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EXHIBIT 4.3
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 (USA) 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
HOLDERS: As defined in Section 2(b) hereof.
INDEMNIFIED HOLDER: As defined in Section 8(a) hereof.
INDENTURE: The Indenture, dated as of June 29, 2001, among the Company and
Firstar Bank, N.A., as trustee (the "TRUSTEE"), pursuant to which the Notes
are to be issued, as such Indenture is amended or supplemented from time to
time in accordance with the terms thereof.
INITIAL PURCHASER: As defined in the preamble hereto.
INITIAL NOTES: The 10 3/4% Senior Subordinated Notes due 2008, of the same
series under the Indenture as the Exchange Notes, for so long as such
securities constitute Transfer Restricted Securities.
INITIAL PLACEMENT: The issuance and sale by the Company of the Initial
Notes to the Initial Purchasers pursuant to the Purchase Agreement.
INTEREST PAYMENT DATE: As defined in the Indenture and the Notes.
NASD: National Association of Securities Dealers, Inc.
NOTES: The Initial Notes and the Exchange Notes.
PERSON: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.
PROSPECTUS: The prospectus included in a Registration Statement, as amended
or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated
by reference into such Prospectus.
RECORD HOLDER: With respect to any Damages Payment Date relating to the
Notes, each Person who is a Holder of Notes on the record date with respect
to the Interest Payment Date on which such Damages Payment Date shall
occur.
REGISTRATION DEFAULT: As defined in Section 5 hereof.
REGISTRATION STATEMENT: Any registration statement of the Company relating
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b)
the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, which is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included
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therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference
therein.
SECURITIES ACT: The Securities Act of 1933, as amended.
SHELF FILING DEADLINE: As defined in Section 4 hereof.
SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.
TRUST INDENTURE ACT: The Trust Indenture Act of 1939 as in effect on the
date of the Indenture.
TRANSFER RESTRICTED SECURITIES: Each Initial Note, until the earliest to
occur of (a) the date on which such Initial Note is exchanged in the
Exchange Offer and entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the
Securities Act, (b) the date on which such Initial Note has been
effectively registered under the Securities Act and disposed of in
accordance with a Shelf Registration Statement and (c) the date on which
such Initial Note is distributed to the public pursuant to Rule 144 under
the Securities Act or by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein).
UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: A registration in which
securities of the Company are sold to an underwriter for reoffering to the
public.
SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT
(a) TRANSFER RESTRICTED SECURITIES. The securities entitled to
the benefits of this Agreement are the Transfer Restricted Securities.
(b) HOLDERS OF TRANSFER RESTRICTED SECURITIES. A Person is
deemed to be a holder of Transfer Restricted Securities (each, a "HOLDER")
whenever such Person owns Transfer Restricted Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company and the Guarantors shall (i)
cause to be filed with the Commission as soon as practicable after the Closing
Date, but in no event later than 90 days after the Closing Date, a Registration
Statement under the Securities Act relating to the Exchange Notes and the
Exchange Offer, (ii) use their reasonable best efforts to cause such
Registration Statement to become effective at the earliest possible time, but in
no event later than 120 days after the Closing Date, (iii) in connection with
the foregoing, file (A) all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such
Registration Statement pursuant to Rule 430A under the Securities Act and (C)
cause all necessary filings in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Registration Statement, commence the
Exchange Offer. The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be
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offered in exchange for the Transfer Restricted Securities and to permit resales
of Notes held by Broker-Dealers as contemplated by Section 3(c) below.
(b) The Company shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 days after the date
notice of the Exchange Offer is mailed to the Holders. The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use its best efforts to cause the
Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 30 days after the Effectiveness Target Date.
(c) The Company shall indicate in a "Plan of Distribution"
section contained in the Prospectus forming a part of the Exchange Offer
Registration Statement that any Broker-Dealer who holds Initial Notes that are
Transfer Restricted Securities and that were acquired for its own account as a
result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange
such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes received by
such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement
may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.
The Company and the Guarantors shall use their best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.
The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales.
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SECTION 4. SHELF REGISTRATION
(a) If (i) the Company is not required to file an Exchange
Offer Registration Statement or to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after
the procedures set forth in Section 6(a) below have been complied with), (ii)
for any reason the Exchange Offer is not Consummated within 30 days after the
Effectiveness Target Date, or (iii) any Holder of Transfer Restricted Securities
shall have notified the Company in writing within 20 Business Days following the
Closing Date that (A) such Holder is prohibited by applicable law or Commission
policy from participating in the Exchange Offer, or (B) such Holder may not
resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or one of its affiliates, then, upon
such Holder's request, the Company and the Guarantors shall (x) cause to be
filed a shelf registration statement pursuant to Rule 415 under the Securities
Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the "SHELF REGISTRATION STATEMENT") on or prior to the earliest to
occur of (1) the 60th day after the date on which the Company determines that it
is not required to file the Exchange Offer Registration Statement, (2) the 60th
day after the date on which the Company receives notice from a Holder of
Transfer Restricted Securities as contemplated by clause (ii) above, and (3) the
60th day after the Closing Date (such earliest date being the "SHELF FILING
DEADLINE"), which Shelf Registration Statement shall provide for resales of all
Transfer Restricted Securities the Holders of which shall have provided the
information required pursuant to Section 4(c) hereof; and (y) use their
reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 30th day after the Shelf
Filing Deadline.
(b) The Company and the Guarantors shall use their best
efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for resales of
Notes by the Holders of Transfer Restricted Securities entitled to the benefit
of this Section 4(a), and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period of at least two
years following the effective date of such Shelf Registration Statement (or
shorter period that will terminate when all the Notes covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement).
(c) No Holder of Transfer Restricted Securities may include
any of its Transfer Restricted Securities in any Shelf Registration Statement
pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 20 business days after receipt of a request therefor, such
information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.
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SECTION 5. LIQUIDATED DAMAGES
If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii)
the Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within three business
days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself promptly declared effective (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company
and the Guarantors hereby jointly and severally agree to pay to each Holder of
Transfer Restricted Securities affected thereby liquidated damages in an amount
equal to one half of one percent (0.50%) per annum on the principal amounts of
the Transfer Restricted Securities held by such Holder during the 90-day period
immediately following the occurrence of any Registration Default and shall
increase by an additional one half of one percent (0.50%) per annum on the
principal amounts of such Transfer Restricted Securities at the end of each
subsequent 90-day period, but in no event shall such increase exceed 2.00% per
annum. Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the liquidated damages payable with
respect to the Transfer Restricted Securities as a result of the provisions of
this paragraph shall cease.
All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such Note shall have been satisfied in full.
SECTION 6. REGISTRATION PROCEDURES
(a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with
the Exchange Offer, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) below, shall use their best efforts to effect such
exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Company
there is a question as to whether the Exchange Offer is permitted by
applicable law, the Company and the Guarantors hereby agree to seek a
no-action letter or other favorable decision from the Commission
allowing the Company and the Guarantors to Consummate an Exchange Offer
for such Initial Notes. The Company and the Guarantors each hereby
agrees to pursue the issuance of such a decision to the Commission
staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. The Company and the
Guarantors each hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the
Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded
that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such
submission.
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(ii) As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company,
prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the
Exchange Notes to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Notes in its ordinary course of business. In
addition, all such Holders of Transfer Restricted Securities shall
otherwise cooperate in the Company's preparations for the Exchange
Offer. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on
the date of this Agreement rely on the position of the Commission
enunciated in MORGAN STANLEY AND CO., INC. (available June 5, 1991) and
EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated
July 2, 1993, and similar no-action letters (which may include any
no-action letter obtained pursuant to clause (i) above), and (2) must
comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction
and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation
S-K if the resales are of Exchange Notes obtained by such Holder in
exchange for Initial Notes acquired by such Holder directly from the
Company.
(b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their reasonable best efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company will as expeditiously as
possible prepare and file with the Commission a Registration Statement relating
to the registration on any appropriate form under the Securities Act, which form
shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof.
(c) GENERAL PROVISIONS. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Notes by Broker-Dealers), the Company shall:
(i) use its best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements
(including, if required by the Securities Act or any regulation
thereunder, financial statements of the Guarantors) for the period
specified in Section 3 or 4 of this Agreement, as applicable; upon the
occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for
resale of Transfer Restricted Securities during the
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period required by this Agreement, the Company shall file promptly an
appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the
case of either clause (A) or (B), use its reasonable best efforts to
cause such amendment to be declared effective and such Registration
Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;
(ii) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective for the
applicable period set forth in Section 3 or 4 hereof, as applicable, or
such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold; cause
the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely
manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Registration Statement or supplement to the
Prospectus;
(iii) advise the underwriter(s), if any, and selling Holders
promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when
the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements
to the Prospectus or for additional information relating thereto, (C)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or
of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or
sale in any jurisdiction, or the initiation of any proceeding for any
of the preceding purposes, (D) of the existence of any fact or the
happening of any event that makes any statement of a material fact made
in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the
statements therein not misleading. If at any time the Commission shall
issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Securities
under state securities or Blue Sky laws, the Company and the Guarantors
shall use their best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time;
(iv) furnish without charge to each of the Initial Purchasers,
each selling Holder named in any Registration Statement, and each of
the underwriter(s), if any, before filing with the Commission, copies
of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the
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initial filing of such Registration Statement), which documents
(excluding documents incorporated by reference as a result of
requirements for periodic reporting under the Exchange Act prior to the
initial filing of the Registration Statement) will be subject to the
review of such Holders and underwriter(s) in connection with such sale,
if any, for a period of at least three business days, and the Company
will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or
Prospectus (excluding all such documents incorporated by reference as a
result of requirements for periodic reporting under the Exchange Act)
to which an Initial Purchaser of Transfer Restricted Securities covered
by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within three business days after the
receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be
deemed to be reasonable if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission;
(v) promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document to the Initial Purchasers, each selling
Holder named in any Registration Statement, and to the underwriter(s),
if any, make the Company's representatives and representatives of the
Guarantors available for discussion of such document and other
customary due diligence matters, and include such information in such
document prior to the filing thereof as such selling Holders or
underwriter(s), if any, reasonably may request;
(vi) make available at reasonable times for inspection by each
selling Holder, the Initial Purchasers, any managing underwriter
participating in any disposition pursuant to such Registration
Statement and any attorney or accountant retained by such Initial
Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of the Company
and the Guarantors and cause the Company's and the Guarantors'
officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in
connection with such Registration Statement subsequent to the filing
thereof and prior to its effectiveness; provided, however, that the
foregoing information gathering (i) shall be coordinated on behalf of
the selling Holders, Initial Purchasers, managing underwriter or any
representative thereof, by one counsel, who shall be Shearman &
Sterling, or such other counsel as may be chosen by the Holders of a
majority in principal amount of Transfer Restricted Securities and (ii)
shall not be available for any such Holder who does not agree in
writing to hold such information in confidence;
(vii) if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included
therein, including, without limitation, information relating to the
"Plan of Distribution" of the Transfer Restricted Securities,
information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being
paid
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therefor and any other terms of the offering of the Transfer Restricted
Securities to be sold in such offering; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;
(viii) cause the Transfer Restricted Securities covered by the
Registration Statement to be rated with at least one rating agency,
acceptable to the underwriter(s), if any, if so requested by the
Holders of a majority in aggregate principal amount of Notes covered
thereby or the underwriter(s), if any;
(ix) furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including financial statements and schedules, all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);
(x) deliver to each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; the Company
and the Guarantors hereby consent to the use of the Prospectus and any
amendment or supplement thereto by each of the selling Holders and each
of the underwriter(s), if any, in connection with the offering and the
sale of the Transfer Restricted Securities covered by the Prospectus or
any amendment or supplement thereto, subject to compliance by such
Holder with the final paragraph of this Section;
(xi) enter into, and cause the Guarantors to enter into, such
customary agreements (including an underwriting agreement), and make,
and cause the Guarantors to make, such customary representations and
warranties, and take all such other customary actions in connection
therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any Registration Statement
contemplated by this Agreement, all to such extent as may be reasonably
requested by any Initial Purchaser or by any Holder of Transfer
Restricted Securities or underwriter in connection with any sale or
resale pursuant to any Registration Statement contemplated by this
Agreement; and whether or not an underwriting agreement is entered into
and whether or not the registration is an Underwritten Registration,
the Company and the Guarantors shall:
(A) furnish to each Initial Purchaser, each selling
Holder and each underwriter, if any, in such substance and
scope as they may reasonably request and as are customarily
made by issuers to underwriters in primary underwritten
offerings, upon the date of the Consummation of the Exchange
Offer and, if applicable, the effectiveness of the Shelf
Registration Statement:
(1) a certificate, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, signed by (y) the President or any
Vice President and (z) a principal financial or
accounting officer, treasurer,
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assistant treasurer, secretary or assistant secretary
of each of the Company and the Guarantors,
confirming, as of the date thereof, the matters set
forth in paragraphs (i), (ii) and (iii) of Section 5
(f) of the Purchase Agreement and such other matters
as such parties may reasonably request;
(2) an opinion, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company and the
Guarantors, covering the matters set forth in
paragraph (c) of Section 5 of the Purchase Agreement
and such other matters as such parties may reasonably
request, and in any event including a statement to
the effect that such counsel has participated in
conferences with officers and other representatives
of the Company, representatives of the independent
public accountants for the Company, the Initial
Purchasers' representatives and the Initial
Purchasers' counsel in connection with the
preparation of such Registration Statement and the
related Prospectus and have considered the matters
required to be stated therein and the statements
contained therein, although such counsel has not
independently verified the accuracy, completeness or
fairness of such statements; and that such counsel
advises that, on the basis of the foregoing (relying
as to materiality to a large extent upon facts
provided to such counsel by officers and other
representatives of the Company and without
independent check or verification), no facts came to
such counsel's attention that caused such counsel to
believe that the applicable Registration Statement,
at the time such Registration Statement or any
post-effective amendment thereto became effective,
and, in the case of the Exchange Offer Registration
Statement, as of the date of Consummation, contained
an untrue statement of a material fact or omitted to
state a material fact required to be stated therein
or necessary to make the statements therein not
misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the
case of the opinion dated the date of Consummation of
the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or
omitted to state a material fact necessary in order
to make the statements therein, in light of the
circumstances under which they were made, not
misleading. Without limiting the foregoing, such
counsel may state further that such counsel assumes
no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of
the financial statements, notes and schedules and
other financial data included in any Registration
Statement contemplated by this Agreement or the
related Prospectus; and
(3) a customary comfort letter, dated as of
the date of Consummation of the Exchange Offer or the
date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company's
independent accountants, in the customary form and
covering matters
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of the type customarily covered in comfort letters by
underwriters in connection with primary underwritten
offerings, and affirming the matters set forth in the
comfort letters delivered pursuant to Section 5(a) of
the Purchase Agreement, without exception;
(B) set forth in full or incorporate by reference in
the underwriting agreement, if any, the indemnification
provisions and procedures of Section 8 hereof with respect to
all parties to be indemnified pursuant to said Section; and
(C) deliver such other documents and certificates as
may be reasonably requested by such parties to evidence
compliance with clause (A) above and with any customary
conditions contained in the underwriting agreement or other
agreement entered into by the Company or the Guarantors
pursuant to this clause (xi), if any.
If at any time the representations and warranties of the
Company and the Guarantors contemplated in clause (A)(1) above cease to be true
and correct, the Company or the Guarantors shall so advise the Initial
Purchasers and the underwriter(s), if any, and each selling Holder promptly and,
if requested by such Persons, shall confirm such advice in writing;
(xii) prior to any public offering of Transfer Restricted
Securities, cooperate with, and cause the Guarantors to cooperate with,
the selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the securities or Blue Sky laws of
such jurisdictions as the selling Holders or underwriter(s) may request
and do any and all other acts or things necessary or reasonably
advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that neither the Company nor the
Guarantors shall be required to register or qualify as a foreign
corporation where it is not then so qualified or to take any action
that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not then so
subject;
(xiii) shall issue, upon the request of any Holder of Initial
Notes covered by the Shelf Registration Statement, Exchange Notes,
having an aggregate principal amount equal to the aggregate principal
amount of Initial Notes surrendered to the Company by such Holder in
exchange therefor or being sold by such Holder; such Exchange Notes to
be registered in the name of such Holder or in the name of the
purchaser(s) of such Notes, as the case may be; in return, the Initial
Notes held by such Holder shall be surrendered to the Company for
cancellation;
(xiv) cooperate with, and cause the Guarantors to cooperate
with, the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to
be in such denominations and registered in such names as the Holders or
the underwriter(s), if any, may request at least two business days
prior to any sale of Transfer Restricted Securities made by such
underwriter(s);
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(xv) use its best efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may
be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (xii)
above;
(xvi) if any fact or event contemplated by clause (c)(iii)(D)
above shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading;
(xvii) provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of the Registration
Statement and provide the Trustee under the Indenture with printed
certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with the Depositary Trust Company;
(xviii) cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter") that is required to be retained in accordance with the
rules and regulations of the NASD, and use its reasonable best efforts
to cause such Registration Statement to become effective and approved
by such governmental agencies or authorities as may be necessary to
enable the Holders selling Transfer Restricted Securities to consummate
the disposition of such Transfer Restricted Securities;
(xix) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) for the twelve-month period (A) commencing
at the end of any fiscal quarter in which Transfer Restricted
Securities are sold to underwriters in a firm or best efforts
Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of the Registration
Statement;
(xx) cause the Indenture to be qualified under the Trust
Indenture Act not later than the effective date of the first
Registration Statement required by this Agreement, and, in connection
therewith, cooperate, and cause the Guarantors to cooperate, with the
Trustee and the Holders of Notes to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute,
and cause the Guarantors to execute, and use its best efforts to cause
the Trustee to execute, all documents that may be required to effect
such changes and all other forms and documents required to be filed
with the Commission to enable such Indenture to be so qualified in a
timely manner;
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(xxi) cause all Transfer Restricted Securities covered by the
Registration Statement to be listed on each securities exchange on
which similar securities issued by the Company are then listed if
requested by the Holders of a majority in aggregate principal amount of
Initial Notes or the managing underwriter(s), if any; and
(xxii) provide promptly to each Holder upon request each
document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act.
Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
keep such notice confidential and forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the
"ADVICE") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. If so directed by the Company, each Holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date when each
selling Holder covered by such Registration Statement shall have received the
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xvi) hereof or shall have received the Advice; however, no such extension
shall be taken into account in determining whether Liquidated Damages are due
pursuant to Section 5 hereof or the amount of such Liquidated Damages. It is
agreed that the Company's option to suspend use of a Registration Statement
pursuant to this paragraph for more than three business days shall be treated as
a Registration Default for purposes of Section 5. Each Holder agrees to deliver
the Prospectus, if required by the Securities Act, and, if so required, in the
manner and at the time required by the Securities Act. Each Holder further
agrees that it will use the Prospectus and any amendment or supplement thereto,
and make any offer and sale of the Notes, only in compliance with the terms of
this Agreement and all laws and regulations applicable to it, and will conform
its offering and sale of Notes to the plan of distribution set forth in the
Prospectus.
SECTION 7. REGISTRATION EXPENSES
(a) All expenses incident to the Company's or the Guarantors'
performance of or compliance with this Agreement will be borne by the Company
and/or the Guarantors, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
NASD (and, if applicable, the reasonable fees and expenses of any "qualified
independent underwriter" and its counsel that may be required by the rules and
regulations of the NASD)); (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Exchange
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Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and, subject to Section 7(b) below,
the Holders of Transfer Restricted Securities; (v) all application and filing
fees in connection with listing the Exchange Notes on a national securities
exchange or automated quotation system pursuant to the requirements thereof, if
such listing is required pursuant to Section 6(c)(xxi) hereof; and (vi) all fees
and disbursements of independent certified public accountants of the Company and
the Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).
The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company. Notwithstanding any requirement to the contrary set
forth in this Agreement, the Purchase Agreement or the Indenture, the Company
shall not be responsible for any costs, included but not limited to commissions,
fees, discounts of underwriter(s), brokers, dealers or agents.
(b) In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Shearman & Sterling unless another firm shall be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.
SECTION 8. INDEMNIFICATION
(a) The Company agrees and the Guarantors, jointly and
severally, agree to indemnify and hold harmless (i) each Holder and (ii) each
person, if any, who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) any Holder (any of the persons referred
to in this clause (ii) being hereinafter referred to as a "controlling person")
and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged
untrue
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statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company
by any of the Holders expressly for use therein. This indemnity agreement shall
be in addition to any liability which the Company may otherwise have.
In case any action or proceeding (including any governmental
or regulatory investigation or proceeding) shall be brought or asserted against
any of the Indemnified Holders with respect to which indemnity may be sought
against the Company or the Guarantors, such Indemnified Holder (or the
Indemnified Holder controlled by such controlling person) shall promptly notify
the Company and the Guarantors in writing (provided, that the failure to give
such notice shall not relieve the Company or the Guarantors of their respective
obligations pursuant to this Agreement). The Company shall be liable for any
settlement of any such action or proceeding effected with the Company's prior
written consent, which consent shall not be withheld unreasonably, and the
Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Company. The
Company shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, claim, litigation or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination includes an unconditional release
of each Indemnified Holder from all liability arising out of such action, claim,
litigation or proceeding. This indemnity will be in addition to any liability
that the Company and the Guarantors may otherwise have under this Agreement.
(b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and the
Guarantors and any person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, or any Guarantor,
and the respective officers, directors, partners, employees, representatives and
agents of each such person (collectively, the "COMPANY INDEMNITEES"), to the
same extent as the foregoing indemnity from the Company and the Guarantors to
each of the Indemnified Holders, but only with respect to claims and actions
based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or
proceeding shall be brought against the Company or its directors or officers or
any such controlling person in respect of which indemnity may be sought against
a Holder of Transfer Restricted Securities, such Holder shall have the rights
and duties given the Company by the preceding paragraph. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the proceeds received by such Holder upon the sale of the Securities
giving rise to such indemnification obligation. This indemnity will be in
addition to any liability that the Holders may otherwise have under this
Agreement.
(c) In case any action is brought against any indemnified
party and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate in
and, to the extent that it shall elect, jointly with all other indemnifying
parties similarly notified, by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party;
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provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that a conflict may arise between the positions of the
indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (together with local
counsel), approved by the indemnifying party, representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying party.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand,
and the Holders, on the other hand, from the Initial Placement (which in the
case of the Issuer shall be deemed to be equal to the total net proceeds from
the Initial Placement as set forth on the cover page of the Offering
Memorandum), the amount of Liquidated Damages which did not become payable as a
result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable
law, the relative fault of the Company and the Guarantors on the one hand, and
of the Indemnified Holder, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and of the Indemnified Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 8(a),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.
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The Company, the Guarantors and each Holder of Transfer
Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, none of the Holders (and its
related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total proceeds received by such
Holder with respect to the Initial Notes exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Initial Notes held by each of the Holders
hereunder and not joint.
SECTION 9. RULE 144A
The Company and the Guarantors each hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to
make available to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.
SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the terms hereof and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.
SECTION 11. SELECTION OF UNDERWRITERS
The Holders of Transfer Restricted Securities covered by the
Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.
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SECTION 12. MISCELLANEOUS
(a) REMEDIES. The Company and the Guarantors each hereby
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate; provided, that the Liquidated Damages
contemplated hereunder shall be the exclusive remedy for any breach of Section 3
or 4 of the Agreement.
(b) NO INCONSISTENT AGREEMENTS. The Company will not, and will
cause the Guarantors not to, on or after the date of this Agreement enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Other than this Agreement, neither the Company nor the
Guarantors has entered into any agreement granting any registration rights with
respect to its debt securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.
(c) ADJUSTMENTS AFFECTING THE NOTES. The Company will not take
any action, and will use its reasonable best efforts to prevent any change from
occuring, with respect to the Notes that would materially and adversely affect
the ability of the Holders to Consummate any Exchange Offer.
(d) AMENDMENTS AND WAIVERS. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities being tendered or registered;
provided that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be
effective.
(e) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of
the Registrar under the Indenture, with a copy to the Registrar under
the Indenture; and
(ii) if to the Company:
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, LA 70005
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Telecopier No.: (504) 837-5880
Attention: Kenneth C. Budde,
Executive Vice President and Chief Financial
Officer
With a copy to:
Jones, Walker, Waechter, Poitevent, Carrere and Denegre,
L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170
Telecopier No.: (504) 582-8012
Attention: Lee Richards McMillan, Esq.
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder.
(g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.
(j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(k) ENTIRE AGREEMENT. This Agreement together with the other
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final
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expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
STEWART ENTERPRISES, INC.
By: /s/ WILLIAM E. ROWE
----------------------------------
Name: William E. Rowe
Title: President and Chief
Executive Officer
GUARANTORS:
S.E. OF TUCSON, ARIZONA, INC.
GRIFFIN-LEGGETT, INC.
FOREST HILLS CEMETERY, INC.
GRIFFIN LEGGETT HEALEY & ROTH, INC.
GRIFFIN-LEGGETT INSURANCE AGENCY, INC
GROSS FUNERAL HOME, INC.
REST HILLS MEMORIAL PARK, INC.
GRIFFIN LEGGETT - CONWAY, INC.
DILDAY BROTHERS HUNTINGTON VALLEY MORTUARY
HOPSON MORTUARY, INC.
LASSILA FUNERAL CHAPELS, INC.
SANTA BARBARA FUNERAL SERVICES, INC.
S.E. ACQUISITION OF CALIFORNIA, INC.
ALL SOULS MORTUARY, INC.
ASHES TO ASHES, INC.
ASSUMPTION MORTUARY, INC.
BARSTOW FUNERAL HOMES, INC.
BUCHHEIM FAMILY, INC.
CALVARY MORTUARY OF LOS
ANGELES, CALIFORNIA, INC.
CATHOLIC MORTUARY SERVICES, INC.
DeYOUNG MEMORIAL CHAPEL, INC.
HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC.
HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC.
LOMBARD & CO.
N.D. DAVIS & ASSOCIATES, INC.
QUEEN OF HEAVEN MORTUARY, INC.
RESURRECTION MORTUARY, INC.
RICHARD PIERCE FUNERAL SERVICE
RIVER CITIES FUNERAL CHAPEL, INC.
S.E. ACQUISITION OF DELANO, CALIFORNIA, INC.
S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC.
24
S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC.
S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC.
S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC.
S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC.
S.E. ACQUISITION OF SAN DIEGO, CALIFORNIA, INC.
SAN FERNANDO MISSION MORTUARY, INC.
SANTA CLARA MORTUARY, INC.
SCOVERN MORTUARY, A CALIFORNIA CORPORATION
SDCA HOLDINGS, INC.
SAN DIEGO CEMETERY ASSOCIATION
SIMPLICITY PLAN OF CALIFORNIA, INC.
STEWART PRE-NEED SERVICES, INC.
STRICKLIN/SNIVELY MORTUARY
CATALINA CHANNEL CREMATION SOCIETY
WALLACE E. WHITE & HOWARD J. CALLANAN, INC.
WOODSIDE CHAPEL OF CRIPPEN & FLYNN
SENTINEL CREMATION SOCIETIES, INC.
S.E. ACQUISITION OF MURIETTA, CALIFORNIA, INC.
S.E. ACQUISITION OF SANTA MARIA, CALIFORNIA, INC.
VICTOR V. DESROSIER, INC.
CEMETERY MANAGEMENT, INC.
ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC.
BALDWIN-FAIRCHILD FUNERAL HOMES, INC.
ALL FAITHS MEMORIAL PARK, INC.
ORLANDO FUNERAL HOME, INCORPORATED
THE SIMPLICITY PLAN, INC.
BAY AREA CREMATORY, INC.
BRUCE OCALA FUNERAL HOME, INC.
BETH DAVID FUNERAL CHAPEL TAMPA, INC.
BETH DAVID MEMORIAL CHAPEL, INC.
CHAPEL HILL CEMETERY, INC.
GLEN HAVEN MEMORIAL PARK, INC.
HIGHLAND MEMORY GARDENS, INC.
SEMORAN FUNERAL HOME, INC.
FLORIDA HILLS MEMORIAL GARDENS, INC.
GARDEN OF MEMORIES, INC.
A.P. BOZA FUNERAL HOME, INC.
CURRY & SON FUNERAL HOME, INC.
WOODLAWN MEMORY GARDENS, INC. (ST. PETE)
GOOD SHEPHERD MEMORIAL GARDENS, INC.
DAVID C. GROSS FUNERAL HOME, INC.
25
HUBBELL FUNERAL HOME AND CREMATORY, INC.
KENT R. PALMER, INC.
KICLITER FUNERAL HOME, INC.
MADCEM OF FLORIDA, INC.
MEMORIAL PARK CEMETERY, INC.
OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC.
ROBERTS FUNERAL HOME, INC.
ROYAL PALM MEMORIAL GARDENS, INC.
SYLVAN ABBEY MEMORIAL PARK, INC.
TRINITY MEMORIAL GARDENS OF LAKELAND, INC.
TURNER CREMATORY, INC.
TURNER FUNERAL HOMES, INC.
WALSH & WOOD FUNERAL HOME, INC.
WOODLAWN PARK CEMETERY COMPANY
MEMORIAL SUNSET PARK, INC.
NATIONAL MONUMENT CO., INC.
SOUTH DADE-PALMS MEMORIAL PARK, INC.
CHEATHAM HILL MEMORIAL PARK, INC.
EMPRESAS STEWART - CEMENTERIOS, INC.
EMPRESAS STEWART - FUNERARIAS, INC.
EASTLAWN CORPORATION
HOLLY HILL MEMORIAL PARK, INC.
ROSE HAVEN FUNERAL HOME & CEMETERY, INC.
ACME MAUSOLEUM CORPORATION
INTERNATIONAL STONE & ERECTORS, INC.
LAKE LAWN METAIRIE FUNERAL HOME, INC.
LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE)
LAKE LAWN PARK, INC.
METAIRIE CEMETERY ASSOCIATION
PINE CREST CEMETERY, INC.
ALL FAITHS FUNERAL HOME, INC.
MOUNT OLIVET CEMETERY, INC.
S.E. AUSTRALIA, INC.
S.E. SOUTH-CENTRAL, INC.
ELLISON FUNERAL HOME, INC.
KILGORE-GREEN FUNERAL HOME, INC.
LATHAN FUNERAL HOME, INC.
PINE CREST FUNERAL HOME, INC.
FAITH MEMORIAL PARK & MAUSOLEUM COMPANY, INC.
VALHALLA MEMORY GARDENS AND FUNERAL HOME, INC.
ROCKCO AND SON FUNERAL HOME, INC.
ROCKCO'S FUNERAL HOMES, INC.
S.E. ACQUISITION OF LITHONIA, GEORGIA, INC.
ANDREW J. McGANN & SON FUNERAL HOME, INC.
S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC.
26
S.E. ACQUISITION OF OAK LAWN AND ORLAND PARK, ILLINOIS, INC.
S.E. CEMETERY MANAGEMENT OF ILLINOIS, INC.
THEIS-GORSKI FUNERAL HOME, INC.
KNUTSON FUNERAL HOMES, INC.
PAULEY FUNERAL HOME, INC.
RUNYAN MANGOLD, INC.
PROFESSIONAL FUNERAL SERVICES, INC.
D.W. NEWCOMER'S SONS, INC.
DWN PROPERTIES, INC.
FUNERAL SECURITY PLANS, INC.
S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC.
WYUKA FUNERAL HOME, INC.
WYUKA SIMPLICITY PLAN, INC.
S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO, INC.
S.E. ACQUISITION OF SANTA FE, NEW MEXICO, INC.
S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC.
MT. JULIET FUNERAL HOME, INC.
MT. JULIET MEMORIAL GARDENS, INC.
NAVE FUNERAL HOME OF LEBANON, INC.
CEMETERY SERVICES, INC.
S.E. CEMETERY MANAGEMENT OF WISCONSIN, INC.
WISCONSIN MEMORIAL PARK COMPANY, INC.
TIME-LOCK INSURANCE AGENCY, INC.
SIMPLE TRIBUTE, INC.
SIMPLE TRIBUTE OF FLORIDA, INC.
SIMPLE TRIBUTE OF TENNESSEE, INC.
SIMPLE TRIBUTE OF MARYLAND, INC.
ST. BERNARD MEMORIAL GARDENS, INC.
ST. BERNARD MEMORIAL FUNERAL HOME, INC.
ST. VINCENT de PAUL CEMETERY ASSOCIATION
STEWART ENTERPRISES (EUROPE), INC.
STEWART RESOURCE CENTER, INC.
STEWART SERVICES, INC.
S.E. MID-ATLANTIC, INC.
GARNER FAMILY FUNERAL HOME, INC.
HAISTEN FUNERAL HOMES, INC.
HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.
HIGGINS AND SON FUNERAL HOME, INC.
S.E. ACQUISITION OF PIKEVILLE, KENTUCKY, INC.
BOUNDS FUNERAL HOME, INC.
CEDAR HILL CEMETERY COMPANY, INC.
CREST LAWN MEMORIAL GARDENS, INC.
FORT LINCOLN CEMETERY, INC.
27
FORT LINCOLN FUNERAL HOME, INC.
GALLERY GRANITE CORPORATION
HILLCREST MEMORIAL CEMETERY, INC.
HINES-RINALDI FUNERAL HOME, INC.
JOHN M. TAYLOR FUNERAL HOME, INC.
LOUDON PARK CEMETERY COMPANY
DRUID RIDGE CEMETERY COMPANY
LOUDON PARK FUNERAL HOME, INC.
NALLEY'S FUNERAL HOME, INC.
NATIONAL HARMONY MEMORIAL PARK, INC.
PARKLAWN, INC.
THE PARKWOOD CEMETERY COMPANY
PARKWOOD MANAGEMENT COMPANY
WILLIAM W. CHAMBERS, INC.
GORNY & GORNY PATERSON-CLIFTON MORTUARY
S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC.
C.J. APPLEGATE & SONS, INC.
GARDINIER COLLETTI MEMORIAL HOME, INC.
MATTLE GRAY NULTON FUNERAL HOME, INC.
MURPHY FUNERAL SERVICE, INC.
NULTON FUNERAL HOME, INC.
OTTO REDANZ FUNERAL HOME, INC.
CORNELL & DAGGETT, INC.
S.E. ACQUISITION OF FREDONIA, NEW YORK, INC.
BROWN MEMORIALS, INC.
CATAWBA MEMORIAL PARK, INC.
CENTRAL STONE WORKS, INCORPORATED
HAROLD C. DAVIS, INC.
EVANS FUNERAL HOME, INC.
EVERGREEN MEMORIAL GARDENS, INC.
GARRETT - HILLCREST, INC.
HIGHLAND MEMORY GARDENS OF FRANKLIN COUNTY, INC.
JOHNSON FUNERAL HOME, INC.
LANCASTER FUNERAL HOMES, INC.
MCLAURIN'S FUNERAL HOME, INC.
MILLER-LEE, INC.
PARKLAWN MEMORIAL GARDENS, INC.
POLLOCK WELLS FUNERAL SERVICE, INC.
STEPHENS SERVICES, INC.
THOMAS-YELVERTON COMPANY
1730 INVESTMENT CO., INC.
MEMORIAL PARKS, INCORPORATED
BENJAMIN FRANKLIN P. M., INC.
GEORGE WASHINGTON MEMORIAL PARK, INC.
KIRK & NICE SUBURBAN CHAPEL, INC.
KIRK & NICE, INC.
S.E. ACQUISITION OF PENNSYLVANIA, INC.
S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC.
28
SUNSET MEMORIAL PARK COMPANY
PET HAVEN, INC.
DUNBAR FUNERAL HOME, INC.
THE MACKEY MORTUARY, INC.
CANNON FUNERAL HOME, INC.
OCONEE MEMORIAL FUNERAL HOME, INC.
PINEVIEW, INC.
S.E. ACQUISITION OF NORTH AUGUSTA, SOUTH CAROLINA, INC.
S.E. ACQUISITION OF CHARLESTON, INC.
S.E. ACQUISITION OF LIBERTY, SOUTH CAROLINA, INC.
S.E. ACQUISITION OF SOUTH CAROLINA, INC.
MONTE VISTA BURIAL PARK, INC.
BLUE RIDGE MEMORIAL GARDENS, INC.
CLINCH VALLEY MEMORIAL CEMETERY, INC.
EVERLY COMMUNITY FUNERAL CARE, INC.
EVERLY FUNERAL HOMES, INCORPORATED
EVERLY PFP, INC.
SIMPLICITY PLANS OF ALABAMA, INC.
FAIRFAX FUNERAL HOME, INC.
JOSEPH W. TEAGUE FUNERAL HOME, INC.
RICHMOND MEMORIAL PARKS, INC.
WASHINGTON MEMORIAL CEMETERY, INCORPORATED
WISE CORPORATION
BARTLETT-BURDETTE-COX FUNERAL HOME, INC.
CALFEE FUNERAL SERVICE OF PINEVILLE, INC.
CASDORPH & CURRY FUNERAL HOME, INC.
DODD-PAYNE-HESS FUNERAL HOME, INC.
EVANS FUNERAL HOME, INC. (WEST VIRGINIA)
GRACELAND MAUSOLEUM, INC.
KIMES FUNERAL HOME, INC.
KLINGEL-CARPENTER MORTUARY, INC.
S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.
WILSON FUNERAL HOME, INC.
LAKEWOOD MEMORIAL PARK, INC.
MEMORIAL SERVICES OF COLUMBIA, INC.
MEMORIAL FUNERAL HOME, INC.
LINCOLN MEMORIAL MORTUARY, INC.
S.E. ACQUISITION OF NEVADA, INC.
DESERT MEMORIAL, INC.
NEPTUNE SOCIETY OF NEVADA, INC.
RENO MEMORIAL, INC.
S.E. ACQUISITION OF RENO, NEVADA, INC.
STRONG & BURNS FUNERAL HOME, INC.
MONTLAWN MEMORIAL PARK, INC.
ROCKY MOUNT MEMORIAL PARK, INC.
S.E. ACQUISITION OF OREGON, INC.
AMLING/SCHROEDER FUNERAL SERVICE, INC.
29
CASCADE CREMATORY, INC.
CHAPEL OF THE ROSES, INC.
CHAPEL OF THE VALLEY FUNERAL HOME, INC.
DUTTON, INC.
J.P. FINLEY AND SON MORTUARY, INC.
SUNSET HILLS MEMORIAL PARK
GREENWOOD CEMETERY, INC.
NISWONGER & REYNOLDS, INC.
S.E. ACQUISITION OF MYRTLE CREEK, OREGON, INC.
S.E. ACQUISITION OF REEDSPORT, OREGON, INC.
TABOR'S DESERT HILLS MORTUARY, INC.
CAROLINA FINANCIAL CORPORATION OF PICKENS
HILL-CREST MEMORIAL PARK
OCONEE MEMORIAL GARDENS, INC.
DILLARD MEMORIAL, INC.
COLE & GARRETT FUNERAL HOMES, INC.
HIGHLAND MEMORIAL CEMETERY, INC.
HOLLY HILLS, INC.
KINGSPORT CEMETERY CORPORATION
THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.
PASADENA FUNERAL HOME, INC.
RESTLAND FUNERAL HOME, INC.
ANDERSON-CLAYTON BROS. FUNERAL HOMES, INC.
LITTLE BETHEL MEMORIAL PARK, INC.
ROSELAWN MEMORIAL GARDENS, INC.
BELEW FUNERAL HOME, INC.
BEXAR COUNTY MORTUARY SERVICES, INC.
BLUEBONNET HILLS MEMORIAL PARK, INC.
BLUEBONNET HILLS FUNERAL HOME, INC.
BRIGHT-HOLLAND FUNERAL HOME, INC.
CRESPO & SONS, INCORPORATED
DALTON & SON FUNERAL HOME, INC.
EMERALD HILLS FUNERAL CORPORATION
J. E. FOUST & SON FUNERAL DIRECTORS, INC.
GUARDIAN CREMATION SOCIETY, INC.
GUARDIAN FUNERAL HOME, INC.
HILLTOP MEMORIAL PARK
LAUREL LAND MEMORIAL PARK, INC.
LAUREL LAND FUNERAL HOME, INC.
SINGING HILLS FUNERAL HOME, INC.
LAUREL LAND OF FORT WORTH, INC.
LAUREL LAND FUNERAL HOME OF FORT WORTH, INC.
LYONS FUNERAL HOME, INC.
METROCREST FUNERAL HOME, INC.
RESTLAND OF DALLAS, INC.
ABBEY PLAN OF TEXAS, INC.
30
HIGHLAND MEMORIAL GARDENS, INC.
SIMPLICITY PLAN OF TEXAS, INC.
SOUTHPARK FUNERAL HOME, INC.
SOUTH MEMORIAL PARK, INC.
S.E. ACQUISITION OF WASHINGTON, INC.
E.R. BUTTERWORTH & SONS
CREMATION SOCIETY NORTHWEST, INC.
EVERGREEN STAPLES FUNERAL CHAPEL, INC.
CUNNINGHAM MEMORIAL PARK, INC.
LEGACY ONE, INC.
FINDLAY CEMETERY, INC.
EASTLAWN MEMORIAL GARDENS, INCORPORATED
GRANDVIEW MEMORY GARDENS, INCORPORATED
GREENHILLS MEMORY GARDENS, INC.
HIGHLAND MEMORY GARDENS, INCORPORATED
HOLLY MEMORIAL GARDENS, INC. (VA)
MONTICELLO MEMORY GARDENS, INC.
SUNSET MEMORY GARDENS, INC.
BLUE RIDGE FUNERAL HOME, INC.
BLUE RIDGE MEMORIAL GARDENS, INC.
C.G.R., INC.
EASTERN CEMETERY ASSOCIATES, INC.
ETERNAL LIGHT FUNERALS, INC.
KANAWHA PLAZA PARTNERSHIP
LEGACY ONE SERVICE CORPORATION
LOI CHARLESTON, INC.
MOUNTAIN VIEW MEMORY GARDENS, INC.
NATIONAL EXCHANGE TRUST, LTD.
NATIONAL FUNERAL SERVICES, INCORPORATED
PLEASANT VIEW MEMORY GARDENS, INC.
WILLIAMS-BLUE RIDGE FUNERAL HOME, INC.
By: /s/ KENNETH C. BUDDE
---------------------------------------
Name: Kenneth C. Budde
Title: Authorized Signatory
31
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANC ALEX. BROWN INC.
CREDIT LYONNAIS (USA) INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION
BY: BANC OF AMERICA SECURITIES LLC
By: /s/ JAMES G. ROSE, JR.
---------------------------------------
Name: James G. Rose, Jr.
Title: Managing Director
32
SCHEDULE A
GUARANTORS
- --------------------------------------------------------------------------------
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
1 S.E. OF TUCSON, ARIZONA, INC. ARIZONA
2 GRIFFIN-LEGGETT, INC. ARKANSAS
3 FOREST HILLS CEMETERY, INC. ARKANSAS
4 GRIFFIN LEGGETT HEALEY & ROTH, INC. ARKANSAS
5 GRIFFIN-LEGGETT INSURANCE AGENCY, INC. ARKANSAS
6 GROSS FUNERAL HOME, INC. ARKANSAS
7 REST HILLS MEMORIAL PARK, INC. ARKANSAS
8 GRIFFIN LEGGETT - CONWAY, INC. ARKANSAS
9 DILDAY BROTHERS HUNTINGTON VALLEY MORTUARY CALIFORNIA
10 HOPSON MORTUARY, INC. CALIFORNIA
11 LASSILA FUNERAL CHAPELS, INC. CALIFORNIA
12 SANTA BARBARA FUNERAL SERVICES, INC. CALIFORNIA
13 S.E. ACQUISITION OF CALIFORNIA, INC. CALIFORNIA
14 ALL SOULS MORTUARY, INC. CALIFORNIA
15 ASHES TO ASHES, INC. CALIFORNIA
16 ASSUMPTION MORTUARY, INC. CALIFORNIA
17 BARSTOW FUNERAL HOMES, INC. CALIFORNIA
18 BUCHHEIM FAMILY, INC. CALIFORNIA
19 CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CALIFORNIA
20 CATHOLIC MORTUARY SERVICES, INC. CALIFORNIA
21 DeYOUNG MEMORIAL CHAPEL, INC. CALIFORNIA
22 HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. CALIFORNIA
23 HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. CALIFORNIA
24 LOMBARD & CO. CALIFORNIA
25 N.D. DAVIS & ASSOCIATES, INC. CALIFORNIA
26 QUEEN OF HEAVEN MORTUARY, INC. CALIFORNIA
27 RESURRECTION MORTUARY, INC. CALIFORNIA
28 RICHARD PIERCE FUNERAL SERVICE CALIFORNIA
29 RIVER CITIES FUNERAL CHAPEL, INC. CALIFORNIA
30 S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. CALIFORNIA
31 S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC. CALIFORNIA
32 S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC. CALIFORNIA
33 S.E. ACQUISITION OF LOS OSOS MORTUARY AND MEMORIAL PARK, INC. CALIFORNIA
34 S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC. CALIFORNIA
35 S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC. CALIFORNIA
36 S.E. ACQUISITION OF SAN DIEGO, CALIFORNIA, INC. CALIFORNIA
37 SAN FERNANDO MISSION MORTUARY, INC. CALIFORNIA
38 SANTA CLARA MORTUARY, INC. CALIFORNIA
39 SCOVERN MORTUARY, A CALIFORNIA CORPORATION CALIFORNIA
40 SDCA HOLDINGS, INC. CALIFORNIA
41 SAN DIEGO CEMETERY ASSOCIATION CALIFORNIA
42 SIMPLICITY PLAN OF CALIFORNIA, INC. CALIFORNIA
</Table>
33
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
43 STEWART PRE-NEED SERVICES, INC. CALIFORNIA
44 STRICKLIN/SNIVELY MORTUARY CALIFORNIA
45 CATALINA CHANNEL CREMATION SOCIETY CALIFORNIA
46 WALLACE E. WHITE & HOWARD J. CALLANAN, INC. CALIFORNIA
47 WOODSIDE CHAPEL OF CRIPPEN & FLYNN CALIFORNIA
48 SENTINEL CREMATION SOCIETIES, INC. DELAWARE
49 S.E. ACQUISITION OF MURIETTA, CALIFORNIA, INC. CALIFORNIA
50 S.E. ACQUISITION OF SANTA MARIA, CALIFORNIA, INC. CALIFORNIA
51 VICTOR V. DESROSIER, INC. CALIFORNIA
52 CEMETERY MANAGEMENT, INC. FLORIDA
53 ARLINGTON MEMORIAL PARK CEMETERY AND FUNERAL HOME, INC. FLORIDA
54 BALDWIN-FAIRCHILD FUNERAL HOMES, INC. FLORIDA
55 ALL FAITHS MEMORIAL PARK, INC. FLORIDA
56 ORLANDO FUNERAL HOME, INCORPORATED FLORIDA
57 THE SIMPLICITY PLAN, INC. FLORIDA
58 BAY AREA CREMATORY, INC. FLORIDA
59 BRUCE OCALA FUNERAL HOME, INC. FLORIDA
60 BETH DAVID FUNERAL CHAPEL TAMPA, INC. FLORIDA
61 BETH DAVID MEMORIAL CHAPEL, INC. FLORIDA
62 CHAPEL HILL CEMETERY, INC. FLORIDA
63 GLEN HAVEN MEMORIAL PARK, INC. FLORIDA
64 HIGHLAND MEMORY GARDENS, INC. FLORIDA
65 SEMORAN FUNERAL HOME, INC. FLORIDA
66 FLORIDA HILLS MEMORIAL GARDENS, INC. FLORIDA
67 GARDEN OF MEMORIES, INC. FLORIDA
68 A.P. BOZA FUNERAL HOME, INC. FLORIDA
69 CURRY & SON FUNERAL HOME, INC. FLORIDA
70 WOODLAWN MEMORY GARDENS, INC. (ST. PETE) FLORIDA
71 GOOD SHEPHERD MEMORIAL GARDENS, INC. FLORIDA
72 DAVID C. GROSS FUNERAL HOME, INC. FLORIDA
73 HUBBELL FUNERAL HOME AND CREMATORY, INC. FLORIDA
74 KENT R. PALMER, INC. FLORIDA
75 KICLITER FUNERAL HOME, INC. FLORIDA
76 MADCEM OF FLORIDA, INC. FLORIDA
77 MEMORIAL PARK CEMETERY, INC. FLORIDA
78 OAKLAWN PARK CEMETERY AND FUNERAL HOME, INC. FLORIDA
79 ROBERTS FUNERAL HOME, INC. FLORIDA
80 ROYAL PALM MEMORIAL GARDENS, INC. FLORIDA
81 SYLVAN ABBEY MEMORIAL PARK, INC. FLORIDA
82 TRINITY MEMORIAL GARDENS OF LAKELAND, INC. FLORIDA
83 TURNER CREMATORY, INC. FLORIDA
84 TURNER FUNERAL HOMES, INC. FLORIDA
85 WALSH & WOOD FUNERAL HOME, INC. FLORIDA
</Table>
34
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
86 WOODLAWN PARK CEMETERY COMPANY FLORIDA
87 MEMORIAL SUNSET PARK, INC. FLORIDA
88 NATIONAL MONUMENT CO., INC. FLORIDA
89 SOUTH DADE-PALMS MEMORIAL PARK, INC. FLORIDA
90 CHEATHAM HILL MEMORIAL PARK, INC. GEORGIA
91 EMPRESAS STEWART - CEMENTERIOS, INC. LOUISIANA
92 EMPRESAS STEWART - FUNERARIAS, INC. LOUISIANA
93 EASTLAWN CORPORATION GEORGIA
94 HOLLY HILL MEMORIAL PARK, INC. GEORGIA
95 ROSE HAVEN FUNERAL HOME & CEMETERY, INC. GEORGIA
96 ACME MAUSOLEUM CORPORATION LOUISIANA
97 INTERNATIONAL STONE & ERECTORS, INC. LOUISIANA
98 LAKE LAWN METAIRIE FUNERAL HOME, INC. LOUISIANA
99 LAKE LAWN METAIRIE FUNERAL HOME (JOINT VENTURE) LOUISIANA
100 LAKE LAWN PARK, INC. LOUISIANA
101 METAIRIE CEMETERY ASSOCIATION LOUISIANA
102 PINE CREST CEMETERY, INC. ALABAMA
103 ALL FAITHS FUNERAL HOME, INC. LOUISIANA
104 MOUNT OLIVET CEMETERY, INC. LOUISIANA
105 S.E. AUSTRALIA, INC. LOUISIANA
106 S.E. SOUTH-CENTRAL, INC. LOUISIANA
107 ELLISON FUNERAL HOME, INC. ALABAMA
108 KILGORE-GREEN FUNERAL HOME, INC. ALABAMA
109 LATHAN FUNERAL HOME, INC. ALABAMA
110 PINE CREST FUNERAL HOME, INC. ALABAMA
111 FAITH MEMORIAL PARK & MAUSOLEUM COMPANY, INC. ALABAMA
112 VALHALLA MEMORY GARDENS AND FUNERAL HOME, INC. ALABAMA
113 ROCKCO AND SON FUNERAL HOME, INC. ALABAMA
114 ROCKCO'S FUNERAL HOMES, INC. ALABAMA
115 S.E. ACQUISITION OF LITHONIA, GEORGIA, INC. GEORGIA
116 ANDREW J. McGANN & SON FUNERAL HOME, INC. ILLINOIS
117 S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC. ILLINOIS
118 S.E. ACQUISITION OF OAK LAWN AND ORLAND PARK, ILLINOIS, INC. ILLINOIS
119 S.E. CEMETERY MANAGEMENT OF ILLINOIS, INC. ILLINOIS
120 THEIS-GORSKI FUNERAL HOME, INC. ILLINOIS
121 KNUTSON FUNERAL HOMES, INC. IOWA
122 PAULEY FUNERAL HOME, INC. IOWA
123 RUNYAN MANGOLD, INC. KANSAS
124 PROFESSIONAL FUNERAL SERVICES, INC. LOUISIANA
125 D.W. NEWCOMER'S SONS, INC. MISSOURI
126 DWN PROPERTIES, INC. MISSOURI
127 FUNERAL SECURITY PLANS, INC. MISSOURI
128 S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC. MISSOURI
</Table>
35
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
129 WYUKA FUNERAL HOME, INC. NEBRASKA
130 WYUKA SIMPLICITY PLAN, INC. NEBRASKA
131 S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO, INC. NEW MEXICO
132 S.E. ACQUISITION OF SANTA FE, NEW MEXICO, INC. NEW MEXICO
133 S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC. OKLAHOMA
134 MT. JULIET FUNERAL HOME, INC. TENNESSEE
135 MT. JULIET MEMORIAL GARDENS, INC. TENNESSEE
136 NAVE FUNERAL HOME OF LEBANON, INC. TENNESSEE
137 CEMETERY SERVICES, INC. WISCONSIN
138 S.E. CEMETERY MANAGEMENT OF WISCONSIN, INC. WISCONSIN
139 WISCONSIN MEMORIAL PARK COMPANY, INC. WISCONSIN
140 TIME-LOCK INSURANCE AGENCY, INC. WISCONSIN
141 SIMPLE TRIBUTE, INC. LOUISIANA
142 SIMPLE TRIBUTE OF FLORIDA, INC. FLORIDA
143 SIMPLE TRIBUTE OF TENNESSEE, INC. TENNESSEE
144 SIMPLE TRIBUTE OF MARYLAND, INC. MARYLAND
145 ST. BERNARD MEMORIAL GARDENS, INC. LOUISIANA
146 ST. BERNARD MEMORIAL FUNERAL HOME, INC. LOUISIANA
147 ST. VINCENT de PAUL CEMETERY ASSOCIATION LOUISIANA
148 STEWART ENTERPRISES (EUROPE), INC. LOUISIANA
149 STEWART RESOURCE CENTER, INC. LOUISIANA
150 STEWART SERVICES, INC. LOUISIANA
151 S.E. MID-ATLANTIC, INC. MARYLAND
152 GARNER FAMILY FUNERAL HOME, INC. GEORGIA
153 HAISTEN FUNERAL HOMES, INC. GEORGIA
154 HAISTEN FUNERAL HOME OF HENRY COUNTY, INC. GEORGIA
155 HIGGINS AND SON FUNERAL HOME, INC. GEORGIA
156 S.E. ACQUISITION OF PIKEVILLE, KENTUCKY, INC. KENTUCKY
157 BOUNDS FUNERAL HOME, INC. MARYLAND
158 CEDAR HILL CEMETERY COMPANY, INC. MARYLAND
159 CREST LAWN MEMORIAL GARDENS, INC. MARYLAND
160 FORT LINCOLN CEMETERY, INC. MARYLAND
161 FORT LINCOLN FUNERAL HOME, INC. MARYLAND
162 GALLERY GRANITE CORPORATION MARYLAND
163 HILLCREST MEMORIAL CEMETERY, INC. MARYLAND
164 HINES-RINALDI FUNERAL HOME, INC. MARYLAND
165 JOHN M. TAYLOR FUNERAL HOME, INC. MARYLAND
166 LOUDON PARK CEMETERY COMPANY MARYLAND
167 DRUID RIDGE CEMETERY COMPANY MARYLAND
168 LOUDON PARK FUNERAL HOME, INC. MARYLAND
169 NALLEY'S FUNERAL HOME, INC. MARYLAND
170 NATIONAL HARMONY MEMORIAL PARK, INC. MARYLAND
171 PARKLAWN, INC. MARYLAND
</Table>
36
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
172 THE PARKWOOD CEMETERY COMPANY MARYLAND
173 PARKWOOD MANAGEMENT COMPANY MARYLAND
174 WILLIAM W. CHAMBERS, INC. MARYLAND
175 GORNY & GORNY PATERSON-CLIFTON MORTUARY NEW JERSEY
176 S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC. NEW JERSEY
177 C.J. APPLEGATE & SONS, INC. NEW YORK
178 GARDINIER COLLETTI MEMORIAL HOME, INC. NEW YORK
179 MATTLE GRAY NULTON FUNERAL HOME, INC. NEW YORK
180 MURPHY FUNERAL SERVICE, INC. NEW YORK
181 NULTON FUNERAL HOME, INC. NEW YORK
182 OTTO REDANZ FUNERAL HOME, INC. NEW YORK
183 CORNELL & DAGGETT, INC. NEW YORK
184 S.E. ACQUISITION OF FREDONIA, NEW YORK, INC. NEW YORK
185 BROWN MEMORIALS, INC. NORTH CAROLINA
186 CATAWBA MEMORIAL PARK, INC. NORTH CAROLINA
187 CENTRAL STONE WORKS, INCORPORATED NORTH CAROLINA
188 HAROLD C. DAVIS, INC. NORTH CAROLINA
189 EVANS FUNERAL HOME, INC. NORTH CAROLINA
190 EVERGREEN MEMORIAL GARDENS, INC. NORTH CAROLINA
191 GARRETT - HILLCREST, INC. NORTH CAROLINA
192 HIGHLAND MEMORY GARDENS OF FRANKLIN COUNTY, INC. NORTH CAROLINA
193 JOHNSON FUNERAL HOME, INC. NORTH CAROLINA
194 LANCASTER FUNERAL HOMES, INC. NORTH CAROLINA
195 MCLAURIN'S FUNERAL HOME, INC. NORTH CAROLINA
196 MILLER-LEE, INC. NORTH CAROLINA
197 PARKLAWN MEMORIAL GARDENS, INC. NORTH CAROLINA
198 POLLOCK WELLS FUNERAL SERVICE, INC. NORTH CAROLINA
199 STEPHENS SERVICES, INC. NORTH CAROLINA
200 THOMAS-YELVERTON COMPANY NORTH CAROLINA
201 1730 INVESTMENT CO., INC. NORTH CAROLINA
202 MEMORIAL PARKS, INCORPORATED NORTH CAROLINA
203 BENJAMIN FRANKLIN P. M., INC. PENNSYLVANIA
204 GEORGE WASHINGTON MEMORIAL PARK, INC. PENNSYLVANIA
205 KIRK & NICE SUBURBAN CHAPEL, INC. PENNSYLVANIA
206 KIRK & NICE, INC. PENNSYLVANIA
207 S.E. ACQUISITION OF PENNSYLVANIA, INC. PENNSYLVANIA
208 S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC. PENNSYLVANIA
209 SUNSET MEMORIAL PARK COMPANY PENNSYLVANIA
210 PET HAVEN, INC. PENNSYLVANIA
211 DUNBAR FUNERAL HOME, INC. SOUTH CAROLINA
212 THE MACKEY MORTUARY, INC. SOUTH CAROLINA
213 CANNON FUNERAL HOME, INC. SOUTH CAROLINA
214 OCONEE MEMORIAL FUNERAL HOME, INC. SOUTH CAROLINA
</Table>
37
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
215 PINEVIEW, INC. SOUTH CAROLINA
216 S.E. ACQUISITION OF NORTH AUGUSTA, SOUTH CAROLINA, INC. SOUTH CAROLINA
217 S.E. ACQUISITION OF CHARLESTON, INC. SOUTH CAROLINA
218 S.E. ACQUISITION OF LIBERTY, SOUTH CAROLINA, INC. SOUTH CAROLINA
219 S.E. ACQUISITION OF SOUTH CAROLINA, INC. SOUTH CAROLINA
220 MONTE VISTA BURIAL PARK, INC. TENNESSEE
221 BLUE RIDGE MEMORIAL GARDENS, INC. VIRGINIA
222 CLINCH VALLEY MEMORIAL CEMETERY, INC. VIRGINIA
223 EVERLY COMMUNITY FUNERAL CARE, INC. VIRGINIA
224 EVERLY FUNERAL HOMES, INCORPORATED VIRGINIA
225 EVERLY PFP, INC. VIRGINIA
226 SIMPLICITY PLANS OF ALABAMA, INC. ALABAMA
227 FAIRFAX FUNERAL HOME, INC. VIRGINIA
228 JOSEPH W. TEAGUE FUNERAL HOME, INC. VIRGINIA
229 RICHMOND MEMORIAL PARKS, INC. VIRGINIA
230 WASHINGTON MEMORIAL CEMETERY, INCORPORATED VIRGINIA
231 WISE CORPORATION VIRGINIA
232 BARTLETT-BURDETTE-COX FUNERAL HOME, INC. WEST VIRGINIA
233 CALFEE FUNERAL SERVICE OF PINEVILLE, INC. WEST VIRGINIA
234 CASDORPH & CURRY FUNERAL HOME, INC. WEST VIRGINIA
235 DODD-PAYNE-HESS FUNERAL HOME, INC. WEST VIRGINIA
236 EVANS FUNERAL HOME, INC. (WEST VIRGINIA) WEST VIRGINIA
237 GRACELAND MAUSOLEUM, INC. WEST VIRGINIA
238 KIMES FUNERAL HOME, INC. WEST VIRGINIA
239 KLINGEL-CARPENTER MORTUARY, INC. WEST VIRGINIA
240 S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC. WEST VIRGINIA
241 WILSON FUNERAL HOME, INC. WEST VIRGINIA
242 LAKEWOOD MEMORIAL PARK, INC. MISSISSIPPI
243 MEMORIAL SERVICES OF COLUMBIA, INC. MISSOURI
244 MEMORIAL FUNERAL HOME, INC. MISSOURI
245 LINCOLN MEMORIAL MORTUARY, INC. NEBRASKA
246 S.E. ACQUISITION OF NEVADA, INC. NEVADA
247 DESERT MEMORIAL, INC. NEVADA
248 NEPTUNE SOCIETY OF NEVADA, INC. NEVADA
249 RENO MEMORIAL, INC. NEVADA
250 S.E. ACQUISITION OF RENO, NEVADA, INC. NEVADA
251 STRONG & BURNS FUNERAL HOME, INC. NEW YORK
252 MONTLAWN MEMORIAL PARK, INC. NORTH CAROLINA
253 ROCKY MOUNT MEMORIAL PARK, INC. NORTH CAROLINA
254 S.E. ACQUISITION OF OREGON, INC. OREGON
255 AMLING/SCHROEDER FUNERAL SERVICE, INC. OREGON
256 CASCADE CREMATORY, INC. OREGON
257 CHAPEL OF THE ROSES, INC. OREGON
</Table>
38
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
258 CHAPEL OF THE VALLEY FUNERAL HOME, INC. OREGON
259 DUTTON, INC. OREGON
260 J.P. FINLEY AND SON MORTUARY, INC. OREGON
261 SUNSET HILLS MEMORIAL PARK OREGON
262 GREENWOOD CEMETERY, INC. OREGON
263 NISWONGER & REYNOLDS, INC. OREGON
264 S.E. ACQUISITION OF MYRTLE CREEK, OREGON, INC. OREGON
265 S.E. ACQUISITION OF REEDSPORT, OREGON, INC. OREGON
266 TABOR'S DESERT HILLS MORTUARY, INC. OREGON
267 CAROLINA FINANCIAL CORPORATION OF PICKENS SOUTH CAROLINA
268 HILL-CREST MEMORIAL PARK SOUTH CAROLINA
269 OCONEE MEMORIAL GARDENS, INC. SOUTH CAROLINA
270 DILLARD MEMORIAL, INC. SOUTH CAROLINA
271 COLE & GARRETT FUNERAL HOMES, INC. TENNESSEE
272 HIGHLAND MEMORIAL CEMETERY, INC. TENNESSEE
273 HOLLY HILLS, INC. TENNESSEE
274 KINGSPORT CEMETERY CORPORATION TENNESSEE
275 THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC. TENNESSEE
276 PASADENA FUNERAL HOME, INC. TEXAS
277 RESTLAND FUNERAL HOME, INC. TEXAS
278 ANDERSON-CLAYTON BROS. FUNERAL HOMES, INC. TEXAS
279 LITTLE BETHEL MEMORIAL PARK, INC. TEXAS
280 ROSELAWN MEMORIAL GARDENS, INC. TEXAS
281 BELEW FUNERAL HOME, INC. TEXAS
282 BEXAR COUNTY MORTUARY SERVICES, INC. TEXAS
283 BLUEBONNET HILLS MEMORIAL PARK, INC. TEXAS
284 BLUEBONNET HILLS FUNERAL HOME, INC. TEXAS
285 BRIGHT-HOLLAND FUNERAL HOME, INC. TEXAS
286 CRESPO & SONS, INCORPORATED TEXAS
287 DALTON & SON FUNERAL HOME, INC. TEXAS
288 EMERALD HILLS FUNERAL CORPORATION TEXAS
289 J. E. FOUST & SON FUNERAL DIRECTORS, INC. TEXAS
290 GUARDIAN CREMATION SOCIETY, INC. TEXAS
291 GUARDIAN FUNERAL HOME, INC. TEXAS
292 HILLTOP MEMORIAL PARK TEXAS
293 LAUREL LAND MEMORIAL PARK, INC. TEXAS
294 LAUREL LAND FUNERAL HOME, INC. TEXAS
295 SINGING HILLS FUNERAL HOME, INC. TEXAS
296 LAUREL LAND OF FORT WORTH, INC. TEXAS
297 LAUREL LAND FUNERAL HOME OF FORT WORTH, INC. TEXAS
298 LYONS FUNERAL HOME, INC. TEXAS
299 METROCREST FUNERAL HOME, INC. TEXAS
</Table>
39
<Table>
<Caption>
JURISDICTION OF
# COMPANY ORGANIZATION
300 RESTLAND OF DALLAS, INC. TEXAS
301 ABBEY PLAN OF TEXAS, INC. TEXAS
302 HIGHLAND MEMORIAL GARDENS, INC. TEXAS
303 SIMPLICITY PLAN OF TEXAS, INC. TEXAS
304 SOUTHPARK FUNERAL HOME, INC. TEXAS
305 SOUTH MEMORIAL PARK, INC. TEXAS
306 S.E. ACQUISITION OF WASHINGTON, INC. WASHINGTON
307 E.R. BUTTERWORTH & SONS WASHINGTON
308 CREMATION SOCIETY NORTHWEST, INC. WASHINGTON
309 EVERGREEN STAPLES FUNERAL CHAPEL, INC. WASHINGTON
310 CUNNINGHAM MEMORIAL PARK, INC. WEST VIRGINIA
311 LEGACY ONE, INC. WEST VIRGINIA
312 FINDLAY CEMETERY, INC. OHIO
313 EASTLAWN MEMORIAL GARDENS, INCORPORATED VIRGINIA
314 GRANDVIEW MEMORY GARDENS, INCORPORATED VIRGINIA
315 GREENHILLS MEMORY GARDENS, INC. VIRGINIA
316 HIGHLAND MEMORY GARDENS, INCORPORATED VIRGINIA
317 HOLLY MEMORIAL GARDENS, INC. (VA) VIRGINIA
318 MONTICELLO MEMORY GARDENS, INC. VIRGINIA
319 SUNSET MEMORY GARDENS, INC. VIRGINIA
320 BLUE RIDGE FUNERAL HOME, INC. WEST VIRGINIA
321 BLUE RIDGE MEMORIAL GARDENS, INC. WEST VIRGINIA
322 C.G.R., INC. WEST VIRGINIA
323 EASTERN CEMETERY ASSOCIATES, INC. WEST VIRGINIA
324 ETERNAL LIGHT FUNERALS, INC. WEST VIRGINIA
325 KANAWHA PLAZA PARTNERSHIP WEST VIRGINIA
326 LEGACY ONE SERVICE CORPORATION WEST VIRGINIA
327 LOI CHARLESTON, INC. WEST VIRGINIA
328 MOUNTAIN VIEW MEMORY GARDENS, INC. WEST VIRGINIA
329 NATIONAL EXCHANGE TRUST, LTD. WEST VIRGINIA
330 NATIONAL FUNERAL SERVICES, INCORPORATED WEST VIRGINIA
331 PLEASANT VIEW MEMORY GARDENS, INC. WEST VIRGINIA
332 WILLIAMS-BLUE RIDGE FUNERAL HOME, INC. WEST VIRGINIA
</Table>