exv10w1






Exhibit 10.1




Execution Version




 

 










$400,000,000

AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT




dated as of




November 18, 2009




among




SERVICE CORPORATION INTERNATIONAL,

as Borrower,




The Lenders Party Hereto,




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,




BBVA COMPASS

and

THE BANK OF NOVA SCOTIA,

as Documentation Agents,




 






J.P. MORGAN SECURITIES INC.




and




BANC OF AMERICA SECURITIES LLC,

as Joint Bookrunners and Joint Lead Arrangers




 

 





Andrews Kurth LLP

Counsel to the Administrative Agent







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.01 Defined Terms
	 	 	1	 
	Section 1.02 Classification of Loans and Borrowings
	 	 	17	 
	Section 1.03 Terms Generally
	 	 	17	 
	Section 1.04 Accounting Terms; GAAP
	 	 	17	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	18	 
	Section 2.01 Commitments
	 	 	18	 
	Section 2.02 Revolving Loans and Borrowings
	 	 	18	 
	Section 2.03 Requests for Revolving Borrowings
	 	 	19	 
	Section 2.04 Reserved
	 	 	19	 
	Section 2.05 Swingline Loans
	 	 	19	 
	Section 2.06 Letters of Credit
	 	 	20	 
	Section 2.07 Funding of Borrowings
	 	 	25	 
	Section 2.08 Interest Elections
	 	 	25	 
	Section 2.09 Termination and Reduction of Commitments
	 	 	26	 
	Section 2.10 Repayment of Loans; Evidence of Debt
	 	 	27	 
	Section 2.11 Prepayment of Loans
	 	 	28	 
	Section 2.12 Fees
	 	 	28	 
	Section 2.13 Interest
	 	 	29	 
	Section 2.14 Alternate Rate of Interest
	 	 	30	 
	Section 2.15 Increased Costs
	 	 	31	 
	Section 2.16 Break Funding Payments
	 	 	32	 
	Section 2.17 Taxes
	 	 	32	 
	Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	33	 
	Section 2.19 Mitigation Obligations; Replacement of Lenders
	 	 	35	 
	Section 2.20 Increase in the Commitments
	 	 	36	 
	Section 2.21 Defaulting Lenders
	 	 	37	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	38	 
	Section 3.01 Organization; Powers
	 	 	38	 
	Section 3.02 Authorization; Enforceability
	 	 	39	 
	Section 3.03 Governmental Approvals; No Conflicts
	 	 	39	 
	Section 3.04 Financial Condition; No Material Adverse Change
	 	 	39	 
	Section 3.05 Properties
	 	 	39	 
	Section 3.06 Litigation and Environmental Matters
	 	 	40	 
	Section 3.07 Compliance with Laws and Agreements
	 	 	40	 
	Section 3.08 Investment and Holding Company Status
	 	 	40	 
	Section 3.09 Taxes
	 	 	40	 
	Section 3.10 ERISA
	 	 	40	 
	Section 3.11 Disclosure
	 	 	41	 
	Section 3.12 Subsidiaries
	 	 	41	 






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	 	 	Page	 
	Section 3.13 Margin Stock
	 	 	41	 
	Section 3.14 Use of Proceeds
	 	 	41	 
	Section 3.15 Solvency
	 	 	41	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	42	 
	Section 4.01 Effective Date
	 	 	42	 
	Section 4.02 Each Credit Event
	 	 	43	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	43	 
	Section 5.01 Financial Statements; Ratings Change and Other Information
	 	 	44	 
	Section 5.02 Notices of Material Events
	 	 	45	 
	Section 5.03 Existence; Conduct of Business
	 	 	45	 
	Section 5.04 Payment of Obligations
	 	 	45	 
	Section 5.05 Maintenance of Properties
	 	 	45	 
	Section 5.06 Books and Records; Inspection Rights
	 	 	46	 
	Section 5.07 Compliance with Laws
	 	 	46	 
	Section 5.08 Use of Proceeds and Letters of Credit
	 	 	46	 
	Section 5.09 Insurance
	 	 	46	 
	Section 5.10 Required Guarantors
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	47	 
	Section 6.01 Indebtedness Covenant
	 	 	47	 
	Section 6.02 Limit on Preferred Equity Issuance
	 	 	49	 
	Section 6.03 Lien Covenant
	 	 	49	 
	Section 6.04 Sale and Leaseback Transactions
	 	 	50	 
	Section 6.05 Limitation on Fundamental Changes
	 	 	50	 
	Section 6.06 Restrictions on Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	50	 
	Section 6.07 Limitation on Asset Sales
	 	 	52	 
	Section 6.08 Swap Agreements
	 	 	53	 
	Section 6.09 Limitation on Restricted Payments
	 	 	53	 
	Section 6.10 Restrictions on Transactions with Affiliates
	 	 	55	 
	Section 6.11 Restrictions on Restrictive Agreements
	 	 	55	 
	Section 6.12 Financial Covenants
	 	 	56	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	56	 
	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	58	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	60	 
	Section 9.01 Notices
	 	 	60	 
	Section 9.02 Waivers; Amendments; Release of Guarantors
	 	 	61	 
	Section 9.03 Expenses; Indemnity; Damage Waiver
	 	 	62	 
	Section 9.04 Successors and Assigns
	 	 	63	 
	Section 9.05 Survival
	 	 	66	 
	Section 9.06 Counterparts; Integration; Effectiveness
	 	 	66	 
	Section 9.07 Severability
	 	 	67	 






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	 	 	Page	 
	Section 9.08 Right of Setoff
	 	 	67	 
	Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	67	 
	Section 9.10 WAIVER OF JURY TRIAL
	 	 	68	 
	Section 9.11 Headings
	 	 	68	 
	Section 9.12 Confidentiality
	 	 	68	 
	Section 9.13 Interest Rate Limitation
	 	 	69	 
	Section 9.14 USA Patriot Act
	 	 	69	 
	Section 9.15 Amendment and Restatement
	 	 	70	 
	Section 9.16 FINAL AGREEMENT OF THE PARTIES
	 	 	70	 






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	EXHIBITS:
	 	 
	 
	Exhibit 1.01A
	 	Form of Guarantee Agreement
	Exhibit 1.01B
	 	Form of Revolving Promissory Note
	Exhibit 4.01(h)
	 	Form of Borrowing Request
	Exhibit 5.01
	 	Form of Compliance Certificate
	Exhibit 9.04
	 	Form of Assignment and Assumption
	Annex I
	 	Standard Terms and Conditions for Assignment and Assumption
	 
	 	 
	SCHEDULES:
	 	 
	 
	Schedule 2.01
	 	Commitments
	Schedule 2.06(k)
	 	Existing Letters of Credit
	Schedule 3.06
	 	Disclosed Matters
	Schedule 3.12
	 	List of Subsidiaries
	Schedule 6.01(c)
	 	Existing Indebtedness
	Schedule 6.03(b)
	 	Existing Liens
	Schedule 6.06(b)
	 	Existing Investments
	Schedule 6.11
	 	Restrictive Agreements






-iv-









 






          THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of
November 18, 2009, is entered into among Service Corporation International, a Texas corporation,
the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.




          The parties hereto agree as follows:




ARTICLE I




Definitions




          Section 1.01 Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:




          “Acquisitions” means, collectively, the Keystone Acquisition and the Palm Acquisition.




          “Adjusted LIBO Rate” means, for any day, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100
of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate.




          “Adjusted One Month LIBO Rate” means an interest rate per annum equal to the sum of
(i) 2.50% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day).




          “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders hereunder.




          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Applicable Margin” means, for any day, with respect to any CBFR Loan or Eurodollar
Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the
Applicable Margin per annum set forth below under the caption “CBFR Spread”, “Eurodollar Spread” or
“Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio:






 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EURODOLLAR	 	 
	CATEGORY	 	LEVERAGE RATIO:	 	CBFR SPREAD	 	SPREAD	 	COMMITMENT FEE RATE
	I
	 	3 4.0 to 1.0
	 	2.50%
	 	3.50%
	 	.625%
	II
	 	3  3.0 to 1.0 but < 4.0 to 1.0
	 	2.00%
	 	3.00%
	 	.500%
	III
	 	3  2.0 to 1.0 but < 3.0 to 1.0
	 	1.50%
	 	2.50%
	 	.500%
	IV
	 	< 2.0 to 1.0
	 	1.00%
	 	2.00%
	 	.500%






          For purposes of the foregoing, each change in the Applicable Margin resulting from a change in
the Leverage Ratio shall be effective during the period commencing on and including the date of
delivery to the Administrative Agent of such consolidated financial statements indicating such
change and ending on the date immediately preceding the effective date of the next such change;
provided that the Leverage Ratio shall be deemed to be in Category I at any time (a) that an Event of Default has occurred and is continuing or
(b) at the option of the Administrative Agent or at the request of the Required Lenders if the
Borrower fails to deliver the consolidated financial statements required to be delivered by it
pursuant to Section 5.01(i) or Section 5.01(ii), during the period from the
expiration of the time for delivery thereof until such consolidated financial statements are
delivered.




          “Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment; provided that in the case of
Section 2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the
percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented
by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Commitments most recently in effect, giving effect
to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
9.04), and accepted by the Administrative Agent, in the form of Exhibit 9.04 or any
other form approved by the Administrative Agent.




          “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.




          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.




          “Borrower” means Service Corporation International, a Texas corporation.




          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.





-2-









 








          “Borrowing Request” means a request by the Borrower for a Revolving Borrowing
substantially in the form of Exhibit 4.01(h).




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in Houston, Texas are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.




          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.




          “Cash Interest Expense” means interest expense determined under GAAP, less
amortization of deferred loan costs and original issue discounts.




          “CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate
shall never be less than the Adjusted One Month LIBO Rate. Any change in the CB Floating Rate due
to a change in the Prime Rate or the Adjusted One Month LIBO Rate shall be effective from and
including the effective date of such change in the Prime Rate or Adjusted One Month LIBO Rate,
respectively.




          “CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the CB Floating Rate.




          “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) of Equity Interests representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower (including Equity
Interests referenced in (d) below); (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the
board of directors of the Borrower nor (ii) appointed by directors so nominated; (c) the
acquisition of direct or indirect Control of the Borrower by any Person or group, or (d) any event
that gives holders of preferred Equity Interests or other securities issued pursuant to any
shareholders’ rights plan of the Borrower the right to purchase or to convert such securities to
more than 25% of the aggregate (less the percentage of Equity Interests referenced in (a) above
held by the holders of such preferred Equity Interests) voting Equity Interests of the Borrower.




          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or






-3-









 







(c)compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Loans including the acquisition of participations in Letters of Credit and Swingline Loans
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.09, (b) increased from time to pursuant to Section 2.20 and (c) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as
applicable. The initial aggregate amount of the Lenders’ Commitments is $400,000,000.




          “Consolidated EBITDA” means EBITDA for the Borrower and its Subsidiaries on a
consolidated basis.




          “Consolidated Interest Expense” means, for any period, the actual Cash Interest
Expense (including imputed interest expense in respect of Capital Lease Obligations) paid by the
Borrower and the Subsidiaries or accrued during such period.




          “Consolidated Operating Income” means, for any period, the operating income or loss of
the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
Exposure at such time.




          “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.




          “Defaulting Lender” means any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Revolving Loans or participations in Letters of Credit or
Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b)
notified the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any
Lender in writing that it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it commits to extend
credit, (c) failed, within three Business Days after request by the







-4-









 







Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund
prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d)
otherwise failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due, unless the
subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has
become or is insolvent or (ii) become, or has a parent company that has become, the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or custodian, appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has
a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment.




          “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06.




          “dollars” or “$” refers to lawful money of the United States of America.




          “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.




          “EBITDA” means, for any period, without duplication, for the Borrower and its
Subsidiaries, Consolidated Operating Income








     (i) minus any gains or plus any losses on sales and impairments of assets, to the
extent included in Consolidated Operating Income;




     (ii) plus depreciation and amortization (to the extent included in operating expenses
and excluding amortization of deferred loan costs);




     (iii) plus non-cash stock compensation expense/amortization (to the extent included in
operating expenses);




     (iv) plus rent expense in previous periods associated with assets later capitalized
with on-balance sheet debt;




     (v) plus (A) actual non-recurring cash expenses incurred and related to any acquisition
to the extent included in operating expenses and not to exceed $30,000,000 in aggregate in
any 12 month period, including expenses within the first 24 months after the related
acquisition, such as severance of management and employees, termination costs and buyouts of
contracts and lease agreements, conversions of computer systems and networks, transfer of
documents and other assets, legal and advisory fees directly related to such acquisition,
and other items reasonably incurred of a similar nature and (B) non-cash acquisition
expenses that would not otherwise be picked up in other non-cash addbacks to EBITDA;





-5-









 





     (vi) plus royalty income from American Memorial Life Insurance Company;




     (vii) minus expenses attributable to surety premiums;




     (viii) minus Pro Forma Divested EBITDA (to the extent positive and previously included
in operating income) or plus Pro Forma Divested EBITDA (to the extent negative and
previously included in operating income);




     (ix) plus EBITDA of any acquired operations in the period from the beginning of the
period for which EBITDA is to be determined to the date of such acquisition;




     (x) plus EBITDA of discontinued operations still owned (to the extent positive) and
minus EBITDA of discontinued operations still owned (to the extent negative);




     (xi) plus net cash flow from/to non-consolidated joint ventures to the extent
received/paid in cash; and




     (xii) plus non-recurring and non-cash expenses (to the extent included in operating
expenses) and minus non-recurring and non-cash income (to the extent included in operating
income).



          “Effective Date” means the date on which the conditions specified in Section
4.01 are satisfied (or waived in accordance with Section 9.02).




          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.





-6-









 








          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day
notice period is waived or the Merger and the transactions contemplated thereby); (b) the existence
with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of
the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by
the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.




          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




          “Event of Default” has the meaning assigned to such term in ARTICLE VII.




          “Excluded Subsidiaries” means Wilson Financial Group, each Subsidiary thereof, SCI
International Limited, Alderwoods Group, LLC and SCI Cerberus, LLC.




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a
new lending office) or is attributable to such Foreign Lender’s failure to comply with Section
2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive additional amounts
from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).





-7-









 








          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.




          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




          “Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction
other than the United States or any of its territories or possessions or any political subdivision
thereof. For the avoidance of doubt, the Commonwealth of Puerto Rico is not a territory,
possession or political subdivision of the United States.




          “GAAP” means generally accepted accounting principles in the United States of America.




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.




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          “Guarantee Agreement” means the Amended and Restated Guarantee of the Guarantors,
substantially in the form of Exhibit 1.01A hereto, guarantying the Obligations of Borrower
under this Agreement and the Loan Documents and all other Indebtedness of the Borrower to any of
the Agents or Lenders in respect of any hedging obligations, any overdrafts or treasury,
depository, cash management, or similar services.




          “Guarantors” means all Domestic Subsidiaries of the Borrower other than the Excluded
Subsidiaries and any other Subsidiary required to execute a Guaranty Agreement pursuant to
Section 5.10.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Increasing Lender” has the meaning set forth in Section 2.20.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Interest Coverage Ratio” means the ratio of Consolidated EBITDA to Consolidated
Interest Expense, in each case, for the immediately preceding four (4) fiscal quarters.




          “Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.




          “Interest Payment Date” means (a) with respect to any CBFR Loan (other than a
Swingline Loan), the last day of each March, June, September and December, (b) with respect to


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any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period, and (c) with respect to any
Swingline Loan, the day that such Loan is required to be repaid.




          “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower may elect;
provided, that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on




           which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.




          “Issuing Bank” means JPMorgan Chase Bank, N.A., and any Lender that is an issuing bank
with respect to those Letters of Credit described in Section 2.06(k) hereof, each in its
capacity as the issuer of Letters of Credit hereunder, and their successors in such capacity as
provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term
“Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.




          “Keystone” means Keystone North America, Inc. and its Subsidiaries.




          “Keystone Acquisition” means the acquisition of Equity Interests in Keystone by the
Borrower pursuant to the Support Agreement dated October 14, 2009 among the Borrower, SCI Alliance
Acquisition Corporation and Keystone, together with advances by the Borrower to Keystone and its
Subsidiaries to repay their existing Indebtedness.




          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.




          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.




          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lender.





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          “Letter of Credit” means any letter of credit issued pursuant to this Agreement.




          “Leverage Ratio” means, on any date, the ratio of (a) the difference of (1) Total Debt
minus (2) all unrestricted cash on hand of said Persons in excess of $25,000,000 to (b)
Consolidated EBITDA for the immediately preceding four (4) fiscal quarters.




          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR1 Page (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable
to those currently provided on such page of such service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate rounded upwards, if necessary, to the next 1/100 of 1% at
which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period.




          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.




          “Loan Documents” means this Agreement, the Notes, the Guarantee Agreement and any
other documents executed in connection herewith or therewith.




          “Loan Parties” means the Borrower and the Guarantors.




          “Loans” means the Revolving Loans and the Swingline Loans.




          “Marketed EBITDA” means the trailing 12-month EBITDA figure disclosed to potential
buyers preceding the sale of an operation or a Subsidiary.




          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries
taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this
Agreement or (c) the rights of or benefits available to the Lenders under this Agreement.




          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the
Borrower and its Subsidiaries in an aggregate principal amount exceeding $15,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the




 -11-









 







Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.




          “Maturity Date” means November 28, 2013.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




          “Note” means the promissory notes substantially in the form of Exhibit 1.01B
executed by the Borrower to the order of a Lender, partially evidencing the Obligations.




          “Obligations” means all of the Borrower’s obligations and duties under this Agreement
and each of the other Loan Documents.




          “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.




          “Palm” means Palm Mortuary, Inc. and its Subsidiaries.




          “Palm Acquisition” means the acquisition of Equity Interests in Palm by the Borrower
pursuant to the Equity Purchase Agreement, dated as of August 5, 2009, by and among Alderwoods
(Nevada), Inc., Palm Mortuary, Inc, its stockholders party thereto, Knauss Enterprises Limited
Liability Company, Knauss Holdings, LLC and its members party thereto, together with advances by
the Borrower to Palm and its Subsidiaries to repay their existing Indebtedness.




          “Participant” has the meaning set forth in Section 9.04.




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.




          “Permitted Acquisition” means any acquisition (by merger or otherwise) by the Borrower
or a Subsidiary of all or substantially all the assets of, or all the Equity Interests in, a Person
or division or line of business of a Person, if (a) immediately after giving effect thereto, no
Default has occurred and is continuing or would result therefrom, (b) the business of such acquired
Person, or such acquired business, is reasonably related to the business of the Borrower on the
date hereof, (c) the requirements of Section 5.10 shall have been satisfied within the time
periods specified therein, (d) the Borrower and the Subsidiaries are in compliance, on a pro forma
basis after giving effect to such acquisition, with Section 6.12 to the extent then
applicable, as if such acquisition had occurred on the first day of the relevant period for testing
compliance with such Section, (e) such acquisition has been approved by all necessary corporate and
other action by the Person so acquired or the Person selling the assets or other property so
acquired by the Borrower or such Subsidiary and (f) in the case of any acquisition in which the




 -12-









 







aggregate consideration paid by the Borrower and the Subsidiaries exceeds $10,000,000, the
Borrower has delivered to the Administrative Agent an officer’s certificate to the effect set forth
in clauses (a), (b), (c), (d) and (e) above, together with all financial information reasonably
requested by the Administrative Agent relating to the Person or assets acquired and reasonably
detailed calculations demonstrating satisfaction of the requirement set forth in clause (d) above.




          “Permitted Encumbrances” means:




          (a) liens imposed by law for taxes that are not yet due or are being contested in good faith,
with adequate reserves, and the failure of such contest could not reasonably be expected to result
in a Material Adverse Effect;




          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens
imposed by law, arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or are being contested in good faith, with adequate reserves and the
failure of such contest could not reasonably be expected to result in a Material Adverse Effect;




          (c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;




          (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business;




          (e) judgment liens in respect of judgments that do not constitute an event of default; and




          (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Borrower or any Subsidiary.




provided that the term “Permitted Encumbrances” shall not include any lien securing
Indebtedness.




          “Permitted Investments” means:




          (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America or Canada (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the United States of America
or Canada), in each case maturing within one year from the date of acquisition thereof;




          (b) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, a rating of A2 or better by S&P, P2 or better by
Moody’s, or R1 “mid” or better by The Dominion Bond Rating Service;




 -13-









 








          (c) investments in certificates of deposit, banker’s acceptances and time deposits (including
eurodollar deposits) maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or offered by, any Lender or
any domestic office of any commercial bank organized under the laws of the United States of America
or Canada or any State or Province thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000;




          (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria described in clause (c) above;




          (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange
Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000;




          (f) investments in corporate debt securities (including loan participations) that (a) mature
within 60 days from the date of acquisition, and (b) are rated BBB or better by S&P or Baa2 or
better by Moody’s at the date of acquisition;




          (g) investments in municipal securities or auction rate securities that are rated AA or better
by S&P or Aa or better by Moody’s, provided that the Borrower has the right to put such
securities back to the issuer or seller thereof at least once every 60 days; and




          (h) other investments in an amount not to exceed $10,000,000 in the aggregate at any one time
by Foreign Subsidiaries in certificates of deposit, banker’s acceptances and time deposits (or
other substantially similar investments) maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts (or other
substantially similar deposit accounts) issued or offered by, any foreign commercial bank not
organized under the laws of the United States of America or Canada or any state or province
thereof.




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in Houston,
Texas; each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.




          “Private Placement Notes” means the Floating Rate Series B Senior Notes due November
28, 2011, in the aggregate principal amount of $150,000,000 issued pursuant to that




 -14-









 







certain Note Purchase Agreement dated as of November 28, 2006, by and among the Borrower and
the noteholders party thereto.




          “Pro Forma Divested EBITDA” means the total Marketed EBITDA from divested operations
included in Consolidated Operating Income in the preceding four quarters before consideration of
divestures.




          “Register” has the meaning set forth in Section 9.04.




          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the
total Commitments (or, if the Commitments have terminated or expired, the Credit Exposures) at such
time, as adjusted pursuant to Section 2.21.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests or any option, warrant or other right to
acquire any such Equity Interests.




          “Revolving Borrowing” means a Borrowing made pursuant to Section 2.02.




          “Revolving Loan” means a Loan made pursuant to Section 2.02.




          “Sale and Leaseback Transaction” means any arrangement whereby the Borrower or a
Subsidiary shall sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereinafter acquired, and thereafter rent or lease from the buyer or
transferee of the sold or transferred property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.




          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable




 -15-









 







regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.




          “Subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent. Unless otherwise indicated, “Subsidiary”
shall mean a Subsidiary of the Borrower.




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a
Swap Agreement.




          “Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.




          “Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.




          “Swingline Loan” means a Loan made pursuant to Section 2.05.




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Total Debt” means the consolidated total Indebtedness of the Borrower and each of its
Subsidiaries.




          “Transportation Equipment Transactions” has the meaning assigned such term in
Section 6.01(f).




          “Transactions” means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.




 -16-









 








          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the CB Floating Rate.




          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




          Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may
be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).




          Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.




 -17-









 








ARTICLE II




The Credits




          Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such Lender’s Credit Exposure
exceeding such Lender’s Commitment as set forth on Schedule 2.01 or (b) the sum of the total Credit
Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.




          Section 2.02 Revolving Loans and Borrowings.




          (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Loans made by the
Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.




          (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
CBFR Loans or Eurodollar Loans as the Borrower may request in accordance herewith; provided
that all new Borrowings made on the Effective Date or conversions of existing CBFR Loans must be
made as CBFR Borrowings, unless the Borrower shall have notified the Administrative Agent in
writing not later than 10:00 a.m., Houston time, three (3) Business Days before the Effective Date
of its election for the initial Borrowing to be a Eurodollar Borrowing. Each Swingline Loan shall
be a CBFR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay such Revolving
Loan in accordance with the terms of this Agreement.




          (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each CBFR Revolving Borrowing is made, such Borrowing shall be
in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that a CBFR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments or that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an
amount that is an integral multiple of $100,000 and not less than $1,000,000. Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not at any
time be more than a total of 10 Eurodollar Revolving Borrowings outstanding.




          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.




 -18-









 








          Section 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 10:00 a.m., Houston time, three Business Days before the date
of the proposed Borrowing or (b) in the case of a CBFR Borrowing, not later than 11:00 a.m.,
Houston time, on the date of the proposed Borrowing; provided that any such notice of a CBFR
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 10:00 a.m., Houston, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Borrowing Request. Each such telephonic and
written Borrowing Request shall specify the following information in compliance with Section
2.02:





(i) the aggregate amount of the requested Borrowing;




(ii) the date of such Borrowing, which shall be a Business Day;




(iii) whether such Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing;




(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the
term “Interest Period”; and




(v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.




          If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of
the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          Section 2.04  Reserved.




          Section 2.05  Swingline Loans.




          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the aggregate principal amount
of outstanding Swingline Loans exceeding $25,000,000 or (ii) the sum of the total Credit Exposures
exceeding the total Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Swingline Loans.




          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 3:00 p.m., Houston



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time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested
Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available
to the Borrower by means of a credit to the general deposit account of the Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 4:00
p.m., Houston time, on the requested date of such Swingline Loan.




          (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., Houston time, on any Business Day require the Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to each Lender,
specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans.
Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that
its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or termination of the Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.07 with respect to Loans made
by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of
any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph
and to the Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable,
if and to the extent such payment is required to be refunded to the Borrower for any reason. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the
Borrower of any default in the payment thereof.




          Section 2.06 Letters of Credit.




          (a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to
the Administrative Agent and the Issuing Bank, at any time and from time to time during the
Availability Period. In the event of any inconsistency between the terms and

















 -20-











 




conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall
control.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the
Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit; provided that (a) in the event of any
conflict between such application and this Agreement, this Agreement shall control, and (b) any
grant of a Lien contained in such application shall be ineffective so long as this Agreement
remains in place. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $175,000,000 and (ii) the total Credit Exposures
shall not exceed the total Commitments.




     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date
provided, a Letter of Credit may provide for a later expiration date if, simultaneously
with the issuance (or if applicable, the renewal) thereof, the Borrower pledges to the Issuing
Bank, in a manner reasonably satisfactory to it, funds in an account with the Issuing Bank equal to
105% of the face amount of such Letter of Credit.



     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this



-21-









 




paragraph in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Houston time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 9:00 a.m., Houston time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 11:00 a.m., Houston
time, on (i) the Business Day that the Borrower receives such notice, if such notice is received
prior to 9:00 a.m., Houston time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not received prior to
such time on the day of receipt; provided that, if such LC Disbursement is not less than
$1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or Section 2.05 that such payment be financed with a
CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed,
the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
CBFR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due,
the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment
then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall
apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the
extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.



          (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance



-22-









 






whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor
the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of negligence or willful
misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed electronically or by telecopy) of such demand for payment and whether the
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.




          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to CBFR Revolving Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on and after the date of
payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall
be for the account of such Lender to the extent of such payment.




-23-









 








          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing
Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to
such successor and all previous Issuing Banks, as the context shall require. After the replacement
of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrower receives notice from the Administrative Agent or the Lenders
holding at least fifty percent (50%) of the Commitments (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposure representing greater than 25% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in
an account with the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of ARTICLE VII. Such deposit shall
be held by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Other than
any interest earned on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Lenders with LC Exposure representing greater than 25% of the total
LC Exposure), be applied to satisfy other obligations of the Borrower to the Lenders under this
Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default
have been cured or waived.




          (k) Existing Letters of Credit. The letters of credit described on Schedule
2.06(k) will for all purposes be considered Letters of Credit under this Credit Agreement.




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          Section 2.07 Funding of Borrowings.




          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 2:00 p.m., Houston time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders;
provided that Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in Houston and designated by the Borrower in the applicable Borrowing Request;
provided that CBFR Revolving Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing
Bank.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to such Borrowing (without any obligation to pay any break funding payment under
Section 2.16 in connection with such payment). If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing. If the Borrower pays such amount to the Administrative Agent, it shall not relieve the
defaulting Lender of its legal responsibility for its default.




          Section 2.08 Interest Elections.




          (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. This Section
shall not apply to Swingline Borrowings, which may not be converted or continued.




          (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would



-25-









 






be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:





(i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions
thereof to be allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);




(ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




(iii) whether the resulting Borrowing is to be a CBFR Borrowing or a Eurodollar
Borrowing; and




(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to a CBFR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to a CBFR Borrowing at the end of the Interest
Period applicable thereto.




          Section 2.09 Termination and Reduction of Commitments.




          (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.




-26-









 








          (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Revolving Loans in accordance with Section 2.11, the Credit Exposure would exceed the total
Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed
to be zero if there exists either cash collateral equal to 105% of the LC Exposure or one or more
back-up letters of credit for the benefit of the Issuing Bank in form and substance and issued by
issuer(s) satisfactory to the Issuing Bank in its sole discretion. Upon the provision of such cash
collateral or back-up letters of credit and the payment in full of all Obligations, then the
Lenders shall be released from their obligations under Section 2.06(d), and all letter of
credit fees accruing after the termination of the Commitments shall be for the account of the
Issuing Bank.




          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments.




          Section 2.10 Repayment of Loans; Evidence of Debt.




          (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Lender the then-unpaid principal amount of each Revolving Loan on the Maturity
Date and (ii) subject to Section 2.05, to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such
Swingline Loan is made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.




          (b) Each Lender shall maintain in accordance with its usual practice a record evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time to time hereunder.




          (c) The Administrative Agent shall maintain records in which it shall record (i) the amount of
each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received



-27-









 






by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share
thereof.




          (d) The entries made in the records maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement.




          (e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such
Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more promissory notes
in such form payable to the order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).




          Section 2.11 Prepayment of Loans.




          (a) The Borrower shall have the right at any time and from time to time to prepay any
Revolving Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c)
of this Section.




          (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,
Houston time, three Business Days before the date of prepayment, (ii) in the case of prepayment of
a CBFR Revolving Borrowing, not later than 11:00 a.m., Houston time, one Business Day before the
date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, Houston time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or portion thereof to be
prepaid; provided that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section
2.13.




          Section 2.12 Fees.




          (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Commitment Fee Rate described in the definition of
“Applicable Margin” on the daily undrawn amount of the Commitment of such



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Lender during the period from and including the Effective Date to but excluding the date on
which such Commitment terminates. The face amount of any outstanding Letters of Credit shall be
considered to be drawn under the Commitment for purposes of calculating commitment fees. Accrued
commitment fees shall be payable in arrears on the last day of March, June, September and December
of each year and on the date on which the Commitments terminate, commencing on the first such date
to occur after the date hereof. All commitment fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).




          (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date on which such Lender’s Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the date of termination
of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing
Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through
and including the last day of March, June, September and December of each year shall be payable on
the third Business Day following such last day, commencing on the first such date to occur after
the Effective Date; provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the Commitments terminate
shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).




          (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.




          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.




          Section 2.13 Interest.




          (a) The Loans comprising each CBFR Borrowing (including each Swingline Loan) shall bear
interest at the CB Floating Rate plus the Applicable Margin.




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          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.0% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2.0% plus the rate applicable to CBFR Loans as provided in
paragraph (a) of this Section.




          (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a CBFR Revolving Loan prior to the
end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of
any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.




          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the CB Floating Rate at times when the CB Floating Rate is based
on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable CB Floating Rate, Adjusted LIBO Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.




          Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:





     (i) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or




     (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing


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to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and
(ii) any request for a new Eurodollar Borrowing shall be made as a CBFR Borrowing.





Section 2.15 Increased Costs.




(a) If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Issuing Bank; or




(ii) impose on any Lender or the Issuing Bank or the London interbank market any
other condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank, as the case may be, or an after-tax basis for such
additional costs incurred or reduction suffered.




          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company on an after-tax
basis for any such reduction suffered.




          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as
the case may be, the amount shown as due on any such certificate within ten (10) days after receipt
thereof.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be



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required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased
costs or reductions incurred more than one hundred eighty (180) days prior to the date that such
Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to
claim compensation therefor; provided further that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.




          Section 2.16 Break Funding Payments.
In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section
2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if
any, of (i) the amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.




          Section 2.17 Taxes.




          (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.




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          (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without withholding or at a
reduced rate.




          (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section
2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
of the Administrative Agent or such Lender and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. This Section
shall not be construed to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.




          Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.




          (a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, Section 2.16 or Section 2.17, or otherwise) prior to 12:00



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noon, Houston time, on the date when due, in immediately available funds, without set off or
counterclaim. Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 712 Main Street, Houston, Texas, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to
Section 2.15, Section 2.16 or Section 2.17 and Section 9.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




          (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions
of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.




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          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b),
Section 2.18(d), or Section 9.03(c) then the Administrative Agent may, in its
discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter
received by the Administrative Agent for the account of such Lender and for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any
such amounts in a segregated account as cash collateral for, and application to, any future funding
obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any
order as determined by the Administrative Agent in its discretion.




          Section 2.19 Mitigation Obligations; Replacement of Lenders.




          (a) If any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or Section 2.17, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.




          (b) If any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall
have received the prior written consent of the Administrative Agent (and, if a



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Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section
2.17, such assignment will result in a reduction in such compensation or payments in the
future. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.




          (c) If any Lender fails to consent to an issue requiring approval in an instance where Lenders
holding greater than 50% of the aggregate amount of the Loans and unused Commitments have provided
a consent, then the Borrower may require such non-consenting Lender to assign all of its
outstanding Loans and unused Commitments, at par, to another lender acceptable to the Borrower and
the Administrative Agent which is not an Affiliate of the Borrower.




          Section 2.20 Increase in the Commitments. The Borrower may on no more than two occasions
during the period beginning on the date hereof to and including the date that is six months prior
to the Maturity Date, by written notice to the Administrative Agent executed by the Borrower and
one or more financial institutions (any such financial institution referred to in this Section
being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be
extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be
increased, as the case may be) in an amount for each Increasing Lender set forth in such notice;
provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant
to this paragraph shall result in the aggregate Commitments being increased by no less than
$10,000,000, (ii) no extension of new Commitments or increase in existing Commitments pursuant to
this paragraph may result in the aggregate Commitments exceeding $500,000,000, (iii) each
Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing
Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and
delivering to the Administrative Agent a duly executed accession agreement in a form reasonably
satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New
Commitments and increases in Commitments shall become effective on the date specified in the
applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession
Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be
deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges
accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule
2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as
provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this
Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have
been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no
increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective
under this Section unless, on the date of such increase, the Administrative Agent shall




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have received a certificate, dated as of the effective date of such increase and executed
by a Financial Officer of the Borrower, to the effect that the conditions set forth in paragraphs
(i) and (ii) of Section 4.02 shall be satisfied (with all references in such paragraphs to a
Borrowing being deemed to be references to such increase and attaching resolutions of the Borrower
approving such increase). Following any extension of a new Commitment or increase of a Lender’s
Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness
of such increase or extension shall continue to be outstanding until the ends of the respective
Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect,
refinanced with new Revolving Loans made pursuant to Section 2.01 ratably in accordance with the
Commitments in effect following such extension or increase.




          Section 2.21
Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for
so long as such Lender is a Defaulting Lender:




          (a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting
Lender pursuant to Section 2.12(a);




          (b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in
determining whether all Lenders or the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment or waiver pursuant to Section 9.02),
provided that any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender which affects such Defaulting Lender differently than other affected Lenders
shall require the consent of such Defaulting Lender, unless the effect of same is to eliminate the
Defaulting Lender’s Commitment (which shall require only the consent of the Lenders that are not
Defaulting Lenders);




          (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting
Lender then:





     (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable Percentages
but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures
plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total
of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section
4.02 are satisfied at such time;




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.06(j) for so long as such LC Exposure is outstanding;




     (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to Section 2.21(c), the Borrower shall not be required to pay any
fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such



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Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure
is cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to
Section 2.21(c), then the fees payable to the Lenders pursuant to Section
2.12(a) and Section 2.12(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ Applicable Percentages; and




     (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to Section 2.21(c), then, without prejudice to any rights or
remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would
have been payable to such Defaulting Lender (solely with respect to the portion of such
Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit
fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized
and/or reallocated; and



          (d) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required
to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless it is reasonably satisfied that the related exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by
the Borrower in accordance with Section 2.21(c), and participating interests in any such
newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and Defaulting
Lenders shall not participate therein).




          In the event that the Administrative Agent, the Borrower, the Issuing Bank and the Swingline
Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the
Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans
in accordance with its Applicable Percentage.




ARTICLE III




Representations and Warranties




The Borrower represents and warrants to the Lenders that:




          Section 3.01
Organization; Powers. Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.




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          Section 3.02
Authorization; Enforceability. The Transactions are within the Borrower’s
corporate powers and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.




          Section 3.03
Governmental Approvals; No Conflicts. The Transactions (a) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other organizational documents
of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.




          Section 3.04 
Financial Condition; No Material Adverse Change.




          (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended
December 31, 2008, reported on by PriceWaterhouseCoopers LLP, independent public accountants, and
(ii) as of and for the fiscal quarter ended September 30, 2009 and the nine months then ended
certified by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.




          (b) Since December 31, 2008, there has been no material adverse change in the business,
assets, operations, prospects or condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole.




          Section 3.05 Properties.




          (a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to its business, except for minor defects in title
that do not interfere with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes.




          (b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the
use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.




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          Section 3.06 Litigation and Environmental Matters.




          (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the
Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii)
that involve this Agreement or the Transactions.




          (b) Except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental Liability.




          (c) Since the date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect.




          Section 3.07
Compliance with Laws and Agreements. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.




          Section 3.08
Investment and Holding Company Status. Neither the Borrower nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.




          Section 3.09
Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good
faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.




          Section 3.10
ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect. The present value of
all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $30,000,000 the fair market value
of the assets of such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for




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purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more than $50,000,000 the
fair market value of the assets of all such underfunded Plans.




          Section 3.11
Disclosure. The Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject,
and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other information furnished by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.




          Section 3.12
Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership
interest of the Borrower and any Subsidiary in, each Subsidiary of the Borrower and identifies
which are Foreign Subsidiaries, Excluded Subsidiaries and Guarantors as of the date hereof. The
shares of capital stock or other ownership interests of each Subsidiary are owned by the Borrower,
directly or indirectly, free and clear of all Liens.




          Section 3.13
Margin Stock. Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock (as defined in Registration U of the Board). The
proceeds of the Loans and the Letters of Credit will not be used in a way that will result in any
of the Loans or the Letters of Credit under this Agreement being violative of Regulation U or
Regulation X of the Board.




          Section 3.14
Use of Proceeds. The proceeds of the Loans shall be used to repay existing
Indebtedness, to finance, in part, the Merger, for working capital and for general corporate
purposes of, in each case, the Borrower and its Subsidiaries. The Borrower represents and warrants
to the Lenders and the Administrative Agent that all Loans will be for business, commercial,
investment or other similar purpose and not primarily for personal, family, household or
agricultural use, as such terms are used in the Texas Finance Code.




          Section 3.15
Solvency. Immediately following the making of each Loan on the Effective
Date and after giving effect to the application of the proceeds of each Loan, (a) the fair market
value of the assets of each Loan Party (individually and on a consolidated basis) will exceed its
debts and liabilities; (b) the present fair saleable value of the property of each Loan Party
(individually and on a consolidated basis) will be greater than the amount that will be required to
pay the probable liability of its debts and other liabilities; (c) each Loan Party (individually
and on a consolidated basis) will be able to pay its debts and liabilities as they become absolute
and mature; and (d) each Loan Party (individually and on a consolidated basis the Borrower and each
of its Subsidiaries) will not have unreasonably small capital with which to




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conduct its business as such business is now conducted and is proposed to be conducted
following the Effective Date.




ARTICLE IV



Conditions




          Section 4.01
Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which the Administrative Agent (or its counsel) shall have received from each Loan Party, in form
and substance satisfactory to it:




          (a) either (i) a counterpart of this Agreement signed by the Borrower or (ii) written evidence
satisfactory to the Administrative Agent (which may include electronic or telecopy transmission of
signed signature pages) that the Borrower has signed a counterpart of this Agreement;




          (b) a Note for each Lender requesting a Note;




          (c) the executed Guarantee Agreement (or electronic or telecopy copy of a signed signature
page thereof) from each Domestic Subsidiary other than the Excluded Subsidiaries and all Foreign
Subsidiaries or Excluded Subsidiaries as required by Section 5.10;




          (d) favorable written opinions (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of Locke Lord Bissell & Liddell LLP, counsel for the Borrower and the
Guarantors and the general counsel of the Borrower and covering such matters relating to the
Borrower, the Guarantors, this Agreement or the Transactions as the Required Lenders shall
reasonably request. The Borrower hereby requests such counsel to deliver such opinion;




          (e) such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Borrower, the
authorization of the Transactions and any other legal matters relating to the Borrower, this
Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel;




          (f) a certificate, dated the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (i) and (ii) of Section 4.02;




          (g) (i) satisfactory audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows of the Borrower for the two most recent fiscal years ended
prior to the Effective Date as to which such financial statements are available and (ii)
satisfactory unaudited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows of the Borrower for each quarterly period ended subsequent to
the date of the latest financial statements delivered pursuant to clause (i) of this Section
4.01(g) as to which such financial statements are available;




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          (h) Borrowing Request (substantially in the form of Exhibit 4.01(h) hereto);




          (i) evidence of liability and hazard insurance for each Loan Party in such amounts and on such
terms as are standard and customary in the industry in which said entities conduct their
operations;




          (j) all information regarding the Borrower and its Subsidiaries that it is required to collect
pursuant to the USA Patriot Act;




          (k) all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be
reimbursed or paid by the Borrower hereunder;




          (l) evidence reasonably satisfactory to the Administrative Agent as to the payment in full of
the Private Placement Notes, before or concurrently with the effectiveness of this Agreement; and




          (m) such other documents or items as the Administrative Agent may reasonably request.




          Section 4.02
Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:





     (i) The representations and warranties of the Borrower set forth in this Agreement
shall be true and correct on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit, as applicable.




     (ii) At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no
Default shall have occurred and be continuing and (ii) there shall have been no events that
have, or could reasonably be expected to cause, a Material Adverse Effect since the date of
the last such issuance or Borrowing.




     (iii) A Borrowing Request.


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (i) and (ii) of this Section.




ARTICLE V




Affirmative Covenants




          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:




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          Section 5.01
Financial Statements; Ratings Change and Other
Information. The Borrower
will furnish to the Administrative Agent (in electronic or hard copy form):





     (i) within 90 days after the end of each fiscal year of the Borrower, its audited
consolidated balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by PriceWaterhouseCoopers or
other independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;




     (ii) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, its consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter
and the then elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;




     (iii) concurrently with any delivery of financial statements under clause (i) or (ii)
above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably
detailed calculations demonstrating compliance with Section 3.10, Section
6.01, Section 6.07, Section 6.09 and Section 6.12 (in the form
of compliance certificate attached hereto as Exhibit 5.01) and (iii) stating whether
any change in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements accompanying such
certificate;




     (iv) concurrently with any delivery of financial statements under clause (i) above, an
annual budget of the Borrower and the Subsidiaries for such fiscal year;




     (v) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any Subsidiary with
the Securities and Exchange Commission, or any Governmental Authority succeeding to any or
all of the functions of said Commission, or with any national securities exchange, as the
case may be;




     (vi) promptly following the occurrence thereof, notice of any change in any rating of
the Borrower by Moody’s or S&P; and



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     (vii) promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request.



          Section 5.02
Notices of Material Events. The Borrower will furnish to the Administrative
Agent prompt written notice of the following:




     (i) the occurrence of any Default;




     (ii) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate
thereof that, if adversely determined, could reasonably be expected to result in a Material
Adverse Effect;




     (iii) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liabilities of the
Borrower and its Subsidiaries increasing after the Effective Date in an aggregate amount
exceeding $5,000,000; and




     (iv) any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.




          Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business unless the failure to do so could not reasonably
be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.05.




          Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in
a Material Adverse Effect before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.




          Section 5.05 Maintenance of Properties. The Borrower will, and will cause each of its
Subsidiaries to keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.




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          Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each
of its Subsidiaries to, keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at such reasonable times
and as often as reasonably requested.




          Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, including, without limitation, Environmental Laws, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.




          Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be
used only to pay the Private Placement Notes, to finance the Acquisitions and for working capital
and general corporate purposes. No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. Letters of Credit will be issued only to support the general
corporate purposes of the Borrower and its Subsidiaries.




          Section 5.09 Insurance. The Borrower will, and will cause each of the Subsidiaries to,
maintain, with financially sound and reputable insurance companies, insurance in such amounts (with
no greater risk retention) and against such risks as are customary among companies of established
reputation engaged in the same or similar businesses and operating in the same or similar
locations. The Borrower will furnish to the Lenders, upon request of the Administrative Agent,
information in reasonable detail as to the insurance so maintained.




          Section 5.10 Required Guarantors.




          (a) If any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b)
below) is formed or acquired (including, without limitation, pursuant to the Acquisitions) after
the Effective Date, the Borrower will, within ten (10) Business Days, notify the Administrative
Agent and the Lenders thereof and promptly but in no event later than twenty (20) Business Days
after such formation or acquisition cause the Subsidiary to execute a Guarantee Agreement; provided
that, any Domestic Subsidiary of Keystone North America, Inc. shall not be required to execute a
Guarantee Agreement until such time as it is a wholly-owned Subsidiary of the Borrower.




          (b) If, at any time, (i) the aggregate consolidated revenues of Foreign Subsidiaries and
Excluded Subsidiaries exceed twenty percent (20%) of the aggregate total consolidated revenue for
the most recently ended period of four (4) fiscal quarters of the Borrower or (ii) the aggregate
consolidated assets of Foreign Subsidiaries and Excluded Subsidiaries exceeds twenty percent (20%)
of the aggregate total consolidated assets as of the end of the most recently ended fiscal quarter
of the Borrower and all of its Subsidiaries, the Borrower shall promptly cause one or more of said
Foreign Subsidiaries or Excluded



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Subsidiaries to execute a Guarantee Agreement such that, after giving effect to such Guarantee
Agreement, both the aggregate consolidated revenue and the aggregate consolidated assets (measured
according to book value basis), of all Foreign Subsidiaries and all Excluded Subsidiaries that have
not executed a Guaranty, are less than twenty percent (20%) of the total consolidated revenue and
total assets of the Borrower and all of its Subsidiaries.




ARTICLE VI




Negative Covenants




          Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:




          Section 6.01 Indebtedness Covenant. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:




          (a) Indebtedness created under the Loan Documents;




          (b) Intentionally Deleted;




          (c) Indebtedness existing on the Effective Date and set forth on Schedule 6.01(c)
hereto and extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount or change the parties directly or indirectly responsible for the
payment thereof; provided that any such refinancing Indebtedness (A) shall be unsecured and
(B) shall not mature before the earlier of (x) the maturity date of the Indebtedness refinanced and
(y) the date six months following the Maturity Date;




          (d) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or
any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Guarantor
to the Borrower or any other Loan Party shall be subject to Section 6.06 below;




          (e) Unsecured Guarantees by the Borrower of Indebtedness of any Subsidiary and Guarantees by
any Guarantor of Indebtedness of any other Guarantor, to the extent said Indebtedness is permitted
hereunder; provided that such Guarantees of Indebtedness of any Subsidiary that is not a
Guarantor shall be subject to Section 6.06 below;




          (f) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date under
purchase money financings meeting the requirements of Section 6.01(g) other than proviso
(ii) therein and leases (collectively, “Transportation Equipment Transactions”), in each
case of motor vehicles (including off-road vehicles) and aircraft;




          (g) (A) Indebtedness of the Borrower or any Subsidiary incurred after the Effective Date to
finance the acquisition, construction or improvement of any fixed or capital assets, including
Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any
such assets, or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not increase



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the outstanding principal amount or change the parties directly or indirectly responsible for
the payment thereof, (B) Attributable Debt (as defined below) of the Borrower or any Subsidiary
incurred after the date hereof pursuant to Sale and Leaseback Transactions permitted by Section
6.04 and (C) Indebtedness represented by seller notes executed by the Borrower or any
Subsidiary incurred after the date hereof in connection with Permitted Acquisitions;
provided that (i) the Indebtedness in clause (A) hereof is incurred prior to or within 120
days (or such longer period if necessary solely to obtain any permits or licenses required in
connection with such acquisition, construction or improvement) after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of the
Indebtedness permitted by this clause (g) in excess of Attributable Debt shall not exceed
$75,000,000 at any time outstanding. “Attributable Debt” means, with respect to any Sale
and Leaseback Transaction, the present value (computed in accordance with GAAP as if the
obligations incurred in connection with such Sale and Leaseback Transaction were Capital Lease
Obligations) of the total obligations of the lessee for rental payments during the remaining term
of the lease included in such Sale and Leaseback Transaction (including any period for which such
lease has been extended). In the case of any lease which is terminable by the lessee upon payment
of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined
assuming termination upon the first date such lease may be terminated (in which case the
Attributable Debt shall also include the amount of the penalty, 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 (ii) the Attributable Debt determined assuming no such termination. Any
determination of any rate implicit in the terms of the lease included in such Sale and Leaseback
Transaction made in accordance with generally accepted financial practices by the Borrower shall be
binding and conclusive absent manifest error;




          (h) Unsecured Indebtedness incurred under a third party credit facility by any one or more
Foreign Subsidiaries of the Borrower, provided that the aggregate principal amount of such
Indebtedness permitted by this clause does not exceed $100,000,000;




          (i) Unsecured Indebtedness of any Subsidiary, provided that the aggregate principal
amount of all Indebtedness permitted by this clause shall not exceed the aggregate principal amount
of $20,000,000 at any time outstanding;




          (j) Obligations incurred in connection with covenants not to compete to the extent such
obligations are treated as indebtedness under GAAP, provided that the aggregate principal
amount of all Indebtedness permitted by this clause shall not exceed $50,000,000 at any time
outstanding;




          (k) Indebtedness of any Subsidiary of the Borrower in existence (but not incurred or created
in connection with an acquisition) on the date on which such Subsidiary is acquired by the
Borrower, provided (i) neither the Borrower nor any of its other Subsidiaries has any
obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of
its other Subsidiaries is bound with respect to such Indebtedness and (iii) the Borrower is in
compliance with the financial covenants after such acquisition; and




          (l) Unsecured Indebtedness of the Borrower not permitted by any other clause of this
Section 6.01; provided that (i) no Default exists at the time, or is created as a
result of, the



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incurrence of such Indebtedness, (ii) for all Indebtedness in excess of $100,000,000, such
Indebtedness does not have a maturity date before the date six months following the Maturity Date,
and (iii) the terms of such unsecured Indebtedness are not more restrictive than the terms of the
Loan Documents.




          Section 6.02 Limit on Preferred Equity Issuance. The Borrower will not, nor will it
permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests, other than
(a) preferred Equity Interests of the Borrower issued (i) without any mandatory redemption
provisions or (ii) pursuant to any shareholders’ rights plan of the Borrower; and (b) preferred
Equity Interests issued by any Subsidiary to the extent, and only to the extent, that such
preferred Equity Interests are owned by the Borrower or another Subsidiary.




          Section 6.03 Lien Covenant. The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:




          (a) Permitted Encumbrances;




          (b) Any Lien on any property or asset of the Borrower or any Subsidiary existing on the
Effective Date and set forth on Schedule 6.03(b); provided that (i) such Lien shall
not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall
secure only those obligations which it secures on the Effective Date hereof;




          (c) Any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any person that becomes a
Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary;
provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date such
Person becomes a Subsidiary, as the case may be;




          (d) Liens on property subject to Transportation Equipment Transactions, provided that
the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of
acquiring the property subject thereto;




          (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any
Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and
the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if
necessary solely to obtain any permits or licenses required in connection with such acquisition,
construction or improvement) after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any
other property or assets of the Borrower or any Subsidiary; and




          (f) Liens in cash collateral pursuant to Section 2.06(j).




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          Section 6.04 Sale and Leaseback Transactions. The Borrower will not, and will not permit
any of the Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the
Borrower or any Subsidiary may enter into (a) Sale and Leaseback Transactions if the aggregate
outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by this
clause (a) shall at no time exceed $125,000,000 and (b) any Transportation Equipment Transaction;
and provided further that all Attributable Debt associated with any such Sale and Leaseback
Transaction shall be treated as Indebtedness of the Borrower and shall be subject to the
limitations of the Indebtedness covenant.




          Section 6.05 Limitation on Fundamental Changes.




          (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets
(including capital stock of Subsidiaries) constituting all or substantially all the assets of the
Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired),
or, in the case of the Borrower or any Guarantor, liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction
in which the surviving entity is a Subsidiary; provided, however, that (A) no
Guarantor may merge into a Foreign Subsidiary or an Excluded Subsidiary (unless prior to such
merger, such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving
effect to such transaction, the surviving Subsidiary is a Guarantor if either of such Subsidiaries
was previously a Guarantor, (iii) any permitted asset disposition and involving the sale of a
Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer,
lease or otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided, however, that (A) no Guarantor may sell, transfer, lease or otherwise dispose of
its assets to any Foreign Subsidiary or Excluded Subsidiary (unless prior to such sale, transfer,
lease or disposition such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B)
after giving effect to such transaction, the surviving Subsidiary is a Guarantor if either of such
Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and is not materially disadvantageous to the Lenders; provided that any such
merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger
shall not be permitted unless also permitted by Section 6.06 regarding Restrictions on
Investments.




          (b) The Borrower will not, and will not permit any of the Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by the Borrower and the
Subsidiaries on the Effective Date and businesses reasonably related thereto.




          Section 6.06 Restrictions on Investments, Loans, Advances, Guarantees and Acquisitions.
The Borrower will not, and will not permit any of the Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to
such merger) any capital stock, evidences of Indebtedness or securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit





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to exist any loans or advances to, guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or otherwise acquire
(in one transaction or a series of transactions) any assets of any other Person constituting a
business unit, except:




          (a) Permitted Investments;



          (b) Investments, guarantees and loans existing on the Effective Date and set forth on
Schedule 6.06(b);



          (c) In addition to the investments described in (b) above, investments by the Borrower and the
Subsidiaries in Equity Interests in their respective Subsidiaries; provided that the
aggregate amount of investments made by Borrower or any Guarantor to Subsidiaries that are not
Guarantors, together with all loans and advances and Guarantees made pursuant to clauses (d) and
(f) below, shall not exceed $50,000,000 at any time outstanding;



          (d) In addition to the loans described in (b) above, loans or advances made by the Borrower to
any Subsidiary or made by any Subsidiary to the Borrower or any other Subsidiary; provided
that the amount of such loans and advances made by Borrower or any Guarantor to Subsidiaries that
are not Guarantors, together with investments and Guarantees made pursuant to clause (c) above and
clause (f) below by Borrower or any Guarantor to Subsidiaries that are not Guarantors, shall not
exceed $50,000,000 at any time outstanding;



          (e) Obligations of the Borrower to any Subsidiary, or of any Subsidiary to the Borrower or any
other Subsidiary, arising from the management and investment of cash on a pooled basis in the
ordinary course of business;



          (f) Guarantees constituting permitted Indebtedness; provided that (i) a Subsidiary
shall not Guarantee any Indebtedness of the Borrower unless such Subsidiary also has Guaranteed the
Loans and (ii) the aggregate principal amount of Indebtedness of Subsidiaries that are not
Guarantors that is Guaranteed by any Borrower or Guarantor pursuant to this clause (f), together
with investments and loans and advances made by Borrower or any Guarantor to Subsidiaries that are
not Guarantors pursuant to clauses (c) and (d) above, shall not exceed $50,000,000 at any time
outstanding (exclusive of investments, guaranties and loans described in clause (b) immediately
above);



          (g) Guarantees by the Borrower of accounts payable of Subsidiaries in the ordinary course of
business;



          (h) Investments received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary
course of business;



          (i) Investments in perpetual care trusts, pre-need trusts or similar transactions made (a) in
the ordinary course of such Person’s business and (b) subject to applicable Federal, state or local
regulations;



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          (j) Permitted Acquisitions for consideration consisting of common stock of the Borrower, and
other consideration to the extent the amount or fair market value of such other consideration paid
by the Borrower and the Subsidiaries therefor (including Indebtedness assumed pursuant to
Section 6.01(l) above) does not exceed (A) $50,000,000 for any single Permitted
Acquisition, and (B) $100,000,000 for all Permitted Acquisitions within a 12 month period;



          (k) Equity Interests and debt obligations owned by the Borrower or any Subsidiary following a
transaction described in Section 6.07;



          (l) Equity Interests in Persons owned by the Borrower or any Subsidiary following the sale of
Equity Interests in Subsidiaries in transactions constituting asset dispositions permitted under
Section 6.07 and other investments in joint ventures engaged in businesses reasonably
related to the business of the Borrower as of the date of this Agreement; provided that no
investment shall be permitted pursuant to this clause (l) that, together with all other investments
permitted under this clause (l), would at any time have a book value exceeding $50,000,000 in the
aggregate;



          (m) Investments not permitted by any other clause of this Section; provided that no
investment shall be made pursuant to this clause (m) that, together with all other investments made
pursuant to this clause (m) after the date hereof, would exceed $10,000,000 in the aggregate;



          (n) Other Permitted Acquisitions, which, when combined with the Permitted Acquisitions allowed
under clause (j), above, do not exceed a total consideration (other than common stock) of
$300,000,000 or more in any twelve (12) month period (including Indebtedness assumed pursuant to
Section 6.01(l) above); provided that both before and immediately after giving
effect to any such Permitted Acquisition (other than those allowed under clause (j)), the Borrower
has at least $50,000,000 in liquidity in the form of unrestricted cash and Permitted Investments
and at least $150,000,000 of total liquidity, including (A) unrestricted cash, (B) Permitted
Investments and (C) the difference between the aggregate Commitments as of such date and the
aggregate Credit Exposure as of such date; and



          (o) Investments in Keystone and Palm in an aggregate amount not to exceed $400,000,000 at any
time.



          Section 6.07 Limitation on Asset Sales. The Borrower will not, and will not permit any of
the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity
Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional
Equity Interest in such Subsidiary, except:



          (a) sales of inventory (including parcels in developed cemetery properties), used or surplus
equipment and Permitted Investments in the ordinary course of business;



          (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that
any such sales, transfers or dispositions involving a Subsidiary that is not a Guarantor shall be
made in compliance with Section 6.10 regarding Restrictions on Transactions with Affiliates
below;



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          (c) following the completion of the sales described in clause (d) below, sales, transfers,
leases and other dispositions of assets (other than accounts receivable or inventory) the sale of
which is not otherwise permitted by any other clause; provided that (i) the aggregate book
value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c)
shall not exceed 20% of the consolidated total assets of the Borrower and its Subsidiaries as of
December 31, 2008, as provided by the Borrower, in the aggregate during the term hereof (as of
December 31, 2008, such calculation of total net assets will result in an amount equal to
$1,622,177,000), (ii) all sales, transfers, leases and other dispositions permitted pursuant to
this clause (c) shall be made for fair value and (iii) the aggregate, non-cash consideration
received in connection with all such sales shall not exceed $200,000,000 during the term hereof;
and



          (d) asset sales up to $90,000,000 contemplated by the Borrower as a result of the
Acquisitions, whether or not required by the Federal Trade Commission.



          For purposes of this Section and Section 6.06, any transaction which is a “like kind
exchange” under Section 1031 of the Code shall be considered a disposition (if the Borrower or one
of its Subsidiaries receives cash consideration upon the completion thereof) or an acquisition (if
the Borrower or one of its Subsidiaries pays cash consideration upon the completion thereof) only
upon the completion of such transaction, and then only to the extent of the cash received or paid.



          Section 6.08 Swap Agreements. The Borrower will not, and will not permit any of the
Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or
mitigate risks (including foreign exchange risks) to which the Borrower or any Subsidiary has
actual exposure (other than in respect of equity interests or Indebtedness of the Borrower or any
of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or
exchange interest rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.



          Section 6.09 Limitation on Restricted Payments.



          (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or
agree to pay or make, directly or indirectly, any Restricted Payment except (i) that any Subsidiary
may make any Restricted Payment to the Borrower or any other Subsidiary (provided that
neither the Borrower nor any Guarantor may make any Restricted Payment to a Subsidiary that is not
a Guarantor) and (ii) as otherwise provided herein. At any time the Leverage Ratio on the date of
the declaration of a dividend is greater than 3.75 to 1.0, and so long as no Default or Event of
Default exists at the time, or is created as a result of any such dividend, the Borrower may
declare and pay dividends with respect to its Equity Interests not to exceed $75,000,000 in the
aggregate in any calendar year (excluding any dividend in excess of a rate of $18,750,000 per
fiscal quarter declared when, on the date of its declaration, the Leverage Ratio was less than or
equal to 3.75 to 1.0). At any time the Leverage Ratio on the date of declaration of a dividend or
following the making of any other Restricted Payment is less than or equal to 3.75 to 1.0, and so
long as no Default or Event of Default exists at the time or is created as a result of any such
Restricted Payment, the provisions of this Section will not apply to Restricted Payments. The
Leverage Ratio will be determined pursuant to the most recent



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quarterly compliance certificate; provided, that if such ratio decreases below 3.75 to
1.0 during any quarter solely as a result of a decrease in Total Debt or an increase in
unrestricted cash of the Borrower and all of its Subsidiaries, then such ratio, until the next
quarterly compliance certificate, for purposes of this subsection (a) may, at the Borrower’s
option, be determined pursuant to a certificate calculating such ratio and executed by an officer
of the Borrower.




          (b) The Borrower will not, nor will it permit any of the Subsidiaries to, make or agree to
make, directly or indirectly, any payment or other distribution (whether in cash, securities or
other property) in respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any Indebtedness, except:




     (i) payment of Indebtedness created hereunder;




     (ii) regularly scheduled and other mandatory interest and principal payments as and
when due in respect of any Indebtedness permitted under Section 6.01;




     (iii) refinancings of permitted Indebtedness, including the payment of customary fees,
costs and expenses in connection therewith;




     (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness to the extent such
sale or transfer is permitted;




     (v) the payment of Indebtedness of any person acquired by the Borrower or any
Subsidiary that exists on the date of such acquisition; provided that such Person
becomes a Subsidiary as a result of such acquisition;




     (vi) payment of Indebtedness that matures prior to the Maturity Date; provided there
are no outstanding Revolving Loans;




     (vii) payment of Indebtedness that matures after the Maturity Date; provided
that (A) no Indebtedness described in clause (vi) above is outstanding, other than (1)
non-public Indebtedness disclosed on the Effective Date or (2) other non-public Indebtedness
incurred after the Effective Date in an aggregate amount not to exceed $10,000,000, and (B)
there are no outstanding Revolving Loans;




     (viii) prepayments and redemptions of Indebtedness of the Borrower or any Subsidiary
with proceeds of any issuance and sale of common stock of the Borrower;




     (ix) exchanges of common stock of the Borrower for Indebtedness of the Borrower or any
Subsidiary;




     (x) other prepayments by the Borrower or any Subsidiary not permitted by any other
clause of this Section 6.09; provided that no Default exists at the time and
no such prepayment or redemption shall be made unless as of the date of the most recently
delivered financial statements, the Borrower has at least $50,000,000 in liquidity in the



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form of unrestricted cash and Permitted Investments and at least $150,000,000 of total
liquidity, including (A) unrestricted cash, (b) Permitted Investments and (C) the difference
between the aggregate Commitments as of such date and the aggregate Credit Exposure as of
such date, and the Borrower or any Subsidiary has made such other prepayments permitted
under this clause (including the proposed prepayment) in excess of $400,000,000 in the
aggregate;




     (xi) prepayment of the Private Placement Notes in accordance with the terms thereof;
and




     (xii) the payment of borrowed money Indebtedness of Keystone outstanding on the date of
the Keystone Acquisition and of Palm outstanding on the date of the Palm Acquisition.



          Section 6.10 Restrictions on Transactions with Affiliates. The Borrower will not, and
will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the ordinary course of
business at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b)
transactions between or among the Borrower and one or more Subsidiaries that are Guarantors not
involving any other affiliate, (c) any investment, loan or advance involving a Subsidiary that is
permitted hereunder, (d) any Restricted Payment permitted by Section 6.09 and (e) issuances of
Equity Interests of the Borrower in satisfaction of obligations under retirement plans.



          Section 6.11 Restrictions on Restrictive Agreements. The Borrower will not, and will not
permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of
its properties or assets, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to guarantee Indebtedness of the Borrower or any other
Subsidiary that are, in each case in this clause (b), more restrictive than that which exists as of
the date hereof; provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by law or by any Loan Document, (ii) restrictions and conditions existing on the date
hereof identified on Schedule 6.11 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or commitment), (iii)
restrictions and conditions contained in any extension, renewal, replacement, amendment or
modification of each indenture (including any supplemental indentures entered into pursuant to the
terms thereof) to which the Borrower is a party on the date hereof and that is identified on the
schedule referenced in clause (ii) above, so long as such restrictions and conditions are not more
restrictive than those in the indenture being extended, renewed, replaced, amended or modified and
(iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions
apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.



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          Section 6.12 Financial Covenants.



          (a) The Borrower will not permit the Leverage Ratio as of the last day of each fiscal quarter
to be greater than the following:



	 	 	 
	Each Fiscal Quarter Ending	 	Maximum Ratio
	December ’09 — June ’10

	 	4.25 to 1.00
	Thereafter

	 	4.00 to 1.00






          (b) The Borrower will not permit the Interest Coverage Ratio as of the last day of each fiscal
quarter to be less than:



	 	 	 
	Each Fiscal Quarter Ending	 	Minimum Ratio
	December ’09 — June ’10

	 	2.75 to 1.00
	Thereafter

	 	3.00 to 1.00






ARTICLE VII




Events of Default




          If any of the following events (“Events of Default”) shall occur:



          (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;



          (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this Agreement, when
and as the same shall become due and payable, and such failure shall continue unremedied for a
period of five Business Days;



          (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any
Subsidiary in or in connection with this Agreement or any amendment or modification hereof or
waiver hereunder, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect when made or deemed made;



          (d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, Section 5.03 (with respect to the Borrower’s existence)
or Section 5.08, Section 5.10 or in ARTICLE VI;



          (e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request of any Lender);



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          (f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness, when and as the same
shall become due and payable;



          (g) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such Indebtedness;



          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any
Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;



          (i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;



          (j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;



          (k) one or more judgments for the payment of money in an aggregate amount in excess of
$15,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and
the same shall remain undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;



          (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries increasing after the Effective Date in an
aggregate amount exceeding (i) $15,000,000 in any year or (ii) $40,000,000 for all periods; or



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          (m) a Change in Control shall occur;


then, and in every such event (other than an event with respect to the Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower
described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower, and (iii) take such other steps to collect the Loans and protect the
interest of the Lenders as shall be allowed by law or in equity.




ARTICLE VIII




The Administrative Agent




          Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to exercise in writing as
directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), and (c) except as expressly
set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as



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Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.



          Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor. If no successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees



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payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article and Section
9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub
agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Administrative Agent.




          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder.



ARTICLE IX




Miscellaneous




          Section 9.01 Notices.



          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy or electronic mail, as follows:




     (i) if to the Borrower, to it at 1929 Allen Parkway, Houston, Texas 77019, Attention of
Chief Financial Officer (Phone No. (713) 525-7768; Telecopy No. (713) 525-7581; E-Mail
Address eric.tanzberger@sci-us.com), with a copy to Director of Treasury (Phone No. (713)
525-7564; Telecopy No. (713) 525-5591; E-Mail Address rick.orlando@sci-us.com);




     (ii) if to the Administrative Agent, Issuing Bank or Swingline Lender, to JPMorgan
Chase Bank, Loan and Agency Services Group, 10 South Dearborn, 19th Floor,
Chicago, Illinois 60603-2003, Attention Lillian Arroyo (Phone No. (312) 385-7014; Telecopy
No. (312) 732-1544; E-Mail Address lillian.arroyo@jpmchase.com), and a copy to JPMorgan
Chase Bank, 711 Travis Street, 8N-78, Houston, Texas 77002, Attention Debra Harris (Phone
No. (713) 216-5733; Telecopy No. (713) 215-4651; E-Mail Address debra.m.harris@chase.com);
and




     (iii) if to any other Lender, to it at its address (or telecopy number) set forth in
its Administrative Questionnaire.



          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the



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Administrative Agent; provided that the foregoing shall not apply to notices pursuant
to ARTICLE II unless otherwise agreed by the Administrative Agent and the applicable
Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular
notices or communications.




          (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



          Section 9.02 Waivers; Amendments; Release of Guarantors.



          (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank
and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
the Borrower there from shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.



          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each Lender, (v) permit an
Interest Period with a duration in excess of six (6) months, (vi) change any provisions of
Section 2.21 or the definition of “Defaulting Lender”, or (vii) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the



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Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior
written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case
may be.




          (c) Notwithstanding any contrary position in this Agreement or any other Loan Document, if (a)
a Guarantor is no longer a Subsidiary and (b) at the time such Guarantor became a non-subsidiary,
no Event of Default then existed, then such Guarantor shall be automatically released from its
obligations under the Guarantee Agreement to which it is a party, without need for any formal
action by the Administrative Agent or any Lender; and the Administrative Agent will confirm such
release by a notice to the Borrower upon receipt of a request therefor.



          Section 9.03 Expenses; Indemnity; Damage Waiver.



          (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges
and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.



          (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement
or instrument contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds there from
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not,



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as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee.




          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to (i)
the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Issuing Bank or the Swingline Lender, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender
in its capacity as such, and (ii) the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay its pro-rata share of such amount to the
Administrative Agent.



          (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.



          (e) All amounts due under this Section shall be payable promptly after written demand
therefor.



          WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO THAT EACH PERSON TO BE INDEMNIFIED HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST
ANY AND ALL LOSSES, LIABILITIES, CLAIMS AND DAMAGES ARISING OUT OF OR RESULTING FROM THE ORDINARY,
SOLE AND CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.



          Section 9.04 Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.



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          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:




          (A) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has
occurred and is continuing, any other assignee;




          (B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment to an assignee that is a Lender or an Affiliate of
a Lender; and




          (C) the Issuing Bank and Swingline Lender.



          (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the
amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h)
or (i) of ARTICLE VII has occurred and is continuing;




          (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




          (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.




     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Section 2.15, Section
2.16, Section 2.17 and Section 9.03; provided that such release



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shall not affect any legal responsibility for such Lender’s actions and failures to act
occurring before the effective date of such Assignment and Assumption). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.




     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register;
provided that if either the Assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to Section 2.05(c), Section
2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d), or
Section 9.03(c), the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register unless and
until such payment shall have been made in full, together with all accrued interest thereon.
No assignment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.



          (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any




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amendment, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Section 2.15, Section
2.16 and Section 2.17 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) as though
it were a Lender.





(ii) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or Section 2.17 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s
express prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          Section 9.05 Survival. All covenants, agreements, representations and warranties made by
the Borrower herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated. The provisions of Section 2.15, Section 2.16, Section 2.17,
Section 9.03 and ARTICLE VIII, shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any provision hereof.




          Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which may be
delivered by electronic or telecopy transmission and each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. The Loan Documents and
any separate letter agreements with respect to fees payable to the Administrative




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Agent constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.




          Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




          Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.




          
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.




          (a) This Agreement shall be construed in accordance with and governed by the law of the State
of Texas.




          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the District Courts of the State of Texas sitting in Houston,
Harris County, Texas and of the United States District Court of the Southern District of Texas, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Texas State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction.




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          (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by law.




          Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.




          Section 9.11 Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.




          Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
(ii) any pledgee referred to in Section 9.04(d), or (iii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, “Information” means all information
received from the Borrower relating to the Borrower or its




-68-









 







business, other than any such information that is available to the Administrative Agent,
the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower;
provided that, in the case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.




          Section 9.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary,
in no event whatsoever shall the amount contracted for, charged, paid or otherwise agreed to be
paid to or received by the Agent or any Lender for the use, forbearance or detention of money under
this Agreement or any Loan Document or otherwise exceed the maximum non-usurious rate pursuant to
applicable law (the “Maximum Rate”), and if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall exceed the Maximum Rate, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would
have been payable in respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender in respect of other
Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender. Anything in this Agreement or any other Loan
Document to the contrary notwithstanding, the Borrower shall not be required to pay unearned
interest and shall never be required to pay interest at a rate in excess of the Maximum Rate, and
if the effective rate of interest which would otherwise be payable under this Agreement and the
other Loan Documents would exceed the Maximum Rate, or if the Agent or any Lender shall receive any
unearned interest or shall receive monies that are deemed to constitute interest which would
increase the effective rate of interest payable by the Borrower under this Agreement or Loan
Document to a rate in excess of the Maximum Rate, then (a) the amount of interest which would
otherwise be payable by the Borrower under this Agreement or any Loan Document shall be reduced to
the amount allowed under applicable law, and (b) any unearned interest paid by the Borrower or any
interest paid by the Borrower in excess of the Maximum Rate shall be credited on the principal of
(or, if the principal amount shall have been paid in full, refunded to the Borrower). It is
further agreed that, without limitation of the foregoing, all calculations of the rate of interest
contracted for, charged or received by any Lender under this Agreement or any Loan Document, are
made for the purpose of determining whether such rate exceeds the Maximum Rate, and shall be made
by amortizing, prorating and spreading in equal parts during the period of the full stated term of
the Loans evidenced by said Notes all interest at any time contracted for, charged or received by
such Lender in connection therewith.




          Section 9.14 USA Patriot Act. Each Lender that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)
hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies the Borrower, which




-69-









 







information includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the Patriot Act.




          Section 9.15 Amendment and Restatement. This Agreement is an amendment and restatement of
that certain Credit Agreement (as amended and supplemented to the date hereof, the “2006 Credit
Agreement”) dated November 28, 2006 by and among the Borrower, the Administrative Agent, Bank of
America, N.A., as Syndication Agent for the revolving loans thereunder and the lenders party
thereto. Any Request for Borrowing submitted under the 2006 Credit Agreement for any Revolving
Loan to be made on or after the Effective Date shall be a Request for Borrowing hereunder. The
Lenders and the Administrative Agent hereby release SCI International Limited, Alderwoods Group,
LLC and SCI Cerberus, LLC from any guaranty related to the 2006 Credit Agreement.




          Section 9.16 FINAL AGREEMENT OF THE PARTIES. THIS WRITTEN AGREEMENT (INCLUDING THE
EXHIBITS AND SCHEDULES HERETO) AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS
DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF. Any previous agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement.




-70-









 





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



BORROWER:




	 	 	 	 	 
	 	SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	/s/ Eric D. Tanzberger
 	 
	 	 	Eric D. Tanzberger 	 
	 	 	Senior Vice President, Chief Financial

Officer and Treasurer 	 
	 



 




 




Signature Page to Credit Agreement





 









 





ADMINISTRATIVE AGENT
AND LENDER:




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert L. Mendoza
 	 
	 	 	Name:  	Robert L. Mendoza 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Gary L. Mingle
 	 
	 	 	Name:  	Gary L. Mingle 	 
	 	 	Title:  	Senior Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Collis Sanders
 	 
	 	 	Name:  	Collis Sanders 	 
	 	 	Title:  	Executive Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Michelle C. Phillips
 	 
	 	 	Name:  	Michelle C. Phillips 	 
	 	 	Title:  	Director 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Melinda N. Jackson
 	 
	 	 	Name:  	Melinda N. Jackson 	 
	 	 	Title:  	Senior Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Garrett McKinnon
 	 
	 	 	Name:  	Garrett McKinnon 	 
	 	 	Title:  	Senior Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ William Bobbora
 	 
	 	 	Name:  	William Bobbora 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Michael Silverman
 	 
	 	 	Name:  	Michael Silverman 	 
	 	 	Title:  	Managing Director 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ John T. Prigge
 	 
	 	 	Name:  	John T. Prigge 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Terry Dallas
 	 
	 	 	Name:  	Terry Dallas 	 
	 	 	Title:  	Executive Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	BANK OF TEXAS, N.A.

 	 
	 	By:  	/s/ Robbie Shackouls
 	 
	 	 	Name:  	Robbie Shackouls 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Randal S. Wolffis
 	 
	 	 	Name:  	Randal S. Wolffis 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 









 





LENDER:




	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 



 




 




Signature Page to Credit Agreement





 









 





	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	By:  	/s/ Karen A. Browning
 	 
	 	 	Name:  	Karen A. Browning 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Credit Agreement





 












 





EXHIBIT 1.01A




FORM OF GUARANTY AGREEMENT





Exhibit 1.01A-1









 





Exhibit 1.01A




AMENDED AND RESTATED

GUARANTEE AGREEMENT




     THIS AMENDED AND RESTATED GUARANTEE AGREEMENT (this “Guarantee”) dated as of November
___, 2009, made by each of the undersigned Subsidiaries of the Borrower (as defined below) and such
other Subsidiaries of the Borrower which hereafter become parties to this Guarantee (each, a
“Guarantor,” and collectively, the “Guarantors”), in favor of JPMorgan Chase Bank,
N.A. as Administrative Agent (the “Agent”) for the benefit of the Lenders pursuant to that
certain Amended and Restated Revolving Credit Agreement dated as of even date herewith (the
“Credit Agreement”), by and among the Borrower, the Agent and the Lenders.



WITNESSETH




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make Loans to Service
Corporation International, a Texas corporation (the “Borrower”) in a manner and upon the
terms and conditions set forth therein;



     WHEREAS, in accordance with the Credit Agreement, the Agent requires that the Guarantors
execute a guarantee agreement guaranteeing the Obligations of the Borrower under the Credit
Agreement;



     NOW, THEREFORE, in consideration of the premises and agreements herein and in order to induce
the Lenders to make the Loans pursuant to the Credit Agreement, the Guarantors hereby agree as
follows:



     Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned thereto in the Credit Agreement.



     Section 2. Guarantee of Payment. Each Guarantor (not merely as a surety or guarantor of
collection) hereby jointly, severally, unconditionally and irrevocably, guarantees the punctual
payment and performance when due, whether at stated maturity, as an installment, by prepayment or
by demand, acceleration or otherwise, of all Obligations of the Borrower heretofore or hereafter
existing. If any or all of the Obligations become due and payable under the Credit Agreement, the
Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand,
together with any and all expenses (including reasonable counsel fees and expenses), which may be
incurred by the Agent in collecting any of the Obligations and in connection with the protection,
defense and enforcement of any rights under the Credit Agreement or under any other Loan Document
(the “Expenses”). The Guarantors guarantee that the Obligations shall be paid strictly in
accordance with the terms of the Credit Agreement. The Obligations include, without limitation,
interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar
laws of any jurisdiction at the rate or rates provided in the Credit Agreement. The Agent shall
not be required to exhaust any right or remedy or take any action against the Borrower or any other
person or entity or any collateral prior to any demand or other action hereunder against the
Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations
may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay,
injunction or other



 









 




prohibition which may prevent, delay or vitiate any declaration as regards the Borrower
and that in the event of a declaration or attempted declaration, the Obligations shall immediately
become due and payable by the Guarantors for the purposes of this Guarantee and each Guarantor
shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit
Agreement without further notice or demand. Notwithstanding anything contained herein or in the
Credit Agreement, any Loan Document or any other document or any other agreement, security document
or instrument relating hereto or thereto to the contrary, the maximum liability of each Guarantor
hereunder shall never exceed the maximum amount that said Guarantor could pay without having such
payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the
U.S. Bankruptcy Code or applicable state or foreign law.




     Section 3. Guarantee Absolute. The liability of each Guarantor under this Guarantee is
absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment
of, or in any other term of, the Credit Agreement or the Obligations, or any other amendment or
waiver of or any consent to departure from any of the terms of the Credit Agreement or the
Obligations, including any increase or decrease in the rate of interest thereon; (b) any release or
amendment or waiver of, or consent to departure from, any other guarantee or support document, or
any exchange, release or non-perfection of any collateral, for the Credit Agreement or the
Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any
agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Credit
Agreement or the Obligations; (d) without being limited by the foregoing, any lack of validity or
enforceability of the Credit Agreement or the Obligations; (e) any other setoff, defense or
counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with
respect to the Credit Agreement or the transactions contemplated thereby which might constitute a
legal or equitable defense available to, or discharge of, the Borrower or other Guarantors and (f)
any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to
Section 2 in connection with any stay, injunction or other prohibition or event, in which case each
Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to
any determination of the maximum liability of each Guarantor hereunder in accordance with Section 2
and the recipient of such payment, if so required by a final non-appealable court of competent
jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any
excess amounts. If any such rebate or refund is ever required, all other Guarantors shall be fully
liable for the repayment thereof to the maximum extent allowed by applicable law.



     Section 4. Guarantee Irrevocable. This Guarantee is a continuing guarantee of the payment
of all Obligations now or hereafter existing under the Credit Agreement and shall remain in full
force and effect until payment in full of all Obligations and other amounts payable under this
Guarantee and until all Commitments of the Lenders to make Loans under the Credit Agreement shall
be terminated in accordance with the terms thereof and the Credit Agreement is no longer in
effect.



     Section 5. Reinstatement. This Guarantee shall continue to be effective, or be
automatically reinstated, as the case may be, if at any time any payment of any of the Obligations
is rescinded or must otherwise be returned by the Agent on the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any of the Borrower, any Guarantor, or any Person that is a party
to the Loan Documents, or upon or as a result of the appointment of a custodian,



 









 




receiver, trustee or other officer with similar powers with respect to any of the
Borrower, any Guarantor or any other Person that is a party to the Loan Documents, or otherwise,
all as though the payment had not been made.




     Section 6. Subrogation. Each Guarantor hereby agrees that it shall not exercise any
rights which it may acquire by way of subrogation, by any payment made under this Guarantee or
otherwise, until all the Obligations have been paid in full and the Credit Agreement is no longer
in effect. Any amounts paid to a Guarantor on account of subrogation rights under this Guarantee
at any time when all the Obligations have not been paid in full, shall be held in trust for the
benefit of the Agent and shall promptly be paid to the Agent to be credited and applied to the
Obligations, whether matured or unmatured or absolute or contingent, in accordance with the terms
of the Credit Agreement. If a Guarantor has made a payment to the Agent hereunder of all or any
part of the Obligations and all the Obligations are paid in full and the Credit Agreement is no
longer in effect, the Agent shall, at such Guarantor’s request, execute and deliver to the
Guarantor the appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Guarantor of an interest in the
Obligations resulting from the payment.



     Section 7. Subordination. Any liabilities owed by the Borrower to the Guarantors in
connection with any extension of credit or financial accommodation by the Guarantors to or for the
account of the Borrower, including but not limited to interest accruing at the agreed contract rate
after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the
Obligations, and such liabilities of the Borrower to the Guarantors, if the Agent so requests,
shall be collected, enforced and received by the Guarantors as trustee for the Agent and shall be
paid over to the Agent on account of the Obligations.



     Section 8. Certain Taxes. The Guarantors further agree that all payments to be made
hereunder shall be made without setoff or counterclaim and free and clear of, and without deduction
for Taxes. If any Taxes are required to be withheld from any amounts payable to the Agent
hereunder, the amounts so payable to the Agent shall be increased to the extent necessary to yield
to the Agent (after payment of all Taxes) the amounts payable hereunder in the full amounts so to
be paid. Whenever any Tax is paid by a Guarantor, as promptly as possible thereafter, such
Guarantor shall send the Agent an official receipt showing payment thereof, together with such
additional documentary evidence as may be required from time to time by the Agent.



     Section 9. Representations and Warranties. Each of the Guarantors represents and warrants
that: (a) this Guarantee (i) has been authorized by all necessary action; (ii) does not violate
any agreement, instrument, law, regulation or order applicable to it; (iii) does not require the
consent or approval of any Person, or any filing or registration of any kind; and (iv) is the
legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms, except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors’ rights generally; and (b) in
executing and delivering this Guarantee, such Guarantor has not relied and will not rely upon any
representations or warranties of the Agent not embodied herein or any acts heretofore or hereafter
taken by the Agent (including but not limited to any review by the Agent of the affairs of the
Borrower).



 









 





     Section 10. Remedies Generally. The remedies provided in this Guarantee are cumulative
and not exclusive of any remedies provided by law.



     Section 11. Setoff. Each Guarantor agrees that, in addition to (and without limitation
of) any right of setoff, banker’s lien or counterclaim the Agent or the Lenders may otherwise have,
the Agent and each of the Lenders shall be entitled, at their option, to offset balances (general
or special, time or demand, provisional or final) held by them for the accounts of the Guarantors
at any of the Agent’s or any Lender’s offices, in U.S. dollars or in any other currency, against
any amount payable by the Guarantors under this Guarantee which is not paid when due, in which case
it shall promptly notify the Guarantors thereof; provided that the Agent’s or any Lender’s failure
to give such notice shall not affect the validity thereof.



     Section 12. Formalities. Each Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations, the Credit Agreement and
this Guarantee and any liability to which the Credit Agreement and this Guarantee applies or may
apply, and waives presentment, demand of payment, notice of intent to accelerate, notice of
acceleration, notice of dishonor or nonpayment, and any requirement that the Agent institute suit,
collection proceedings or take any other action to collect the Obligations, including any
requirement that the Agent protect, secure, perfect or insure any security interest or Lien against
any Property subject thereto or exhaust any right or take any action against the Borrower or any
other Person (including the other Guarantors) or any Collateral (it being the intention of the
Agent and each Guarantor that the obligations of such Guarantor under this Guarantee are to be a
guarantee of payment and not of collection) or that the Borrower or any other Person (including the
other Guarantors) be joined in any action hereunder. Each Guarantor hereby waives marshaling of
assets and liabilities, notice by the Agent of the creation of any Indebtedness or liability to
which it applies or may apply, any amounts received by the Agent, notice of disposition or
substitution of Collateral and of the creation, advancement, increase, existence, extension,
renewal, rearrangement and/or modification of the Obligations.



     Section 13. Amendments and Waivers. No amendment or waiver of any provision of this
Guarantee, nor consent to any release by any Guarantor therefrom, shall be effective unless it is
in writing and signed by the Agent and such Guarantor, and then the waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No failure
on the part of the Agent to exercise, and no delay in exercising, any right under this Guarantee
shall operate as a waiver or preclude any other or further exercise thereof or the exercise of any
other right.



     Section 14. Expenses. The Guarantors shall reimburse the Agent on demand for all Expenses
without duplication of any reimbursements affected under the Credit Agreement. The obligations of
the Guarantors under this Section shall survive the termination of this Guarantee.



     Section 15. Assignment. This Guarantee shall be binding on, and shall inure to the
benefit of the Guarantors, the Agent and their respective successors and assigns; provided that the
Guarantors may not assign or transfer their respective rights or obligations under this Guarantee.
Without limiting the generality of the foregoing: (a) the obligations of the Guarantors under this
Guarantee shall continue in full force and effect and shall be binding on any successor partnership
and on previous partners and their respective estates if any of the



 









 




Guarantors is a partnership, regardless of any change in the partnership as a result of
death, retirement or otherwise; and (b) the Agent may assign, or otherwise transfer its rights
under the Credit Agreement to any other person or entity in accordance with the terms and
conditions thereof, and the other person or entity shall then become vested with all the rights
granted to the Agent in this Guarantee or otherwise. Guarantor may merge into the Borrower or
another Guarantor as provided in the Credit Agreement.




     Section 16. Captions. The headings and captions in this Guarantee are for convenience
only and shall not affect the interpretation or construction of this Guarantee.



     Section 17. Governing Law, Etc. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS. EACH GUARANTOR CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF HOUSTON. SERVICE OF
PROCESS BY THE AGENT IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON EACH GUARANTOR IF SENT
TO SUCH GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY
SUCH GUARANTOR FROM TIME TO TIME. EACH GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY
ACTION RELATED TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER WAIVES ANY
RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED
HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR
OTHERWISE), EACH SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTEE.



     Section 18. Integration; Effectiveness. This Guarantee alone sets forth the entire
understanding of the Guarantors and the Agent relating to the guarantee of the Obligations and
constitutes the entire contract between the parties relating to the subject matter hereof and
supersedes any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Guarantee shall become effective when it shall have been executed and
delivered by the Guarantors to the Agent. Delivery of an executed signature page of this Guarantee
by telecopy shall be effective as delivery of a manually executed signature page of this
Guarantee.



     Section 19. Automatic Release. As provided in Section 9.02 of the Credit Agreement, a
Guarantor shall be automatically released from its obligations under this Guarantee upon the
satisfaction of the conditions set forth therein.



     Section 20. Amendment and Restatement. This Guarantee is an amendment and restatement of
that certain Guarantee Agreement dated November 28, 2006, by each of the Subsidiaries of the
Borrower party thereto in favor of the Administrative Agent under that certain Credit Agreement
dated November 28, 2006, by and among the Borrower, the Administrative



 









 




Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and
the lenders party thereto.




END OF TEXT





 











 








EXHIBIT 1.01B




FORM OF PROMISSORY NOTE





Exhibit 1.01B-1









 





Exhibit 1.01B




AMENDED AND RESTATED

REVOLVING PROMISSORY NOTE




			
	$                    
	 	November ___, 2009
	 	 	 





     FOR VALUE RECEIVED, the undersigned, SERVICE CORPORATION INTERNATIONAL, a Texas corporation,
the Borrower under that certain Amended and Restated Revolving Credit Agreement dated as of
November ___, 2009 (as may be amended or otherwise modified from time to time, the “Credit
Agreement”) among the Borrower, the Lenders named therein and JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders, HEREBY PROMISES TO PAY to the order of                     
(“Lender”), the amount as may be advanced from time to time under the Credit Agreement by
the Lender in accordance with such Lender’s Commitment outstanding from time to time. All
capitalized terms used herein and not otherwise defined shall have the meanings as defined in the
Credit Agreement.



     The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding
from time to time from the date hereof until the principal amount hereof has been paid in full and
the Commitments are terminated, at the place and at such times and at such interest rates as are
specified in the Credit Agreement. Payments made by the Borrower in respect of the amounts due
hereunder shall be allocated to the Lender by the Administrative Agent on the terms specified in
the Credit Agreement.



     This Note is one of the Notes in respect of the Revolving Loans referred to in, and this Note
and all provisions herein are entitled to the benefits of, the Credit Agreement, which such Notes
amend and restate in their entirety those certain revolving promissory notes executed in connection
with that certain Credit Agreement dated November 28, 2006, by and among the Borrower, the
Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans
thereunder and the lenders party thereto. The Credit Agreement, among other things, (a) provides
for the making of Revolving Loans by the Lender and other Lenders to the Borrower from time to
time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of
certain stated events, for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified, and for limitations on the amount of interest paid
such that no provision of the Credit Agreement or this Note shall require the payment or permit the
collection of interest in excess of the Maximum Rate.



     The Borrower and any and all endorsers, guarantors and sureties severally waive grace (except
to the extent expressly provided in the Credit Agreement), demand, presentment for payment, notice
of dishonor or default, acceleration, intent to accelerate, protest and notice of protest and
diligence in collecting and bringing of suit against any party hereto, and agree to all renewals,
extensions or partial payments hereon and to any release or substitution of security herefor, in
whole or in part, with or without notice, before or after maturity.



     This Note shall be governed by and construed under the laws of the State of Texas and the
applicable laws of the United States of America.



Credit Agreement

Exhibit 1.01B




 









 








     IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and
delivered by its duly authorized officer as of the date first written above.



	 	 	 	 	 
	 	BORROWER:



SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Credit Agreement

Exhibit 1.01B





 











 








EXHIBIT 4.01(h)




FORM OF BORROWING REQUEST





Exhibit 4.01(h)-1









 





EXHIBIT 4.01(h)




FORM OF REQUEST FOR BORROWING




JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

10 South Dearborn, 19th Floor

Chicago, Illinois 60603-2003

Attention:   Lillian Arroyo

Telecopy:   (312) 732-1544





	 	Re:	 	Amended and Restated Revolving Credit Agreement dated as of November ___, 2009,
by and among Service Corporation International (the “Borrower”), JPMorgan Chase
Bank, N.A., as Administrative Agent and the Lenders party to the Credit Agreement




Ladies and Gentlemen:




     Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below:




	 	(a)	 	Amount of Loan: $                    
	 
	 	(b)	 	Requested funding date:                           
	 
	 	(c)	 	Type of Loan:
	 
	 	 	 	                     CBFR Loan;
	 
	 	 	 	                     Eurodollar Loan; or
	 
	 	 	 	                     Swing Line Loan
	 
	 	(d)	 	Requested Interest Period for Eurodollar Loan:                     
	 
	 	(e)	 	Location and number of the Borrower’s account to which funds are to be
disbursed:
	 
	 	 	 	                    
	 
	 	 	 	                    





     The undersigned certifies that [s]he is an authorized officer of the Borrower and as such
[s]he is authorized to execute this request on behalf of the Borrower. The Borrower represents and
warrants that (i) the Borrower is entitled to receive the requested Borrowing under the terms and
conditions of the Credit Agreement and that no Default or Event of Default shall exist or will



Credit Agreement

Exhibit 4.01(h)




 









 







occur as a result of the making of such requested Borrowing; and (ii) the representations and
warranties contained in Article VII of the Credit Agreement are correct as of the date of the
Borrowing requested hereby, after giving effect to such Borrowing.




     Each capitalized term used but not defined herein shall have the meaning assigned to such term
in the Credit Agreement.



	 	 	 	 	 
	 	Very truly yours,




SERVICE CORPORATION
INTERNATIONAL,

a Texas corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Credit Agreement

Exhibit 4.01(h)





 











 








EXHIBIT 5.01




FORM OF COMPLIANCE CERTIFICATE





Exhibit 5.01-1









 





EXHIBIT 5.01




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that [s]he is the [Chief Financial Officer]/[Vice President
and Treasurer] of Service Corporation International, a Texas corporation (the “Borrower”)
and that as such [s]he is authorized to execute this certificate on behalf of the Company. With
reference to the Amended and Restated Revolving Credit Agreement dated as of November ___, 2009,
(together with all amendments or supplements thereto being the “Credit Agreement”), among
the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the Lenders (as defined in the
Credit Agreement), the undersigned represents and warrants as follows (each capitalized term used
herein having the same meaning given to it in the Credit Agreement unless otherwise specified):




	 	(a)	 	The representations and warranties of the Borrower and its Subsidiaries
contained in Article III of the Credit Agreement and in the Loan Documents were
true and correct in all material respects when made, and are repeated at and as of the
time of delivery hereof and to the best of the undersigned’s knowledge are true and
correct in all material respects at and as of the time of such delivery, except for
such representations and warranties as are by their express terms limited to a specific
date. Calculations demonstrating compliance with the representation contained in
Section 3.10 are set forth on the worksheet attached hereto as Exhibit
A.
	 
	 	(b)	 	The worksheet attached hereto as Exhibit B sets forth all permitted
Indebtedness, which is subject to dollar limitations, of the Borrower and its
Subsidiaries pursuant to Section 6.01.
	 
	 	(c)	 	The worksheet attached hereto as Exhibit C sets forth all asset sales
necessary to demonstrate compliance with Sections 6.07(c) and (d) of
the Credit Agreement.
	 
	 	(d)	 	The worksheet attached hereto as Exhibit D sets forth all Restricted
Payments of the Borrower and its Subsidiaries and demonstrates compliance with
Section 6.09 of the Credit Agreement.
	 
	 	(e)	 	The Borrower hereby certifies that no Event of Default or Default has occurred
or is continuing.
	 
	 	(f)	 	Calculations for all financial covenants contained in the Credit Agreement are
set forth in the worksheet attached hereto as Exhibit E.
	 
	 	(g)	 	Except as set forth on Exhibit F attached hereto, there have been no
changes in GAAP or in the application thereof, as used in the preparation of the
Borrower’s consolidated financial statements, since the date of the audited financial
statements referred to in Section 3.04 of the Credit Agreement.





Credit Agreement

Exhibit 5.01




 









 








     EXECUTED AND DELIVERED this ___ day of                                         , 2009.



	 	 	 	 	 
	 	BORROWER:




SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Credit Agreement

Exhibit 5.01





 









 








EXHIBIT A to

EXHIBIT 5.01




CALCULATION WORKSHEET FOR

ERISA REPRESENTATION

(SECTION 3.10 OF CREDIT AGREEMENT)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	C. Fair Market	 	 	 	 
	 	 	B. Present Value of Accumulated	 	 	Value of Plan	 	 	 	 
	A. Each Plan	 	Benefit Obligations	 	 	Assets	 	 	Difference between B and C	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	C. Fair Market	 	 	 	 
		 	B. Present Value of Accumulated	 	 	Value of Plan	 	 	 	 
	A. Each Under-funded Plan	 	Benefit Obligations	 	 	Assets	 	 	Difference between B and C	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 








 




			
	1	 	must not exceed $30,000,000
	 
	2	 	must not exceed $50,000,000





Credit Agreement

Exhibit A to Exhibit 5.01




 









 








EXHIBIT B to

EXHIBIT 5.01




INDEBTEDNESS




     As of the date of the attached financial statements:



	 	 	 	 	 	 	 	 	 
	Indebtedness of the Type	 	 	 	 	 	 
	Described in the Credit Agreement	 	Actual Amount	 	 	Covenant Amount	 
	Section 6.01(g) (purchase money,
etc.)
	 	$_____________	 	 	 	 	≤ $75,000,000	 
	 
	 	 	 	 	 	 	 
	Section 6.01(h) (Canadian)
	 	$_____________	 	 	 	 	≤ $100,000,000	 
	 
	 	 	 	 	 	 	 
	Section 6.01(i) (subsidiaries)
	 	$_____________	 	 	 	 	≤ $20,000,000	 
	 
	 	 	 	 	 	 	 
	Section 6.01(j) (covenants not to
compete)
	 	$_____________	 	 	 	 	≤  $50,000,000	 
	 
	 	 	 	 	 	 	 
	Section 6.01(l) (other)
	 	$____________	 	 	 	 	≤ $100,000,000	 
	 
	 	 	 	 	 	 	 





Credit Agreement

Exhibit B to Exhibit 5.01





 











 





EXHIBIT C to

EXHIBIT 5.01




ASSET SALES

(Section 6.07 of Credit Agreement)




	 	 	 	 	 	 	 
	(a)

	 	Asset sales contemplated as a result of the Acquisitions
	 	$	
	1 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(b)

	 	Transfers, leases and other dispositions of assets (excluding accounts
receivable, inventory, used or surplus equipment, Permitted Investments in the ordinary
course of business and any sales, transfers and dispositions to the Borrower or a
Subsidiary):	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	[list dispositions, dates, book value and non-cash consideration]	 	 	 	 
	 
	 	 	 	 	 	 
	(c)

	 	Aggregate book value of all asset dispositions not related to the Acquisitions
described in (b) above.
	 	$	
	2 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(d)

	 	Aggregate maximum book value of all asset dispositions described in (b) above
	 	$	1,622,177,000	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(e)

	 	Aggregate, non-cash consideration received in connection with assets
dispositions described in (b) above
	 	$	
	3 
	 

	 	 	 	 	 	 








 




			
	1	 	Cannot exceed $90,000,000
	 
	2	 	Cannot exceed $1,622,177,000
	 
	3	 	Cannot exceed $200,000,000





Credit Agreement

Exhibit C to Exhibit 5.01





 









 








EXHIBIT D to

EXHIBIT 5.01




RESTRICTED PAYMENTS

(Section 6.09 of Credit Agreement)




          [Complete Section A if the Leverage Ratio as of the date of the attached financial statements
is greater than 3.75 to 1.0]




          A. (i) List all dividends made by Borrower during the calendar year including the date of the
attached financial statements:




	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





               (ii) Minus any dividend in excess of a rate of $18,750,000 per fiscal quarter declared when,
on the date of its declaration, the Leverage Ratio was less than or equal to 3.75 to 1.0:



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





Total: $______________1




          B. List all Borrower dividends and other Restricted Payments during the term of the Credit
Agreement during any period that the Leverage Ratio is less than or equal to 3.75 to 1.0




Total: $______________2






 




			
	1	 	Must not exceed $75,000,000 in the aggregate in any calendar year

	 
	2	 	Unlimited





Credit Agreement

Exhibit D to Exhibit 5.01





 









 








EXHIBIT E to

EXHIBIT 5.01




FINANCIAL COVENANT CALCULATION WORKSHEET




	 	 	 	 	 	 	 	 	 
	 	 	Pro Forma	 	 	Covenant	 
	 	 	Calculation	 	 	Requirement	 
	Interest Coverage Ratio:
	 	 	 	 	 	 	 	 
	(i) Consolidated EBITDA
	 	 	 	 	 	 	 	 
	To
	 	 	 	 	 	 	 	 
	(ii) Consolidated Interest Expense:
	 	 	 	 	 	 	 	 
	the actual Cash Interest Expense (including
imputed interest expense in respect of Capital
Lease Obligations)
	 	 	 	 	 	 	 	 
	Leverage Ratio:
	 	 	 	 	 	 	 	 
	The difference of:
	 	 	 	 	 	 	 	 
	(i) Total Indebtedness
	 	 	 	 	 	 	 	 
	minus
	 	 	 	 	 	 	 	 
	(ii) unrestricted cash on hand in excess of
$25,000,000
	 	 	 	 	 	 	 	 
	To
	 	 	 	 	 	 	 	 
	Consolidated EBITDA
	 	 	 	 	 	 	 	 






Calculation of Consolidated EBITDA




	 	 	 	 	 
	A. Consolidated Operating Income
	 	$	 	 
	 
	 	 	 	 





     (i) minus any gains or plus any losses on sales and impairments of assets, to the extent
included in Consolidated Operating Income;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (ii) plus depreciation and amortization (to the extent included in operating expenses and
excluding amortization of deferred loan costs);



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (iii) plus non-cash stock compensation expense/amortization (to the extent included
in operating expenses);



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (iv) plus rent expense in previous periods associated with assets later capitalized with
on-balance sheet debt;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





Credit Agreement

Exhibit E to Exhibit 5.01




 









 








     (v) plus (A) actual non-recurring cash expenses incurred and related to any acquisition to the
extent included in operating expenses and not to exceed $40,000,000 in aggregate in any 12 month
period, including expenses within the first 24 months after the related acquisition, such as
severance of management and employees, termination costs and buyouts of contracts and lease
agreements, conversions of computer systems and networks, transfer of documents and other assets,
legal and advisory fees directly related to such acquisition, and other items reasonably incurred
of a similar nature and (B) non-cash acquisition expenses that would not otherwise be picked up in
other non-cash addbacks to EBITDA;1



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (vi) plus royalty income from American Memorial Life Insurance Company;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (vii) minus expenses attributable to surety premiums;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (viii) minus Pro Forma Divested EBITDA (to the extent positive and previously included in
operating income) or plus Pro Forma Divested EBITDA (to the extent negative and previously included
in operating income)2;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (ix) plus EBITDA of any acquired operations in the period from the beginning of the period for
which EBITDA is to be determined to the date of such acquisition3;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (x) plus EBITDA of discontinued operations still owned (to the extent positive) and minus
EBITDA of discontinued operations still owned (to the extent negative);



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (xi) plus net cash flow from/to non-consolidated joint ventures to the extent received/paid in
cash; and



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (xii) plus non-recurring and non-cash expenses (to the extent included in operating expenses)
and minus non-recurring and non-cash income (to the extent included in operating income).



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Equals Consolidated EBITDA
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 





Credit Agreement

Exhibit E to Exhibit 5.01




 









 








B. Calculation of Total Indebtedness




     (i) obligations for borrowed money, deposits, advances, bonds, debentures, notes and any
obligations upon which interest is commonly paid;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (ii) obligations under conditional sale or other title retention agreements relating to
property acquired by the Borrower or its Subsidiaries;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (iii) obligations in respect of deferred purchase price of property or services (excluding
current accounts payable incurred in the ordinary course of business);



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (iv) indebtedness of others secured by any Lien on property owned or acquired by the Borrower
or its Subsidiaries;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (v) Guarantees;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (vi) Capital Lease Obligations;



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (vii) obligations in respect of letters of credit and letters of guaranty; and



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





     (viii) obligations in respect of banker’s acceptances.



	 	 	 	 	 	 	 	 	 
	 
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Equals Total Indebtedness
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 







 




			
	1	 	Detail of expenses related to acquisition(s) attached
	 
	2	 	Detail of Pro Forma Divested EBITDA attached
	 
	3	 	Detail of acquired EBITDA attached





Credit Agreement

Exhibit E to Exhibit 5.01





 









 








EXHIBIT F to

EXHIBIT 5.01




CHANGES




Credit Agreement

Exhibit F to Exhibit 5.01





 











 








EXHIBIT 9.04




FORM OF ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.




	 	 	 	 	 
	1.
	 	Assignor:	 	 
	 
	 	 	 
	 
	 	 	 	 
	2.
	 	Assignee:	 	 
	 
	 	 	 
	 
	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1 ]
	 
	 	 	 	 
	3.
	 	Borrower(s):	 	 
	 
	 	 	 
	 
	 	 	 	 
	4.
	 	Administrative Agent:	 	______________________, as the administrative agent under the Credit Agreement








 




			
	1	 	Select as applicable.




Exhibit 9.04-1









 










	 	 	 	 	 
	5.

	 	Credit Agreement:   
	 	[The [amount] Credit Agreement dated as of November 18, 2009 among [name of
Borrower(s)], the Lenders parties thereto, [name of Administrative Agent], as Administrative
Agent, and the other agents parties thereto]
	 
	 	 	 	 
	6.

	 	Assigned Interest:   	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Commitment/Loans	 	Commitment/Loans	 	Percentage Assigned of
	Facility Assigned2	 	for all Lenders	 	Assigned	 	Commitment/Loans3
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 





Effective Date: _________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	2	 	Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this
Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,” “Tranche B
Commitment,” etc.)
	 
	3	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.




Exhibit 9.04-2









 







	 	 	 	 	 
	[Consented to and]4 Accepted:



[NAME OF ADMINISTRATIVE AGENT], as

Administrative Agent

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 



	 	 	 	 	 
	[Consented to:]5



[NAME OF RELEVANT PARTY]

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 





 




			
	4	 	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.
	 
	5	 	To be added only if the consent of the Borrower and/or
other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of
the Credit Agreement.




Exhibit 9.04-3









 










ANNEX 1




[__________________]6




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document,7 (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender8, attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.






 




			
	6	 	Describe Credit Agreement at option of Administrative
Agent.
	 
	7	 	The term “Loan Document” should be conformed to that
used in the Credit Agreement.
	 
	8	 	The concept of “Foreign Lender” should be conformed to
the section in the Credit Agreement governing withholding taxes and gross-up.




Annex 1 - 1









 










          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of Texas.





Annex 1 - 2









 








SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	LENDER	 	COMMITMENT	 
	JPMorgan Chase Bank, N.A.
	 	$	40,000,000	 
	Compass Bank
	 	$	35,000,000	 
	The Bank of Nova Scotia
	 	$	35,000,000	 
	Amegy Bank National Association
	 	$	30,000,000	 
	Raymond James Bank, FSB
	 	$	30,000,000	 
	Regions Bank
	 	$	30,000,000	 
	SunTrust Bank
	 	$	30,000,000	 
	U.S. Bank National Association
	 	$	30,000,000	 
	Wells Fargo Bank, N.A.
	 	$	30,000,000	 
	Bank of Texas
	 	$	25,000,000	 
	Fifth Third Bank
	 	$	25,000,000	 
	Bank of America, N.A.
	 	$	22,750,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	20,000,000	 
	Merrill Lynch Capital Corporation
	 	$	17,250,000	 
	 
	 	 	 
	TOTAL
	 	$	400,000,000	 
	 
	 	 	 





Schedule 2.01-1









 






SCHEDULE 2.06(k)




EXISTING LETTERS OF CREDIT




Schedule 2.06(k)-1









 





Schedule 2.06(k)

Letters of Credit




Letters Of Credit




	 	 	 	 	 
	Lumberman’s Mutual Casualty Co.
	 	 	6,050,000	 
	Reliance National Indemnity Co.
	 	 	5,769,466	 
	Old Republic Insurance
	 	 	25,737,142	 
	Old Republic Insurance Company of Canada
	 	 	1,431,000	 
	CNA Insurance Cos.
	 	 	1,792,000	 
	American Home Assurance, et al
	 	 	6,600,000	 
	 
	 	 	 
	 
	 
	 	$	47,379,608	 
	 
	 	 	 






 









 








SCHEDULE 3.06




DISCLOSED MATTERS





Schedule 3.06-1









 






Schedule 3.06



Note: As used herein, “SCI”, “Company”, “we”, “our”, and “us” refer to Service Corporation
International and companies owed directly or indirectly by Service Corporation International,
unless the context requires otherwise.




Litigation




     We are a party to various litigation matters, investigations, and proceedings. For each of our
outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible
legal or settlement strategies, and the likelihood of an unfavorable outcome. We intend to
vigorously defend ourselves in the lawsuits described herein; however, if we determine that an
unfavorable outcome is probable and can be reasonably estimated, we establish the necessary
accruals. We hold certain insurance policies that may reduce cash outflows with respect to an
adverse outcome of certain of these litigation matters. We accrue such insurance recoveries when
they become probable of being paid and can be reasonably estimated.



     Conley Investment Counsel v. Service Corporation International, et al.; Civil Action
04-MD-1609; in the United States District Court for the Southern District of Texas, Houston
Division (the “2003 Securities Lawsuit”). The 2003 Securities Lawsuit resulted from the transfer
and consolidation by the Judicial Panel on Multidistrict Litigation of three lawsuits —  Edgar
Neufeld v. Service Corporation International, et al. ; Cause No. CV-S-03-1561-HDM-PAL; in the
United States District Court for the District of Nevada; and Rujira Srisythemp v. Service
Corporation International, et al .; Cause No. CV-S-03-1392-LDG-LRL; in the United States District
Court for the District of Nevada; and Joshua Ackerman v. Service Corporation International, et al .; Cause No. 04-CV-20114; in the United States District Court for the Southern District of Florida.
The 2003 Securities Lawsuit names as defendants SCI and several of SCI’s current and former
executive officers or directors. The 2003 Securities Lawsuit is a purported class action alleging
that the defendants failed to disclose the unlawful treatment of human remains and burial sites at
two cemeteries in Fort Lauderdale and West Palm Beach, Florida. No discovery has occurred, and we
cannot quantify our ultimate liability, if any, for the payment of damages.



     Burial Practices Claims. We are named as a defendant in various lawsuits alleging improper
burial practices at certain of our cemetery locations. These lawsuits include the Garcia and
Sands lawsuits described in the following paragraphs.



     Reyvis Garcia and Alicia Garcia v. Alderwoods Group, Inc., Osiris Holding of Florida, Inc, a
Florida corporation, d/b/a Graceland Memorial Park South, f/k/a Paradise Memorial Gardens, Inc. ,
was filed in December 2004, in the Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County, Florida, Case No.: 04-25646 CA 32. Plaintiffs are the son and sister of the
decedent, Eloisa Garcia, who was buried at Graceland Memorial Park South in March 1986, when the
cemetery was owned by Paradise Memorial Gardens, Inc. Initially, the suit sought damages on the
individual claims of the plaintiffs relating to the burial of Eloisa Garcia. Plaintiffs claimed
that due to poor record keeping, spacing issues and maps, and the fact that the family could not
afford to purchase a marker for the grave, the burial location of the decedent could not be readily
located. Subsequently, the decedent’s grave was located and verified. In July 2006, plaintiffs
amended their complaint, seeking to certify a class of all persons buried at



 









 




this
cemetery whose burial sites cannot be located, claiming that this was due to poor record keeping,
maps, and surveys at the cemetery. Plaintiffs subsequently filed a third amended class action
complaint and added two additional named plaintiffs. The plaintiffs are seeking unspecified
monetary damages, as well as equitable and injunctive relief. No class has been certified in this
matter. Since the action is in its preliminary stages, we cannot quantify our ultimate liability,
if any, for the payment of any damages.




     F. Charles Sands, individually and on behalf of all others similarly situated, v. Eden
Memorial Park, et al.; Case No. BC421528; in the Superior Court of the State of California for the
County of Los Angeles — Central District. This case was filed in September 2009 against SCI and
certain subsidiaries regarding our Eden Memorial Park cemetery in Mission Hills, California. The
plaintiff seeks to certify a class of cemetery plot owners and their families. The plaintiff claims
the cemetery damaged and desecrated burials in order to make room for subsequent burials. Since the
case is in its preliminary stages, we cannot quantify our ultimate liability, if any, for the
payment of any damages.



     Antitrust Claims. We are named as a defendant in an antitrust case filed in 2005. The case is
Cause No 4:05-CV-03394; Funeral Consumers Alliance, Inc. v. Service Corporation International, et
al .; in the United States District Court for the Southern District of Texas — Houston (“Funeral
Consumers Case”). This was a purported class action on behalf of casket consumers throughout the
United States alleging that we and several other companies involved in the funeral industry
violated federal antitrust laws and state consumer laws by engaging in various anti-competitive
conduct associated with the sale of caskets. Based on the case proceeding as a class action, the
plaintiffs filed an expert report indicating that the damages sought from all defendants range from
approximately $950 million to $1.5 billion, before trebling. We deny that we engaged in
anticompetitive practices related to our casket sales and we have filed reports of our experts,
which vigorously dispute the validity of the plaintiffs’ damages theories and calculations.



     To date, we have successfully contested the class action allegations. In November 2008, the
Magistrate Judge issued recommendations that motions for class certification be denied in the
Funeral Consumers Case. In March 2009, the District Court affirmed the Magistrate Judge’s
recommendations and denied class certification. In June 2009, the Fifth Circuit Court of Appeals
denied the plaintiffs’ motion requesting permission to appeal the District Court’s ruling denying
class certification. Also in June 2009, the Fifth Circuit Court of Appeals denied plaintiffs motion
requesting that the court reconsider its ruling.



     In addition to the Funeral Consumers Case, we received Civil Investigative Demands, dated
August 2005 and February 2006, from the Attorney General of Maryland on behalf of itself and other
state attorneys general, who commenced an investigation of alleged anticompetitive practices in the
funeral industry. We also received similar Civil Investigative Demands from the Attorneys General
of Florida and Connecticut. In the second and third quarters of 2009, we received notice that the
Attorneys General of Conneticut, Maryland, and Florida had closed their respective investigations.



     Wage and Hour Claims. We are named a defendant in various lawsuits alleging violations of
federal and state laws regulating wage and hour overtime pay, including the Prise, Bryant, Bryant,
Stickle , and Welch lawsuits described in the following paragraphs.



     Prise, et al., v. Alderwoods Group, Inc., and Service Corporation International; Cause No.



 









 




06-164; in the United States District Court for the Western District of Pennsylvania (the “Wage and
Hour Lawsuit”). The Wage and Hour Lawsuit was filed by two former Alderwoods (Pennsylvania), Inc.,
employees in December 2006 and purports to have been brought under the Fair Labor Standards Act
(“FLSA”) on behalf of all Alderwoods and SCI-affiliated employees who performed work for which they
were not fully compensated, including work for which overtime pay was owed. The court has
conditionally certified a class of claims as to certain job positions for Alderwoods employees.




     Plaintiffs allege causes of action for violations of the FLSA, failure to maintain proper
records, breach of contract, violations of state wage and hour laws, unjust enrichment, fraud and
deceit, quantum meruit, negligent misrepresentation, and negligence. Plaintiffs seek injunctive
relief, unpaid wages, liquidated, compensatory, consequential and punitive damages, attorneys’ fees
and costs, and pre- and post-judgment interest. We cannot quantify our ultimate liability, if any,
in this lawsuit.



     Bryant, et al. v. Alderwoods Group, Inc., Service Corporation International, et al.; Case No.
3:07-CV-5696-SI; in the U.S. District Court for the Northern District of California. This lawsuit
was filed on November 8, 2007 against SCI and various subsidiaries and individuals. It too is
related to the Wage and Hour Lawsuit, raising similar claims and brought by the same attorneys.
This lawsuit has been transferred to the U.S. District Court for the Western District of
Pennsylvania and is now Case No. 08-CV-00891-JFC. We cannot quantify our ultimate liability, if
any, in this lawsuit.



     Bryant, et al. v. Service Corporation International, et al.; Case No. RG-07359593; and Helm,
et al. v. AWGI & SCI; Case No. RG-07359602; in the Superior Court of the State of California,
County of Almeda. These cases were filed on December 5, 2007 by counsel for plaintiffs in the Wage
and Hour Lawsuit. These cases assert state law claims similar to the federal claims asserted in the
Wage and Hour Lawsuit. These cases were removed to federal court in the U.S. District Court for the
Northern District of California, San Francisco/Oakland Division. The Bryant case is now Case No.
3:08-CV-01190-SI and the Helm case is now Case No. 2:-CV-01184- SI. We cannot quantify our
ultimate liability, if any, in these lawsuits.



     Stickle, et al. v. Service Corporation International, et al.; Case No. 08-CV-83; in the U.S.
District Court for Arizona, Phoenix Division. Counsel for plaintiffs in the Wage and Hour Lawsuit
filed this case on January 17, 2008, against SCI and various related entities and individuals
asserting FLSA and other ancillary claims based on the alleged failure to pay for overtime. In
September 2009, the Court conditionally certified a class of claims as to certain job positions of
SCI affiliated employees. We cannot quantify our ultimate liability, if any, in this lawsuit.



     Shauna Welch v. California Cemetery & Funeral Services, LLC; Case No. BC 396793; in the
Superior Court of the State of California, for the County of Los Angeles. In August 2008, the
plaintiff filed a class action on behalf of employees of a subsidiary in California for alleged
violations of the California Labor Code and the Business & Professions Code. The plaintiff
specifically alleges that she and the putative class are unable to negotiate their paychecks
without paying a fee and/or without being subject to a waiting period since paychecks are issued
from an out-of-state bank. We cannot quantify our ultimate liability, if any, in this lawsuit.



     The ultimate outcome of the matters described above cannot be determined at this time. We
intend to vigorously defend all of the above lawsuits; however, an adverse decision in one or



 









 




more of such matters could have a material effect on us, our financial condition, results of
operations, and cash flows.




’09.10Q.Litigation Insert.Schedule 3.06.Master 11.6



 












 








SCHEDULE 3.12




LIST OF SUBSIDIARIES




See attached.




Schedule 3.12-1









 





	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	CA

	 	ADVANCE FUNERAL INSURANCE SERVICES
	 	Alderwoods Group (California), Inc.
	 	 	100.00	%
	IN

	 	ADVANCE PLANNING OF AMERICA, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	AL

	 	ADVANCED PLANNING (ALABAMA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	GA

	 	ADVANCED PLANNING OF GEORGIA, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	ALDERWOODS (ALABAMA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	AK

	 	ALDERWOODS (ALASKA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	AZ

	 	ALDERWOODS (ARIZONA), INC.
	 	Alderwoods Group, LLC
	 	 	55.00	%
	 

	 	ALDERWOODS (ARIZONA), INC.
	 	Osiris Holding Corporation
	 	 	45.00	%
	AR

	 	ALDERWOODS (ARKANSAS), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IL

	 	ALDERWOODS (CHICAGO CENTRAL), INC.
	 	Alderwoods (Illinois), Inc.
	 	 	71.00	%
	 

	 	ALDERWOODS (CHICAGO NORTH), INC.
	 	RG Memorial Chapels, Inc.
	 	 	56.25	%
	 

	 	ALDERWOODS (CHICAGO NORTH), INC.
	 	Alderwoods Group, LLC
	 	 	43.65	%
	CO

	 	ALDERWOODS (COLORADO), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	CT

	 	ALDERWOODS (CONNECTICUT), INC.
	 	Alderwoods Group, LLC
	 	 	51.80	%
	 

	 	ALDERWOODS (CONNECTICUT), INC.
	 	Alderwoods (New York), Inc.
	 	 	48.20	%
	DE

	 	ALDERWOODS (DELAWARE), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	GA

	 	ALDERWOODS (GEORGIA) HOLDINGS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	GA

	 	ALDERWOODS (GEORGIA), INC.
	 	Alderwoods Group, LLC
	 	 	37.00	%
	 

	 	ALDERWOODS (GEORGIA), INC.
	 	Carothers Holding Company, Inc.
	 	 	55.00	%
	 

	 	ALDERWOODS (GEORGIA), INC.
	 	Poteet Holdings, Inc.
	 	 	8.00	%
	ID

	 	ALDERWOODS (IDAHO), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IL

	 	ALDERWOODS (ILLINOIS), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IN

	 	ALDERWOODS (INDIANA), INC.
	 	Alderwoods Group, LLC
	 	 	88.50	%
	 

	 	ALDERWOODS (INDIANA), INC.
	 	Alderwoods (Tennessee), LLC
	 	 	11.50	%
	KS

	 	ALDERWOODS (KANSAS), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MD

	 	ALDERWOODS (MARYLAND), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MA

	 	ALDERWOODS (MASSACHUSETTS), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MI

	 	ALDERWOODS (MICHIGAN), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MN

	 	ALDERWOODS (MINNESOTA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	ALDERWOODS (MISSISSIPPI), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	MO

	 	ALDERWOODS (MISSOURI), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MT

	 	ALDERWOODS (MONTANA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NV

	 	ALDERWOODS (NEVADA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NM

	 	ALDERWOODS (NEW MEXICO), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NY

	 	ALDERWOODS (NEW YORK), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NC

	 	ALDERWOODS (NORTH CAROLINA), INC.
	 	Alderwoods Group, LLC
	 	 	48.80	%
	 

	 	ALDERWOODS (NORTH CAROLINA), INC.
	 	Carothers Holding Company, Inc.
	 	 	50.70	%
	 

	 	ALDERWOODS (NORTH CAROLINA), INC.
	 	Lineberry Group, Inc
	 	 	0.50	%
	OH

	 	ALDERWOODS (OHIO) FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	OK

	 	ALDERWOODS (OKLAHOMA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	OR

	 	ALDERWOODS (OREGON), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	KY

	 	ALDERWOODS (PARTNER), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	PA

	 	ALDERWOODS (PENNSYLVANIA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	RI

	 	ALDERWOODS (RHODE ISLAND), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	SC

	 	ALDERWOODS (SOUTH CAROLINA), INC.
	 	Alderwoods Group, LLC
	 	 	44.00	%
	 

	 	ALDERWOODS (SOUTH CAROLINA), INC.
	 	Carothers Holding Company, Inc.
	 	 	56.00	%
	TN

	 	ALDERWOODS (TENNESSEE), LLC
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	ALDERWOODS (TEXAS) CEMETERY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	ALDERWOODS (TEXAS) L.P.
	 	Alderwoods (Partner), Inc.
	 	General Partner

	CA

	 	ALDERWOODS (TEXAS), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	VA

	 	ALDERWOODS (VIRGINIA), INC.
	 	Alderwoods Group, LLC
	 	 	52.90	%
	 

	 	ALDERWOODS (VIRGINIA), INC.
	 	Carothers Holding Company, Inc.
	 	 	0.50	%
	 

	 	ALDERWOODS (VIRGINIA), INC.
	 	Lineberry Group, Inc
	 	 	46.60	%
	WA

	 	ALDERWOODS (WASHINGTON), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	WV

	 	ALDERWOODS (WEST VIRGINIA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	WI

	 	ALDERWOODS (WISCONSIN), INC.
	 	Alderwoods Group, LLC
	 	 	99.00	%
	 

	 	ALDERWOODS (WISCONSIN), INC.
	 	Osiris Holding Corporation
	 	 	1.00	%
	CA

	 	ALDERWOODS GROUP (CALIFORNIA), INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	ALDERWOODS GROUP, LLC
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	ALDERWOODS LIFE INSURANCE GROUP, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	AMERICAN BURIAL AND CREMATION CENTERS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MI

	 	AMG, INC.
	 	Alderwoods (Delaware), Inc.
	 	 	100.00	%
	OH

	 	BENNETT-EMMERT-SZAKOVITS FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	PA

	 	BRIGHT UNDERTAKING COMPANY
	 	Alderwoods Group, LLC
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	NC

	 	CAROTHERS HOLDING COMPANY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IL

	 	CHAPEL HILL MEMORIAL GARDENS & FUNERAL HOME LTD.
	 	Alderwoods (Illinois), Inc.
	 	 	100.00	%
	IL

	 	CHICAGO CEMETERY CORPORATION
	 	Alderwoods (Illinois), Inc.
	 	 	100.00	%
	FL

	 	CORAL RIDGE FUNERAL HOME AND CEMETERY, INC.
	 	Alderwoods (Minnesota), Inc.
	 	 	100.00	%
	DE

	 	DIRECTORS (TEXAS) L.P.
	 	DSP General Partner, Inc.
	 	General Partner

	TX

	 	DIRECTORS CEMETERY (TEXAS), INC.
	 	Directors Succession Planning, Inc
	 	 	100.00	%
	CA

	 	DIRECTORS SUCCESSION PLANNING II, INC.
	 	Directors Succession Planning, Inc
	 	 	100.00	%
	CA

	 	DIRECTORS SUCCESSION PLANNING, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MA

	 	DOBA-HABY INSURANCE AGENCY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	DRMP HOLDINGS, INC.
	 	Directors Cemetery (Texas), Inc.
	 	 	100.00	%
	CA

	 	DSP GENERAL PARTNER II, INC.
	 	DSP General Partner, Inc.
	 	 	100.00	%
	TX

	 	DSP GENERAL PARTNER, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	DUNWOOD CEMETERY SERVICE COMPANY
	 	Alderwoods Group, LLC
	 	 	80.00	%
	 

	 	DUNWOOD CEMETERY SERVICE COMPANY
	 	Jackson’s-Burks-Walker-Tippitt
	 	 	20.00	%
	TN

	 	EAGLE FINANCIAL ASSOCIATES, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	EARTHMAN HOLDINGS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	CA

	 	EARTHMAN LP, INC.
	 	Earthman Holdings, Inc.
	 	 	100.00	%
	IL

	 	ELMWOOD ACQUISITION CORPORATION
	 	Osiris Holding Corporation
	 	 	100.00	%
	WA

	 	EVERGREEN FUNERAL HOME AND CEMETERY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MS

	 	FAMILY CARE, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	FUNERAL SERVICE, INC.
	 	SCI Texas
	 	 	100.00	%
	FL

	 	FUNERAL SERVICES ACQUISITION GROUP, LLC
	 	MHI Group, LLC
	 	 	100.00	%
	FL

	 	GARDEN SANCTUARY ACQUISITION, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	SC

	 	GRACELAND CEMETERY DEVELOPMENT CO.
	 	Alderwoods (Georgia) Holdings, Inc.
	 	 	100.00	%
	WA

	 	GREEN SERVICE CORPORATION
	 	Alderwoods Group, LLC
	 	 	100.00	%
	PA

	 	H. SAMSON, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	H.P. BRANDT FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	HFCC HOLDINGS, INC.
	 	Earthman Holdings, Inc.
	 	 	100.00	%
	TX

	 	HFJC HOLDINGS, INC.
	 	Earthman Holdings, Inc.
	 	 	100.00	%
	FL

	 	KADEK ENTERPRISES OF FLORIDA, INC.
	 	Alderwoods (Minnesota), Inc.
	 	 	100.00	%
	PA

	 	KNEE FUNERAL HOME OF WILKINSBURG, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NC

	 	LINEBERRY GROUP, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NC

	 	MFH, L.L.C.
	 	Carothers Holding Company, Inc.
	 	 	100.00	%
	FL

	 	MHI GROUP, LLC
	 	Alderwoods Group, LLC
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	IL

	 	MOUNT AUBURN MEMORIAL PARK, INC.
	 	Alderwoods (Illinois), Inc.
	 	 	100.00	%
	FL

	 	NAPLES MEMORIAL GARDENS, INC.
	 	Security Trust Plans, Inc.
	 	 	100.00	%
	PA

	 	NINETEEN THIRTY-FIVE HOLDINGS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NY

	 	NORTHEAST MONUMENT COMPANY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	WI

	 	NORTHERN LAND COMPANY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	PA

	 	OAK WOODS MANAGEMENT COMPANY
	 	Osiris Holding Corporation
	 	 	100.00	%
	DE

	 	OSIRIS HOLDING CORPORATION
	 	Alderwoods Group, LLC
	 	 	100.00	%
	FL

	 	OSIRIS HOLDING OF FLORIDA, INC.
	 	Osiris Holding Corporation
	 	 	100.00	%
	TX

	 	PANOLA COUNTY RESTLAND MEMORIAL PARK, INC.
	 	Directors Cemetery (Texas), Inc.
	 	 	100.00	%
	AR

	 	PHOENIX MEMORIAL PARK ASSOCIATION
	 	Osiris Holding Corporation
	 	 	100.00	%
	IL

	 	PINEVIEW MEMORIAL PARK, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	PIONEER FUNERAL PLANS, INC.
	 	Directors (Texas) L.P.
	 	 	100.00	%
	GA

	 	POTEET HOLDINGS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NC

	 	REEVES, INC.
	 	Alderwoods (Georgia) Holdings, Inc.
	 	 	100.00	%
	FL

	 	RG MEMORIAL CHAPELS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	RH CEMETERY CORP.
	 	Rose Hills Company
	 	 	100.00	%
	CA

	 	RH MORTUARY CORPORATION
	 	Rose Hills Company
	 	 	100.00	%
	IL

	 	RIDGEWOOD CEMETERY COMPANY, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	NH

	 	ROBERT DOUGLAS GOUNDREY FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	DE

	 	ROSE HILLS COMPANY
	 	Rose Hills Holdings Corp.
	 	 	100.00	%
	DE

	 	ROSE HILLS HOLDINGS CORP.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IL

	 	RUZICH FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	TX

	 	S & H PROPERTIES AND ENTERPRISES, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	FL

	 	SECURITY TRUST PLANS, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	GA

	 	SOUTHEASTERN FUNERAL HOMES, INC.
	 	Alderwoods (Georgia) Holdings, Inc.
	 	 	100.00	%
	MS

	 	STEPHENS BURIAL ASSOCIATION, INC.
	 	Alderwoods (Mississippi), Inc.
	 	 	100.00	%
	MS

	 	STEPHENS FUNERAL BENEFIT ASSOCIATION, INC.
	 	Alderwoods (Mississippi), Inc.
	 	 	100.00	%
	MS

	 	STEPHENS FUNERAL FUND, INC.
	 	Alderwoods (Mississippi), Inc.
	 	 	100.00	%
	NH

	 	ST. LAURENT FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MS

	 	THE FRANK J. FISHER FUNERAL INSURANCE COMPANY
	 	Alderwoods (Mississippi), Inc.
	 	 	100.00	%
	MS

	 	THWEATT FUNERAL INSURANCE COMPANY, INC.
	 	Alderwoods (Mississippi), Inc.
	 	 	100.00	%
	TX

	 	TYLER MEMORIAL FUNERAL HOME AND CHAPEL, INC.
	 	DSP General Partner, Inc.
	 	 	100.00	%
	OR

	 	UNIVERSAL MEMORIAL CENTERS I, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%
	OR

	 	UNIVERSAL MEMORIAL CENTERS II, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	OR

	 	UNIVERSAL MEMORIAL CENTERS III, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%
	CA

	 	UNIVERSAL MEMORIAL CENTERS V, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%
	CA

	 	UNIVERSAL MEMORIAL CENTERS VI, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%
	TX

	 	VANCOUVER FUNERAL CHAPEL, INC.
	 	S & H Properties and Enterprises, Inc.
	 	 	100.00	%
	TX

	 	WACO MEMORIAL PARK, INC.
	 	Alderwoods (Georgia) Holdings, Inc.
	 	 	100.00	%
	NC

	 	WESTMINSTER GARDENS, INC.
	 	Alderwoods (North Carolina), Inc.
	 	 	100.00	%
	MI

	 	WMP, INC.
	 	Alderwoods (Delaware), Inc.
	 	 	100.00	%
	IL

	 	WOODLAWN CEMETERY OF CHICAGO, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	IL

	 	WOODLAWN MEMORIAL PARK, INC.
	 	Alderwoods (Chicago Central), Inc.
	 	 	100.00	%
	CA

	 	WORKMAN MILL INVESTMENT COMPANY
	 	RH Cemetery Corp.
	 	 	100.00	%
	NH

	 	ZS ACQUISITION, INC.
	 	Alderwoods (Massachussetts) ,Inc.
	 	 	100.00	%
	MA

	 	AFFILIATED FAMILY FUNERAL SERVICE, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	PA

	 	AUMAN FUNERAL HOME, INC.
	 	SCI Pennsylvania Funeral Services, Inc.
	 	 	100.00	%
	PA

	 	AUMAN’S, INC.
	 	Theo C. Auman, Inc.
	 	 	100.00	%
	MD

	 	BAMFH, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	BURGEE-HENSS-SEITZ FUNERAL HOME, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	CALIFORNIA CEMETERY AND FUNERAL SERVICES, LLC
	 	SCI California Funeral Services, Inc.
	 	 	5.00	%
	 

	 	CALIFORNIA CEMETERY AND FUNERAL SERVICES, LLC
	 	ECI Capital Corporation
	 	 	95.00	%
	DE

	 	CEMCARE, INC.
	 	SCI Texas Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	CHARLES S. ZEILER & SON, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	NY

	 	CHAS. PETER NAGEL INC.
	 	SCI Funeral Services of New York, Inc.
	 	 	100.00	%
	DE

	 	CHRISTIAN FUNERAL SERVICES, INC.
	 	Service Corporation International
	 	 	100.00	%
	MD

	 	DANZANSKY-GOLDBERG MEMORIAL CHAPELS, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	DIGNITY MEMORIAL NETWORK, INC.
	 	SCI Management L.P.
	 	 	100.00	%
	AL

	 	ECI ALABAMA SERVICES, LLC
	 	SCI Georgia Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	ECI CAPITAL CORPORATION
	 	SCI California Funeral Services, Inc.
	 	 	100.00	%
	GA

	 	ECI CEMETERY SERVICES OF GEORGIA, LLC
	 	SCI Georgia Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	ECI CEMETERY SERVICES OF MARYLAND, LLC
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	ECI SERVICES OF MAINE, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	ECI SERVICES OF NEW HAMPSHIRE, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	ECI SERVICES OF SOUTH DAKOTA, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	ECI SERVICES OF VERMONT, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	ECI-CHAPEL HILL, INC.
	 	ECI Alabama Services, LLC
	 	 	100.00	%
	PA

	 	ED MELENYZER CO.
	 	SCI Pennsylvania Funeral Services, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	MD

	 	EDWARD SAGEL FUNERAL DIRECTION, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	PA

	 	ENSURE AGENCY OF PENNSYLVANIA, INC.
	 	Memorial Guardian Plans, Inc.
	 	 	100.00	%
	TX

	 	FHC REALTY, INC.
	 	SCI Texas Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	FLECK FUNERAL HOME, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	FL

	 	FLORIDA MARKER, LLC
	 	SCI Funeral Services of Florida, Inc.
	 	 	100.00	%
	FL

	 	FOUNTAINHEAD MEMORIAL PARK, LLC
	 	SCI Funeral Services of Florida, Inc.
	 	 	100.00	%
	PA

	 	FRANCIS F. SEIDEL, INC.
	 	Theo C. Auman, Inc.
	 	 	100.00	%
	PA

	 	FUNERAL CORPORATION PENNSYLVANIA
	 	SCI Pennsylvania Funeral Services, Inc.
	 	 	100.00	%
	NJ

	 	GARDEN STATE CREMATORY, INC.
	 	SCI New Jersey Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	GARY L. KAUFMAN FUNERAL HOME AT MEADOWRIDGE MEMORIAL
PARK, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	GARY L. KAUFMAN FUNERAL HOME SOUTHWEST, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	GEORGE WASHINGTON CEMETERY COMPANY, LLC
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	PA

	 	HAROLD B. MULLIGAN CO., INC.
	 	SCI Pennsylvania Funeral Services, Inc.
	 	 	100.00	%
	HI

	 	HAWAIIAN MEMORIAL LIFE PLAN, LTD.
	 	SCI Hawaii Funeral Services, Inc.
	 	 	100.00	%
	NY

	 	I. J. MORRIS, INC.
	 	SCI Funeral Services of New York, Inc.
	 	 	100.00	%
	TX

	 	INVESTMENT CAPITAL CORPORATION
	 	SCI Capital Corporation
	 	 	100.00	%
	DC

	 	JOSEPH GAWLER’S SONS, LLC
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	LAKE VIEW MANAGEMENT COMPANY, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	PA

	 	LAUGHLIN FUNERAL HOME, LTD.
	 	Funeral Corporation Pennsylvania
	 	 	100.00	%
	MD

	 	LEMMON FUNERAL HOME OF DULANEY VALLEY, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	LORING BYERS FUNERAL DIRECTORS, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	MAKING EVERLASTING MEMORIES, LLC
	 	SCI Financial Services, Inc.
	 	 	80.00	%
	 

	 	MAKING EVERLASTING MEMORIES, LLC
	 	G. Scott Mindrum
	 	 	20.00	%
	NH

	 	MCHUGH FUNERAL HOME, INC.
	 	Alderwoods Group, LLC
	 	 	100.00	%
	MO

	 	MEMORIAL GUARDIAN PLANS, INC.
	 	SCI Missouri Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	MEMORIAL GUARDIAN PLANS, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	MD

	 	MILLER-DIPPEL FUNERAL HOME, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	MORAN-ASHTON FUNERAL HOME, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	CA

	 	MOUNT VERNON MEMORIAL PARK
	 	SCI California Funeral Services, Inc.
	 	 	100.00	%
	MD

	 	NATIONAL CREMATION SERVICE, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	NY

	 	NEW YORK FUNERAL CHAPELS, INC.
	 	SCI Funeral Services of New York, Inc.
	 	 	100.00	%
	NY

	 	NEW YORK MARKER, LLC
	 	SCI Funeral Services of New York, Inc.
	 	 	100.00	%
	DE

	 	PINEY GROVE, LLC
	 	SCI Special, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	DE

	 	PSI FUNDING, INC.
	 	SCI Texas Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	REMEMBRANCE MEMORIAL TRADITIONS, LLC
	 	SCI Special, Inc.
	 	 	100.00	%
	PA

	 	ROBERT L. HENDRICKS FUNERAL HOME, INC.
	 	Funeral Corporation Pennsylvania	 	 	 	 
	PA

	 	ROHLAND FUNERAL HOME
	 	Funeral Corporation Pennsylvania
	 	 	100.00	%
	WV

	 	ROSEDALE CEMETERY COMPANY
	 	SCI West Virginia Funeral Services, Inc.
	 	 	100.00	%
	WV

	 	ROSEDALE FUNERAL CHAPEL, INC.
	 	SCI West Virginia Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	SALVATORE AIR TRANSPORTATION CORP.
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	SAUL-GABAUER FUNERAL HOME, INC.
	 	SCI Pennsylvania Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	SCI ADMINISTRATIVE SERVICES, LLC
	 	SCI Special, Inc.
	 	 	100.00	%
	AL

	 	SCI ALABAMA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	AK

	 	SCI ALASKA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	AZ

	 	SCI ARIZONA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	AR

	 	SCI ARKANSAS FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	CA

	 	SCI CALIFORNIA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	SCI CAPITAL CORPORATION
	 	SCI Special, Inc.
	 	 	100.00	%
	DE

	 	SCI CERBERUS, LLC
	 	SCI International Limited
	 	 	100.00	%
	CO

	 	SCI COLORADO FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	CT

	 	SCI CONNECTICUT FUNERAL SERVICES, LLC
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	TX

	 	SCI EASTERN MARKET SUPPORT CENTER, L.P.
	 	SCI Management L.P.
	 	Limited Partner

	 

	 	SCI EASTERN MARKET SUPPORT CENTER, L.P.
	 	SCI Eops HQ, Inc.
	 	General Partner

	NY

	 	SCI EOPS HQ, INC.
	 	SCI Management L.P.
	 	 	100.00	%
	DE

	 	SCI EXECUTIVE SERVICES, INC.
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	SCI FINANCIAL SERVICES, INC.
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	SCI FUNERAL & CEMETERY PURCHASING COOPERATIVE, INC.
	 	SCI Eastern Market Support Center, L.P.
	 	 	25.00	%
	 

	 	SCI FUNERAL & CEMETERY PURCHASING COOPERATIVE, INC.
	 	SCI Western Market Support Center, Inc.
	 	 	25.00	%
	 

	 	SCI FUNERAL & CEMETERY PURCHASING COOPERATIVE, INC.
	 	SCI Houston Market Support Center, L.P.
	 	 	25.00	%
	 

	 	SCI FUNERAL & CEMETERY PURCHASING COOPERATIVE, INC.
	 	Service Corporation International (Canada) Limited
	 	 	25.00	%
	FL

	 	SCI FUNERAL SERVICES OF FLORIDA, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NY

	 	SCI FUNERAL SERVICES OF NEW YORK, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	IA

	 	SCI FUNERAL SERVICES, LLC
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	SCI GEORGIA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	GA

	 	SCI GEORGIA LAND, INC.
	 	SCI Georgia Funeral Services, Inc.
	 	 	100.00	%
	TX

	 	SCI HOUSTON HUB, INC.
	 	SCI Management L.P.
	 	 	100.00	%
	TX

	 	SCI HOUSTON MARKET SUPPORT CENTER, L.P.
	 	SCI Management L.P.
	 	Limited Partner







 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	 

	 	SCI HOUSTON MARKET SUPPORT CENTER, L.P.
	 	SCI Houston Hub, Inc.
	 	General Partner

	IL

	 	SCI ILLINOIS SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	SCI INDIANA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	SCI INTERNATIONAL LIMITED
	 	Service Corporation International
	 	 	100.00	%
	DE

	 	SCI INVESTMENT SERVICES, INC.
	 	SCI Financial Services, Inc.
	 	 	100.00	%
	DE

	 	SCI IOWA FINANCE COMPANY
	 	SCI Iowa Funeral Services, Inc.
	 	 	100.00	%
	IA

	 	SCI IOWA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	KS

	 	SCI KANSAS FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	KY

	 	SCI KENTUCKY FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	99.00	%
	DE

	 	SCI LOAN SERVICES, LLC
	 	SCI Virginia Funeral Services, Inc.
	 	 	100.00	%
	LA

	 	SCI LOUISIANA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	SCI MANAGEMENT L.P.
	 	SCI Administrative Services, LLC
	 	General Partner

	 

	 	SCI MANAGEMENT L.P.
	 	Remembrance Memorial Traditions, LLC
	 	Limited Partner

	MD

	 	SCI MARYLAND FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	MI

	 	SCI MICHIGAN FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	MN

	 	SCI MINNESOTA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	MS

	 	SCI MISSISSIPPI FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	MO

	 	SCI MISSOURI FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NE

	 	SCI NEBRASKA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NJ

	 	SCI NEW JERSEY FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NM

	 	SCI NEW MEXICO FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NC

	 	SCI NORTH CAROLINA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	OH

	 	SCI OHIO FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	OK

	 	SCI OKLAHOMA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	OR

	 	SCI OREGON FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	PA

	 	SCI PENNSYLVANIA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	RI

	 	SCI RHODE ISLAND FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	SC

	 	SCI SOUTH CAROLINA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	DE

	 	SCI SPECIAL, INC.
	 	Service Corporation International
	 	 	100.00	%
	TN

	 	SCI TENNESSEE FUNERAL SERVICES, LLC
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	NV

	 	SCI TEXAS FINANCE COMPANY
	 	SCI Texas Funeral Services, Inc.
	 	 	100.00	%
	DE

	 	SCI TEXAS FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	UT

	 	SCI UTAH FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	VA

	 	SCI VIRGINIA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	WA

	 	SCI WASHINGTON FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	WV

	 	SCI WEST VIRGINIA FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	CA

	 	SCI WESTERN MARKET SUPPORT CENTER, INC.
	 	SCI Management L.P.
	 	 	100.00	%
	WI

	 	SCI WISCONSIN FUNERAL SERVICES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	VA

	 	SENTINEL SECURITY PLANS, INC.
	 	Memorial Guardian Plans, Inc.
	 	 	100.00	%
	MD

	 	STERLING-ASHTON-SCHWAB FUNERAL HOME, INC.
	 	SCI Maryland Funeral Services, Inc.
	 	 	100.00	%
	 

	 	STERLING-ASHTON-SCHWAB-WITZKE-FUNERAL HOME OF
CATONSVILLE, INC.
	 	SCI Maryland Funeral Services, Inc.	 	 	 	 
	DE

	 	STORMY SKY, LLC
	 	SCI Capital Corporation
	 	 	100.00	%
	TX

	 	TEXAS MARKER, L.P.
	 	Professional Funeral Traditions, LLC
	 	Limited Partner

	 

	 	TEXAS MARKER, L.P.
	 	SCI Texas Funeral Services, Inc.
	 	General Partner

	OH

	 	THE KNOLLWOOD CEMETERY COMPANY
	 	SCI Ohio Funeral Services, Inc.
	 	 	100.00	%
	PA

	 	THEO C. AUMAN, INC.
	 	Funeral Corporation Pennsylvania
	 	 	100.00	%
	NY

	 	THOMAS M. QUINN & SONS, INC.
	 	SCI Funeral Services of New York, Inc.
	 	 	100.00	%
	TX

	 	TMJ LAND, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	OR

	 	UNISERVICE CORPORATION
	 	SCI Oregon Funeral Services, Inc.
	 	 	100.00	%
	UT

	 	WASATCH LAND AND IMPROVEMENT COMPANY
	 	SCI Utah Funeral Services, Inc.
	 	 	100.00	%
	TX

	 	WFG LIQUIDATION CORPORATION
	 	SCI Texas Funeral Services, Inc.
	 	 	100.00	%
	NJ

	 	WIEN & WIEN, INC.
	 	SCI New Jersey Funeral Services, Inc.
	 	 	100.00	%
	DC

	 	WITZKE FUNERAL HOMES, INC.
	 	SCI Funeral Services, LLC
	 	 	100.00	%
	FL

	 	WPALM, INC.
	 	SCI Funeral Services of Florida, Inc.
	 	 	100.00	%
	DE

	 	WILSON FINANCIAL GROUP, INC.
	 	Investment Capital Corporation
	 	 	53.30	%
	TX

	 	WILSON HOLDINGS, INC.
	 	Wilson Financial Group, Inc.
	 	 	100.00	%
	DE

	 	AMISTAD CORPORATION
	 	Wilson Financial Group, Inc.
	 	 	100.00	%
	CA

	 	COOLEY & RIOLO MORTUARY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	CA

	 	THOMPSON FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	CA

	 	WFG-FULLER FUNERALS, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	CA

	 	WILSON-BANNON MORTUARY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	CA

	 	WILSON CAMELLIA MEMORIAL LAWN, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	DE

	 	M.J. EDWARDS HILLSIDE CHAPEL, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	FL

	 	A.B. COLEMAN MORTUARY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	FL

	 	HOLMES FUNERAL DIRECTORS, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	GA

	 	COLLEGE PARK CEMETERY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	GA

	 	CREST LAWN MEMORIAL PARK, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 	 	 	 	 
	Domestic	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership
	GA

	 	FOREST LAWN MEMORIAL GARDENS, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	GA

	 	KENNEDY MEMORIAL GARDENS, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	GA

	 	SHERWOOD MEMORIAL PARK & MAUSOLEUM, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TN

	 	SOUTHERN FUNERAL HOME, INC.
	 	Wilson Financial Group, Inc.
	 	 	100.00	%
	TN

	 	FRANKLIN-STRICKLAND FUNERAL HOME, INC.
	 	Amistad Corporation
	 	 	100.00	%
	TN

	 	M.J. EDWARDS & SONS FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TN

	 	M.J. EDWARDS-WHITEHAVEN FUNERAL CHAPEL, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	CARL BARNES FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	CEDAR CREST FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	FULLER-SHEFFIELD FUNERAL SERVICES, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	LINCOLN FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	MAINLAND FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	MORRIS-BATES FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	PARADISE FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	PARADISE INVESTMENT CORPORATION
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	PARADISE CEMETERY SOUTH, INC.
	 	Paradise Investment Corporation
	 	 	100.00	%
	TX

	 	WARFORD-WALKER MORTUARY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	WFG-CRISTO REY FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	WFG-LOCKWOOD FUNERAL HOME, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	WFG-NAT CLARK, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	WILSON-LINCOLN CEMETERY, INC.
	 	Wilson Holdings, Inc.
	 	 	100.00	%
	TX

	 	CARVER MEMORIAL PARK, INC.
	 	Wilson-Lincoln Cemetery, Inc.
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 
	FOREIGN SUBSIDIARIES	 	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership	 
	 
	 	 	 	 	 	 	 	 
	Puerto Rico
	 	SCI PUERTO RICO FUNERAL AND CEMETERY SERVICES, INC.	 	Alderwoods Group, LLC	 	 	100.00	%
	United Kingdom
	 	ALDERWOODS UK HOLDINGS LTD.	 	Alderwoods Group, LLC	 	 	100.00	%
	Alberta
	 	247663 ALBERTA LTD.	 	Alderwoods Group Canada, Inc.	 	 	90.00	%
	 
	 	247663 ALBERTA LTD.	 	Don Thackeray	 	 	10.00	%
	Alberta
	 	SERVICE CORPORATION INTERNATIONAL CAPITAL FUNDING L.P.	 	3056269 NOVA SCOTIA COMPANY	 	General 

Partner
	 
	 	SERVICE CORPORATION INTERNATIONAL CAPITAL FUNDING L.P.	 	3056271 NOVA SCOTIA COMPANY	 	Limited 

Partner
	Saskatchewan
	 	COMMUNITY CREMATORIUM SERVICES LIMITED	 	Alderwoods Group Canada Inc.	 	 	50.00	%






 









 






	 	 	 	 	 	 	 	 	 
	FOREIGN SUBSIDIARIES	 	 	 	 	 	 	 
	Jurisdiction of	 	 	 	 	 	 	 
	Organization	 	Entity Name	 	Owner(s)	 	% of Ownership	 
	 
	 	 	 	 	 	 	 	 
	 
	 	COMMUNITY CREMATORIUM SERVICES LIMITED	 	Speers Funeral Chapel Inc.	 	 	50.00	%
	Saskatchewan
	 	ADVANCE FUNERAL PLANNING LTD.	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	British Columbia
	 	GREGORY’S WILLIAMS LAKE FUNERAL HOME LTD.	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	Quebec
	 	GUAYCO INVESTMENTS INC./INVESTISSEMENTS GUAYCO	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	Quebec
	 	LES SALONS FUNERAIRES GUAY INC.	 	Guayco Investments Inc.	 	 	100.00	%
	Nova Scotia
	 	JAYNE’S FUNERAL HOME (1984) LIMITED	 	Alderwoods Group Canada Inc.	 	 	90.00	%
	Nova Scotia
	 	NAFCANCO ULC	 	Alderwoods Group, LLC	 	 	100.00	%
	Nova Scotia
	 	3056269 NOVA SCOTIA COMPANY	 	SCI International Limited	 	 	100.00	%
	Nova Scotia
	 	3056271 NOVA SCOTIA COMPANY	 	SCI International Limited	 	 	100.00	%
	Manitoba
	 	P. COUTU FUNERAL CHAPELS LTD.	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	Canadian Federal
	 	ALDERWOODS GROUP CANADA INC.	 	Alderwoods Group, LLC	 	 	100.00	%
	Canadian Federal
	 	SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED	 	SCI International Limited	 	 	1.00	%
	 
	 	SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED	 	ECI Capital Corporation	 	 	1.00	%
	 
	 	SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED	 	SCI Cerberus LLC	 	 	88.00	%
	 
	 	SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED	 	Service Corporation International Canada Funding L.P.	 	 	10.00	%
	Canadian Federal
	 	SSPI (CANADA) LTD.	 	Service Corporation International (Canada) Limited	 	 	100.00	%
	Cayman Islands
	 	SCI LATIN AMERICA LTD.	 	SCI International Limited	 	 	100.00	%
	Cayman Islands
	 	SCI CAYMAN II LTD.	 	SCI Latin America Ltd.	 	 	100.00	%
	Barbados
	 	LOEWEN FINANCIAL CORPORATION	 	Loewen International Holdings Ltd.	 	 	100.00	%
	Barbados
	 	LOEWEN INSURANCE HOLDINGS INC.	 	Loewen International Holdings Ltd.	 	 	100.00	%
	Barbados
	 	LOEWEN INTERNATIONAL HOLDINGS LTD.	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	Barbados
	 	LOEWEN TRADING CORPORATION	 	Alderwoods Group Canada Inc.	 	 	100.00	%
	Germany
	 	SCI D GmbH	 	SCI International Limited	 	 	100.00	%
	Germany
	 	BESTATTUNGSINSTITUT BARBEL BRAND GmbH	 	SCI D GmbH	 	 	100.00	%
	Germany
	 	NORDDEUTSCHE BESTATTUNGSGESELLSCHAFT mbH	 	SCI D GmbH	 	 	100.00	%
	Germany
	 	BREIDENSTEIN BESTATTUNGEN GMBH	 	SCI D GmbH	 	 	100.00	%
	Germany
	 	THOMAS AMM GMBH	 	SCI D GmbH	 	 	100.00	%
	Luxembourg
	 	SCI LUXEMBOURG SARL	 	SCI International Limited	 	 	100.00	%
	Malaysia
	 	ENLIGHTENED TRANSITION Sdn Bhd	 	SCI International Limited	 	 	100.00	%
	Malaysia
	 	BAHUA FUNERAL SERVICES Sdn Bhd	 	SCI International Limited	 	 	33.33	%
	Switzerland
	 	OSEFI HOLDINGS SA	 	SCI International Limited	 	 	100.00	%
	United Kingdom
	 	SCI UK INVESTMENTS LIMITED	 	SCI Administrative Services, LLC	 	 	100.00	%







 











 





SCHEDULE 6.01(c)




EXISTING INDEBTEDNESS




See attached.




Schedule 6.01(c)-1









 








Schedule 6.01(c)

Existing Indebtedness

Proforma’d for Private Placement Notes Extinguishment,

issuance of 8.000% senior notes (2021) and

draw on the Revolving Credit Facility

October 31, 2009

(USD)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	31-Oct-09	 	SENIOR	 	SENIOR	 	SUBORDINATED	 	 	 	 
	 	 	Maturity	 	Borrower	 	Guarantor	 	Security	 	Issue Date	 	Indenture	 	Total	 	Unsecured	 	Secured	 	Unsecured	 	Parent	 	Subsidiary
	Revolving Credit Lines
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	$300M Revolving Credit Facility (2011)
	 	 	11/28/2011	 	 	Service Corp Intl	 	None	 	None	 	 	 	 	 	None	 	 	149,333,333	 	 	 	149,333,333	 	 	 	0	 	 	 	0	 	 	 	149,333,333	 	 	 	0	 
	 	 	 
	Total Revolving Credit Lines
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	149,333,333	 	 	 	149,333,333	 	 	 	0	 	 	 	0	 	 	 	149,333,333	 	 	 	0	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Publicly Traded Notes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.375% senior notes (2014)
	 	 	10/3/2014	 	 	Service Corp Intl	 	None	 	None	 	 	2006	 	 	1993 Senior	 	 	245,000,000	 	 	 	245,000,000	 	 	 	0	 	 	 	0	 	 	 	245,000,000	 	 	 	0	 
	6.750% senior notes (2015)
	 	 	4/1/2015	 	 	Service Corp Intl	 	None	 	None	 	 	2007	 	 	1993 Senior	 	 	160,250,000	 	 	 	160,250,000	 	 	 	0	 	 	 	0	 	 	 	160,250,000	 	 	 	0	 
	6.750% senior notes (2016)
	 	 	4/1/2016	 	 	Service Corp Intl	 	None	 	None	 	 	2004	 	 	1993 Senior	 	 	233,143,000	 	 	 	233,143,000	 	 	 	0	 	 	 	0	 	 	 	233,143,000	 	 	 	0	 
	7.000% senior notes (2017)
	 	 	6/15/2017	 	 	Service Corp Intl	 	None	 	None	 	 	2005	 	 	1993 Senior	 	 	295,000,000	 	 	 	295,000,000	 	 	 	0	 	 	 	0	 	 	 	295,000,000	 	 	 	0	 
	7.625% senior notes (2018)
	 	 	10/3/2018	 	 	Service Corp Intl	 	None	 	None	 	 	2006	 	 	1993 Senior	 	 	250,000,000	 	 	 	250,000,000	 	 	 	0	 	 	 	0	 	 	 	250,000,000	 	 	 	0	 
	8.000% senior notes (2021)
	 	 	11/15/2021	 	 	Service Corp Intl	 	None	 	None	 	 	2009	 	 	1993 Senior	 	 	150,000,000	 	 	 	150,000,000	 	 	 	0	 	 	 	0	 	 	 	150,000,000	 	 	 	0	 
	7.500% senior notes (2027)
	 	 	4/1/2027	 	 	Service Corp Intl	 	None	 	None	 	 	2007	 	 	1993 Senior	 	 	200,000,000	 	 	 	200,000,000	 	 	 	0	 	 	 	0	 	 	 	200,000,000	 	 	 	0	 
	 	 	 
	Total Publicly Traded Notes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,533,393,000	 	 	 	1,533,393,000	 	 	 	0	 	 	 	0	 	 	 	1,533,393,000	 	 	 	0	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debentures
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acquisition Debentures (USD)
	 	 	6/30/2013	 	 	Service Corp Intl	 	None	 	None	 	 	1993	 	 	1992 Debenture	 	 	1,575,000	 	 	 	1,575,000	 	 	 	0	 	 	 	0	 	 	 	1,575,000	 	 	 	0	 
	7.875% debentures (2013)
	 	 	2/1/2013	 	 	Service Corp Intl	 	None	 	None	 	 	1993	 	 	1993 Senior	 	 	32,127,000	 	 	 	32,127,000	 	 	 	0	 	 	 	0	 	 	 	32,127,000	 	 	 	0	 
	Other Debentures (USD)
	 	Various	 	Various	 	None	 	None	 	Various	 	None	 	 	638,611	 	 	 	638,611	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	638,611	 
	 	 	 
	Total Debentures
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	34,340,611	 	 	 	34,340,611	 	 	 	0	 	 	 	0	 	 	 	33,702,000	 	 	 	638,611	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States (USD): Unsecured
	 	Various	 	Various Subs	 	None	 	None	 	 	 	 	 	None	 	 	33,944,548	 	 	 	33,944,548	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	33,944,548	 
	United States (USD): Secured
	 	Various	 	Various Subs	 	None	 	Various	 	 	 	 	 	None	 	 	2,009,716	 	 	 	0	 	 	 	2,009,716	 	 	 	0	 	 	 	0	 	 	 	2,009,716	 
	Aircraft Deposit Liability
	 	 	 	 	 	 	 	 	 	None	 	None	 	 	 	 	 	None	 	 	30,500,000	 	 	 	30,500,000	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	30,500,000	 
	US & Canada (USD): Capital Leases
	 	Various	 	Various Subs	 	Service Corp Intl	 	Aircraft & Vehicles	 	 	 	 	 	None	 	 	108,081,039	 	 	 	0	 	 	 	108,081,039	 	 	 	0	 	 	 	0	 	 	 	108,081,039	 
	Wilson Financial Group (USD): Capital Leases
	 	Various	 	Various Subs	 	Service Corp Intl	 	Vehicles	 	 	 	 	 	None	 	 	2,328,233	 	 	 	0	 	 	 	2,328,233	 	 	 	0	 	 	 	0	 	 	 	2,328,233	 
	Wilson Financial Group (USD): Unsecured
	 	Various	 	Various Subs	 	None	 	None	 	 	 	 	 	None	 	 	383,165	 	 	 	383,165	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	383,165	 
	Wilson Financial Group (USD): Secured
	 	Various	 	Various Subs	 	None	 	None	 	 	 	 	 	None	 	 	708,872	 	 	 	0	 	 	 	708,872	 	 	 	0	 	 	 	0	 	 	 	708,872	 
	 	 	 
	Total Other Debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	177,955,573	 	 	 	64,827,713	 	 	 	113,127,860	 	 	 	0	 	 	 	0	 	 	 	177,955,573	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unamortized Discounts & Hedge Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3,627,477	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Net Debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,891,395,040	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





SCHEDULE 6.03(b)




EXISTING LIENS




Schedule 6.03(b)-1









 






Schedule 6.03(b)

Existing Liens




USD (000 omitted)




	 	 	 	 	 
	Total Purchase Money and Acquisition Debt
	 	$	1,575	 






 









 








SCHEDULE 6.06(b)




EXISTING INVESTMENTS






Schedule 6.06(b)-1









 






Schedule 6.06(b)

Existing Investments




	 	 	 	 	 
	 	 	(000, omitted)	 
	Equity Investments
	 	 	 	 
	Boston Financial Group
	 	$	1,605	 
	Kenyon International Emergency Services Fund
	 	$	264	 
	Wilson Financial Group
	 	$	836	 
	 
	 	 	 
	 
	 	$	2,705	 
	 
	 	 	 
	 
	 	 	 	 
	Notes Receivable
	 	 	 	 
	Other Notes Receivable
	 	$	14,671	 
	 
	 	 	 
	 
	 	$	14,671	 
	 
	 	 	 






 









 








SCHEDULE 6.11




RESTRICTIVE AGREEMENTS





Schedule 6.11-1











 






Schedule 6.11

Restrictive Agreements



Senior Indenture, dated as of February 1, 1993, between Service Corporation International and The
Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee, as
amended and supplemented.



Documents and agreements pertaining to Wilson Financial Group, Inc. and its subsidiaries.




‘09 Misc. Schedule 6.11 Restrictive Agreements