Form of Acquisition Note



 EXHIBIT 4.2 

FORM OF ACQUISITION NOTE 
  

			
	 U.S. $____________
	  	Philadelphia, Pennsylvania


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. 

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] 







 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


  

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 Additional Credit Parties 

Alleghany Memorial Park Subsidiary, Inc. 

Altavista Memorial Park Subsidiary, Inc. 

Arlington Development Company 
 Augusta Memorial
Park Perpetual Care Company 
 Bethel Cemetery Association 

Beth Israel Cemetery Association of Woodbridge, New Jersey 

Birchlawn Burial Park Subsidiary, Inc. 
 Cedar
Hill Funeral Home, Inc. 
 Cemetery Investments Subsidiary, Inc. 

Chapel Hill Associates, Inc. 
 Chapel Hill
Funeral Home, Inc. 
 Clover Leaf Park Cemetery Association 

Columbia Memorial Park Subsidiary, Inc. 

Cornerstone Family Insurance Services, Inc. 

Cornerstone Family Services of New Jersey, Inc. 

Cornerstone Family Services of West Virginia Subsidiary, Inc. 

Covenant Acquisition Subsidiary, Inc. 
 Covington
Memorial Funeral Home, Inc. 
 Covington Memorial Gardens, Inc. 

Crown Hill Cemetery Association 
 Eloise B. Kyper
Funeral Home, Inc. 
 Forest Lawn Memorial Chapel, Inc. 

Forest Lawn Memory Gardens, Inc. 
 Glen Haven
Memorial Park Subsidiary, Inc. 
 Henry Memorial Park Subsidiary, Inc. 

Highland Memorial Park, Inc. 
 Hillside Memorial
Park Association, 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.

 Locustwood Cemetery Association 

Loewen [Virginia] Subsidiary, Inc. 
 Lorraine
Park Cemetery Subsidiary, Inc. 
 Modern Park Development Subsidiary, Inc. 

Northlawn Memorial Gardens 
 Oak Hill Cemetery
Subsidiary, Inc. 
  

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

  


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 Ohio Cemetery Holdings, Inc. 

Osiris Holding Finance Company 
 Osiris Holding
of Maryland Subsidiary, Inc. 
 Osiris Holding of Rhode Island Subsidiary, Inc. 

Osiris Management, Inc. 
 Osiris Telemarketing
Corp. 
 Perpetual Gardens.Com, Inc. 

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. 
 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 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. 
  

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

  


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 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 
 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

  

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

  


 S-4 








 StoneMor Alabama LLC 

StoneMor Arkansas Subsidiary LLC 
 StoneMor
Cemetery Products LLC 
 StoneMor Colorado LLC 

StoneMor Colorado Subsidiary 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
Missouri LLC 
 StoneMor Missouri Subsidiary LLC 

StoneMor North Carolina LLC 
 StoneMor North
Carolina Subsidiary LLC 
 StoneMor Ohio 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 
  

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

  


 S-5 








 Sunset Memorial Gardens LLC 

Sunset Memorial Park LLC 
 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 
  

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

  


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