Registration Rights Agreement (2001)Full Document 

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                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                           STEWART ENTERPRISES, INC.,

                                 THE GUARANTORS
                          LISTED ON SCHEDULE A HERETO,

                                       AND


                         BANC OF AMERICA SECURITIES LLC,

                         DEUTSCHE BANC ALEX. BROWN INC.,

                      CREDIT LYONNAIS SECURITIES  INC.

                                       AND

                    SUNTRUST EQUITABLE SECURITIES CORPORATION





                            DATED AS OF JUNE 29, 2001



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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of June 29, 2001, by and among Stewart Enterprises, Inc., a
Louisiana corporation (the "COMPANY"), the Guarantors listed on Schedule A
hereto (the "GUARANTORS"), and Banc of America Securities LLC, Deutsche Banc
Alex. Brown Inc., Credit Lyonnais Securities (USA) Inc. and SunTrust Equitable
Securities Corporation (each an "INITIAL PURCHASER" and, collectively, the
"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 10 3/4%
Senior Subordinated Notes due 2008 (the "INITIAL NOTES") pursuant to the
Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of June 19, 2001 (the "Purchase Agreement"), by and among the Company,
the Guarantors and the Initial Purchasers (i) for your benefit and for the
benefit of each other Initial Purchaser and (ii) for the benefit of the holders
from time to time of the Notes (including you and each other Initial Purchaser).
In order to induce the Initial Purchasers to purchase the Initial Notes, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase
Agreement.

                  The parties hereby agree as follows:

                  SECTION 1. DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

     BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

     CLOSING DATE:  The date of this Agreement.

     COMMISSION:  The Securities and Exchange Commission.

     CONSUMMATE: A Registered Exchange Offer shall be deemed "Consummated" for
     purposes of this Agreement upon the occurrence of (i) the filing and
     effectiveness under the Securities Act of the Exchange Offer Registration
     Statement relating to the Exchange Notes to be issued in the Exchange
     Offer, (ii) the maintenance of such Registration Statement continuously
     effective and the keeping of the Exchange Offer open for a period not less
     than the minimum period required pursuant to Section 3(b) hereof, and (iii)
     the delivery by the Company to the Registrar under the Indenture of
     Exchange Notes in the same aggregate principal amount as the aggregate
     principal amount of Initial Notes that were tendered by Holders thereof
     pursuant to the Exchange Offer.

     EFFECTIVENESS TARGET DATE:  As defined in Section 5.

     EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

     EXCHANGE NOTES: The 10 3/4% Senior Subordinated Notes due 2008, of the same
     series under the Indenture as the Initial Notes, to be issued to Holders in
     exchange for Transfer Restricted Securities pursuant to this Agreement.


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     EXCHANGE OFFER: The registration by the Company under the Securities Act of
     the Exchange Notes pursuant to a Registration Statement pursuant to which
     the Company offers the Holders of all outstanding Transfer Restricted
     Securities the opportunity to exchange all such outstanding Transfer
     Restricted Securities held by such Holders for Exchange Notes in an
     aggregate principal amount equal to the aggregate principal amount of the
     Transfer Restricted Securities tendered in such exchange offer by such
     Holders.

     EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
     to the Exchange Offer, including the related Prospectus.

     EXEMPT RESALES: The transactions in which the Initial Purchasers propose to
     sell the Initial Notes to certain "qualified institutional buyers," as such
     term is defined in Rule 144A under the Securities Act, and to certain
     non-U.S. persons, in accordance with such Rule 144A and Regulation S under
     the Securities Act, respectively

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