First Supplemental Indenture, dated as of December 31, 2019, by and among StoneMor Partners L.P., Cornerstone Family Services of West Virgina Subsidiary, Inc., StoneMor Inc., the Subsidiary Guarantors and Wilmington Trust, National Association

Exhibit 4.1

EXECUTION VERSION

First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2019, among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Co-Issuer” and, together with the Partnership, the “Issuers”), StoneMor Inc., a Delaware corporation (the “C-Corporation”), the Subsidiary Guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”).

W I T N E S E T H

WHEREAS, the Issuers and the Subsidiary Guarantors have heretofore executed and delivered to Wilmington Trust, National Association, in its capacity as collateral agent and as the Trustee, an indenture (as amended, modified or supplemented from time to time, the “Indenture”), dated as of June 27, 2019, providing for the issuance of $385,000,000 of 9.875% / 11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”);

WHEREAS, Section 8.05(k) of the Indenture provides that under certain circumstances, on the date that the C-Corporation Conversion is consummated, the Partnership, the C-Corporation and the Subsidiary Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which all of the requirements set forth in the Indenture applicable to the Partnership shall thereafter be applicable to the C-Corporation (subject to the provisions of the Indenture) and the C-Corporation shall, among other things, unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 12.01 of the Indenture, the Partnership, the C-Corporation, the Subsidiary Guarantors and the Trustee 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, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)    Agreement to Guarantee, etc. The C-Corporation hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article XIII thereof (with references to Subsidiary Guarantors in such Article XIII also referring, mutatis mutandis, to the C-Corporation from and after December 31, 2019). Additionally, from and after December 31, 2019, pursuant to its Guarantee, the C-Corporation agrees to be bound by the provisions of the definition of the term C-Corporation Conversion and the provisions of Section 8.05(k) of the Indenture to the extent the same relate to the C-Corporation.

(3)    Execution and Delivery. The C-Corporation agrees that the provisions of clause (2) above shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)    Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5)    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile or PDF transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6)    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7)    The Trustee. The Trustee makes no representations and 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 recitals are made solely by the C-Corporation.

(8)    Ratification of Indenture; Supplemental Indenture 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.

(9)    Representations and Warranties by C-Corporation. The C-Corporation hereby represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture.

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IN WITNESS WHEREOF, each of the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

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