EXHIBIT 4.1
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
7.66% SENIOR SECURED NOTE DUE 2009
| | | | |
| No. RA- | | | | New York, New York |
| $ | | | | June 20, 2007 |
| PPN: 86185@ AA 2 | | | | |
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”) for value received, hereby jointly and severally promise to pay to____________, or registered assigns, the principal sum of__________ DOLLARS ($____________) on September 20, 2009, with interest (computed on the basis of a 360- day year of twelve 30-day months) (a) subject to clause (b) on the unpaid principal balance hereof from the date of this Note at the rate of 7.66% per annum, payable on March 20, June 20, September 20 and December 20 in each year, until the principal amount hereof shall 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 demand on the unpaid prinicpal balance hereof, and on any overdue premium, if any, and (to the extent permitted by applicable law) on any overdue payment of interest, at the rate per annum equal to the greater of (i) 9.66% or (ii) 2% over the rate of interest from time to time publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate. Payments of principal, premium, if any, and interest hereon shall be made in lawful money of the United States of America at the principal office of Citibank, N.A. or such other office or agency in New York, New York as designated by the Company.
This Note is one of the 7.66% Senior Secured Notes due September 20, 2009 (herein called the “Note”) of the Issuers 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”; unless defined herein, terms defined in the Note Purchase Agreement are to be defined herein as defined therein) entered into by the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits, and subject to the provisions of, the Note Purchase Agreement. This Note is secured by certain Security Documents referred to in the Note Purchase Agreement and is entitled to the benefits of certain General Partner/Parent Guarantee from time to time delivered pursuant to the Note Purchase Agreement and to an Intercreditor Agreement entered into pursuant thereto. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or in part, with or without a premium as specified in the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, 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 will not be affected by any notice to the contrary.
Under certain circumstances as specified in the Note Purchase Agreement, the principal of this Note may be declared due and payable in the manner 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.
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This Note shall be governed by and construed in accordance with New York law, without regard to principles of conflicts of laws.
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| STONEMOR OPERATING LLC, a Delaware limited liability company |
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| By: | | |
| Name: | | Paul Waimberg |
| 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 |
| Beth Israel Cemetery Association of Woodbridge, New Jersey |
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| Birchlawn Burial Park Subsidiary, Inc. |
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| Blue Ridge Memorial Gardens Subsidiary LLC |
| Butler County Memorial Park LLC |
| Butler County Memorial Park Subsidiary, Inc. |
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| 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 |
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| CMS West LLC |
| CMS West Subsidiary LLC |
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| Columbia Memorial Park Subsidiary, Inc. |
| The Coraopolis Cemetery LLC |
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| 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: | | |
| Paul Waimberg, 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 |
| 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. |
| 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. |
| |
| By: | | |
| Paul Waimberg, 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 Gardens.Com, Inc. |
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| Prospect Hill Cemetery Subsidiary LLC |
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| PVD Acquisitions Subsidiary, Inc. |
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| Riverside Cemetery Subsidiary LLC |
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| 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. |
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| 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 |
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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 |
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| Sunset Memorial Gardens Subsidiary, Inc. |
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| Sunset Memorial Park Subsidiary, Inc. |
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| 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 |
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