Form of Aquisition Note


 Exhibit 4.5 
 FORM OF ACQUISITION NOTE 
  

							
	U.S. $        	  		  		  	Philadelphia, Pennsylvania November 24, 2009


 FOR VALUE RECEIVED, each of undersigned borrowers (individually a
“Borrower”, and collectively the “Borrowers”), hereby promises to pay to the order of [                    ]
or its permitted registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds on the Maturity Date of the Acquisition Facility, the principal sum of
                     U.S. DOLLARS ($        ) or, if less, the unpaid principal amount of
all Acquisition Loans made by the Lender pursuant to the Credit Agreement (as defined below), payable at such times and in such amounts as are specified in the Credit Agreement. 
 Each Borrower promises also to pay interest on the unpaid principal amount of each Acquisition Loan made by the Lender in like money from
the date hereof until paid at the rates and at the times provided in Section 2.08 of the Credit Agreement. 
 This Note is
one of the Acquisition Notes referred to in the Amended and Restated Credit Agreement, dated August 15, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), each of the Subsidiaries of the Operating Company (each individually a “Borrower” and collectively,
the “Borrowers”), StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited liability partnership (the “Partnership”), the Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and is entitled to the benefits of the Credit Agreement and of the other Credit Documents. Terms not otherwise defined herein
shall have the meaning ascribed to them in the Credit Agreement. This Note is secured by the Security Documents and is entitled to the benefits of the Collateral. As provided in the Credit Agreement, this Note is subject to voluntary and mandatory
repayment prior to the Maturity Date of the Acquisition Facility, in whole or in part, and Acquisition Loans may be converted from one Type into another Type to the extent provided in the Credit Agreement. 
 In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement. All obligations of the Borrowers hereunder (other than the Controlled Non-Profits) shall be joint and several. 
 Each Borrower hereby waives the requirements of demand, presentment, protest, notice of protest and dishonor and all other demands or
notices of any kind in connection with the delivery, acceptance, performance, default, dishonor or enforcement of this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE COMMONWEALTH; PROVIDED THAT THE LENDER SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW. 
  

 C-1-1 
 Form of Acquisition Note 







 THE BORROWERS AND THE LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OF CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 Notwithstanding anything to the contrary contained in this Note or the other Credit Documents, each Controlled Non-Profit shall be liable
only for that portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity under any other Credit Documents, (ii) any loan, advance or other distribution to such entity of
proceeds of any Loan or other extension of credit made to other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative or other management related fees, costs
and expenses of the General Partner, the Partnership, the Operating Company or any Borrower providing such services to such Controlled Non-Profits pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall
only secure, or be utilized to repay, such portion of the Obligations described above. 
 [REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK] 
  

 C-1-2 
 Form of Acquisition Note 







 IN WITNESS WHEREOF, and intending to be legally bound hereby, each Borrower has caused this
Acquisition Note to be executed by its duly authorized officer as of the day and year first written above. 
  

			
	STONEMOR GP LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President
	
	STONEMOR PARTNERS L.P.
		
	By:	 	STONEMOR GP LLC
		 	its General Partner
		
	By:	 	  

		 	Paul Waimberg, Vice President
	
	STONEMOR OPERATING LLC
		
	By:	 	  

		 	Paul Waimberg, Vice President


  

 C-1-3 
 Form of Acquisition Note 







 Additional Credit Parties 
 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. 
 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. 
  

			
	By:	 	  

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

  

 C-1-4 
 Form of Acquisition Note 







 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. 
 Osiris Holding of Pennsylvania LLC 
 Osiris Holding of Pennsylvania Subsidiary LLC 
  

			
	By:	 	  

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

  

 C-1-5 
 Form of Acquisition Note 







 Osiris Holding of Rhode Island LLC 
 Osiris Holding of Rhode Island Subsidiary, Inc. 
 Osiris Management, Inc. 
 Osiris Telemarketing Corp. 
 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 
  

			
	By:	 	  

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

  

 C-1-6 
 Form of Acquisition Note 







 StoneMor Indiana LLC 
 StoneMor Indiana Subsidiary LLC 
 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 Credit Parties

  

 C-1-7 
 Form of Acquisition Note