EX-4.1



 Exhibit 4.1 
 Execution Version 
 STONEMOR OPERATING LLC,
CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC. and OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC. 
 AND

 THE GUARANTORS NAMED HEREIN, 
 AND 
 WILMINGTON TRUST, NATIONAL ASSOCIATION 

as Trustee 
  

 
 SEVENTH
SUPPLEMENTAL INDENTURE 
 Dated as of May 24, 2013 

to 
 Indenture

 Dated as of November 24, 2009 
 10.25% Senior Notes due 2017 







 THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of May 24, 2013, is by and 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”) and Osiris Holding of Maryland Subsidiary, Inc., a Maryland corporation (“Osiris Co” and together with the Company and Cornerstone Co, the “Issuers”), StoneMor Partners L.P., a
Delaware limited partnership (the “Partnership”), the Subsidiary Guarantors listed on Schedule 1 hereto (such Subsidiary Guarantors, together with the Partnership, being called the “Guarantors”), and Wilmington
Trust, National Association, a national banking association, as successor trustee by merger to Wilmington Trust FSB (the “Trustee”). 
 WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered that certain Indenture, dated as of November 24, 2009, as amended and supplemented (the
“Indenture”); 
 WHEREAS, on November 24, 2009, the Issuers issued $150,000,000 in aggregate principal
amount of its 10.25% Senior Notes due 2017 (collectively, the “Notes”); 
 WHEREAS, $150,000,000 in aggregate
principal amount of Notes is currently outstanding; 
 WHEREAS, Section 8.02 of the Indenture provides that, with the
consent of Holders of a majority in principal amount of the Notes then outstanding (excluding any Notes owned by the Issuers or any of their Affiliates), the Issuers and the Guarantors, when each is authorized by a Board Resolution of its Board of
Directors, and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture, the Notes or the Note Guarantees (subject to certain exceptions); 

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution of the Board of Directors of
each of the Issuers and the Guarantors; 
 WHEREAS, the Issuers desire and have requested the Trustee to join with them and the
Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 8.02 of the Indenture; 

WHEREAS, the Issuers have been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth
in their Offer to Purchase and Consent Solicitation Statement dated May 13, 2013 and the related consent and letter of transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender
Offer”); 
 WHEREAS, (1) the Issuers have received the consent of the Holders of a majority in principal amount of
the outstanding Notes (excluding any Notes owned by the Issuers or any of their Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture,
(2) the Issuers have delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 8.06 of the Indenture and
(3) the Issuers and the Guarantors have satisfied all other conditions required under Article 8 of the Indenture to enable the Issuers, the Guarantors and the Trustee to enter into this Supplemental Indenture. 







 NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows: 
 ARTICLE I

 AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to Articles 3, 4, 5 and 6 of the Indenture. The Indenture is hereby amended by (1) substituting the words “three Business Days” for “30”
in Section 3.03(a) of the Indenture and (2) deleting the following Sections, paragraphs or clauses of the Indenture and all references and definitions related thereto in their entirety: 

Section 4.02 (Reports to Holders); 
 Section 4.03 (Waiver of Stay, Extension and Usury Laws); 

Section 4.04(b) (Compliance Certificate; Notice of Default); 
 Section 4.05 (Payment of Taxes and Other Claims); 
 Section 4.08
(Compliance with Laws); 
 Section 4.09 (Maintenance of Properties and Insurance); 

Section 4.10 (Limitations on Additional Indebtedness); 
 Section 4.11 (Limitations on Restricted Payments); 
 Section 4.12
(Limitations on Asset Sales); 
 Section 4.13 (Limitations on Transactions with Affiliates); 

Section 4.14 (Limitations on Liens); 
 Section 4.15 (Change of Control); 
 Section 4.16 (Limitations on Dividend
and Other Restrictions Affecting Restricted Subsidiaries); 
 Section 4.18 (Conduct of Business); 

Section 4.19 (Limitations on Designation of Unrestricted Subsidiaries); 

Section 4.20 (Additional Note Guarantees); 
 Clause (2) of Section 5.01(a) (Limitations on Mergers, Consolidations, Etc.); and 
 Clauses (f) and (g) of Section 6.01 (Events of Default). 

Section 1.2 Amendments to Notes. The Notes are hereby amended to substitute the words “three Business Days”
for the words “30 days” in the first sentence of paragraph 6 thereof and to delete all provisions inconsistent with the other amendments to the Indenture effected by this Supplemental Indenture. 

ARTICLE II 

MISCELLANEOUS PROVISIONS 
 Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 
 Section 2.2
Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that
in the case of conflict the provisions of this Supplemental Indenture shall control. 
 Section 2.3 Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors. All agreements of the Issuers and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors. 
 Section 2.5 Duplicate Originals. All
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of
signatures on this Supplemental Indenture via telecopy or other form of electronic transmission. 

  
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 Section 2.6 Severability. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall
not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law. 
 Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee
makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
 Section 2.8
Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental
Indenture shall become operative only upon the purchase by the Issuers, pursuant to the Tender Offer, of a majority in principal amount of the outstanding Notes (excluding, for this purpose, any Notes owned by the Issuers or any of their
Affiliates), with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Issuers shall notify the Trustee in writing
promptly after the occurrence of such purchase or promptly after the Issuers shall determine that such purchase will not occur. 

Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business
on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended
by the Issuers, with a notation as follows: 
 “Effective as of May 24, 2013, certain restrictive covenants of the Issuers and certain
Events of Default have been eliminated and the minimum notice period for optional redemptions has been reduced from 30 days to three Business Days, all as provided in the Seventh Supplemental Indenture, dated as of May 24, 2013. Reference
is hereby made to such Seventh Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 
 Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

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

			
	ISSUERS:
	
	STONEMOR OPERATING LLC
		
	By:	 	 /s/ Michael L. Stache

		 	Michael L. Stache
		 	Senior Vice President and Chief Operating Officer
	
	CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC.
	
	OSIRIS HOLDING OF MARYLAND SUBSIDIARY, INC.
		
	By:	 	 /s/ Michael L. Stache

		 	Michael L. Stache
		 	President and Chief Executive Officer
	
	PARENT GUARANTOR:
	
	STONEMOR PARTNERS L.P.
	By:	 	StoneMor GP LLC, its General Partner
		
	By:	 	 /s/ Timothy K. Yost

		 	Timothy K. Yost
		 	Chief Financial Officer and Secretary
	
	SUBSIDIARY GUARANTORS:
	
	THE ENTITIES LISTED ON SCHEDULE 1 HERETO, as Subsidiary Guarantors
		
	By:	 	 /s/ Michael L. Stache

		 	Michael L. Stache
		 	President
	
	TRUSTEE:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION (successor by merger to Wilmington Trust FSB), as Trustee
		
	By:	 	 /s/ Joseph P. O’Donnell

		 	Joseph P. O’Donnell
		 	Vice President



  
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 SCHEDULE 1 
 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. 

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. 

PRINCE GEORGE CEMETERY CORPORATION 
 PVD
ACQUISITIONS SUBSIDIARY, INC. 
 ROCKBRIDGE MEMORIAL GARDENS SUBSIDIARY COMPANY 
 ROSE LAWN CEMETERIES SUBSIDIARY, INCORPORATED 
 ROSELAWN DEVELOPMENT SUBSIDIARY CORPORATION

 RUSSELL MEMORIAL CEMETERY SUBSIDIARY, INC. 
 SHENANDOAH MEMORIAL PARK SUBSIDIARY, INC. 
 SIERRA VIEW MEMORIAL PARK 

SOUTHERN MEMORIAL SALES SUBSIDIARY, INC. 

SPRINGHILL MEMORY GARDENS SUBSIDIARY, INC. 
 STAR
CITY MEMORIAL SALES SUBSIDIARY, INC. 
 STEPHEN R. HAKY FUNERAL HOME, INC. 

  
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 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. 
 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. 
 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 
 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 

  
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 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 
 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 

  
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 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 

  
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