EX-4.1



 Exhibit 4.1 

SUPPLEMENTAL INDENTURE NO. 2 

THIS SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of September 1, 2016, is among StoneMor
Wisconsin LLC, a Wisconsin limited liability company, and StoneMor Wisconsin Subsidiary LLC, a Wisconsin limited liability company (collectively, the “New Guarantors”), subsidiaries of StoneMor Partners L.P. (or its successor), a
Delaware limited partnership (the “Partnership”), and Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone” and, together with the Partnership, the
“Issuers”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wilmington Trust, National Association 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 May 28, 2013, providing for the issuance of their 7 7/8% Senior Notes due 2021 and those certain Notes identical in terms registered under the Securities Act of 1933 exchanged for such Senior
Notes (the “Notes”); 
 WHEREAS under certain circumstances the Issuers are required to cause each New Guarantor to execute
and deliver to the Trustee a supplemental indenture pursuant to which each 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 without the consent of Holders; 
 NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby acknowledged, each 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. Each 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, each 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. 







 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of
this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes. 
 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. 
 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 Guarantors:
		
		 	STONEMOR WISCONSIN LLC
			
		 	By:	 	 /s/ Frank Milles

		 		 	Name:	 	Frank Milles
		 		 	Title:	 	Vice President
		
		 	STONEMOR WISCONSIN SUBSIDIARY LLC
			
		 	By:	 	 /s/ Frank Milles

		 		 	Name:	 	Frank Milles
		 		 	Title:	 	Vice President
	
	Issuers:
		
		 	STONEMOR PARTNERS L.P.
		 	By: StoneMor GP LLC, its General Partner
			
		 	By:	 	 /s/ Sean P. McGrath

		 		 	Name:	 	Sean P. McGrath
		 		 	Title:	 	Chief Financial Officer



  
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		 	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
			
		 	By:	 	 /s/ Frank Milles

		 		 	Name:	 	Frank Milles
		 		 	Title:	 	Vice President
	
	Trustee:
		
		 	WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee
			
		 	By:	 	 /s/ Joseph P. O’Donnell

		 		 	Name:	 	Joseph P. O’Donnell
		 		 	Title:	 	Vice President



  
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 Existing Guarantors: 

ALLEGHANY MEMORIAL PARK SUBSIDIARY, INC. 
 ALTAVISTA MEMORIAL
PARK SUBSIDIARY, INC. 
 ARLINGTON DEVELOPMENT COMPANY 
 AUGUSTA
MEMORIAL PARK PERPETUAL CARE COMPANY 
 BIRCHLAWN BURIAL PARK SUBSIDIARY, INC. 

BRONSWOOD CEMETERY, INC. 
 CEDAR HILL FUNERAL HOME, INC. 

CEMETERY INVESTMENTS SUBSIDIARY, INC. 
 CHAPEL HILL ASSOCIATES,
INC. 
 CHAPEL HILL FUNERAL HOME, INC. 
 COLUMBIA MEMORIAL PARK
SUBSIDIARY, INC. 
 CORNERSTONE FAMILY INSURANCE SERVICES, INC. 

CORNERSTONE FAMILY SERVICES OF NEW JERSEY, INC. 
 COVINGTON
MEMORIAL FUNERAL HOME, INC. 
 COVINGTON MEMORIAL GARDENS, INC. 

COVENANT ACQUISITION SUBSIDIARY, INC. 
 ELOISE B. KYPER FUNERAL
HOME, INC. 
 FOREST LAWN GARDENS, INC. 
 FOREST LAWN MEMORIAL
CHAPEL INC. 
 FOREST LAWN MEMORY GARDENS INC. 
 GLEN HAVEN
MEMORIAL PARK SUBSIDIARY, INC. 
 HENRY MEMORIAL PARK SUBSIDIARY, INC. 

KIRIS SUBSIDIARY, INC. 
 KIRK & NICE, INC. 

KIRK & NICE SUBURBAN CHAPEL, 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/ Frank Milles                                
	Frank Milles, as Vice President for each of the above-named Existing Guarantors


  
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 PRINCE GEORGE CEMETERY CORPORATION 

PVD ACQUISITIONS SUBSIDIARY, INC. 
 ROCKBRIDGE MEMORIAL GARDENS
SUBSIDIARY COMPANY 
 ROSE LAWN CEMETERIES SUBSIDIARY, INCORPORATED 

ROSELAWN DEVELOPMENT SUBSIDIARY CORPORATION 
 RUSSELL MEMORIAL
CEMETERY SUBSIDIARY, INC. 
 STONEMOR PUERTO RICO CEMETERY AND FUNERAL, INC. 

SHENANDOAH MEMORIAL PARK SUBSIDIARY, INC. 
 SIERRA VIEW MEMORIAL
PARK 
 SOUTHERN MEMORIAL SALES SUBSIDIARY, INC. 
 SPRINGHILL
MEMORY GARDENS SUBSIDIARY, INC. 
 STAR CITY MEMORIAL SALES SUBSIDIARY, INC. 

STEPHEN R. HAKY FUNERAL HOME, INC. 
 STITHAM SUBSIDIARY,
INCORPORATED 
 STONEMOR ALABAMA SUBSIDIARY, INC. 
 STONEMOR
CALIFORNIA, INC. 
 STONEMOR CALIFORNIA SUBSIDIARY, INC. 

STONEMOR GEORGIA SUBSIDIARY, INC. 
 STONEMOR HAWAII SUBSIDIARY,
INC. 
 STONEMOR NORTH CAROLINA FUNERAL SERVICES, INC. 

STONEMOR OHIO SUBSIDIARY, INC. 
 STONEMOR PUERTO RICO CEMETERY AND
FUNERAL, INC. (FORMERLY SCI PUERTO RICO FUNERAL AND CEMETERY SERVICES, INC.) 
 STONEMOR TENNESSEE SUBSIDIARY, INC. 

STONEMOR WASHINGTON, INC. 
 SUNSET MEMORIAL GARDENS SUBSIDIARY,
INC. 
 SUNSET MEMORIAL PARK SUBSIDIARY, INC. 
 TEMPLE HILL
SUBSIDIARY CORPORATION 
 THE VALHALLA CEMETERY SUBSIDIARY CORPORATION 

VIRGINIA MEMORIAL SERVICE SUBSIDIARY CORPORATION 
 W N C
SUBSIDIARY, INC. 
 WICOMICO MEMORIAL PARKS SUBSIDIARY, INC. 

WILLOWBROOK MANAGEMENT CORP. 
  

	
	By:  /s/ Frank
Milles                                    
	Frank Milles, as Vice President for each of the above-named Existing Guarantors


  
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 ALLEGHANY MEMORIAL PARK LLC 

ALTAVISTA MEMORIAL PARK LLC 
 BIRCHLAWN BURIAL PARK LLC 

CEMETERY INVESTMENTS LLC 
 CEMETERY MANAGEMENT SERVICES, L.L.C.

 CEMETERY MANAGEMENT SERVICES OF OHIO, L.L.C. 
 CMS WEST LLC

 CMS WEST SUBSIDIARY LLC 
 COLUMBIA MEMORIAL PARK LLC 

CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA LLC 
 CORNERSTONE
FUNERAL AND CREMATION SERVICES LLC 
 CORNERSTONE TRUST MANAGEMENT SERVICES LLC (FORMERLY CEMETERY MANAGEMENT SERVICES OF
MID-ATLANTIC STATES, L.L.C.) 
 COVENANT ACQUISITION LLC 

GLEN HAVEN MEMORIAL PARK LLC 
 HENLOPEN MEMORIAL PARK LLC 

HENLOPEN MEMORIAL PARK SUBSIDIARY LLC 
 HENRY MEMORIAL PARK LLC

 JUNIATA MEMORIAL PARK LLC 
 KIRIS LLC 

LAKEWOOD/HAMILTON CEMETERY LLC 
 LAKEWOOD MEMORY GARDENS SOUTH LLC

 LAUREL HILL MEMORIAL PARK LLC 
 LOEWEN [VIRGINIA] LLC 

LORRAINE PARK CEMETERY LLC 
 MODERN PARK DEVELOPMENT LLC 

OAK HILL CEMETERY LLC 
 OSIRIS HOLDING OF MARYLAND LLC 

OSIRIS HOLDING OF PENNSYLVANIA LLC 
 OSIRIS HOLDING OF RHODE
ISLAND LLC 
 PLYMOUTH WAREHOUSE FACILITIES LLC 
 PVD
ACQUISITIONS LLC 
 ROCKBRIDGE MEMORIAL GARDENS LLC 
 ROLLING
GREEN MEMORIAL PARK LLC 
 ROSE LAWN CEMETERIES LLC 
 ROSELAWN
DEVELOPMENT LLC 
 RUSSELL MEMORIAL CEMETERY LLC 
 SHENANDOAH
MEMORIAL PARK LLC 
 SOUTHERN MEMORIAL SALES LLC 
 SPRINGHILL
MEMORY GARDENS LLC 
 STAR CITY MEMORIAL SALES LLC 
 STITHAM LLC

 STONEMOR ALABAMA LLC 
 STONEMOR ARKANSAS SUBSIDIARY LLC 

 

	
	By:  /s/ Frank
Milles                                
	Frank Milles, as Vice President for each of the above-named Existing Guarantors


  
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 STONEMOR CEMETERY PRODUCTS LLC 

STONEMOR COLORADO LLC 
 STONEMOR COLORADO SUBSIDIARY LLC 

STONEMOR FLORIDA LLC 
 STONEMOR FLORIDA SUBSIDIARY LLC 

STONEMOR GEORGIA LLC 
 STONEMOR HAWAII LLC 

STONEMOR HAWAIIAN JOINT VENTURE GROUP LLC 
 STONEMOR HOLDING OF
PENNSYLVANIA LLC 
 STONEMOR ILLINOIS LLC 
 STONEMOR ILLINOIS
SUBSIDIARY LLC 
 STONEMOR INDIANA LLC 
 STONEMOR INDIANA
SUBSIDIARY LLC 
 STONEMOR IOWA LLC 
 STONEMOR IOWA SUBSIDIARY
LLC 
 STONEMOR KANSAS LLC 
 STONEMOR KANSAS SUBSIDIARY LLC 

STONEMOR KENTUCKY LLC 
 STONEMOR KENTUCKY SUBSIDIARY LLC 

STONEMOR MICHIGAN LLC 
 STONEMOR MICHIGAN SUBSIDIARY LLC 

STONEMOR MISSISSIPPI LLC 
 STONEMOR MISSISSIPPI SUBSIDIARY LLC

 STONEMOR MISSOURI LLC 
 STONEMOR MISSOURI SUBSIDIARY LLC 

STONEMOR NORTH CAROLINA LLC 
 STONEMOR NORTH CAROLINA SUBSIDIARY
LLC 
 STONEMOR OHIO LLC 
 STONEMOR OKLAHOMA LLC 

STONEMOR OKLAHOMA SUBSIDIARY LLC 
 STONEMOR OREGON LLC 

STONEMOR OREGON SUBSIDIARY LLC 
 STONEMOR PENNSYLVANIA LLC 

STONEMOR PENNSYLVANIA SUBSIDIARY LLC 
 STONEMOR PUERTO RICO LLC

 STONEMOR PUERTO RICO SUBSIDIARY LLC 
 STONEMOR SOUTH CAROLINA
LLC 
 STONEMOR SOUTH CAROLINA SUBSIDIARY LLC 
 STONEMOR
WASHINGTON SUBSIDIARY LLC 
 SUNSET MEMORIAL GARDENS LLC 

SUNSET MEMORIAL PARK LLC 
 TEMPLE HILL LLC 

THE VALHALLA CEMETERY COMPANY LLC 
 TIOGA COUNTY MEMORIAL GARDENS
LLC 
 VIRGINIA MEMORIAL SERVICE LLC 
 WNCI LLC 

WICOMICO MEMORIAL PARKS LLC 
 WOODLAWN MEMORIAL PARK SUBSIDIARY
LLC 
  

	
	By:  /s/ Frank
Milles                                
	Frank Milles, as Vice President for each of the above-named Existing Guarantors


  
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