EX-4.2




 Exhibit 4.2 

SERVICE CORPORATION INTERNATIONAL 

as Issuer 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

as Original Trustee 
 and

 BOKF, NA 
 as
Series Trustee 
 $800,000,000 

4.000% SENIOR NOTES DUE 2031 

EIGHTEENTH 
 SUPPLEMENTAL

 INDENTURE 
  

 
 Dated as of
May 24, 2021 











 TABLE OF CONTENTS 

 

							
	 ARTICLE I ESTABLISHMENT OF NEW SERIES
	  	 	5	 
			
	 Section 1.01
	  	Establishment of New Series	  	 	5	 
		
	 ARTICLE II APPOINTMENT OF SERIES TRUSTEE
	  	 	6	 
			
	 Section 2.01
	  	Appointment of Series Trustee	  	 	6	 
	 Section 2.02
	  	Appointment of Paying Agent and Registrar	  	 	6	 
	 Section 2.03
	  	Corporate Trust Office	  	 	6	 
	 Section 2.04
	  	Series Trustee’s Limitation of Liability	  	 	6	 
	 Section 2.05
	  	Original Trustee’s Limitation of Liability	  	 	6	 
	 Section 2.06
	  	Series Trustee’s Indemnity	  	 	6	 
	 Section 2.07
	  	Original Trustee’s Indemnity	  	 	7	 
		
	 ARTICLE III THE ORIGINAL TRUSTEE
	  	 	7	 
			
	 Section 3.01
	  	Representations & Warranties	  	 	7	 
	 Section 3.02
	  	Original Trustee’s Acknowledgement	  	 	7	 
	 Section 3.03
	  	Duties Under Supplemental Indenture	  	 	7	 
		
	 ARTICLE IV THE ISSUER
	  	 	7	 
			
	 Section 4.01
	  	Representations and Warranties	  	 	7	 
	 Section 4.02
	  	Deliverables	  	 	8	 
		
	 ARTICLE V THE SERIES TRUSTEE
	  	 	8	 
			
	 Section 5.01
	  	Representations and Warranties	  	 	8	 
	 Section 5.02
	  	Acceptance of Appointment	  	 	8	 
		
	 ARTICLE VI DEFINITIONS
	  	 	9	 
		
	 ARTICLE VII THE NOTES
	  	 	10	 
			
	 Section 7.01
	  	Form	  	 	10	 
		
	 ARTICLE VIII REDEMPTION
	  	 	11	 
			
	 Section 8.01
	  	Optional Redemption	  	 	11	 
	 Section 8.02
	  	Mandatory Redemption	  	 	11	 
	 Section 8.03
	  	Change of Control	  	 	11	 
		
	 ARTICLE IX AMENDMENT OF ORIGINAL INDENTURE
	  	 	13	 
			
	 Section 9.01
	  	Amendment of Article One of Original Indenture	  	 	13	 
	 Section 9.02
	  	Amendment of Article Two of Original Indenture	  	 	13	 
	 Section 9.03
	  	Amendment of Article Two of Original Indenture	  	 	13	 


  
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	 Section 9.04
	  	Amendment of Article Three of Original Indenture	  	 	13	 
	 Section 9.05
	  	Amendment of Article Four of Original Indenture	  	 	15	 
	 Section 9.06
	  	Amendments of Article Five of Original Indenture	  	 	15	 
	 Section 9.07
	  	Amendment of Article Eleven of Original Indenture	  	 	16	 
		
	ARTICLE X MISCELLANEOUS	  	 	16	 
			
	 Section 10.01
	  	Integral Part	  	 	16	 
	 Section 10.02
	  	Adoption, Ratification and Confirmation	  	 	17	 
	 Section 10.03
	  	Compensation and Reimbursement	  	 	17	 
	 Section 10.04
	  	Counterparts	  	 	17	 
	 Section 10.05
	  	Governing Law	  	 	17	 
	 Section 10.06
	  	Trustee Makes No Representation	  	 	17	 
	 Section 10.07
	  	Additional Trustee Provisions	  	 	17	 
	 Section 10.08
	  	Notice	  	 	18	 
	 Section 10.09
	  	Waiver of Jury Trial	  	 	18	 

  

			
	 EXHIBIT A:
	  	 Form of 4.000% Senior Note due 2031



  
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 EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of May 24, 2021 (this “Supplemental
Indenture”), among Service Corporation International, a Texas corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as the
original trustee (the “Original Trustee”), and BOKF, NA, a national banking association, as the series trustee (the “Series Trustee”). 

W I T N E S S E T H: 
 WHEREAS,
the Issuer has heretofore entered into a Senior Indenture, dated as of February 1, 1993 (the “Original Indenture”), with the Original Trustee, a First Supplemental Indenture, dated as of April 14, 2004, with the Original
Trustee, a Second Supplemental Indenture, dated as of June 15, 2005, with the Original Trustee, a Third Supplemental Indenture, dated as of October 3, 2006, with the Original Trustee, a Fourth Supplemental Indenture, dated as of
October 3, 2006, with the Original Trustee, a Fifth Supplemental Indenture, dated as of November 28, 2006, with the Original Trustee, a Sixth Supplemental Indenture, dated as of April 9, 2007, with the Original Trustee, a Seventh
Supplemental Indenture, dated as of April 9, 2007, with the Original Trustee, an Eighth Supplemental Indenture, dated as of November 10, 2009, with the Original Trustee, a Ninth Supplemental Indenture, dated as of November 22, 2010,
with the Original Trustee, a Tenth Supplemental Indenture, dated as of November 8, 2012, with the Original Trustee, an Eleventh Supplemental Indenture, dated as of July 1, 2013, with the Original Trustee, a Twelfth Supplemental Indenture,
dated as of May 12, 2014, with the Original Trustee, a Thirteenth Supplemental Indenture, dated as of May 12, 2014, with the Original Trustee, a Fourteenth Supplemental Indenture, dated as of December 12, 2017, with the Original
Trustee and the Series Trustee, a Fifteenth Supplemental Indenture, dated as of May 21, 2019, with the Original Trustee and the Series Trustee, a Sixteenth Supplemental Indenture, dated as of May 21, 2019, with the Original Trustee, and a
Seventeenth Supplemental Indenture, dated as of August 10, 2020, with the Original Trustee and the Series Trustee; 
 WHEREAS, the
Original Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture”; 
 WHEREAS, under the
Original Indenture, the form and terms of any new series of unsecured debentures, notes or other evidences of indebtedness (the “Securities”) may at any time be established by a supplemental indenture executed by the Issuer and the
Original Trustee; 
 WHEREAS, the Issuer proposes to create under the Indenture a new series of Securities; 

WHEREAS, additional Securities of this series and other series hereafter established, except as may be limited in the Original Indenture as at
the time supplemented and modified, may be issued from time to time pursuant to the Original Indenture as at the time supplemented and modified; 

WHEREAS, the Issuer desires to appoint the Series Trustee to serve as the Trustee under the Indenture solely with respect to the Notes (as
defined below); 
 WHEREAS, the Series Trustee is willing to accept such appointment with respect to the Notes; 

  
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 WHEREAS, the amendments to the Original Indenture set forth in Article IX hereof with
respect to the Notes do not require the consent of any existing Securityholder; 
 WHEREAS, the Issuer desires the Original Trustee to
continue to serve as the Original Trustee under the Indenture for all purposes under the Original Indenture other than with respect to the Notes; and 

WHEREAS, all actions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding
obligation of the Issuer have been done or performed; 
 NOW, THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 
 ESTABLISHMENT
OF NEW SERIES 
 Section 1.01    Establishment of New Series. 

(a)    There is hereby established a new series of Securities to be issued under the Indenture, to be
designated as the Issuer’s 4.000% Senior Notes due 2031 (the “Notes”). 
 (b)    On
the Issue Date (as defined below), the Series Trustee shall authenticate and deliver $800,000,000 of the Notes and, at any time and from time to time thereafter, the Series Trustee shall authenticate and deliver Additional Notes (as defined below)
for original issue in accordance with Sections 2.3 and 2.4 of the Original Indenture in an aggregate principal amount specified in the applicable Issuer Order. Further, from time to time after the original issue date, Notes shall be authenticated
and delivered upon registration of transfer of or in exchange for, or in lieu of other Notes as set forth in the Original Indenture. Notwithstanding Sections 2.5 and 2.6 of the Original Indenture, the Trustee may authenticate the Notes and the
Additional Notes by manual or electronic signature and the Notes and the Additional Notes may be signed by the Issuer by manual, facsimile or electronic signatures. 

(c)    The Notes shall be issued initially in the form of one or more Global Securities in substantially
the form set out in Exhibit A hereto. The Depositary with respect to the Notes shall be The Depository Trust Company. 

(d)    Each Note shall be dated the date of authentication thereof and shall bear interest as provided in
the form of Note in Exhibit A hereto. The date on which principal is payable on the Notes shall be as provided in the form of Note in Exhibit A hereto. 

(e)    The record dates for the Notes and the manner of payment of principal and interest on the Notes
shall be as provided in the form of Note in Exhibit A hereto. The Place of Payment shall be as designated in Section 3.2 of the Original Indenture. 

  
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 (f)    The terms of Section 10.1(C) of the Original
Indenture shall be applicable to the Notes. If and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture
shall govern, but solely with respect to the Notes. 
 ARTICLE II 

APPOINTMENT OF SERIES TRUSTEE 

Section 2.01    Appointment of Series Trustee. Pursuant to the Indenture, the Issuer hereby appoints the
Series Trustee as Trustee under the Indenture with respect to the Notes, and only with respect to the Notes, and vests in and confirms with the Series Trustee all rights, powers, trusts, privileges, duties and obligations of the Trustee under the
Indenture with respect to the Notes. There shall continue to be vested in and confirmed with the Original Trustee all of its rights, powers, trusts, privileges, duties and obligations as Trustee under the Original Indenture with respect to all of
the series of Securities as to which it has served and continues to serve as Trustee under the Original Indenture. With respect to the Notes, all references to the Trustee in the Original Indenture shall be understood to be references to the Series
Trustee, unless the context requires otherwise. 
 Section 2.02    Appointment of Paying Agent and
Registrar. The Issuer hereby appoints the Series Trustee as Paying Agent, Registrar and agent upon whom notices and demands may be served, in each case, with respect to the Notes. 

Section 2.03    Corporate Trust Office. For any purposes relating to the Notes or the Series Trustee,
references in the Original Indenture to the “Corporate Trust Office” shall be deemed to refer to the corporate trust office of the Series Trustee, which is located at 1401 McKinney, Suite 1000, Houston, TX 77010, Attention:
Corporate Trust, or any other office of the Series Trustee at which, at any particular time, this Supplemental Indenture shall be administered. 

Section 2.04    Series Trustee’s Limitation of Liability. The parties hereto agree that
this Supplemental Indenture does not constitute an assumption by the Series Trustee of any liability of the Original Trustee arising out of any breach, negligence or willful misconduct by the Original Trustee in the performance of any of its duties
as Trustee under the Original Indenture or by any representative of the Original Trustee. 

Section 2.05    Original Trustee’s Limitation of Liability. The parties hereto agree that
the Original Trustee shall not have any liability in connection with any acts or omissions taken or not taken by the Series Trustee in the performance or non-performance of any of its duties as Trustee under
the Indenture with respect to the Notes or by any representative of the Series Trustee. 

Section 2.06    Series Trustee’s Indemnity. The Issuer agrees to indemnify the Series
Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) arising out of or in connection with the performance or non-performance by the Original Trustee of its duties under the Original Indenture, including the costs and expenses of defending itself against any claim or liability in connection therewith. This indemnification
shall survive the termination of this Supplemental Indenture. 

  
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 Section 2.07    Original Trustee’s
Indemnity. The Issuer agrees to indemnify the Original Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) arising out
of or in connection with this Supplemental Indenture, the performance or non-performance by the Series Trustee of its duties under the Indenture with respect to the Notes, including, without limitation, the
costs and expenses of defending itself against any claim or liability in connection therewith. This indemnification shall survive the termination of the Indenture and resignation or removal of the Original Trustee. 

ARTICLE III 
 THE
ORIGINAL TRUSTEE 
 Section 3.01    Representations & Warranties. The Original
Trustee hereby represents and warrants to the Series Trustee that: 
 (a)    This Supplemental Indenture
has been duly authorized, executed and delivered on behalf of the Original Trustee and constitutes its legal, valid and binding obligation. 

(b)    The Original Trustee has made, or will make, available to the Series Trustee, upon the Issuer’s
reasonable request therefor and at the Issuer’s sole cost and expense, copies in its possession of documents not otherwise available from the Issuer and necessary for the administration of the Notes. 

Section 3.02    Original Trustee’s Acknowledgement. The Original Trustee hereby
acknowledges that it will not serve as the Trustee under the Original Indenture with respect to the Notes; and the parties hereto expressly acknowledge and agree that the Original Trustee shall have no liabilities, duties or obligations of any kind
(under the Indenture or otherwise) with respect to the Notes or the issuance thereof and that the Original Trustee shall have no responsibility or liability for the sufficiency or effectiveness of this Supplemental Indenture for any purpose. 

Section 3.03    Duties Under Supplemental Indenture. The Original Trustee shall have no liabilities, duties or
obligations under or in respect of this Supplemental Indenture, and no implied duties or obligations of any kind shall be read into this Supplemental Indenture on the part of the Original Trustee. 

ARTICLE IV 
 THE ISSUER

 Section 4.01    Representations and Warranties. The Issuer hereby represents and warrants to the
Series Trustee and to the Original Trustee that: 
 (a)    The Issuer is a corporation duly and validly
organized and existing pursuant to the laws of the State of Texas. 

  
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 (b)    The Original Indenture was validly and lawfully
executed and delivered by the Issuer, has not been amended or modified and is in full force and effect. 

(c)    No event has occurred and is continuing to occur which is, or after notice or lapse of time would
become, an Event of Default under the Indenture. 
 (d)    There is no action, suit or proceeding pending
or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture. 

(e)    This Supplemental Indenture has been duly authorized, executed and delivered on behalf of the Issuer
and constitutes its legal, valid and binding obligation. 
 (f)    All conditions precedent relating to
the appointment of the Series Trustee as a Trustee under the Indenture have been complied with by the Issuer. 

Section 4.02    Deliverables. The Issuer shall execute and deliver such further instruments and shall do such
other things as the Series Trustee may reasonably require so as to more fully and certainly vest in and confirm with the Series Trustee all rights, powers, duties and obligations hereby vested in the Series Trustee. Without limiting the generality
of the foregoing, and for the avoidance of doubt, the Issuer hereby expressly agrees that all reports, Opinions of Counsel, Officer’s Certificates, compliance certificates and other documents required to be delivered from time to time pursuant
to the terms of Sections 4.3, 8.4, 9.4, 10.1 and 11.5 of the Original Indenture shall be delivered and addressed to each of the Original Trustee (to the extent required under the Indenture) and the Series Trustee (for so long as the Notes remain
Outstanding). 
 ARTICLE V 

THE SERIES TRUSTEE 

Section 5.01    Representations and Warranties. The Series Trustee hereby represents and warrants to the
Original Trustee and to the Issuer that: 
 (a)    The Series Trustee is qualified and eligible, under
the provisions of Section 6.9 of the Original Indenture and the Trust Indenture Act of 1939, as amended, to act as Trustee under the Indenture. 

(b)    This Supplemental Indenture has been duly authorized, executed and delivered on behalf of the Series
Trustee and constitutes its legal, valid and binding obligation. 
 Section 5.02    Acceptance of
Appointment. The Series Trustee hereby accepts its appointment as Trustee, Paying Agent, Registrar and agent upon whom notices and demands may be served under the Indenture with respect to the Notes and shall hereby be vested with all rights,
powers, protections, privileges, benefits, immunities, indemnities, duties and obligations of the Trustee, Paying Agent, Registrar and agent upon whom notices and demands may be served under the Indenture with respect to the Notes and with respect
to all property and monies held or to be held under the Indenture with respect to the Notes. 

  
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 ARTICLE VI 

DEFINITIONS 
 For purposes
of this Supplemental Indenture and the Notes, the following terms have the meanings indicated below. All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Original Indenture. 

“Additional Notes” means Notes issued in compliance with the terms of this Supplemental Indenture subsequent to the Issue
Date and in compliance with Sections 2.3 and 2.4 of the Original Indenture, it being understood that any notes issued in exchange for or replacement of any Notes issued on the Issue Date shall not be Additional Notes. 

“Adjusted Consolidated Net Tangible Assets” means, at the time of determination, the aggregate amount of total assets
included in the Issuer’s most recent quarterly or annual consolidated balance sheet prepared in accordance with generally accepted accounting principles, net of applicable reserves reflected in such balance sheet, after deducting the following
amounts reflected in such balance sheet: (a) goodwill; (b) deferred charges and other assets; (c) preneed receivables, net, and trust investments; (d) cemetery Perpetual Care Trust investments; (e) current assets of discontinued
operations; (f) non-current assets of discontinued operations; (g) other like intangibles; and (h) current liabilities (excluding, however, current maturities of long-term debt). 

“Attributable Indebtedness,” when used with respect to any sale and leaseback transaction (as contemplated by
Section 3.7 of the Original Indenture), means, at the time of determination, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such transaction) of the total obligations of the lessee for
rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the
remaining term of the lease included in such transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such amount
shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it may be so terminated) and the amount determined assuming no such termination. 

“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. 

“Change of Control” has the meaning attributed thereto in Section 8.03 of this Supplemental Indenture. 

“Change of Control Offer” has the meaning attributed thereto in Section 8.03 of this Supplemental Indenture. 

“Credit Facilities” means one or more debt facilities with banks or other institutional lenders providing for revolving
credit or term loans or letters of credit. 

  
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 “Holder” means, in the case of any Note, the Person in whose name such Note
is registered in the security register kept by the Issuer for that purpose in accordance with the terms of the Indenture. 
 “Issue
Date” means May 24, 2021. 
 “Notes” has the meaning assigned to it in Section 1.01(a) hereof. 

“Optional Redemption Premium” has the meaning attributed thereto in Exhibit A hereto. 

“Perpetual Care Trust” means a trust established to provide perpetual care or maintenance for any cemetery, mausoleum or
columbarium. 
 “Pre-Need Trust” means a trust established to hold funds related to
the purchase of funeral or cemetery goods or services on a pre-need basis. 
 “Securities
Act” means the Securities Act of 1933, as amended. 
 “Subsidiary” means, with respect to any Person: (a) any
corporation, association, limited liability company or other business entity (other than a partnership) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of that Person (or a combination thereof); and (b) any partnership,
(i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or (ii) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any
combination thereof); provided, however, that no Pre-Need Trust or Perpetual Care Trust shall be deemed to be a Subsidiary for purposes of this Supplemental Indenture. 

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
 ARTICLE VII 

THE NOTES 

Section 7.01    Form. Provisions relating to the Notes are set forth in Exhibit A hereto, which are hereby
incorporated in and expressly made a part of this Supplemental Indenture. The provisions of Exhibit A hereto shall supersede the applicable provisions of Section 2.8 of the Original Indenture to the extent applicable. The Notes and the Series
Trustee’s certificate of authentication thereto shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in registered form without interest coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms of the Notes set forth in Exhibit A are part of the terms
of this Supplemental Indenture. 

  
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 ARTICLE VIII 

REDEMPTION 

Section 8.01    Optional Redemption. 

(a)    At its option, the Issuer may choose to redeem all or any portion of the Notes, at once or from time
to time. 
 (b)    To redeem the Notes, the Issuer must pay a redemption price in an amount determined in
accordance with the provisions of the form of Note set forth in Exhibit A hereto. 
 (c)    Any
redemption pursuant to this Section 8.01 shall be made pursuant to the provisions of Sections 12.1, 12.2, 12.3 and 12.4 of the Original Indenture, in each case, as amended, supplemented or otherwise modified by this Supplemental Indenture,
including pursuant to the terms of the Notes set forth in Exhibit A hereto. 
 Section 8.02    Mandatory
Redemption. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may be required to offer to purchase Notes as described in Section 8.03 below. The Issuer may
at any time and from time to time purchase Notes in the open market or otherwise. 
 Section 8.03    Change of
Control. Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101%
of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date): 
  

	(1)	 any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Issuer; 


  

	(2)	 the Issuer is liquidated or dissolved or adopts a plan of liquidation or dissolution; or 



 

	(3)	 the merger or consolidation of the Issuer with or into another Person or the merger of another Person with or
into the Issuer, or the sale of all or substantially all the assets of the Issuer (determined on a consolidated basis) to another Person, other than a transaction following which (i) in the case of a merger or consolidation transaction, holders
of securities that represented 100% of the Voting Stock of the Issuer immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly
at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an
obligor in respect of the Notes and a subsidiary of the transferor of such assets. 



  
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 Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder with a copy to
the Series Trustee (the “Change of Control Offer”) stating: 
  

	(1)	 that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date); 


  

	(2)	 the circumstances and relevant facts regarding such Change of Control (including information with respect to
pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); 


  

	(3)	 the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
mailed); and 


  

	(4)	 the instructions, as determined by the Issuer, consistent with this Section 8.03, that a Holder must
follow in order to have its Notes purchased. 


 The Issuer will not be required to make a Change of Control Offer with respect to a series
of Notes following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth hereunder applicable to a Change of Control Offer made by the
Issuer and purchases all Notes of such series validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption of all of such series of Notes has been given pursuant hereto unless and until there has been a
default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon the Change of Control, if a definitive agreement is in place for the Change of Control at the time of
the making of the Change of Control Offer. 
 The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange
Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 8.03. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 8.03, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 8.03 by virtue thereof. 

Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address
specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Series Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have such Note purchased.


  
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 On the purchase date, all Notes purchased by the Issuer under this Section 8.03 shall be delivered by
the Issuer to the Series Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. 

In the event that at the time of any Change of Control the terms of any Credit Facility restrict or prohibit the purchase of Notes following such Change of
Control, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, the Issuer shall undertake to (1) repay in full all such indebtedness under any applicable Credit Facility or
(2) obtain the requisite consents under any applicable Credit Facility to permit the repurchase of the Notes. 
 ARTICLE IX 

AMENDMENT OF ORIGINAL INDENTURE 

Section 9.01    Amendment of Article One of Original Indenture. The second paragraph of Section 1.1 of
the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 
 “All
accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” means such
accounting principles as are generally accepted in the United States at the date of the supplemental indenture authorizing the issuance of the related Securities of such series.” 

Section 9.02    Amendment of Article Two of Original Indenture. The second sentence of the first paragraph of
Section 2.5 of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 

“Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.” 

Section 9.03    Amendment of Article Two of Original Indenture. The first sentence of Section 2.6 of the
Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 
 “Only such
Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual or electronic signature of one of its authorized signatories or its Authenticating Agent, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any purpose.” 

Section 9.04    Amendment of Article Three of Original Indenture. Section 3.6 of the Original Indenture
is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 
 “The Issuer will not, and
will not permit any of its Subsidiaries to, mortgage, pledge, encumber or subject to any lien or security interest to secure any Indebtedness of the Issuer or any Indebtedness of any Subsidiary (other than Indebtedness owing to the Issuer or a
wholly-owned Subsidiary) any assets, without providing that the Securities shall thereby 

  
 13 












 
be secured equally and ratably with (or prior to) any other Indebtedness so secured, unless, after giving effect thereto, the aggregate outstanding amount of all such secured Indebtedness of the
Issuer and its Subsidiaries (excluding secured Indebtedness existing as of March 31, 2021, and any extensions, renewals or refundings thereof that do not increase the principal amount of Indebtedness so extended, renewed or refunded and
excluding secured Indebtedness incurred pursuant to subparagraphs (a), (b), (c), (d) and (e) below), together with all outstanding Attributable Indebtedness from sale and leaseback transactions described in Section 3.7(1) of this
Indenture, would not exceed 20% of Adjusted Consolidated Net Tangible Assets of the Issuer and its Subsidiaries on the date such Indebtedness is so secured; provided, however, that nothing in this Section 3.6 shall prevent the
Issuer or any Subsidiary: 
 (a)    from acquiring and retaining property subject to mortgages, pledges,
encumbrances, liens or security interests existing thereon at the date of acquisition thereof, or from creating within one year of such acquisition mortgages, pledges, encumbrances or liens upon property acquired by it after March 31, 2021, as
security for purchase money obligations incurred by it in connection with the acquisition of such property, whether payable to the Person from whom such property is acquired or otherwise; 

(b)    from mortgaging, pledging, encumbering or subjecting to any lien or security interest Current Assets
to secure Current Liabilities; 
 (c)    from mortgaging, pledging, encumbering or subjecting to any lien
or security interest property to secure Indebtedness under one or more Credit Facilities in an aggregate principal amount not to exceed $1 billion; 

(d)    from extending, renewing or refunding any Indebtedness secured by a mortgage, pledge, encumbrance,
lien or security interest on the same property theretofore subject thereto, provided that the principal amount of such Indebtedness so extended, renewed or refunded shall not be increased; or 

(e)    from securing the payment of workmen’s compensation or insurance premiums or from making good
faith pledges or deposits in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases, deposits to secure public or statutory obligations, deposits to secure surety or appeal bonds, pledges or deposits in
connection with contracts made with or at the request of the United States Government or any agency thereof, or pledges or deposits for similar purposes in the ordinary course of business.” 

  
 14 












 Section 9.05    Amendment of Article Four of Original
Indenture. Section 4.3 of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 

“Section 4.3 Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any
series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: 

(i)    all quarterly and annual financial information that would be required to be contained in a filing
with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and 

(ii)    all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 
 Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Issuer’s compliance with any of its covenants hereunder. 
 (b)    Whether or not required by the
Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and
regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. 

(c)    For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the
Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(d)    The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939,
as amended. 
 (e)    The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal
year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this
Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.” 

Section 9.06    Amendments of Article Five of Original Indenture. 

(a)    Section 5.1(g) of the Original Indenture is hereby amended and restated, but only with respect to
the Notes, to read in its entirety as follows: 
 “(g) default under any bond, debenture, note or other evidence of Indebtedness for
money borrowed by the Issuer or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any Subsidiary (other
than Non-Recourse Indebtedness), whether such Indebtedness exists on the date hereof or shall hereafter be created, which default shall have resulted in such Indebtedness becoming or being declared due and
payable prior to the date on 

  
 15 












 
which it would otherwise have become due and payable, or any default in payment of such Indebtedness (after the expiration of any applicable grace periods and the presentation of any debt
instruments, if required), if the aggregate amount of all such Indebtedness which has been so accelerated and with respect to which there has been such a default in payment shall exceed $10,000,000, without each such default and acceleration having
been rescinded or annulled within a period of 30 days after there shall have been given to the Issuer by the Trustee by registered mail, or to the Issuer and the Trustee by the Holders of at least 25 percent in aggregate principal amount of the
Securities of such series then Outstanding, a written notice specifying each such default and requiring the Issuer to cause each such default and acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; or” 
 (b)    The first sentence of the first paragraph following
Section 5.1(h) of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows: 

“If an Event of Default with respect to Securities of any series then Outstanding occurs and is continuing, then and in each and every
such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25 percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the unpaid principal amount of all the Securities of such series then Outstanding and the Optional Redemption Premium, if any, due thereon,
and the interest, if any, accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable.” 

Section 9.07    Amendment of Article Eleven of Original Indenture. Article Eleven of the Original Indenture is
hereby amended, but only with respect to the Notes, by the addition of the following new Section at the end thereof: 

“Section 11.11 Usury. It is the intent of the parties in the execution and performance of the Securities of any series and the
Indenture to contract in strict compliance with applicable usury laws from time to time in effect. The Issuer and the Trustee on behalf of the Holders stipulate and agree that none of the terms in the Securities of such series or the Indenture are
intended or shall ever be construed to create a contract to pay interest in an amount in excess of the maximum nonusurious amount or at a rate in excess of the highest lawful rate. In the event any payment includes any such excess interest, the
Issuer stipulates that such excess interest shall have been paid as a result of error on the part of the Issuer.” 
 ARTICLE X

 MISCELLANEOUS 

Section 10.01    Integral Part. This Supplemental Indenture constitutes an integral part of the Indenture.


  
 16 












 Section 10.02    Adoption, Ratification and Confirmation.
The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. 

Section 10.03    Compensation and Reimbursement. The Original Trustee shall be entitled to compensation and
reimbursement to the extent provided under Section 6.6 of the Original Indenture in connection with its ongoing trusteeship under the Original Indenture, including its costs with respect to entering into this Supplemental Indenture; and the
Original Trustee shall continue to be entitled to indemnification as provided in Section 6.6 of the Original Indenture. The Series Trustee shall be entitled to compensation, reimbursement and indemnification as set forth in Section 6.6 of
the Original Indenture with respect to the Notes, which rights and obligations shall survive the execution hereof. 

Section 10.04    Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each
of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile or electronically in portable
document format (including any electronic signature covered by the U.S. federal ESIGN Act of 2000 or other applicable law) or in any other format will be effective as delivery of a manually executed counterpart. 

Section 10.05    Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 
 Section 10.06    Trustee Makes No Representation.
Neither the Original Trustee nor the Series Trustee makes any representation (other than those made expressly by the Series Trustee or the Original Trustee) as to the validity or sufficiency of this Supplemental Indenture. The recitals and
statements herein (other than those made expressly by the Series Trustee or the Original Trustee) are deemed to be those of the Issuer and not of the Series Trustee or the Original Trustee. 

Section 10.07    Additional Trustee Provisions. In no event shall the Original Trustee or the Series Trustee
be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Original Trustee or the Series Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action. For the avoidance of doubt, the Original Trustee shall have no liabilities, duties or obligations under or in respect of this Supplemental Indenture. 

Each of the Original Trustee and the Series Trustee shall not be responsible or liable for any failure or delay in the performance of its
obligations under this Supplemental Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; sabotage; terrorism; pandemics, epidemics, recognized public emergencies or quarantine restrictions; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; hacking,
cyber-attacks or other use or infiltration of the Original Trustee’s or the Series Trustee’s technological infrastructure exceeding authorized access; accidents; labor disputes; acts of civil or military authority or governmental actions;
it being understood that each of the Original Trustee and the Series Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances. 

  
 17 












 The parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Original Trustee and the Series Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account with the Original Trustee or the Series Trustee. The parties to this Indenture agree that they will provide the Original Trustee and the Series Trustee with such information as they
may separately request in order for them to satisfy the requirements of the U.S.A. Patriot Act. 
 The permissive rights of each of the
Original Trustee and the Series Trustee enumerated herein shall not be construed as duties. 

Section 10.08    Notice. Any request, demand, authorization, direction, notice, consent, waiver or other
document provided or permitted by this Supplemental Indenture to be made upon, given or furnished to, or filed with 

(a)    the Original Trustee by the Issuer or by the Series Trustee shall be sufficient for every purpose
herein if made, given, furnished or filed in writing to or with the Original Trustee at The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500, Los Angeles, California, or 

(b)    the Series Trustee by the Issuer or by the Original Trustee shall be sufficient for every purpose
herein if made, given, furnished or filed in writing to or with the Series Trustee at BOKF, NA, 1401 McKinney, Suite 1000, Houston, TX 77010, Attention: Corporate Trust, or 

(c)    the Issuer by the Original Trustee or by the Series Trustee shall be sufficient for every purpose
herein if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at Service Corporation International, 1929 Allen Parkway, Houston, TX 77019, Attention: Treasurer or at any other address previously furnished in writing to
the Original Trustee and Series Trustee by the Issuer. 
 Section 10.09    Waiver of Jury Trial. THE PARTIES
HERETO AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE NOTES. 

[Signatures on following page] 

  
 18 












 IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Indenture on the date
first set forth above. 
  

					
	 ISSUER:

	
	SERVICE CORPORATION INTERNATIONAL
		
	By:	 	 /s/ Eric D. Tanzberger

		 	Name:	 	Eric D. Tanzberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	ORIGINAL TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Original Trustee
		
	By:	 	 /s/ Shannon Matthews

		 	Name:	 	Shannon Matthews
		 	Title:	 	Vice President
	
	SERIES TRUSTEE:
	
	BOKF, NA, as Series Trustee
		
	By:	 	 /s/ Rosalyn Davis

		 	Name:	 	Rosalyn Davis
		 	Title:	 	Vice President













 EXHIBIT A 











 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 












			
	 REGISTERED            
	  	
                   
                         CUSIP: 817565CG7

	
No.                
	  	
                   
                         ISIN: US817565CG79

		
	 	  	$            

 4.000% Senior Notes Due 2031 

Service Corporation International, a Texas corporation, promises to pay to Cede & Co., or registered assigns, the principal sum
of                U.S. dollars ($                ) on May 15, 2031. 

Interest Payment Dates: May 15 and November 15. 

Record Dates: May 1 and November 1. 

Additional provisions of this Note are set forth on the other side of this Note. 











 Dated:                 

 

			
	 SERVICE CORPORATION INTERNATIONAL

		
	 By
	 	
                 

		 	 Name:

		 	 Title:



  

			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 BOKF, NA

	     as Trustee, certifies

	     that this is one of

	     the Securities referred

	     to in the Supplemental Indenture.

		
	 By
	 	  

		 	 Authorized Signatory














	1.	 Interest 



Service Corporation International, a Texas corporation (such corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer will pay interest semiannually on May 15 and November 15 of each
year, commencing November 15, 2021. Interest on the Notes will accrue from May 24, 2021. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
  

	2.	 Method of Payment 



The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered holders of Notes at the close of
business on the May 1 or November 1 immediately preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Issuer will make all payments in respect of a certificated Note (including principal, premium
and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion). 
  

	3.	 Paying Agent and Registrar 



Initially, BOKF, NA, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may
appoint and change any Paying Agent, Registrar or co-registrar without notice. 
  

	4.	 Indenture 



The Issuer issued the Notes under the Senior Indenture dated as of February 1, 1993 (the “Original Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Trustee”), as amended by the Eighteenth Supplemental Indenture dated as of May 24, 2021 (the “Eighteenth Supplemental
Indenture” and, the Original Indenture, as supplemented by the Eighteenth Supplemental Indenture, the “Indenture”), among the Issuer, the Base Trustee and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Eighteenth Supplemental Indenture (the “Act”). Terms defined
in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. 

The Notes are general unsecured obligations of the Issuer. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.3
of the Original Indenture. The Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Issuer and its












 
subsidiaries to create liens on assets; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale and leaseback transactions.
These covenants are subject to important exceptions and qualifications. 
  

	5.	 Optional Redemption 



Except as set forth below, the Issuer shall not be entitled to redeem the Notes. 

Prior to May 15, 2026, the Notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 10
days’ and not more than 60 days’ notice to the Holders, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal (at the redemption price set forth in the table below as if redeemed on May 15, 2026) and interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption) through May 15, 2026, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate plus 50 basis points (the greater of (1) and (2), the “Optional Redemption Premium”), plus, in each case, accrued interest thereon to the date of redemption. 

On and after May 15, 2026, the notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 10
days’ and not more than 60 days’ notice to the Holders, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during
the 12-month period commencing on May 15 of the years set forth below: 
  

					
	 Period
	  	Redemption
Price	 
	 2026
	  	 	102.000	% 
	 2027
	  	 	101.333	% 
	 2028
	  	 	100.667	% 
	 2029 and thereafter
	  	 	100.000	% 

 At the Issuer’s option, a notice of redemption may be conditioned on the satisfaction of one or more
conditions. If so conditioned, such a notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all of such conditions shall be satisfied (or waived by the Issuer in its
discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions have not been satisfied (or waived by the Issuer in its discretion) by the redemption date, or the redemption date so
delayed. 
 Notice of optional redemption pursuant to this Section 5 will be mailed at least 30 days but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption 











 
date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such
portions thereof) called for redemption. 
 “Adjusted Treasury Rate” means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent
as having a maturity most nearly equal to May 15, 2026, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a maturity of May 15,
2026. 
 “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average
of all such quotations or (iii) if the Quotation Agent obtains only one such Reference Treasury Dealer Quotation, such quotation. 

“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer. 

“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC (and its successors) and any other nationally recognized
investment banking firm that is a primary U.S. government securities dealer specified from time to time by the Issuer. 
 “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third Business Day preceding the redemption date. 

 

	6.	 Put Provisions 



Upon a Change of Control, any Holder of Notes will have the right to cause the Issuer to repurchase the Notes of such Holder at a repurchase
price equal to 101% of the principal amount of the Notes to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture. 
  

	7.	 Denominations; Transfer; Exchange 



The Notes are in registered form without coupons in denominations of $2,000 principal amount and whole multiples of $1,000. A Holder may
transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a
selection of Notes to be redeemed or 15 days before an interest payment date. 












	8.	 Persons Deemed Owners 



Except as provided in Section 2 hereto, the registered Holder of this Note may be treated as the owner of it for all purposes. 

 

	9.	 Unclaimed Money 



If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Issuer at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer as general creditors and not to the Trustee for payment. 

 

	10.	 Discharge and Defeasance 



Subject to certain conditions, the Issuer at any time shall be entitled to terminate some or all of its obligations under the Notes and the
Indenture (insofar as the Indenture applies to the Notes) if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 

 

	11.	 Amendment; Waiver 



Subject to certain exceptions set forth in the Indenture, (a) the Indenture (insofar as the Indenture applies to the Notes) and the Notes
may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (b) any default or noncompliance with any provision may be waived with respect to the Notes with the written consent
of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Issuer, the Base Trustee and the Trustee shall be entitled to amend the
Indenture or the Notes to evidence the assumption by a successor corporation of the Issuer’s obligations under the Indenture, or to add covenants or make the occurrence and continuance of a default in such additional covenants a new Event of
Default for the protection of the Holders of debt securities, or to cure any ambiguity or correct any inconsistency in the Indenture or amend the Indenture in any other manner which the Issuer may deem necessary or desirable and which will not
adversely affect the interests of the Holders of senior debt securities issued thereunder, or to establish the form and terms of any series of senior debt securities to be issued pursuant to the Indenture, or to evidence the acceptance of
appointment by a successor Trustee, or to secure the senior debt securities with any property or assets. 
  

	12.	 Defaults and Remedies 



Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of
principal on the Notes at maturity, upon redemption pursuant to Section 5 hereto, upon acceleration or otherwise, or failure by the Issuer to redeem or purchase Notes when required; (c) failure by the Issuer to comply with other agreements
in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Issuer if the amount accelerated
(or so unpaid) exceeds $10 million; and (e) certain events of bankruptcy or insolvency with respect to the Issuer. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes
may 











 
declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the
occurrence of such Events of Default. 
 Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 

 

	13.	 Trustee Dealings with the Issuer 



Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. 

 

	14.	 No Recourse Against Others 



A director, officer, employee or stockholder, as such, of the Issuer or the Trustee shall not have any liability for any obligations of the
Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes. 
  

	15.	 Authentication 



This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually or electronically signs the
certificate of authentication on the other side of this Note. 
  

	16.	 Abbreviations 



Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  

	17.	 CUSIP Numbers 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers to
be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 












	18.	 Governing Law 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 

The Issuer will furnish to any Noteholder upon written request and without charge to the Note holder a copy of the Indenture which has in it
the text of this Note in larger type. Requests may be made to: 
 1929 Allen Parkway 

Houston, Texas 77019 
 Attention:
Secretary 











  

ASSIGNMENT FORM 
 To assign this Security, fill
in the form below: 
 I or we assign and transfer this Security to 

(Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                  agent to transfer this Security on
the books of the Issuer. The agent may substitute another to act for him. 
  

 
  

							
	DATE:	 	  
	  	YOUR SIGNATURE:	  	  


  
  

Sign exactly as your name appears on the other side of this Security 











 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Issuer pursuant to Section 8.03 of the Supplemental Indenture, check the box:
☐ 
 If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 8.03 of the Supplemental
Indenture, state the amount in principal amount: $ 
  

							
	Dated:                         	 		 	Your Signature:	 	  

			
		 		 	(Sign exactly as your name appears on the other side of this Security.)

  

			
	Signature Guarantee:	 	  

	  
  

(Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 











 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

The following increases or decreases in this Global Security have been made: 

 

															
	 Date of Exchange
	  	Amount of decrease
in Principal amount
of this Global
Security	 	  	Amount of increase
in Principal amount
of this Global
Security	 	  	Principal amount of
this Global Security
following such
decrease or
increase)	 	  	 Signature of

authorized officer of

Trustee or Securities

Custodian