<PAGE>
                                                                     EXHIBIT 4.1


                       AMENDMENT NO. 1 TO CREDIT AGREEMENT



         This Amendment No. 1 to Credit Agreement (this "Agreement") dated as of
April 25, 2003 is made by and among STEWART ENTERPRISES, INC., a Louisiana
corporation having its principal place of business in Metairie, Louisiana
("SEI"), EMPRESAS STEWART-CEMENTERIOS, a Puerto Rican civil partnership having
its principal place of business in San Juan, Puerto Rico ("Cementerios"),
EMPRESAS STEWART-FUNERARIAS, a Puerto Rican civil partnership having its
principal place of business in San Juan, Puerto Rico ("Funerarias" and together
with Cementerios and SEI, the "Borrowers"), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States
("Bank of America"), in its capacity as administrative agent for the Lenders (as
defined in the Credit Agreement (as defined below)) (in such capacity, the
"Administrative Agent"), and each of the Lenders signatory hereto, and each of
the Guarantors (as defined in the Credit Agreement) signatory hereto.


                                   WITNESSETH:


         WHEREAS, the Borrowers, the Administrative Agent and the Lenders have
entered into that certain Credit Agreement dated as of June 29, 2001 (as hereby
amended and as from time to time hereafter further amended, modified,
supplemented, restated, or amended and restated, the "Credit Agreement"; the
capitalized terms used in this Agreement not otherwise defined herein shall have
the respective meanings given thereto in the Credit Agreement), pursuant to
which the Lenders have made available to the Borrowers various revolving credit
and term loan facilities, including a letter of credit facility and a swing line
facility; and

         WHEREAS, each of the Guarantors has entered into a Facility Guaranty
pursuant to which it has guaranteed certain or all of the obligations of certain
or all of the Borrowers under the Credit Agreement and the other Loan Documents;
and

         WHEREAS, the Borrowers have advised the Administrative Agent and the
Lenders that they desire to redeem substantially all of the Public Notes
currently outstanding (the "Public Notes Redemption") and, in connection
therewith, to increase the Total Term Loan Commitment in the Credit Agreement by
$50,000,000, and to amend certain provisions of the Credit Agreement, all as set
forth below, and the Administrative Agent and the Lenders signatory hereto are
willing so to increase the Total Term Loan Commitment and to effect such other
amendments contained herein on the terms and conditions contained in this
Agreement;

         NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:



<PAGE>

         1. Amendments to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:

         (a) The following new definitions are hereby added to Article I in the
proper alphabetical order:

                  "Acquired Indebtedness" means Indebtedness of a Person that is
         assumed by SEI or any Subsidiary, or as to which SEI or any Subsidiary
         otherwise becomes liable as debtor (including by the acquisition of
         assets securing any such Indebtedness), in connection with an
         Acquisition permitted hereunder; provided, however, Acquired
         Indebtedness shall not include any Indebtedness created in
         contemplation of such Acquisition.

                  "Additional Subordinated Indebtedness" means unsecured
         Indebtedness for Money Borrowed of SEI that is subordinated to payment
         and performance of the Obligations on terms and conditions satisfactory
         to the Administrative Agent, and containing standstill and other terms
         relating to the relative rights of the holders thereof and the Lenders
         (including terms of subordination) no less favorable to the
         Administrative Agent and the Lenders than those contained in the Senior
         Subordinated Indenture and the Senior Subordinated Notes.

                  "Excluded PR Subsidiaries" means each of the PR Borrowers and
         Simplicity Plan of Puerto Rico, a Puerto Rican civil partnership.

                  "Maximum Restricted Payment Amount" means, as measured at the
         time of any Restricted Payment permitted by Section 10.9, (a) in the
         event that both before and after giving effect to any such Restricted
         Payment (including giving effect to any Advance under the Revolving
         Credit Facility in connection with such Restricted Payment) the
         Consolidated Leverage Ratio shall not be greater than 3.00 to 1.00,
         $25,000,000, and (b) in any other event, $15,000,000.

                  "Public Note Calculation Amount" means the aggregate cash
         payments made by SEI or any Subsidiary (other than payments made in
         respect of principal and accrued interest thereon) in connection with
         the redemption of the Public Notes, including payments related to the
         remarketing right and all legal, accounting, banking related fees,
         expenses and commissions incurred in connection therewith.

         (b) The definition of "Capital Expenditures" is hereby amended by
inserting the following proviso at the end thereof:

                  ; provided that notwithstanding the foregoing, in no event
         shall this definition include any amount constituting a Cost of
         Acquisition.



<PAGE>

         (c) The definition of "Consolidated EBITDA" is hereby amended by
renumbering subparagraph (v) therein as subparagraph (vi) and inserting after
subparagraph (iv) the following new subparagraph (v):

                  (v) the Public Note Calculation Amount to the extent deducted
         in determining Consolidated Net Income for such period,

         (d) Subsection (ii) of the definition of "Consolidated Fixed Charge
Ratio" is hereby deleted in its entirety and the following inserted in its
place:

                  (ii) Consolidated Fixed Charges plus Restricted Payments (but
         excluding Restricted Payments permitted hereunder and described solely
         under subpart (b) of the definition of "Restricted Payments") for such
         period.

         (e) The definition of "Cost of Acquisition" is hereby deleted in its
entirety and the following inserted in its place:

                  "Cost of Acquisition" means, with respect to any Acquisition,
         as of the date of entering into any agreement therefor, the sum of the
         following (without duplication): (I) the amount of any cash and fair
         market value of other property (excluding the value of any capital
         stock, warrants or options to acquire capital stock of SEI or any
         Subsidiary to be transferred in connection therewith) given as
         consideration, (ii) the amount (determined by using the face amount or
         the amount payable at maturity, whichever is greater) of any
         Indebtedness incurred, assumed or acquired by SEI or any Subsidiary in
         connection with such Acquisition, (iii) all additional purchase price
         amounts in the form of earnouts and other Contingent Obligations that
         should be recorded on the financial statements of SEI and its
         Subsidiaries in accordance with GAAP, (iv) all amounts paid in respect
         of covenants not to compete, consulting agreements that should be
         recorded on financial statements of SEI and its Subsidiaries in
         accordance with GAAP, and other affiliated contracts in connection with
         such Acquisition, (v) the aggregate fair market value of all other
         consideration given by SEI or any Subsidiary in connection with such
         Acquisition, and (vi) out of pocket transaction costs for the services
         and expenses of attorneys, accountants and other consultants incurred
         as of the date of determination in effecting such transaction, and
         other similar transaction costs so incurred.

         (f) The definition of "Direct Foreign Subsidiary" is hereby amended by
inserting the following proviso at the end thereof:

                  ; provided that notwithstanding the foregoing, the Excluded PR
         Subsidiaries shall not constitute Direct Foreign Subsidiaries for the
         purposes of Sections 9.19 and 9.20.

         (g) The definition of "Permitted Liens" is hereby deleted in its
entirety and the following inserted in its place:



<PAGE>

                  "Permitted Liens" means any Liens permitted to be incurred,
         created or assumed, or permitted to exist, pursuant to Section 10.4(a),
         (b), (c), (f), (g) or (h).

         (h) The definition of "Term Loan" is hereby deleted in its entirety and
the following inserted in its place:

                  "Term Loan" means the loan made pursuant to the Term Loan
         Facility in accordance with Section 2.1 or otherwise in connection with
         any amendment to this Agreement providing for an increase in the Term
         Loan Facility and an advance at a date after the Closing Date.

         (i) The definition of "Term Loan Commitment" is hereby deleted in its
entirety and the following inserted in its place:

                  "Term Loan Commitment" means, with respect to each Term
         Lender, the obligation of such Term Lender to make the Term Loan to the
         Borrowers in a principal amount equal to such Term Lender's Applicable
         Commitment Percentage of the Total Term Loan Commitment as set forth on
         Exhibit A, including any increase thereof (and any amendment to Exhibit
         A) in connection with any amendment to this Agreement providing for an
         increase in the Term Loan Facility after the Closing Date.

         (j) The definition of "Term Loan Facility" is hereby deleted in its
entirety and the following inserted in its place:

                  "Term Loan Facility" means the facility described in Section
         2.1 providing for a Term Loan to the Borrowers (subject to the PR
         Borrowing Limit) by the Term Lenders to be made on the Closing Date,
         subject to any increase in the then-existing principal amount of the
         Term Loan, or other adjustment to such facility, in any amendment to
         this Agreement.

         (k) The definition of "Term Loan Maturity Date" is hereby deleted in
its entirety and the following inserted in its place:

                  "Term Loan Maturity Date" means January 31, 2006.

         (l) The definition of "Total Term Loan Commitment" is hereby deleted in
its entirety and the following inserted in its place:

                  "Total Term Loan Commitment" means a principal amount equal to
$181,125,000.

         (m) Section 1.3(a)(I) is hereby amended by inserting the parenthetical
"(and the components thereof)" after the term "Consolidated EBITDA" on the
second line thereof.



<PAGE>

         (n) Section 1.3(a)(ii) is hereby amended by inserting the parenthetical
"(and the components thereof)" after the term "Consolidated Fixed Charge Ratio"
on the second line thereof.


         (o) Section 1.3(b)(I) is hereby amended by inserting the parenthetical
"(and the components thereof)" after the term "Consolidated EBITDA" on the
second line thereof.


         (p) Section 1.3(b)(ii) is hereby amended by inserting the parenthetical
"(and the components thereof)" after the term "Consolidated Fixed Charge Ratio"
on the second line thereof.


         (q) Section 2.1[c] is hereby deleted in its entirety and the following
inserted in its place:


         [c] Payment of Principal. The principal amount of the Term Loan shall
         be repaid in consecutive quarterly installments on the dates and in the
         amounts set forth below (as any of such amounts may have been reduced
         at or prior to such time pursuant to Sections 2.1(d) and 2.1(e)):

<Table>
<Caption>
         Quarter Ended                                                                     Principal Due
         -------------                                                                     -------------
<S>                                                                                  <C>
         Each fiscal quarter end of SEI from and including October 31, 2001
         to and including April 30, 2003                                                     $625,000

         Each fiscal quarter end of SEI from and including July 31, 2003 to
         and including July 31, 2005                                                        $2,500,000

         Each fiscal quarter end of SEI from and including October 31, 2005
         to and including January 31, 2006                                                  $79,000,000

         Term Loan Maturity Date                                                           All remaining
                                                                                       principal outstanding
</Table>

         ; provided, however, that the entire amount of Term Loan Outstandings
         shall be due and payable in full on the Term Loan Termination Date.

         (r) Section 2.5(b) is hereby deleted in its entirety and the following
inserted in its place:

         Term Notes. The portion of the Term Loan made by each Term Lender shall
         be evidenced by the Term Note payable to the order of such Lender in
         the respective amount of its Term Loan Commitment, which Term Notes
         shall be dated the Closing Date or a later date pursuant to an
         Assignment and Acceptance or an amendment increasing the Term Loan or
         otherwise requiring a new Term Note, and shall be duly completed,
         executed and delivered by the Borrowers.


<PAGE>

         (s) Section 5.3 is hereby amended by deleting the reference in the
         second sentence thereof to "except upon giving not less than thirty
         (30) days' prior written notice" and replacing such reference with
         "except upon giving written notice not more than thirty (30) days
         thereafter."

         (t) Section 9.19 is hereby amended by deleting the reference in the
first sentence thereof to "fifteen (15) days" and replacing such reference with
"thirty (30) days."


         (u) Section 10.1(a) is hereby amended by deleting the table contained
therein in its entirety and replacing such table with the following:


<Table>
<Caption>
                                                                                      Maximum
                                Period                                      Consolidated Leverage Ratio
                                ------                                      ---------------------------
<S>                                                                         <C>
                 Closing Date through
                 January 31, 2002                                                  4.00 to 1.00

                 February 1, 2002 through
                 July 31, 2002                                                     3.75 to 1.00

                 August 1, 2002 through
                 October 31, 2003                                                  3.50 to 1.00

                 November 1, 2003 through
                 October 31, 2004                                                  3.25 to 1.00

                 November 1, 2004 and thereafter                                   3.00 to 1.00
</Table>


         (v) Section 10.1(b) is hereby deleted in its entirety and the following
inserted in its place:

         [b] Consolidated Fixed Charge Ratio. Permit at any time the
         Consolidated Fixed Charge Ratio to be less than 1.75 to 1.00.

         (w) Section 10.1[c] is hereby deleted in its entirety and the following
inserted in its place:

         [c] Consolidated Interest Coverage Ratio. Permit at any time the
         Consolidated Interest Coverage Ratio to be less than 2.50 to 1.00.

         (x) Section 10.2 is hereby deleted in its entirety and the following
inserted in its place:

         10.2 Acquisitions. Enter into any agreement, contract, binding
         commitment or other arrangement providing for any





<PAGE>

         Acquisition, or take any action to solicit the tender of securities or
         proxies in respect thereof in order to effect any Acquisition, unless
         (I) the Person to be (or whose assets are to be) acquired does not
         oppose such Acquisition and the line or lines of business of the Person
         to be acquired are substantially the same as one or more line or lines
         of business conducted by the Borrower and its Subsidiaries, (ii) no
         Default or Event of Default shall have occurred and be continuing
         either immediately prior to or immediately after giving effect to such
         Acquisition, (iii) in the event the Cost of Acquisition of such
         Acquisition exceeds $10,000,000, SEI shall have furnished to the
         Administrative Agent (A) pro forma historical financial statements as
         of the end of the most recently completed Fiscal Year of SEI and most
         recent interim fiscal quarter, if applicable, giving effect to such
         Acquisition and (B) a certificate in the form of Exhibit H prepared on
         a historical pro forma basis as of the most recent date for which
         financial statements have been furnished pursuant to Section 8.6(a) or
         Section 9.1(a) or (b) giving effect to such Acquisition and all other
         Acquisitions since the last such certificate was delivered, which
         certificate shall demonstrate that no Default or Event of Default would
         exist immediately after giving effect thereto, (iv) the Person acquired
         shall have Consolidated EBITDA for the immediately preceding
         twelve-month period greater than zero, (v) immediately after giving
         effect thereto, Available Liquidity shall be greater than or equal to
         $25,000,000, (vi) SEI shall have provided to the Administrative Agent a
         representation and warranty with respect to such acquired Person and
         its properties substantially similar to that set forth in Section 8.18,
         (vii) the Person acquired shall be a wholly-owned Domestic Subsidiary,
         or be merged into SEI or an SEI Guarantor, immediately upon
         consummation of the Acquisition (or if assets are being acquired, the
         acquiror shall be SEI or a SEI Guarantor), (viii) such Acquisition
         shall be for a Cost of Acquisition of not more than $50,000,000, and
         (ix) the Cost of Acquisition of such Acquisition, when combined with
         the Cost of Acquisition of all other Acquisitions consummated since the
         beginning of the then-current Fiscal Year, does not exceed the sum of
         (A) $50,000,000, and (B) for any Fiscal Year ending on or after October
         31, 2003, so long as the Consolidated Leverage Ratio on the last day of
         the immediately preceding Fiscal Year is not greater than 3.00 to 1.00,
         the amount permitted by this subsection (viii) but not used in each
         previous Fiscal Year (including cumulative carryovers) beginning with
         the Fiscal Year ending October 31, 2002.



<PAGE>

         (y) Section 10.3 is hereby deleted in its entirety and the following
inserted in its place:

         S.E. Capital Expenditures. Make Capital Expenditures which exceed in
         the aggregate in any Fiscal Year of SEI, the sum of (a) $35,000,000,
         and (b) for any Fiscal Year ending on or after October 31, 2003, so
         long as the Consolidated Leverage Ratio on the last day of the
         immediately preceding Fiscal Year is not greater than 3.00 to 1.00, the
         amount permitted but not used in each previous Fiscal Year (including
         cumulative carryovers) beginning with the Fiscal Year ending October
         31, 2002.

         (z) Section 10.4 is hereby amended by (I) deleting the reference in
clause (f) to "Section 10.5(d)" and replacing such reference with "Section
10.5(d)(I)," (ii) deleting the reference in clause (g) to "Section 10.5(d)" and
replacing such reference with "Section 10.5(d)(I)," and (iii) deleting the word
"and" at the end of clause (g), relettering clause (h) as clause (I), and
inserting after clause (g) the following new clause (h):

                  "(h) Liens on specific fixed or tangible assets securing
         Acquired Indebtedness permitted under Section 10.5(d)(ii), provided
         that no such Lien extends to any property other than the property
         acquired (or the property of the Person acquired) that was subject to
         such Lien prior to the related Acquisition, and no such Lien was
         incurred or granted in anticipation or contemplation of the related
         Acquisition; and"

         (aa) Section 10.5 is hereby amended by deleting each of clauses (d) and
(f) and substituting the following clauses (d) and (f) in lieu thereof,
respectively:

         [d] (i) purchase money Indebtedness described in Section 10.4(f) and
Capital Leases described in Section 10.4(g) not to exceed an aggregate
outstanding principal amount at any time of $15,000,000, and (ii) Acquired
Indebtedness not to exceed an aggregate outstanding principal amount at any time
of $25,000,000;

         [f] (i) Additional Subordinated Indebtedness in an aggregate
         outstanding principal amount not to exceed $100,000,000 at any time,
         provided that no Default or Event of Default shall have occurred and be
         continuing either immediately prior to or immediately after the
         issuance, incurrence or assumption of any such Additional Subordinated
         Indebtedness, and (ii) the Senior Subordinated Notes;

         (bb) Section 10.5(I) is hereby amended by deleting the reference
therein to "$15,000,000" and replacing such reference with "$25,000,000."

         (cc) Section 10.7[c] is hereby deleted in its entirety and the
following inserted in its place:




<PAGE>


         [c] investments existing as of the date hereof and as set forth in
         Schedule 8.4, Schedule 8.5 or Schedule 10.7(C), provided that this
         Section 10.7(C) shall continue to apply to any investments identified
         on any such schedule that are transferred from the holder thereof on
         the Closing Date to the Borrower or one or more of its Subsidiaries in
         compliance with Section 10.6(h);

         (dd) Section 10.7 is hereby amended by relettering clauses (f), (g),
(h) and (I) as clauses (g), (h), (I) and (j), respectively, and inserting after
clause (e) the following new clause (f):

         [f] to the extent not otherwise permitted by the other subsections of
         this Section 10.7, investments consisting of loans, advances, equity
         interests and debt securities owned by any Person acquired in an
         Acquisition permitted hereunder (but excluding investments acquired by
         such Person in contemplation of such Acquisition); provided that (I)
         within ninety (90) days of the consummation of the related Acquisition
         such investments shall be liquidated by SEI or the applicable
         Subsidiary, as appropriate, so that the aggregate outstanding book
         value or fair market value, whichever is greater, of all Investments
         acquired in all Acquisitions shall not then exceed $7,500,000, and (ii)
         with respect to any such Investments that remain in place on the day
         that is ninety (90) days after the consummation of the related
         Acquisition, SEI or the applicable Subsidiary, as appropriate, shall
         have executed and delivered all documents and taken all such other
         action as the Administrative Agent and the Collateral Agent shall
         reasonably deem to be necessary and sufficient to confer on the
         Collateral Agent for the benefit of the Senior Secured Parties (as
         defined in the applicable Security Agreement) a duly perfected Lien
         thereon subject only to Permitted Liens;

         (ee) Section 10.9 is hereby deleted in its entirety and the following
inserted in its place:

                  10.9 Restricted Payments. Make any Restricted Payment or apply
         or set apart any of their assets therefor or agree to do any of the
         foregoing except SEI may make Restricted Payments in the form of cash
         dividends on the stock of SEI and repurchases of issued and outstanding
         stock of SEI, provided that (I) after giving effect to each such
         Restricted Payment, the aggregate amount of Restricted Payments made in
         the then current fiscal year shall not exceed the Maximum Restricted
         Payment Amount then in effect (without regard to any unused amount in
         any previous Fiscal Year), (ii) both before and after giving effect to
         any such Restricted Payment, the Consolidated Fixed Charge Ratio is no
         less than 1.75 to 1.00, and (iii) both before and after giving effect
         to such Restricted Payment no Default or Event of Default shall have
         occurred or be continuing.

         (ff) The proviso at the end of Section 10.17 is hereby deleted and the
following inserted in its place:




<PAGE>

         provided that SEI and any Subsidiary may enter into or, in connection
         with Acquired Indebtedness permitted hereunder, assume or permit to
         exist, such an agreement in connection with, and that applies only to,
         property subject to any Lien permitted by this Agreement and not
         released after the date hereof, when such prohibition or limitation is
         by its terms effective only against the assets subject to such Lien.

         (gg) Section 10.18 is hereby deleted in its entirety and the following
inserted in its place:

                  10.18 Prepayments, Etc., of Indebtedness. Except for (I)
         refinancings permitted by Sections 10.5(j) and (k), (ii) the prepayment
         of up to $5,000,000 of aggregate principal amount of Seller Financed
         Indebtedness, and (iii) the prepayment of Acquired Indebtedness, (a)
         prepay, redeem, purchase, defease or otherwise satisfy prior to the
         scheduled maturity thereof in any manner, or make any payment in
         violation of any subordination terms of, any Indebtedness, or (b)
         amend, modify or change in any manner any term or condition of any
         Indebtedness for Money Borrowed so that the terms and conditions
         thereof are less favorable to the Administrative Agent and the Lenders
         than the terms of such Indebtedness or leases as of the Closing Date,
         including without limitation any amendment, revision or supplement to
         the subordination provisions or payment or redemption terms of, the
         other covenants contained in, or events of default under, the Senior
         Subordinated Indenture or the Senior Subordinated Notes.

         (hh) That portion of Exhibit A to the Credit Agreement labeled "Term
Loan Facility" is hereby deleted and replaced with the revised Exhibit A
attached to this Agreement as Annex I.

         2. Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement provided in Paragraph 1, and the funding of
the increase in the Total Term Loan Commitment provided in Paragraph 3, are all
subject to the satisfaction of the following conditions precedent (the day on
which such conditions are satisfied being the "Amendment Closing Date"):

         (a) The Administrative Agent shall have received each of the following
documents or instruments in form and substance reasonably acceptable to the
Administrative Agent:

                           (i) eleven (11) original counterparts of this
                  Agreement, duly executed by the Borrowers, the Administrative
                  Agent, each Guarantor, each Person committing to a portion of
                  the increase in the Total Term Loan Commitment (including any
                  existing Lender and any Person becoming a Lender pursuant to
                  this Agreement), and such other Lenders as are necessary to
                  constitute the Required Lenders, together with all schedules
                  and exhibits thereto duly completed;

                           (ii) resolutions of the Board of Directors of each of
                  the Borrowers and, to the extent determined necessary in the
                  reasonable judgment of the Administrative Agent, of the




<PAGE>

                  Guarantors, authorizing this Agreement, including the increase
                  of the Total Term Loan Commitment contained herein, and the
                  related transactions, certified by the Secretary or Assistant
                  Secretary of Borrower and, if necessary, the applicable
                  Guarantor;

                           (iii) the favorable written opinion or opinions with
                  respect to this Agreement and the transactions contemplated
                  hereby of special counsel to SEI and, if determined to be
                  necessary in the reasonable judgment of the Administrative
                  Agent, of any Guarantor, in each case dated as of the date of
                  this Agreement, addressed to the Administrative Agent and the
                  Lenders and satisfactory to the Agents, and addressing such
                  matters as are reasonably determined to be necessary by the
                  Administrative Agent;

                           (iv) a Borrowing Notice (substantially in the form of
                  Exhibit D-1 to the Credit Agreement, with such changes as are
                  necessary and satisfactory to the Administrative Agent to
                  conform such exhibit to this Agreement) with respect to the
                  Advance of the increased amount of the Term Loan and, if
                  elected by SEI pursuant to Paragraph 3[c] below, an Interest
                  Rate Selection Notice; and

                           (v) such other documents, instruments, opinions,
                  certifications, undertakings, further assurances and other
                  matters as the Administrative Agent shall reasonably request;

         (b) all fees and expenses payable to the Administrative Agent and the
Lenders (including the fees and expenses of counsel to the Administrative Agent)
accrued to date shall have been paid in full to the extent invoiced prior to or
on the effective date of this Agreement, but without prejudice to the later
payment of accrued fees and expenses not so invoiced.

         3. Advance of the Term Loan.

         [a] Attached as Annex II hereto is the additional commitment of each
         Lender (including any Person becoming a Lender pursuant to this
         Agreement) providing for an increase (each such Lender an "Increasing
         Lender"), in the aggregate amount of $50,000,000, of the existing
         principal amount of the Term Loan, as permitted in the definitions of
         "Term Loan" and "Term Loan Facility" in the Credit Agreement, as such
         terms are amended by Paragraph 1 of this Agreement.

         [b] Notwithstanding anything to the contrary in Section 2.1(a) or (b)
         of the Credit Agreement, but subject to the terms and conditions of
         this Agreement, each Increasing Lender severally agrees to make an
         advance of its share of the increase in the Term Loan, as set forth on
         Annex II hereto, in Dollars to SEI, at the time and pursuant to the
         method set forth in Paragraph 3(c) below.




<PAGE>

         [c] Not later than 1:00 P.M. New York time on the Amendment Closing
         Date, each Increasing Lender shall make the amount of its advance as
         set forth on Annex II hereto available by wire transfer to the
         Administrative Agent. Such wire transfer shall be directed to the
         Administrative Agent at the Principal Office and shall be in the form
         of same day funds in Dollars. The amount so received by the
         Administrative Agent shall, subject to the terms and conditions of this
         Agreement, including without limitation the occurrence of the Amendment
         Closing Date by satisfaction of all applicable conditions in Paragraph
         2 hereof, be made available to SEI by delivery of the proceeds thereof
         to the Borrowers' Account or otherwise as shall be directed by the
         Authorized Representative and reasonably acceptable to the
         Administrative Agent, which such delivery shall be made no later than
         4:00 P.M. New York time on the Amendment Closing Date (so long as all
         conditions in Paragraph 2 have been satisfied by such time). The
         initial Advance of the increased amount of the Term Loan hereunder may
         be a Eurodollar Rate Segment, a Base Rate Segment, or both, as
         reflected in the Borrowing Notice delivered pursuant to Paragraph
         2(a)(iv) of this Agreement; provided that if SEI desires that any
         portion of the initial Advance of the increased amount of the Term Loan
         is advanced as a Eurodollar Rate Segment, the Administrative Agent
         shall make such Advance as a Eurodollar Rate Segment only if, not later
         than three Business Days prior to the Amendment Closing Date, the
         Administrative Agent has received from the SEI an Interest Rate
         Selection Notice with respect thereto and an indemnity agreement by and
         between SEI and the Administrative Agent in form and substance
         satisfactory to the Administrative Agent.

         (d)      The parties hereto agree that upon being advanced, the
                  additional amounts shall be part of the "Term Loan" and the
                  "Term Loan Facility" under the Credit Agreement, without
                  regard to any effect the advance thereof after the Closing
                  Date might otherwise have on the terms or interpretation of
                  the provisions of the Credit Agreement, and the "Term Note"
                  under the Credit Agreement shall include any Term Notes
                  executed in connection with this Agreement.

         4. Consent the Guarantors. Each of the Guarantors has joined in the
execution of this Agreement for the purposes of consenting hereto and for the
further purpose of confirming its guaranty of the Obligations of one or more of
the Borrowers pursuant to the Facility Guaranty to which such Guarantor is party
and its obligations under each other Loan Documents to which it is a party. Each
Guarantor hereby consents, acknowledges and agrees to the amendments of the
Credit Agreement set forth herein and hereby confirms and ratifies in all
respects the Facility Guaranty and each other Loan Document to which such
Guarantor is a party and the enforceability of such Facility Guaranty and each
such other Loan Document against such Guarantor in accordance with its terms.

         5. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders party hereto to enter into this Agreement,
the Borrowers represent and warrant to the Agent and such Lenders as follows:


         [a] The representations and warranties made by the Borrowers in Article
         VIII of the Credit Agreement (after giving effect to this Agreement)
         and in each of the other Loan Documents to which it is a party are true
         and correct in all material




<PAGE>

         respects on and as of the date hereof, except to the extent that such
         representations and warranties expressly relate to an earlier date;

         [b] There has been no material adverse change in the condition,
         financial or otherwise, of the Borrower and its Subsidiaries, taken as
         a whole, since the date of the most recent financial reports of the
         Borrowers delivered pursuant to Section 9.1 of the Credit Agreement
         except as reflected in the Borrower's revised guidance contained in the
         Borrower's filing with the Securities and Exchange Commission on Form
         8-K dated as of February 24, 2003;

         [c] There has been no occurrence of any event or events which could
         reasonably be expected to have a Material Adverse Effect since the date
         of the most recent financial reports of the Borrowers delivered
         pursuant to Section 9.1 of the Credit Agreement except as reflected in
         the Borrower's revised guidance contained in the Borrower's filing with
         the Securities and Exchange Commission on Form 8-K dated as of February
         24, 2003;

         [d] The Persons appearing as Guarantors on the signature pages to this
         Agreement constitute all Persons who are required to be Guarantors
         pursuant to the terms of the Credit Agreement and the other Loan
         Documents, including without limitation all Persons who became
         Subsidiaries or were otherwise required to become Guarantors after the
         Closing Date as a result of any merger, acquisition or other
         reorganization, and each such Person has executed and delivered a
         Facility Guaranty; and

         [e] No Default or Event of Default has occurred and is continuing
         either immediately prior to or immediately after the effectiveness of
         this Amendment.

         6. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the "Relevant Documents"), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated in the Relevant Documents, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Agreement may be changed,
modified, waived or canceled orally or otherwise, except as permitted pursuant
to Section 13.6 of the Credit Agreement.

         7. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects by each party hereto
and shall be and remain in full force and effect according to their respective
terms.




<PAGE>

         8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         9. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the state of New York.


         10. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.


         11. References. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.


         12. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrowers, the Administrative Agent and each of the
Guarantors and Lenders, and their respective successors, assigns and legal
representatives; provided, however, that neither any Borrower nor any Guarantor,
without the prior consent of the Required Lenders, may assign any rights,
powers, duties or obligations hereunder.


         13. Expenses. The Borrowers agree to pay to the Administrative Agent
all reasonable out-of-pocket expenses of the Administrative Agent (including the
fees and expenses of counsel to the Administrative Agent) incurred or arising in
connection with the negotiation and preparation of this Agreement.


                            [Signature pages follow.]


<PAGE>







         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

                               BORROWERS:

                               STEWART ENTERPRISES, INC.

                               By:      /s/ Loralice A. Trahan
                                  ---------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Vice President, Secretary and Treasurer


                               EMPRESAS STEWART-CEMENTERIOS
                               By:      Stewart Cementerios Puerto Rico
                                        Holding II, B.V.,
                                        its Managing Partner

                               By:      /s/ Kenneth C. Budde
                                  ---------------------------------------------
                               Name:    Kenneth C. Budde
                               Title:   Director


                               EMPRESAS STEWART-FUNERARIAS
                               By:      Stewart Funerarias Puerto Rico
                                        Holding II, B.V.,
                                        its Managing Partner

                               By:      /s/ Kenneth C. Budde
                                  ---------------------------------------------
                               Name:    Kenneth C. Budde
                               Title:   Director





<PAGE>


                               GUARANTORS:

                               1730 INVESTMENT CO., INC.
                               A.P. BOZA FUNERAL HOME, INC.
                               ABBEY PLAN OF TEXAS, INC.
                               ACME MAUSOLEUM CORPORATION
                               ALL FAITHS FUNERAL HOME, INC.
                               ALL FAITHS MEMORIAL PARK, INC.
                               ALL SOULS MORTUARY, INC.
                               AMLING/SCHROEDER FUNERAL SERVICE, INC.
                               ANDERSON-CLAYTON BROS FUNERAL HOMES, INC.
                               ANDREW J. MCGANN & SON FUNERAL HOME, INC.
                               ARLINGTON MEMORIAL PARK CEMETERY AND
                                    FUNERAL HOME, INC.
                               ASHES TO ASHES, INC.
                               ASSUMPTION MORTUARY, INC.
                               BALDWIN-FAIRCHILD FUNERAL HOMES, INC.
                               BARSTOW FUNERAL HOMES, INC.
                               BARTLETT-BURDETTE-COX FUNERAL HOME, INC.
                               BAY AREA CREMATORY, INC.
                               BELEW FUNERAL HOME, INC.
                               BENJAMIN FRANKLIN P.M., INC.
                               BETH DAVID FUNERAL CHAPEL TAMPA, INC.
                               BETH DAVID MEMORIAL CHAPEL, INC.
                               BEXAR COUNTY MORTUARY SERVICES, INC.
                               BLUE RIDGE FUNERAL HOME, INC.
                               BLUE RIDGE MEMORIAL GARDENS, INC.
                               BLUE RIDGE MEMORIAL GARDENS,
                                    INCORPORATED
                               BLUEBONNET HILLS FUNERAL HOME, INC.
                               BLUEBONNET HILLS MEMORIAL PARK, INC.
                               BOUNDS FUNERAL HOME, INC.
                               BRIGHT-HOLLAND FUNERAL HOME, INC.
                               BROWN MEMORIALS, INC.
                               BRUCE OCALA FUNERAL HOME, INC.
                               BUCHHEIM FAMILY, INC.
                               C.G.R., INC.
                               CALFEE FUNERAL SERVICE OF PINEVILLE, INC.
                               CALVARY MORTUARY OF LOS ANGELES,
                                    CALIFORNIA, INC.
                               CANNON FUNERAL HOME, INC.
                               By:      /s/ Loralice A. Trahan
                                  ----------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary




<PAGE>


                               CAROLINA FINANCIAL CORPORATION OF PICKENS
                               CASCADE CREMATORY, INC.
                               CASDORPH & CURRY FUNERAL HOME, INC.
                               CATALINA CHANNEL CREMATION SOCIETY
                               CATAWBA MEMORIAL PARK, INC.
                               CATHOLIC MORTUARY SERVICES, INC.
                               CEDAR HILL CEMETERY COMPANY, INC.
                               CEMETERY MANAGEMENT, INC.
                               CEMETERY SERVICES, INC.
                               CENTRAL STONE WORKS, INCORPORATED
                               CHAPEL HILL CEMETERY, INC.
                               CHAPEL OF THE ROSES, INC.
                               CHAPEL OF THE VALLEY FUNERAL HOME, INC.
                               CHEATHAM HILL MEMORIAL PARK, INC.
                               C. J. APPLEGATE AND SONS, INC.
                               CLINCH VALLEY MEMORIAL CEMETERY, INC.
                               COLE & GARRETT FUNERAL HOMES, INC.
                               CORNELL & DAGGETT, INC.
                               CREMATION SOCIETY NORTHWEST, INC.
                               CRESPO & SONS, INCORPORATED
                               CREST LAWN MEMORIAL GARDENS, INC.
                               CUNNINGHAM MEMORIAL PARK, INC.
                               CURRY & SON FUNERAL HOME, INC.
                               D.W. NEWCOMER'S SONS, INC.
                               DALTON AND SON FUNERAL HOME, INC.
                               DAVID C. GROSS FUNERAL HOME, INC.
                               DESERT MEMORIAL, INC.
                               DEYOUNG MEMORIAL CHAPEL, INC.
                               DILDAY BROTHERS HUNTINGTON VALLEY
                                    MORTUARY
                               DILLARD MEMORIAL, INC.
                               DODD-PAYNE-HESS FUNERAL HOME INC.
                               DRUID RIDGE CEMETERY COMPANY
                               DUNBAR FUNERAL HOME
                               DUTTON, INC.
                               DWN PROPERTIES, INC.
                               E. R. BUTTERWORTH & SONS
                               EASTERN CEMETERY ASSOCIATES, INC.
                               EASTLAWN CORPORATION
                               EASTLAWN MEMORIAL GARDENS, INCORPORATION
                               ELLISON FUNERAL HOME, INC.
                               EMERALD HILLS FUNERAL CORPORATION
                               EMPRESAS STEWART-FUNERARIAS, INC.
                               EMPRESAS STEWART-CEMENTERIOS, INC.

                               By:      /s/ Loralice A. Trahan
                                  --------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary



<PAGE>


                              EVANS FUNERAL HOME, INC.
                              EVANS FUNERAL HOME, INC.
                              EVERGREEN MEMORIAL GARDENS, INC.
                              EVERGREEN STAPLES FUNERAL CHAPEL, INC.
                              EVERLY FUNERAL HOMES, INCORPORATED
                              EVERLY PFP, INC.
                              FAIRFAX FUNERAL HOME, INC.
                              FAITH MEMORIAL PARK & MAUSOLEUM COMPANY,
                                   INC.
                              FINDLAY CEMETERY, INC.
                              FLORIDA HILLS MEMORIAL GARDENS, INC.
                              FOREST HILLS CEMETERY, INC.
                              FORT LINCOLN CEMETERY, INC.
                              FORT LINCOLN FUNERAL HOME, INC.
                              FUNERAL SECURITY PLANS, INC.
                              GALLERY GRANITE CORPORATION
                              GARDEN OF MEMORIES, INC.
                              GARDINIER COLLETTI MEMORIAL HOME, INC.
                              GARNER FAMILY FUNERAL HOME, INC.
                              GARRETT-HILLCREST, INC.
                              GEORGE WASHINGTON MEMORIAL PARK, INC.
                              GLEN HAVEN MEMORIAL PARK, INC.
                              GOOD SHEPHERD MEMORIAL GARDENS, INC.
                              GORNY & GORNY PATERSON-CLIFTON MORTUARY
                              GRACELAND MAUSOLEUM, INC.
                              GRANDVIEW MEMORY GARDENS, INCORPORATED
                              GREENHILLS MEMORY GARDENS, INC.
                              GREENWOOD CEMETERY, INC.
                              GRIFFIN LEGGETT - CONWAY, INC.
                              GRIFFIN LEGGETT HEALEY & ROTH, INC.
                              GRIFFIN-LEGGETT INSURANCE AGENCY, INC.
                              GRIFFIN-LEGGETT, INC.
                              GROSS FUNERAL HOME, INC.
                              GUARDIAN CREMATION SOCIETY, INC.
                              GUARDIAN FUNERAL HOME, INC.
                              HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.
                              HAISTEN FUNERAL HOMES, INC.
                              HAROLD C. DAVIS, INC.
                              HIGGINS AND SON FUNERAL HOME, INC.
                              HIGHLAND MEMORIAL CEMETERY, INC.
                              HIGHLAND MEMORIAL GARDENS, INC.
                              HIGHLAND MEMORY GARDENS OF FRANKLIN
                                   COUNTY, INC.
                              HIGHLAND MEMORY GARDENS, INCORPORATED


                              By:      /s/ Loralice A. Trahan
                                 ---------------------------------------------
                              Name:    Loralice A. Trahan
                              Title:   Assistant Secretary


<PAGE>


                              HIGHLAND MEMORY GARDENS, INC.
                              HILLCREST MEMORIAL CEMETERY, INC.
                              HILL-CREST MEMORIAL PARK
                              HILLTOP MEMORIAL PARK, INC.
                              HINES-RINALDI FUNERAL HOME, INC.
                              HOLLY HILL MEMORIAL PARK, INC.
                              HOLLY HILLS, INC.
                              HOLLY MEMORIAL GARDENS, INC.
                              HOLY CROSS MORTUARY OF CULVER CITY,
                                   CALIFORNIA, INC.
                              HOLY CROSS MORTUARY OF POMONA,
                                   CALIFORNIA, INC.
                              HOPSON MORTUARY, INC.
                              HUBBELL FUNERAL HOME AND CREMATORY, INC.
                              J. E. FOUST & SON FUNERAL DIRECTORS, INC.
                              J.P. FINLEY AND SON MORTUARY, INC.
                              JOHN M. TAYLOR FUNERAL HOME, INC.
                              JOHNSON FUNERAL HOME, INC.
                              JOSEPH W. TEAGUE FUNERAL HOME, INC.
                              KANAWHA PLAZA PARTNERSHIP
                              KENT R. PALMER, INC.
                              KICLITER FUNERAL HOME, INC.
                              KILGORE-GREEN FUNERAL HOME, INC.
                              KIMES FUNERAL HOME, INC.
                              KINGSPORT CEMETERY CORPORATION
                              KIRK & NICE SUBURBAN CHAPEL, INC.
                              KIRK & NICE, INC.
                              KLINGEL-CARPENTER MORTUARY, INC.
                              KNUTSON FUNERAL HOMES, INC.
                              LAKE LAWN METAIRIE FUNERAL HOME
                              LAKE LAWN METAIRIE FUNERAL HOME, INC.
                              LAKE LAWN PARK, INC.
                              LAKEWOOD MEMORIAL PARK, INC.
                              LANCASTER FUNERAL HOMES, INC.
                              LASSILA FUNERAL CHAPELS, INC.
                              LATHAN FUNERAL HOME, INC.
                              LAUREL LAND FUNERAL HOME OF FORT WORTH,
                                   INC.
                              LAUREL LAND FUNERAL HOME, INC.
                              LAUREL LAND MEMORIAL PARK, INC.
                              LAUREL LAND OF FORT WORTH, INC.
                              LEGACY ONE, INC.
                              LINCOLN MEMORIAL MORTUARY, INC.


                              By:      /s/ Loralice A. Trahan
                                 ---------------------------------------------
                              Name:    Loralice A. Trahan
                              Title:   Assistant Secretary



<PAGE>


                               LITTLE BETHEL MEMORIAL PARK, INC.
                               LOI CHARLESTON, INC.
                               LOMBARD & CO.
                               LOUDON PARK CEMETERY COMPANY
                               LOUDON PARK FUNERAL HOME, INC.
                               LYONS FUNERAL HOME, INC.
                               MADCEM OF FLORIDA, INC.
                               MCLAURIN'S FUNERAL HOME, INC.
                               MEMORIAL FUNERAL HOME, INC.
                               MEMORIAL PARK CEMETERY, INC.
                               MEMORIAL PARKS, INCORPORATED
                               MEMORIAL SERVICES OF COLUMBIA, INC.
                               MEMORIAL SUNSET PARK, INC.
                               METAIRIE CEMETERY ASSOCIATION
                               METROCREST FUNERAL HOME, INC.
                               MILLER-LEE, INC.
                               MONTE VISTA BURIAL PARK, INC.
                               MONTICELLO MEMORY GARDENS, INC.
                               MONTLAWN MEMORIAL PARK, INC.
                               MOUNT OLIVET CEMETERY, INC.
                               MOUNTAIN VIEW MEMORY GARDENS, INC.
                               MT. JULIET FUNERAL HOME, INC.
                               MT. JULIET MEMORIAL GARDENS, INC.
                               MURPHY FUNERAL SERVICE, INC.
                               N. D. DAVIS & ASSOCIATES, INC.
                               NATIONAL EXCHANGE TRUST, LTD.
                               NATIONAL FUNERAL SERVICES, INCORPORATED
                               NATIONAL HARMONY MEMORIAL PARK, INC.
                               NAVE FUNERAL HOME OF LEBANON, INC.
                               NEPTUNE SOCIETY OF NEVADA, INC.
                               NISWONGER & REYNOLDS, INC.
                               NULTON-MATTLE & ASHTON FUNERAL HOME, INC.
                               OAKLAWN PARK CEMETERY AND FUNERAL HOME,
                                    INC.
                               OCONEE MEMORIAL FUNERAL HOME, INC.
                               OCONEE MEMORIAL GARDENS, INC.
                               OTTO REDANZ FUNERAL HOME, INC.
                               PARKLAWN MEMORIAL GARDENS, INC.
                               PARKLAWN, INC.
                               PARKWOOD MANAGEMENT COMPANY
                               PASADENA FUNERAL HOME, INC.
                               PAULEY FUNERAL HOME, INC.


                               By:      /s/ Loralice A. Trahan
                                  ---------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary


<PAGE>



                               PET HAVEN, INC.
                               PINE CREST CEMETERY, INC.
                               PINE CREST FUNERAL HOME, INC.
                               PINEVIEW, INC.
                               PLEASANT VIEW MEMORY GARDENS, INC.
                               POLLOCK-WELLS FUNERAL SERVICE, INC.
                               PROFESSIONAL FUNERAL SERVICES, INC.
                               QUEEN OF HEAVEN MORTUARY, INC.
                               RENO MEMORIAL, INC.
                               REST HILLS MEMORIAL PARK, INC.
                               RESTLAND FUNERAL HOME, INC.
                               RESTLAND OF DALLAS, INC.
                               RESURRECTION MORTUARY, INC.
                               RICHARD PIERCE FUNERAL SERVICE
                               RICHMOND MEMORIAL PARKS, INC.
                               RIVER CITIES FUNERAL CHAPEL, INC.
                               ROBERTS FUNERAL HOME, INC.
                               ROCKCO AND SON FUNERAL HOME, INC.
                               ROCKCO'S FUNERAL HOMES, INC.
                               ROCKY MOUNT MEMORIAL PARK, INC.
                               ROSE HAVEN FUNERAL HOME & CEMETERY, INC.
                               ROSELAWN MEMORIAL GARDENS, INC.
                               ROYAL PALM MEMORIAL GARDENS, INC.
                               RUNYAN MANGOLD, INC.
                               S.E. ACQUISITION OF ALBUQUERQUE, NEW MEXICO,
                                    INC.
                               S.E. ACQUISITION OF BLUE ISLAND, ILLINOIS, INC.
                               S.E. ACQUISITION OF BOONVILLE, MISSOURI, INC.
                               S.E. ACQUISITION OF CALIFORNIA, INC.
                               S.E. ACQUISITION OF CHARLESTON, INC.
                               S.E. ACQUISITION OF CLIFTON, NEW JERSEY, INC.
                               S.E. ACQUISITION OF DELANO, CALIFORNIA, INC.
                               S.E. ACQUISITION OF FREDONIA, NEW YORK INC.
                               S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC.
                               S.E. ACQUISITION OF LANCASTER, CALIFORNIA,
                                    INC.
                               S.E. ACQUISITION OF LITHONIA, GEORGIA, INC.
                               S.E. ACQUISITION OF LOS OSOS MORTUARY AND
                                    MEMORIAL PARK, INC.
                               S.E. ACQUISITION OF MALDEN, WEST VIRGINIA,
                                    INC.


                               By:      /s/ Loralice A. Trahan
                                  ---------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary

<PAGE>


                               S.E. ACQUISITION OF MUSKOGEE, OKLAHOMA, INC.
                               S.E. ACQUISITION OF MYRTLE CREEK, OREGON,
                                    INC.
                               S.E. ACQUISITION OF NEVADA, INC.
                               S.E. ACQUISITION OF OAK LAWN AND ORLAND
                                    PARK, ILLINOIS, INC.
                               S.E. ACQUISITION OF OAKHURST, CALIFORNIA, INC.
                               S.E. ACQUISITION OF OREGON, INC.
                               S.E. ACQUISITION OF OROVILLE, CALIFORNIA, INC.
                               S.E. ACQUISITION OF PENNSYLVANIA, INC.
                               S.E. ACQUISITION OF PIKEVILLE, KENTUCKY, INC.
                               S.E. ACQUISITION OF REEDSPORT, OREGON, INC.
                               S.E. ACQUISITION OF RENO, NEVADA INC.
                               S.E. ACQUISITION OF SANTE FE, NEW MEXICO, INC.
                               S.E. ACQUISITION OF SOUTH CAROLINA, INC.
                               S.E. ACQUISITION OF WASHINGTON, INC.
                               S.E. AUSTRALIA, INC.
                               S.E. CEMETERY MANAGEMENT OF PENNSYLVANIA, INC.
                               S.E. OF MARYLAND, INC.
                               S.E. MID-ATLANTIC, INC.
                               S.E. SOUTH-CENTRAL, INC.
                               S.E. TUCSON, ARIZONA, INC.
                               SAN DIEGO CEMETERY ASSOCIATION
                               SAN FERNANDO MISSION MORTUARY, INC.
                               SANTA BARBARA FUNERAL SERVICES, INC.
                               SANTA CLARA MORTUARY, INC.
                               SCOVERN MORTUARY, A CALIFORNIA
                                    CORPORATION
                               SDCA HOLDINGS, INC.
                               SEMORAN FUNERAL HOME, INC.
                               SENTINEL CREMATION SOCIETIES, INC.
                               SIMPLE TRIBUTE OF FLORIDA, INC.
                               SIMPLE TRIBUTE OF TENNESSEE, INC.
                               SIMPLE TRIBUTE, INC.
                               SIMPLICITY PLAN OF CALIFORNIA, INC.


                               By:      /s/ Loralice A. Trahan
                                  --------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary


<PAGE>


                               SIMPLICITY PLAN OF TEXAS, INC.
                               SINGING HILLS FUNERAL HOME, INC.
                               SOUTH MEMORIAL PARK, INC.
                               SOUTH DADE-PALMS MEMORIAL PARK, INC.
                               SOUTHPARK FUNERAL HOME, INC.
                               ST. BERNARD MEMORIAL FUNERAL HOME, INC.
                               ST. BERNARD MEMORIAL GARDENS, INC.
                               ST. VINCENT DE PAUL CEMETERY ASSOCIATION
                               STEPHENS SERVICES, INC.
                               STEWART ENTERPRISES (EUROPE), INC.
                               STEWART PRE-NEED SERVICES, INC.
                               STEWART RESOURCE CENTER, INC.
                               STEWART SERVICES, INC.
                               STRICKLIN/SNIVELY MORTUARY
                               STRONG & BURNS FUNERAL HOME, INC.
                               SUNSET HILLS MEMORIAL PARK
                               SUNSET MEMORIAL PARK COMPANY
                               SYLVAN ABBEY MEMORIAL PARK, INC.
                               TABOR'S DESERT HILLS MORTUARY, INC.
                               THE MACKEY MORTUARY, INC.
                               THE NASHVILLE HISTORIC CEMETERY
                                    ASSOCIATION, INC.
                               THE PARKWOOD CEMETERY COMPANY
                               THE SIMPLICITY PLAN, INC.
                               THEIS-GORSKI FUNERAL HOME, INC.
                               THOMAS-YELVERTON COMPANY
                               TIME-LOCK INSURANCE AGENCY, INC.
                               TRINITY MEMORIAL GARDENS OF LAKELAND, INC.
                               TURNER CREMATORY, INC.
                               TURNER FUNERAL HOMES, INC.
                               VALHALLA MEMORY GARDENS AND FUNERAL
                                    HOME, INC.
                               VICTOR V. DESROSIER, INC.
                               WALLACE E. WHITE & HOWARD J. CALLANAN,
                                    INC.
                               WALSH & WOOD FUNERAL HOME, INC.
                               WASHINGTON MEMORIAL CEMETERY,
                                    INCORPORATED
                               WILLIAM W. CHAMBERS, INC.
                               WILLIAMS-BLUE RIDGE FUNERAL HOME, INC.
                               WILSON FUNERAL HOME, INC.
                               WISCONSIN MEMORIAL PARK COMPANY, INC.


                               By:      /s/ Loralice A. Trahan
                                  -------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary


<PAGE>


                               WISE CORPORATION
                               WOODLAWN MEMORY GARDENS, INC.
                               WOODLAWN PARK CEMETERY COMPANY
                               WOODSIDE CHAPEL OF CRIPPEN & FLYNN
                               WYUKA FUNERAL HOME, INC.
                               WYUKA SIMPLICITY PLAN, INC.


                               By:      /s/ Loralice A. Trahan
                                  --------------------------------------------
                               Name:    Loralice A. Trahan
                               Title:   Assistant Secretary


<PAGE>


                               ADMINISTRATIVE AGENT:

                               BANK OF AMERICA, N.A., AS AGENT


                               By:      /s/ Brian D. Corum
                                  ---------------------------------------------
                               Name:    Brian D. Corum
                               Title:   Managing Director





            [SIGNATURE PAGES OF LENDOR BANKS INTENTIONALLY OMITTED.]



<PAGE>




                                     ANNEX I
                    (TO AMENDMENT NO. 1 TO CREDIT AGREEMENT)


                                    EXHIBIT A
                              (to Credit Agreement)

                        Applicable Commitment Percentages

                               Term Loan Facility

<Table>
<Caption>
                                               Term Loan
Investor Name                               $131,125,000.00                 Total                    Percent
-------------                           ----------------------     ----------------------     ----------------------
<S>                                     <C>                        <C>                        <C>
PRUDENTIAL INSURANCE COMPANY OF         $         1,311,250.00     $         1,311,250.00                1.000000000%
SUMITOMO TRUST & BANKING CO LTD         $         4,874,215.85     $         4,874,215.85                3.717228484%
BANK OF AMERICA TRADE                   $         2,449,355.07     $         2,449,355.07                1.867954296%
KZH SOLEIL LLC                          $           824,700.85     $           824,700.85                0.628942498%
MASSACHUSETTS MUTUAL LIFE INS CO        $           218,541.65     $           218,541.65                0.166666654%
VAN KAMPEN CLO I LIMITED                $         2,983,288.85     $         2,983,288.85                2.275148789%
KZH CNC LLC                             $         1,311,249.98     $         1,311,249.98                0.999999985%
SMOKEY RIVER CDO LP                     $         2,185,416.65     $         2,185,416.65                1.666666654%
FIRST DOMINION FUNDING I                $         1,748,333.37     $         1,748,333.37                1.333333361%
INDOSUEZ CAPITAL FUND IIA LTD           $         2,185,416.65     $         2,185,416.65                1.666666654%
VAN KAMPEN CLO II LTD                   $         1,311,250.00     $         1,311,250.00                1.000000000%
KZH CRESCENT LLC                        $           874,166.66     $           874,166.66                0.666666662%
KZH RIVERSIDE LLC                       $           824,776.25     $           824,776.25                0.629000000%
SUNAMERICA SENIOR FLOATING RATE         $           486,193.79     $           486,193.79                0.370786494%
KZH CRESCENT 2 LLC                      $         1,311,250.00     $         1,311,250.00                1.000000000%
VAN KAMPEN SENIOR FLOATING RATE         $           699,333.35     $           699,333.35                0.533333346%
PINEHURST TRADING INC                   $         1,748,333.36     $         1,748,333.36                1.333333354%
KZH CRESCENT 3 LLC                      $           874,166.66     $           874,166.66                0.666666662%
TORONTO DOMINION (NEW YORK), INC        $         6,933,749.98     $         6,933,749.98                5.287893216%
KZH SOLEIL-2 LLC                        $         1,261,784.17     $         1,261,784.17                0.962275821%
KZH WATERSIDE LLC                       $         1,092,708.35     $         1,092,708.35                0.833333346%
MOUNTAIN CAPITAL CLO I LTD              $         1,748,333.35     $         1,748,333.35                1.333333346%
GREAT POINT CLO 1999-1 LTD              $           874,166.65     $           874,166.65                0.666666654%
BRANT POINT CBO 1999-1 LTD              $           437,083.35     $           437,083.35                0.333333346%
OLYMPIC FUNDING TRUST SERIES 1999-1     $         1,966,875.00     $         1,966,875.00                1.500000000%
MONUMENT CAPITAL LTD                    $         2,185,416.65     $         2,185,416.65                1.666666654%
ELT LTD                                 $         2,185,416.66     $         2,185,416.66                1.666666662%
NATIONAL CITY BANK - CLEVELAND          $         2,841,041.65     $         2,841,041.65                2.166666654%
GALAXY CLO 1999-1 LTD                   $           824,700.85     $           824,700.85                0.628942498%
WINGED FOOT FUNDING TRUST               $         1,311,250.01     $         1,311,250.01                1.000000008%
NOMURA BOND & LOAN FUND                 $         2,983,437.51     $         2,983,437.51                2.275262162%
ARES III CLO LTD                        $           874,166.65     $           874,166.65                0.666666654%
KZH PONDVIEW LLC                        $         1,092,708.35     $         1,092,708.35                0.833333346%
MAPLEWOOD (CAYMAN) LIMITED              $         1,092,708.34     $         1,092,708.34                0.833333338%
FIRST DOMINION FUNDING III              $         2,185,416.65     $         2,185,416.65                1.666666654%
SEQUILS IV LTD                          $         1,748,333.35     $         1,748,333.35                1.333333346%
</Table>




<PAGE>
<Table>
<S>                                    <C>                        <C>                                    <C>
CREDIT INDUSTRIEL ET COMMERCIAL        $         2,185,416.65     $         2,185,416.65                 1.666666654%
VAN KAMPEN SENIOR INCOME TRUST         $         2,032,437.50     $         2,032,437.50                 1.550000000%
CIT LENDING SERVICE CORPORATION        $         2,185,416.65     $         2,185,416.65                 1.666666654%
SEQUILS - CUMBERLAND 1 LTD             $         2,932,805.02     $         2,932,805.02                 2.236648252%
MOUNTAIN CAPITAL CLO II LTD            $         2,185,416.65     $         2,185,416.65                 1.666666654%
ARES IV CLO LTD                        $         1,966,875.00     $         1,966,875.00                 1.500000000%
KATONAH II LTD                         $         1,311,250.00     $         1,311,250.00                 1.000000000%
SEABOARD CLO 2000 LTD                  $         1,748,333.35     $         1,748,333.35                 1.333333346%
FLAGSHIP CLO 2001-1                    $         1,748,333.35     $         1,748,333.35                 1.333333346%
BILL & MELINDA GATES FOUNDATION        $           437,083.35     $           437,083.35                 0.333333346%
NEW ALLIANCE GLOBAL CDO LIMITED        $         1,748,333.35     $         1,748,333.35                 1.333333346%
SUNAMERICA LIFE INSURANCE COMPANY      $         4,370,833.34     $         4,370,833.34                 3.333333338%
IKB CAPITAL CORPORATION                $         6,000,000.00     $         6,000,000.00                 4.575786463%
RIVIERA FUNDING LLC                    $         2,185,416.67     $         2,185,416.67                 1.666666669%
TCW SELECT LOAN FUND LIMITED           $         3,059,583.36     $         3,059,583.36                 2.333333354%
SANKATY HIGH YIELD PARTNERS III LP     $           874,166.65     $           874,166.65                 0.666666654%
SENIOR LOAN FUND                       $           527,829.53     $           527,829.53                 0.402539203%
NOVA CDO 2001 LTD                      $         1,311,250.00     $         1,311,250.00                 1.000000000%
FLAGSHIP CLO II                        $         2,724,675.33     $         2,724,675.33                 2.077922082%
CLYDESDALE CLO 2001-1 LTD              $         1,311,250.00     $         1,311,250.00                 1.000000000%
DENALI CAPITAL CLO I, LTD              $         2,185,416.65     $         2,185,416.65                 1.666666654%
STANFIELD ARBITRAGE CDO, LTD           $         1,851,465.35     $         1,851,465.35                 1.411985014%
JUPITER LOAN FUNDING LLC               $           655,625.01     $           655,625.01                 0.500000008%
HARBOUR TOWN FUNDING LLC               $         1,092,708.35     $         1,092,708.35                 0.833333346%
ARES V CLO LTD                         $         2,185,416.64     $         2,185,416.64                 1.666666646%
LCM I LIMITED PARTNERSHIP              $         2,752,239.47     $         2,752,239.47                 2.098943352%
RACE POINT CLO LIMITED                 $         1,092,708.33     $         1,092,708.33                 0.833333331%
ROSEMONT CLO LTD                       $           983,437.50     $           983,437.50                 0.750000000%
BALLYROCK CDO I LIMITED                $         2,622,500.00     $         2,622,500.00                 2.000000000%
AIB DEBT MANAGEMENT LIMITED            $         2,185,416.65     $         2,185,416.65                 1.666666654%
BRYN MAWR CLO LTD BY: DEERFIELD        $         1,328,757.48     $         1,328,757.48                 1.013351748%
MAGNETITE IV CLO LIMITED               $         1,985,399.64     $         1,985,399.64                 1.514127466%
LONG LANE MASTER TRUST II              $         1,748,333.36     $         1,748,333.36                 1.333333354%
CASTLE HILL II - INGOTS LTD            $           874,166.66     $           874,166.66                 0.666666662%
CASTLE HILL I - INGOTS LTD             $           874,166.65     $           874,166.65                 0.666666654%
FOREST CREEK CLO LTD                   $         2,000,000.00     $         2,000,000.00                 1.525262154%
                                       ======================     ======================      ======================
                                       $       131,125,000.00     $       131,125,000.00               100.000000000%
</Table>


<PAGE>
                                    ANNEX II
                    (TO AMENDMENT NO. 1 TO CREDIT AGREEMENT)


                      ADDITIONAL TERM LOAN ADVANCE AMOUNTS

<Table>
<Caption>
                                                           ADDITIONAL TERM LOAN ADVANCE
                LENDER                                                AMOUNT
                ------                                     ----------------------------
<S>                                                        <C>
Bank of America Trade                                             $42,122,658.00

Credit Lyonnais                                                   $ 2,500,000.00

IKB Capital Corporation                                           $ 2,300,000.00

KZH Riverside LLC                                                 $   305,217.00

KZH Soleil LLC                                                    $   305,189.00

KZH Soleil-2 LLC                                                  $   466,936.00

KZH Waterside LLC                                                 $   900,000.00


Total                                                             $50,000,000.00
                                                                  ==============
</Table>