REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
STEWART ENTERPRISES, INC.,
LISTED ON SCHEDULE A HERETO,
BANC OF AMERICA SECURITIES LLC,
DEUTSCHE BANC ALEX. BROWN INC.,
CREDIT LYONNAIS SECURITIES INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION
DATED AS OF JUNE 29, 2001
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
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.
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
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