STONEMOR OPERATING LLC (AND OTHER ISSUERS)
EXHIBIT 4.2
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
9.34% SERIES B SENIOR SECURED NOTE DUE 2012
| No. RB- | ||
| Original Principal Amount: | $___________ | |
| Original Issue Date: | August 15, 2007 | |
| Interest Rate: | 9.34% per annum | |
| Interest Payment Dates: | November 15, February 15, May 15 and August 15 of each year commencing on November 15, 2007 | |
| Final Maturity Date: | August 15, 2012 | |
| Principal Prepayment Dates and Amounts: | Entire outstanding balance due on the Final Maturity Date | |
| PPN: 86186@ AA1 | ||
FOR VALUE RECEIVED, the undersigned, STONEMOR OPERATING LLC, a Delaware limited liability company (the “Company”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “Issuers”), hereby jointly and severally promise to pay to ___________, or registered assigns, the principal sum of _______________ DOLLARS ($_____________) 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) 11.34% 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 Series B 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.
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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 Guarantee.
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 left intentionally blank. Signature page follows.]
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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: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President of Finance | |
| 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 | ||
| ▇▇▇▇ 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 | ||
| ▇▇▇▇▇▇ County Memorial Park LLC | ||
| ▇▇▇▇▇▇ County Memorial Park Subsidiary, Inc. | ||
| 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. | ||
| By: | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇, as Vice President of Finance for each of the above-named Issuers | ||
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| Cornerstone Funeral and Cremation Services LLC | ||
| Covenant Acquisition LLC | ||
| Covenant Acquisition Subsidiary, Inc. | ||
| Crown Hill Cemetery Association | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Funeral Home, Inc. | ||
| ▇▇▇▇ Haven Memorial Park LLC | ||
| ▇▇▇▇ 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. | ||
| ▇▇▇▇▇ Memorial Park LLC | ||
| ▇▇▇▇▇ Memorial Park Subsidiary, Inc. | ||
| ▇.▇. ▇▇▇▇▇▇ LLC | ||
| ▇.▇. ▇▇▇▇▇▇ Subsidiary LLC | ||
| Juniata Memorial Park LLC | ||
| Juniata Memorial Park Subsidiary LLC | ||
| KIRIS LLC | ||
| KIRIS Subsidiary, Inc. | ||
| Lakewood/▇▇▇▇▇▇▇▇ Cemetery LLC | ||
| Lakewood/▇▇▇▇▇▇▇▇ 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 | ||
| ▇▇▇▇▇▇ [Virginia] LLC | ||
| ▇▇▇▇▇▇ [Virginia] Subsidiary, Inc. | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇ Cemetery LLC | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇ Cemetery Subsidiary, Inc. | ||
| Melrose Land LLC | ||
| Melrose Land Subsidiary LLC | ||
| Modern Park Development LLC | ||
| Modern Park Development Subsidiary, Inc. | ||
| ▇▇▇▇▇▇ 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. | ||
| By: | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇, as Vice President of Finance for each of the above-named Issuers | ||
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| 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. | ||
| Perpetual ▇▇▇▇▇▇▇.▇▇▇, 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 | ||
| ▇▇▇▇▇▇▇ Memorial Cemetery LLC | ||
| ▇▇▇▇▇▇▇ 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. | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Funeral Home, Inc. | ||
| ▇▇▇▇▇▇▇ LLC | ||
| ▇▇▇▇▇▇▇ 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: | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇, as Vice President of Finance for each of the above-named Issuers | ||
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| 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: | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇, as Vice President of Finance for each of the above-named Issuers | ||
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