Form of Senior Secured Series C Note, dated December 21,2007



 EXHIBIT 4.1 
 STONEMOR OPERATING LLC 
 (AND OTHER ISSUERS) 
 SENIOR SECURED SERIES C NOTE 
  

			
	No.             	  	
		
	Original Principal Amount:	  	$                    
		
	Original Issue Date:	  	December 21, 2007
		
	Interest Rate:	  	9.09%
		
	Interest Payment Dates:	  	 March 21, June 21, September 21 and December 21
 of
each year commencing on March 21, 2008

		
	Final Maturity Date:	  	December 21, 2012
		
	Principal Prepayment Dates and Amounts:	  	None
		
	PPN:	  	86186@ AB9

 FOR VALUE RECEIVED, the undersigned, STONEMOR OPERATING LLC, a Delaware limited
liability company (the “Company”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “Issuers”), hereby
jointly and severally promise to pay to                                 ,
or registered assigns, the principal sum of                             
($                    ) on the Final Maturity Date specified above in an amount equal to the unpaid balance hereof, with interest
(computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the
Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an
Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, on any overdue payment of
interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 9.09% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its
“prime” or “base” rate. 
 Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this
Note are to be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company. 
 This Note is one of the Shelf Notes (herein called the “Note”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note
Purchase Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Note Purchase Agreement. 







 This Note is secured by, and entitled to the benefits of, the Collateral described in the Security
Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder. 
 Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantees.

 This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for
all other purposes, and the Issuers shall not be affected by any notice to the contrary. 
 In case an Event of Default, as defined in the
Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement. 
 Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of
the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations. 
 [Remainder of page intentionally left blank. Signature pages follow.] 







 This Note is intended to be performed in the State of New York and shall be construed and enforced in
accordance with the internal law of such State. 
  

			
	 STONEMOR OPERATING LLC, a Delaware limited
 liability company

		
	By:	 	  

	Name:	 	Paul Waimberg
	Title:	 	Vice President and Assistant Secretary


 Subsidiary Issuers: 
 Alleghany Memorial Park LLC 
 Alleghany Memorial Park Subsidiary, Inc. 
 Altavista Memorial Park LLC 
 Altavista Memorial Park Subsidiary, Inc. 
 Arlington Development Company 
 Augusta Memorial Park Perpetual Care Company

 Bedford County Memorial Park LLC 
 Bedford County Memorial Park
Subsidiary LLC 
 Bethel Cemetery Association 
 Beth Israel
Cemetery Association of Woodbridge, New Jersey 
 Birchlawn Burial Park LLC 
 Birchlawn Burial Park Subsidiary, Inc. 
 Blue Ridge Memorial Gardens LLC 
 Blue Ridge Memorial Gardens Subsidiary LLC 
 Butler County Memorial Park LLC

 Butler County Memorial Park Subsidiary, Inc. 
  

			
	By:	 	  

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









 Cedar Hill Funeral Home, Inc. 
 Cemetery Investments LLC 
 Cemetery Investments Subsidiary, Inc. 
 Cemetery Management Services, L.L.C. 
 Cemetery Management Services of Mid-Atlantic States, L.L.C. 
 Cemetery Management Services of Ohio, L.L.C. 
 Cemetery Management Services of
Pennsylvania, L.L.C. 
 Chartiers Cemetery LLC 
 Chartiers
Cemetery Subsidiary LLC 
 Clover Leaf Park Cemetery Association 
 CMS West LLC 
 CMS West Subsidiary LLC 
 Columbia
Memorial Park LLC 
 Columbia Memorial Park Subsidiary, Inc. 
 The
Coraopolis Cemetery LLC 
 The Coraopolis Cemetery Subsidiary LLC 
 Cornerstone Family Insurance Services, Inc. 
 Cornerstone Family Services of New Jersey, Inc. 
 Cornerstone Family Services of West Virginia LLC 
 Cornerstone Family Services
of West Virginia Subsidiary, Inc. 
 Cornerstone Funeral and Cremation Services LLC 
 Covenant Acquisition LLC 
 Covenant Acquisition Subsidiary, Inc. 
 Crown Hill Cemetery Association 
 Eloise B. Kyper Funeral Home, Inc.

 Glen Haven Memorial Park LLC 
 Glen Haven Memorial Park
Subsidiary, Inc. 
 Green Lawn Memorial Park LLC 
 Green Lawn
Memorial Park Subsidiary LLC 
 Henlopen Memorial Park LLC 
 Henlopen Memorial Park Subsidiary, Inc. 
 Henry Memorial Park LLC 
 Henry Memorial Park Subsidiary, Inc. 
 J.V. Walker LLC 
 J.V. Walker Subsidiary LLC 
 Juniata Memorial Park LLC 
 Juniata Memorial Park Subsidiary LLC 
 KIRIS LLC 
 KIRIS Subsidiary, Inc. 
  

			
	By:	 	  

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









 Lakewood/Hamilton Cemetery LLC 
 Lakewood/Hamilton Cemetery Subsidiary, Inc. 
 Lakewood Memory Gardens South LLC 
 Lakewood Memory Gardens South Subsidiary, Inc. 
 Laurel Hill Memorial Park LLC 
 Laurel Hill Memorial Park Subsidiary, Inc. 
 Laurelwood Cemetery LLC

 Laurelwood Cemetery Subsidiary LLC 
 Laurelwood Holding Company

 Legacy Estates, Inc. 
 Locustwood Cemetery Association

 Loewen [Virginia] LLC 
 Loewen [Virginia] Subsidiary, Inc.

 Lorraine Park Cemetery LLC 
 Lorraine Park Cemetery Subsidiary,
Inc. 
 Melrose Land LLC 
 Melrose Land Subsidiary LLC 

Modern Park Development LLC 
 Modern Park Development Subsidiary, Inc.

 Morris Cemetery Perpetual Care Company 
 Mount Lebanon Cemetery
LLC 
 Mount Lebanon Cemetery Subsidiary LLC 
 Mt. Airy Cemetery
LLC 
 Mt. Airy Cemetery Subsidiary LLC 
 Oak Hill Cemetery LLC

 Oak Hill Cemetery Subsidiary, Inc. 
 Osiris Holding Finance
Company 
 Osiris Holding of Maryland LLC 
 Osiris Holding of
Maryland Subsidiary, Inc. 
 Osiris Holding of Pennsylvania LLC 
 Osiris Holding of Pennsylvania Subsidiary LLC 
 Osiris Holding of Rhode Island LLC 
 Osiris Holding of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 
 Osiris Telemarketing Corp. 
  

			
	By:	 	  

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









 Perpetual Gardens.Com, Inc. 
 The Prospect Cemetery LLC 
 The Prospect Cemetery Subsidiary LLC 
 Prospect Hill Cemetery LLC 
 Prospect Hill Cemetery Subsidiary LLC 
 PVD Acquisitions LLC 
 PVD Acquisitions Subsidiary, Inc. 
 Riverside Cemetery LLC 
 Riverside Cemetery Subsidiary LLC 
 Riverview Memorial Gardens LLC 
 Riverview Memorial Gardens Subsidiary LLC

 Rockbridge Memorial Gardens LLC 
 Rockbridge Memorial Gardens
Subsidiary Company 
 Rolling Green Memorial Park LLC 
 Rolling
Green Memorial Park Subsidiary LLC 
 Rose Lawn Cemeteries LLC 
 Rose Lawn Cemeteries Subsidiary, Incorporated 
 Roselawn Development LLC 
 Roselawn Development Subsidiary Corporation 
 Russell Memorial Cemetery LLC 
 Russell Memorial Cemetery Subsidiary, Inc. 
 Shenandoah Memorial Park LLC

 Shenandoah Memorial Park Subsidiary, Inc. 
 Southern Memorial
Sales LLC 
 Southern Memorial Sales Subsidiary, Inc. 
 Springhill
Memory Gardens LLC 
 Springhill Memory Gardens Subsidiary, Inc. 
 Star City Memorial Sales LLC 
 Star City Memorial Sales Subsidiary, Inc. 
 Stephen R. Haky Funeral Home, Inc. 
 Stitham LLC 
 Stitham Subsidiary, Incorporated 
 StoneMor Alabama LLC 
 StoneMor Alabama Subsidiary, Inc. 
 StoneMor Colorado LLC 
 StoneMor Colorado Subsidiary LLC 
 StoneMor Georgia LLC 
 StoneMor Georgia Subsidiary, Inc. 
 StoneMor Illinois LLC 
 StoneMor Illinois Subsidiary LLC 
 StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 
  

			
	By:	 	  

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









 StoneMor Kansas LLC 
 StoneMor Kansas Subsidiary LLC 
 StoneMor Kentucky LLC 
 StoneMor Kentucky Subsidiary LLC 
 StoneMor Michigan LLC 
 StoneMor Michigan Subsidiary LLC 
 StoneMor Missouri LLC 
 StoneMor Missouri Subsidiary LLC 
 StoneMor North Carolina LLC 
 StoneMor North Carolina Funeral Services, Inc. 
 StoneMor North Carolina Subsidiary LLC 
 StoneMor Oregon LLC 
 StoneMor Oregon Subsidiary LLC 
 StoneMor Pennsylvania LLC 
 StoneMor Pennsylvania Subsidiary LLC 

StoneMor Washington, Inc. 
 StoneMor Washington Subsidiary LLC 

Sunset Memorial Gardens LLC 
 Sunset Memorial Gardens Subsidiary, Inc.

 Sunset Memorial Park LLC 
 Sunset Memorial Park Subsidiary,
Inc. 
 Temple Hill LLC 
 Temple Hill Subsidiary Corporation

 Tioga County Memorial Gardens LLC 
 Tioga County Memorial
Gardens Subsidiary LLC 
 Tri-County Memorial Gardens LLC 
 Tri-County Memorial Gardens Subsidiary LLC 
 Twin Hills Memorial Park and Mausoleum LLC 
 Twin Hills Memorial Park and Mausoleum Subsidiary LLC 
 The Valhalla Cemetery
Company LLC 
 The Valhalla Cemetery Subsidiary Corporation 
 Virginia Memorial Service LLC 
 Virginia Memorial Service Subsidiary Corporation 
 WNCI LLC 
 W N C Subsidiary, Inc. 
 Westminster Cemetery LLC 
 Westminster Cemetery Subsidiary LLC 
 Wicomico Memorial Parks LLC 
 Wicomico Memorial Parks Subsidiary, Inc. 
 Willowbrook Management Corp. 
 Woodlawn Memorial Gardens LLC 
 Woodlawn Memorial Gardens Subsidiary LLC 
 Woodlawn Memorial Park LLC 
 Woodlawn Memorial Park Subsidiary LLC 
  

			
	By:	 	  

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









 StoneMor Arkansas Subsidiary LLC 
 StoneMor California, Inc. 
 StoneMor California Subsidiary, Inc. 
 StoneMor Florida Subsidiary LLC 
 StoneMor Hawaii LLC 
 StoneMor Hawaii Subsidiary LLC 
 StoneMor Iowa LLC 
 StoneMor Iowa Subsidiary LLC 
 StoneMor Puerto Rico LLC 
 StoneMor Puerto Rico Subsidiary LLC 
 StoneMor South Carolina LLC 
 StoneMor South Carolina Subsidiary LLC 
 StoneMor Tennessee Subsidiary, Inc.

 Alderwoods (Ohio) Cemetery Holdings, Inc. 
 Highland Memorial
Park, Inc. 
 Hillside Memorial Park Association, Inc. 
 Northlawn
Memorial Gardens 
 Sierra View Memorial Park 
  

			
	By:	 	  

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