the contrary: 
 (1)(i) there shall
be any change in the laws of the United States, any State thereof or the District of Columbia or (ii) any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United
States, any State thereof or the District of Columbia (a “Future Guarantor”) shall be required to execute a Note Guarantee and the Issuers shall reasonably determine that clause (2) with respect to Other Guarantors shall not
adequately address the limitations on such Note Guarantee imposed by applicable law of the jurisdiction of incorporation, organization or formation, as the case may be, of any such Future Guarantor; or 
 (2) the Issuers shall reasonably determine that it shall be necessary or advisable to amend the terms of subsection
(a) of this Section 10.03 or to add additional provisions related to the limitations imposed on the Note Guarantee of a Future Guarantor, 
  

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 then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to
the Trustee, the Issuers shall be entitled to amend such clauses or add such additional provisions, as the case may be, in order for the Note Guarantee of a Guarantor not to so violate applicable law. 
 Section 10.04. Successors and Assigns. 
 This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall ensure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the
terms and conditions of this Indenture. 
 Section 10.05. No Waiver. 
 Each of the Guarantors agrees that to the maximum extent permitted under applicable law, (a) neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege and (b) the rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in
equity, by statute or otherwise. 
 Section 10.06. Release of Guarantor. 
 A Subsidiary Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture and
the Registration Rights Agreement: 
 (1) in the event of a sale or other disposition of all or substantially all
of the assets of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Subsidiary Guarantor then held by the Partnership and the Restricted Subsidiaries;

 (2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a
Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; 
 (3) if such Subsidiary Guarantor shall cease to be a Guarantor or co-borrower under the Credit Facility; or 
 (4) upon Legal Defeasance or Covenant Defeasance as described below under Section 9.02 and Section 9.03 or upon
satisfaction and discharge of this Indenture as described below under Section 9.01. 
 Upon delivery by the Issuers to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor from its Note Guarantee under this Section 10.06 have
been met, the Trustee shall execute any documents reasonably requested in order to evidence the release of such Guarantor from its obligations under its Note Guarantee. 
  


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 Section 10.07. Execution of Supplemental Indenture for Future Guarantors. 
 Each Subsidiary which is required to become a Guarantor shall, and the Issuers shall cause each such Subsidiary to, promptly execute and
deliver to the Trustee a supplemental indenture substantially in the form of Exhibit F hereto pursuant to which such Subsidiary shall become a Guarantor under this Article 10 and shall Guarantee the obligations of the Issuers under the
Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed
and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity,
whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. 
 Section 10.08. Subordination of Subrogation and Other Rights. 
 Each Guarantor hereby agrees that any claim against the Issuers that arises from the payment, performance or enforcement of such Guarantor’s obligations under the Note Guarantee or this Indenture,
including, without limitation, any right of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of such Guarantor shall be made before, the payment in full in cash of all outstanding Notes in accordance
with the provisions provided therefor in this Indenture. 
 ARTICLE 11 
 MISCELLANEOUS 
 Section 11.01. TIA Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture
by the TIA, the required provision shall control. 
 Section 11.02. Notices. 
 Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 
 If
to the Issuers or any Guarantor: 
 StoneMor Operating LLC 
 Cornerstone Family Services of West Virginia Subsidiary, Inc. 
 Osiris Holding of Maryland Subsidiary, Inc. 
 c/o StoneMor Partners L.P. 
 311 Veterans Highway, Suite B 
 Levittown, PA 19056 
 Attention: Chief Financial Officer 
 Tel: 215-826-2800 
 Fax: 215-826-2929 
  

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 If to the Trustee: 
 Wilmington Trust FSB 
 Corporate Capital Markets 
 50 S 6th St, STE 1290 
 Minneapolis, MN 55402 
 Fax: 612-217-5651 
 The Issuers, any Guarantor or the Trustee by written notice to
the others may designate additional or different addresses for subsequent notices or communications. Any notice or communication to the Issuers, any Guarantors or the Trustee, shall be deemed to have been given or made as of the date so delivered if
personally delivered; when receipt is acknowledged, if telecopied; and five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee). Notwithstanding the foregoing, the Trustee shall not be deemed to have been given notice until such notice is actually received. 
 Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar. 
 Failure to mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it. 
 In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 
 Section 11.03. Communications by Holders with Other Holders. 
 Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c). 
 Section 11.04. Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers or any Guarantor to the Trustee to take any action under this Indenture, the Issuers or such
Guarantor, as the case may be, shall furnish to the Trustee: 
 (1) an Officers’ Certificate (which shall
include the statements set forth in Section 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (2) an Opinion of Counsel (which shall include the statements set forth in Section 11.05 below) stating that, in the
opinion of such counsel, all such conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with. 
  

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 Section 11.05. Statements Required in Certificate and Opinion. 
 Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

 (1) a statement that the person making such certificate or opinion has read such covenant or condition and the
definitions relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a
statement that, in the opinion of such person, it or he has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 (4) a statement as to whether or not, in the opinion of such person, such covenant or condition has been
complied with. 
 Section 11.06. Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at meetings of Holders. The Registrar and Paying Agent may make reasonable rules for
their functions. 
 Section 11.07. Legal Holidays. 
 A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking institutions are not required to be open in the State of New York. If a payment date is
a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
 Section 11.08. Governing Law. 
 THIS INDENTURE, THE NOTES AND THE
NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 11.09. No
Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret another indenture, loan, security
or debt agreement of the Issuers or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture. 
 Section 11.10. No Recourse Against Others. 
 A director, officer,
employee, incorporator, member, partner, unitholder or stockholder of the Issuers or any Guarantor shall not have any liability for any obligations of the Issuers under the Notes or this Indenture or of any Guarantor under its Note Guarantee for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the
Note Guarantees. 
  

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 Section 11.11. Successors. 
 All agreements of each of the Issuers and each Guarantor in this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors. 
 Section 11.12. Multiple Counterparts. 
 The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. 
 Section 11.13. Table
of Contents, Headings, etc. 
 The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 11.14. Separability. 
 Each provision of this Indenture shall
be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
  

 -82- 







 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the
date and year first written above. 
  

			
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President
	
	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President
	
	OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC.
		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President
	
	 STONEMOR PARTNERS L.P.,
 as a Guarantor

		
	By:	 	 STONEMOR GP, LLC,
 its
General Partner

		
	By:	 	 /s/ Paul Waimberg

	Name:	 	Paul Waimberg
	Title:	 	Vice President









					
		 	 Alleghany Memorial Park Subsidiary, Inc.
 Altavista Memorial Park Subsidiary, Inc.
 Arlington Development Company
 Augusta Memorial Park Perpetual Care Company
 Birchlawn Burial Park Subsidiary, Inc.
 Cedar Hill Funeral Home, Inc.
 Cemetery Investments Subsidiary, Inc.
 Columbia Memorial Park Subsidiary, Inc.
 Cornerstone Family Insurance Services, Inc.
 Cornerstone Family Services of New Jersey, Inc.
 Covenant Acquisition Subsidiary, Inc.
 Eloise B. Kyper Funeral Home, Inc.
 Glen Haven
Memorial Park Subsidiary, Inc.
 Henlopen Memorial Park Subsidiary, Inc.
 Henry Memorial Park Subsidiary, 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.

 Loewen [Virginia] Subsidiary, Inc.
 Lorraine Park Cemetery Subsidiary, Inc.
 Modern Park Development Subsidiary, Inc.
 Oak Hill Cemetery Subsidiary, Inc.
 Osiris Holding
Finance Company
 Osiris Holding of Rhode Island Subsidiary, Inc.
 Osiris Management, Inc.
 Osiris Telemarketing Corp.
 Perpetual Gardens.Com, Inc.

			
		 	By:	 	 /s/ Paul Waimberg

		 		 	Paul Waimberg, as Vice President of Finance for each of the above-named Subsidiary Guarantors








					
		 	 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 Subsidiary Guarantors








					
		 	 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 Mid-Atlantic States, L.L.C.
 Cemetery Management Services of Ohio, L.L.C.
 Cemetery Management Services of Pennsylvania, 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
 Covenant Acquisition LLC
 Glen Haven Memorial Park
LLC
 Henlopen Memorial Park 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
 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
 StoneMor Alabama LLC
 StoneMor Arkansas Subsidiary LLC

			
		 	By:	 	 /s/ Paul Waimberg

		 		 	Paul Waimberg, as Vice President of Finance for each of the above-named Subsidiary Guarantors








					
		 	 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
 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 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/ Paul Waimberg

		 		 	Paul Waimberg, as Vice President of Finance for each of the above-named Subsidiary Guarantors
		 		 	







  

			
	WILMINGTON TRUST FSB,
	as Trustee
		
	By:	 	 /s/ Timothy P. Mowdy

	Name:	 	Timothy P. Mowdy
	Title:	 	Vice President








 EXHIBIT A 
 CUSIP No.: [                    ] 
 ISIN No: [                    ] 
 [FORM OF INITIAL NOTE]1 
 [FACE OF SECURITY] 
 STONEMOR OPERATING LLC 
 CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC. 
 OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC. 
 10 1/4% SENIOR NOTE DUE 2017 
  

											
	No.	 		 		 		 		 	$

 StoneMor Operating LLC (the “Company”), a Delaware limited liability
company, Cornerstone Family Services of West Virginia Subsidiary, Inc. a West Virginia corporation (“Cornerstone Co”), and Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and
together with Cornerstone Co and the Company, the “Issuers”), for value received promises to pay to CEDE & CO. or registered assigns, the principal sum of
[                    ] DOLLARS on December 1, 2017. 
 Interest Payment Dates: June 1 and December 1, commencing June 1, 2010. 
 Record Dates: May 15 and November 15. 
 Reference is made to the further provisions of this Note contained
herein and the Indenture (as defined), which will for all purposes have the same effect as if set forth at this place. 
  
  

	1	 Add Private Placement Legend, Regulation S Legend, Global Note Legend and OID Legend, if appropriate. 


  

 A-1 







 IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile
by its duly authorized Officers. 
  

			
	STONEMOR OPERATING LLC
		
	By:	 	  

	Name:	 	William R. Shane
	Title:	 	Executive Vice President and Chief Financial Officer
	
	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	William R. Shane
	Title:	 	Executive Vice President and Chief Financial Officer
	
	OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	William R. Shane
	Title:	 	Executive Vice President and Chief Financial Officer


 Dated: November 24, 2009
  

 A-2 







 Certificate of Authentication 
 This is one of the 10 1
/4% Senior Notes due 2017 referred to in the within-mentioned Indenture. 
  

			
	WILMINGTON TRUST FSB,
	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: November 24, 2009
  

 A-3 







 (REVERSE OF SECURITY) 
 10 1/4% SENIOR NOTE DUE 2017 
 1.
Interest. StoneMor Operating LLC (the “Company”), a Delaware limited liability company, Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), and
Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and together with Cornerstone Co and the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes. The Issuers will pay interest
semi-annually in arrears on each Interest Payment Date, commencing June 1, 2010. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 The Issuers shall pay interest on overdue principal and on overdue installments of interest to the extent lawful from time to time on demand at the rate borne by the Notes. 
 2. Method of Payment. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date (whether or not such day is a Business Day) even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent to collect principal payments. Payments of principal, premium and Additional Interest, if any, will be made (on presentation of such Notes if in certificated form) in
money of the United States that at the time of payment is legal tender for payment of public and private debts; provided, however, that the Issuers may pay principal, premium, and Additional Interest if any, and interest by check payable in
such money. The Issuers may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered address. 
 3. Paying Agent and Registrar. Initially, Wilmington Trust FSB (the “Trustee”), will act as Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. Neither the Issuers nor any of its Subsidiaries or Affiliates may act as Paying Agent but may act as Registrar or co-Registrar. 
 4. Indenture. The Issuers issued this Note under an Indenture, dated as of November 24, 2009 (the
“Indenture”), by and among the Issuers, the Guarantors and the Trustee. This Note is one of a duly authorized issue of Initial Notes of the Issuers designated as its 10 1/4% Senior Notes due 2017 (the “Notes”). The Notes
include the Initial Notes, the Additional Notes, if any, and the Exchange Notes issued in exchange for the Initial Notes and Additional Notes, if any, pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class
of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of them. The Notes are general unsecured obligations of the Issuers. 
 5. Redemption. 
 (a) Optional Redemption. Except as set forth in clause (b) below, the Notes may not
be redeemed prior to December 1, 2013. The Notes will be redeemable, at the Issuers’ option, in whole at any time or in part from time to time, on and after December 1, 2013 at the following Redemption Prices

  

 A-4 







 
(expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on December 1 of the applicable year set forth below, plus, in each case,
accrued and unpaid interest to the Redemption Date: 
  

				
	 Year
	  	Percentage	 
	 2013
	  	105.125	% 
	 2014
	  	102.563	% 
	 2015 and thereafter
	  	100.000	% 

 (b) Redemption at Applicable Premium. In addition, prior to December 1,
2013, the Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest, to
the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of the Note; or 
 (2) the excess
of: 
 (a) the present value at such Redemption Date of (i) the Redemption Price of the Note at
December 1, 2013 (such Redemption Price being set forth in the table appearing in paragraph 5 of such Note), plus (ii) all required interest payments due on the Note through December 1, 2013 (excluding accrued and unpaid interest due
on the Note to the Redemption Date), computed at a discount on the basis of semi-annual compounding using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over 
 (b) the principal amount of such Note. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source
of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2013; provided, however, that if the period from the Redemption Date to December 1, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 
 (c) Redemption upon Consummation of Certain Qualified Equity Offerings. Notwithstanding the foregoing, at any time, or from time to time, prior to December 1, 2012, the Issuers may on any one or more occasions, at its option,
use all or any portion of the net cash proceeds of one or more Qualified Equity Offerings (as defined below) to redeem up to 35% of the aggregate principal amount of the Notes issued (including any Additional Notes) at a Redemption Price equal to
110.250% of the principal amount thereof plus accrued and unpaid interest, to the date of redemption; provided that at least 65% of the aggregate principal amount of Notes issued (including any Additional Notes) under the Indenture remains
outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Qualified Equity Offering, the Issuers shall consummate such redemption within 90 days of the date of the closing
of any such Qualified Equity Offering. 
  

 A-5 







 6. Notice of Redemption. Notice of redemption under paragraph 5 of this Note will be
mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with a satisfaction and discharge of the Indenture. 
 Except as set forth in the Indenture, if
monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date, then, unless the Issuers default in the payment of such redemption price plus accrued interest, if
any, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of the Holders of such Notes will be to receive payment of the redemption price plus accrued interest, if any. 
 7. Offers to Purchase. The Indenture provides that, after certain Asset Sales (as defined in the Indenture) and upon the occurrence
of a Change of Control (as defined in the Indenture), and subject to further limitations contained therein, the Issuers will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

 8. Guarantees. The payment by the Issuers of the principal of, and premium and interest on the Notes (including
interest on overdue principal and overdue interest, if lawful) and other amounts owed under the Indenture is fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors as set forth in Article 10 of the Indenture, and
reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
 9. Registration Rights.
Pursuant to a Registration Rights Agreement among the Issuers, the Guarantors, and Banc of America Securities LLC, as representative of the Initial Purchasers of the Notes, the Issuers and the Guarantors shall be obligated to consummate an exchange
offer pursuant to which the Holder of this Note shall have the right to exchange this Note for notes of a separate series issued under the Indenture (or a trust indenture substantially identical to the Indenture in accordance with the terms of the
Registration Rights Agreement) which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. The Holders shall be entitled to receive certain additional interest payments in the
event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. 
 10. Denominations; Transfer; Exchange. The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. A Holder shall register
the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption. 
 11. Persons Deemed Owners. The registered holder of a Note shall be treated as the owner of it for all purposes. 
 12. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Issuers. After that, Holders entitled to money must look to the Issuers for payment as general creditors unless an “abandoned property” law designates another person. 
  

 A-6 







 13. Legal Defeasance and Covenant Defeasance. If the Issuers at any time deposits
with the Trustee U.S. legal tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating to defeasance, the Issuers will
be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on the Notes). 
 14. Amendments, Supplements, and Waivers. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or noncompliance with any provision may be waived with the written consent of
the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity,
defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes or make any other change that does not adversely affect in any material respect the rights of any Holder. 
 15. Restrictive Covenants. The Indenture imposes certain limitations on the ability of each of the Issuers, the Partnership and its
Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Equity Interests, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Restricted Subsidiaries, sell
assets, create liens, issue capital stock, make certain Investments, merge or consolidate with any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets. Such limitations are subject to
a number of important qualifications and exceptions. The Issuers must annually report to the Trustee on compliance with such limitations. 
 16. Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and
thereafter no Default or Event of Default exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations. 
 17. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.01(h) or (i)) shall occur and be
continuing, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare all amounts owing under the Notes to
be due and payable; provided, however, that after such acceleration but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such
acceleration and its consequences if all existing Events of Default, other than the nonpayment of principal, premium and Additional Interest, if any, or interest that has become due solely because of the acceleration, have been cured or waived. No
such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.01(h) or (i) of the Indenture occurs with respect to the Issuers and is continuing, such
principal amount, together with premium and Additional Interest, if any, and interest with respect to all of the Notes, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. 

18. Trustee Dealings with the Issuers. The Trustee under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Issuers, and may otherwise deal with the Issuers, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
  

 A-7 







 19. No Recourse Against Others. As more fully described in the Indenture, no
director, officer, employee, incorporator, member, partners, unitholder or stockholder of the Issuers or any Guarantor shall have any liability for any obligation of the Issuers under the Notes or the Indenture or of any Guarantor under its Note
Guarantee for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of
the Notes and the Note Guarantees. 
 20. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this Note. 
 21. Governing Law. THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 22. Abbreviations and
Defined Terms. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 23. CUSIP Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the Holders. No representation is made as to the accuracy of such numbers
as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 
 24.
Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. 
 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: StoneMor Partners, L.P., Attention: Chief Financial Officer, 311 Veterans
Highway, Suite B, Levittown, Pennsylvania 19056, fax: 215-926-2929. 
  

 A-8 







 ASSIGNMENT FORM 
 If you the Holder want to assign this Note, fill in the form below and have your signature Guaranteed: 
 I or we assign and transfer this Note to: 
  
  
  
  
  
  
 (Print or type name, address and zip
code and 
 social security or tax ID number of assignee) 
  

			
	and irrevocably appoint
                                         
                                         
                                         
                                         
, agent to transfer this Note on the books of each of the Issuers. The agent may substitute another to act for him.

  

							
	Date:                     	 		 	Signed:	 	  

		 		 		 	 (Sign exactly as your name appears on the other side of this Note)

		 		 		 	
	Medallion Guarantee:
                                	 		 		 	

 Signatures must be Guaranteed by an “eligible Guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature Guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 A-9 







 [OPTION OF HOLDER TO ELECT PURCHASE] 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.12 or Section 4.15 of the Indenture, check
the appropriate box: 
 Section 4.12  ̈ 
 Section 4.15  ̈ 
 If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.12 or Section 4.15 of the
Indenture, state the amount you elect to have purchased: 
 $          
  

							
	Date:                     	 		 		 	  

		 		 		 	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever and be Guaranteed by the endorser’s bank or broker.
	Medallion Guarantee:
                                	 		 		 	

 Signatures must be Guaranteed by an “eligible Guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature Guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 A-1 







 EXHIBIT B 
 [FORM OF EXCHANGE NOTE]1 
 [FACE OF SECURITY] 
 CUSIP No.: [                    ] 
 ISIN No: [                    ] 

STONEMOR OPERATING LLC 
 CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC. 
 OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC. 

10 1/4% SENIOR NOTE DUE 2017 
  

											
	No.	 		 		 		 		 	$

 StoneMor Operating LLC (the “Company”), a Delaware limited liability
company, Cornerstone Family Services of West Virginia Subsidiary, Inc. a West Virginia corporation (“Cornerstone Co”), and Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and
together with Cornerstone Co and the Company, the “Issuers”), for value received promises to pay to CEDE & CO. or registered assigns, the principal sum of
[                    ] DOLLARS on December 1, 2017. 
 Interest Payment Dates: June 1 and December 1, commencing June 1, 2010. 
 Record Dates: May 15 and November 15. 
 Reference is made to the further provisions of this Note contained
herein and the Indenture (as defined), which will for all purposes have the same effect as if set forth at this place. 
  
  

	1	 Add OID Legend and, if appropriate, Global Note Legend. 


  


 B-1 







 IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile
by its duly authorized Officers. 
  

			
	STONEMOR OPERATING LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: November 24, 2009
  

 B-2 







 Certificate of Authentication 
 This is one of the 10 1
/4% Senior Notes due 2017 referred to in the within-mentioned Indenture. 
  

			
	WILMINGTON TRUST FSB,
	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: November 24, 2009
  

 B-3 







 (REVERSE OF SECURITY) 
 10 1/4% SENIOR NOTE DUE 2017 
 1.
Interest. StoneMor Operating LLC (the “Company”), a Delaware limited liability company, Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), and
Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and together with Cornerstone Co and the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes. The Issuers will pay interest
semi-annually in arrears on each Interest Payment Date, commencing June 1, 2010. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 The Issuers shall pay interest on overdue principal and on overdue installments of interest to the extent lawful from time to time on demand at the rate borne by the Notes. 
 2. Method of Payment. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date (whether or not such day is a Business Day) even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent to collect principal payments. Payments of principal and premium, if any, will be made (on presentation of such Notes if in certificated form) in money of the United
States that at the time of payment is legal tender for payment of public and private debts; provided, however, that the Issuers may pay principal, premium, and Additional Interest if any, and interest by check payable in such money. The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered address. 
 3.
Paying Agent and Registrar. Initially, Wilmington Trust FSB (the “Trustee”), will act as Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar or co-Registrar without notice to the Holders.
Neither the Issuers nor any of its Subsidiaries or Affiliates may act as Paying Agent but may act as Registrar or co-Registrar. 
 4. Indenture. The Issuers issued this Note under an Indenture, dated as of November 24, 2009 (the “Indenture”), by and among the Issuers, the Guarantors and the Trustee. This
Note is one of a duly authorized issue of Initial Notes of the Issuers designated as its 10 1/4% Senior Notes due 2017 (the “Notes”). The Notes include the Initial Notes, the Additional Notes, if any, and the Exchange Notes issued in exchange for the Initial Notes and Additional
Notes, if any, pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. The Notes are general unsecured obligations of the Issuers. 

 5. Redemption. 
 (a) Optional Redemption. Except as set forth in clause (b) below, the Notes may not be redeemed prior to December 1, 2013. The Notes will be redeemable, at the Issuers’ option, in
whole at any time or in part from time to time, on and after December 1, 2013 at the following Redemption Prices

  

 B-4 







 
(expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on December 1 of the applicable year set forth below, plus, in each case,
accrued and unpaid interest to the Redemption Date: 
  

				
	 Year
	  	Percentage	 
	 2013
	  	105.125	% 
	 2014
	  	102.563	% 
	 2015 and thereafter
	  	100.000	% 

 (b) Redemption at Applicable Premium. In addition, prior to December 1,
2013, the Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest, to
the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of the Note; or 
 (2) the excess
of: 
 (a) the present value at such Redemption Date of (i) the Redemption Price of the Note at
December 1, 2013 (such Redemption Price being set forth in the table appearing in paragraph 5 of such Note), plus (ii) all required interest payments due on the Note through December 1, 2013 (excluding accrued and unpaid interest due
on the Note to the Redemption Date), computed at a discount on the basis of semi-annual compounding using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over 
 (b) the principal amount of such Note. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source
of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2013; provided, however, that if the period from the Redemption Date to December 1, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 
 (c) Redemption upon Consummation of Certain Qualified Equity Offerings. Notwithstanding the foregoing, at any time, or from time to time, prior to December 1, 2012, the Issuers may on any one or more occasions, at its option,
use all or any portion of the net cash proceeds of one or more Qualified Equity Offerings (as defined below) to redeem up to 35% of the aggregate principal amount of the Notes issued (including any Additional Notes) at a Redemption Price equal to
110.250% of the principal amount thereof plus accrued and unpaid interest, to the date of redemption; provided that at least 65% of the aggregate principal amount of Notes issued (including any Additional Notes) under the Indenture remains
outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Qualified Equity Offering, the Issuers shall consummate such redemption within 90 days of the date of the closing
of any such Qualified Equity Offering. 
  

 B-5 







 6. Notice of Redemption. Notice of redemption under paragraph 5 of this Note will be
mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with a satisfaction and discharge of the Indenture. 
 Except as set forth in the Indenture, if
monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date, then, unless the Issuers default in the payment of such redemption price plus accrued interest, if
any, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of the Holders of such Notes will be to receive payment of the redemption price plus accrued interest, if any. 
 7. Offers to Purchase. The Indenture provides that, after certain Asset Sales (as defined in the Indenture) and upon the occurrence
of a Change of Control (as defined in the Indenture), and subject to further limitations contained therein, the Issuers will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

 8. Guarantees. The payment by the Issuers of the principal of, and premium and interest on the Notes (including
interest on overdue principal and overdue interest, if lawful) and other amounts owed under the Indenture is fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors as set forth in Article 10 of the Indenture, and
reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
 9. Denominations; Transfer;
Exchange. The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption. 
 10. Persons Deemed Owners. The registered holder of a Note shall be treated as the owner of it for all purposes. 
 11. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuers. After that, Holders entitled to money must look to the
Issuers for payment as general creditors unless an “abandoned property” law designates another person. 
 12. Legal
Defeasance and Covenant Defeasance. If the Issuers at any time deposits with the Trustee U.S. legal tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with
the other provisions of the Indenture relating to defeasance, the Issuers will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on
the Notes). 
 13. Amendments, Supplements, and Waivers. Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or noncompliance with any provision may be waived with
the written consent of the Holders of

  

 B-6 







 
a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to,
among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes or make any other change that does not adversely affect in any material respect the rights of any
Holder. 
 14. Restrictive Covenants. The Indenture imposes certain limitations on the ability of each of the Issuers,
the Partnership and its Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Equity Interests, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Restricted
Subsidiaries, sell assets, create liens, issue capital stock, make certain Investments, merge or consolidate with any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets. Such
limitations are subject to a number of important qualifications and exceptions. The Issuers must annually report to the Trustee on compliance with such limitations. 
 15. Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and
thereafter no Default or Event of Default exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations. 
 16. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.01(h) or (i)) shall occur and be
continuing, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare all amounts owing under the Notes to
be due and payable; provided, however, that after such acceleration but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such
acceleration and its consequences if all existing Events of Default, other than the nonpayment of principal, premium and Additional Interest, if any, or interest that has become due solely because of the acceleration, have been cured or waived. No
such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.01(h) or (i) of the Indenture occurs with respect to the Issuers and is continuing, such
principal amount, together with premium and Additional Interest, if any, and interest with respect to all of the Notes, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. 

17. Trustee Dealings with the Issuers. The Trustee under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Issuers, and may otherwise deal with the Issuers, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
 18. No Recourse Against Others. As more fully described in the Indenture, no director, officer, employee, incorporator, member,
partners, unitholder or stockholder of the Issuers or any Guarantor shall have any liability for any obligation of the Issuers under the Notes or the Indenture or of any Guarantor under its Note Guarantee for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Note Guarantees. 
 19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note. 
  

 B-7 







 20. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 21. Abbreviations and Defined Terms. Customary abbreviations may be used
in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act). 
 22. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the Holders. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the
other identification numbers printed hereon. 
 23. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended from time to time. 
 The Issuers will furnish to
any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: StoneMor Partners, L.P., Attention: Chief Financial Officer, 311 Veterans Highway, Suite B, Levittown, Pennsylvania 19056, fax: 215-926-2929.

  

 B-8 







 ASSIGNMENT FORM 
 If you the Holder want to assign this Note, fill in the form below and have your signature Guaranteed: 
  

					
	I or we assign and transfer this Note to:
	  

	  

	  

	(Print or type name, address and zip code and
	social security or tax ID number of assignee)
	
	and irrevocably appoint
                                         
                                         
                                         
                                         
, agent to transfer this Note on the books of each of the Issuers. The agent may substitute another to act for him.
			
	Date:                     	  	Signed:	  	  

		  		  	(Sign exactly as your name appears on the other side of this Note)
		
	Medallion Guarantee:
                                	  	
		  	

 Signatures must be Guaranteed by an “eligible Guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature Guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 B-9 







 [OPTION OF HOLDER TO ELECT PURCHASE] 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.12 or Section 4.15 of the Indenture, check
the appropriate box: 
 Section 4.12  ̈ 
 Section 4.15  ̈ 
 If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.12 or Section 4.15 of the
Indenture, state the amount you elect to have purchased: 
 $          
  

					
	Date:                     	 		 	  

		 		 	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever and be Guaranteed by the endorser’s bank or broker.
			
	Medallion Guarantee:
                                	 		 	

 Signatures must be Guaranteed by an “eligible Guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature Guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 B-10 







 EXHIBIT C 
 CERTIFICATE TO BE DELIVERED UPON EXCHANGE 
 OR REGISTRATION OF TRANSFER OF NOTES

  

	 	Re:	 StoneMor Operating LLC, Cornerstone Family Services of West Virginia Subsidiary, Inc. and Osiris Holding of Maryland Subsidiary, Inc. (collectively,
the “Issuers”) 10 1/4% Senior Notes due
2017 (the “Notes”) 


 This Certificate relates to
$         principal amount of Notes held in the form of*              a beneficial interest in a Global Note or*
             Physical Notes by              (the “Transferor”). 
 The Transferor: 
  ̈ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depository a Physical Note or Physical Notes in definitive,
registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or 
  ̈ has requested by written order that the Registrar exchange or register the transfer of a Physical Note or Physical Notes. 
 In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture relating to the above captioned Notes and the restrictions on transfers thereof as provided in Section 2.16 of such Indenture, and that the transfer of the Notes does not require registration under the Securities Act of 1933, as
amended (the “Securities Act”), because*: 
  ̈ Such Note is
being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.16 of the Indenture). 
  ̈ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. 
  ̈ Such Note is being transferred to an institutional “accredited investor” (within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit D to the Indenture. 
  ̈ Such Note is being transferred in reliance on Regulation S under the Securities Act and a
transfer certificate for Regulation S transfers in the form of Exhibit E to the Indenture accompanies this certification. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act
accompanies this certification.] 
  ̈ Such Note is being transferred in reliance
on Rule 144 under the Securities Act. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] 
  ̈ Such Note is being transferred in reliance on and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” [An Opinion of Counsel to the effect that such transfer does
not require registration under the Securities Act accompanies this certification.] 
  

 B-1 








			
	  

	[INSERT NAME OF TRANSFEROR]
		
	By:	 	  

		 	[Authorized Signatory]


 Date:
                     
 *Check
applicable box. 
  

 C-2 







 EXHIBIT D 
 Form of Transferee Letter of Representation 
 Wilmington Trust FSB 
 Corporate Capital Markets 
 50 S
6th St, STE 1290 
 Minneapolis, MN 55402 
 Attn:
[                    ] 
 Ladies and
Gentlemen: 
 This certificate is delivered to request a transfer of
$         principal amount of the 10 1/4% Senior Notes due 2017 (the “Notes”) of StoneMor Operating LLC, Cornerstone Family Services of West Virginia Subsidiary, Inc. and Osiris Holding of Maryland Subsidiary, Inc.
(collectively, the “Issuers”) and any Guarantee thereof. Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
 Name:
                                         
                    
 Address:
                                         
                
 Taxpayer ID Number:
                                   
 The undersigned represents and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the “Securities Act”))
purchasing Notes for our own account or for the account of such an institutional “accredited investor” and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal
course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 2. We acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Issuers and receive answers thereto, as we deem necessary. 

3. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes that we will not prior to the date (the “Resale Restriction Termination Date”) that is
(a) one year after the later of the original issuance of the Notes and the last date on which the Issuers or any affiliate of the Issuers were the owners of such Notes (or any predecessor thereto) or (b) such later date, if any, as may be
required by any subsequent change in applicable law, offer, sell or otherwise transfer such Notes except (a) to the Issuers or any subsidiary of the Issuers, (b) inside the United States to a “qualified institutional buyer” in
compliance with Rule 144A under the Securities Act, (c) inside the United States to an “institutional accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee a signed letter substantially in the form of this letter, (d) outside the United States in an offshore transaction in compliance with Rule 904 under the
Securities Act, (e) pursuant to any other available exemption from the registration requirements

  

 C-1 







 
of the Securities Act or (f) pursuant to an effective registration statement under the Securities Act. We acknowledge that the Issuers and the Trustee reserve the right prior to any offer,
sale or other transfer prior to the Resale Restriction Termination Date of the applicable Notes pursuant to clause (c) or (e) above to require the delivery of an opinion of counsel, certification and/or other information satisfactory to
the Issuers and the Trustee. 
 We understand that the Trustee will not be required to accept for registration of transfer any
Notes acquired by us, except upon presentation of evidence satisfactory to the Issuers and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that any Notes purchased by us will be in the form of
definitive physical certificates and that such certificates will bear a legend reflecting the substance of paragraph 3 of this letter. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person
that transfers of such Notes are restricted as stated herein and that certificates representing such Notes will bear a legend to that effect. 
 We represent that the Issuers and the Trustee and others are entitled to rely upon the truth and accuracy of our acknowledgments, representations and agreements set forth herein, and we agree to notify
you promptly in writing if any of our acknowledgments, representations or agreements herein cease to be accurate and complete. You are also irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby. 
 We represent to you that we have full
power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any investor account for which we are acting as fiduciary agent. 
 As used herein, the terms “offshore transaction,” “United States” and “U.S. person” have the respective
meanings given to them in Regulation S under the Securities Act. 
 THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

							
	Dated:                     	 		 	TRANSFEREE:
				
		 		 	By:	 	  


  

 C-2 







 EXHIBIT E 
 Form of Certificate To Be 
 Delivered in Connection 
 with Regulation S Transfers 
             ,          
 Wilmington Trust FSB 
 Corporate Capital Markets 
 50 S 6th St,
STE 1290 
 Minneapolis, MN 55402 
 Attn: [                    ] 
  

	Re:	 StoneMor Operating LLC, Cornerstone Family Services of West Virginia Subsidiary, Inc. and Osiris Holding of Maryland Subsidiary, Inc. (collectively,
the “Issuers”) 10 1/4% Senior Notes due
2017 (the “Notes”) 


 Ladies and Gentlemen:

 In connection with our proposed sale of $         aggregate principal amount
of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any
person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person
acting on our behalf knows that the transaction has been prearranged with a buyer in the United States; 
 (3) no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; 
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

 (5) we have advised the transferee of the transfer restrictions applicable to the Notes. 
  

 E-1 







 You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Defined terms used herein without definition have the respective meanings
provided in Regulation S. 
  

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	  



  

 E-2 







 EXHIBIT F 
 FORM OF SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of [                    ], among
[            ] (the “New Guarantor”), a subsidiary of StoneMor Partners, L.P. (or its successor), a Delaware limited Partnership (the “Partnership”),
StoneMor Operating LLC, a Delaware limited liability company (the “Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co”), and Osiris Holding of
Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and together with Cornerstone Co and the Company, the “Issuers”), the Guarantors (the “Existing Guarantors”) under the Indenture
referred to below, and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuers have heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of November 24, 2009 providing for the issuance of its
10 1/4% Senior Notes due 2017 (the
“Notes”); 
 WHEREAS under certain circumstances the Issuers are required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally Guarantee all of the Issuers’ obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth
herein; and 
 WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuers and the Existing Guarantors are
authorized to execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuers, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

 1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in
the Indenture. 
 (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and
“hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all other Guarantors, to Guarantee the
Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. From and after the date hereof, the New Guarantor
shall be a Guarantor for all purposes under the Indenture and the Notes. 
 3. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 
  

 E-1 







 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 5. Trustee Makes No Representation. The Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers. 
 6. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same agreement. 
 7. Headings. The headings of this
Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
  

 E-2 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date and year first above written. 
  

			
	[NEW GUARANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	STONEMOR OPERATING LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	EXISTING GUARANTORS:
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 E-3 








			
	By:	 	  

	Name:	 	
	Title:	 	
	
	 WILMINGTON TRUST FSB,
 as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 E-4