exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     This Second Amendment to Credit Agreement (this “Amendment”) dated as of August 10,
2009 (the “Effective Date”) among SERVICE CORPORATION INTERNATIONAL (the
“Borrower”); the undersigned Guarantors; the lenders (collectively, the “Lenders”)
now or hereafter party to the Credit Agreement (as hereinafter defined), and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Lenders;



W I T N E S S E T H:




     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain
Credit Agreement dated as of November 28, 2006 (as amended and supplemented to the date hereof, the
“Credit Agreement); and



     WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the Credit
Agreement;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations
and warranties herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Borrower and the Lenders do hereby agree as follows:



     Section 1. Section 6.06(n) of the Credit Agreement is hereby amended to read in its
entirety as follows:




     “(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 $200,000,000 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 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 Revolving Loan Commitments
as of such date and the aggregate Revolving Credit Exposure as of such date.”



     Section 2. Representations True; No Default. The Borrower represents and
warrants that the representations and warranties contained in Article III of the Credit Agreement
are true and correct in all material respects on and as of the date hereof as though made on and as
of such date (except if and to the extent that it relates to an earlier date, in which case such
representation and warranty shall be true as of such earlier date). The Borrower hereby certifies
that no event has occurred and is continuing which constitutes a Default or an Event of Default.



     Section 3. Ratification. The Borrower and each of the Guarantors hereby
ratifies all of its obligations under the Credit Agreement and each of the Loan Documents to which
it is a



 









 




party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to
which it is a party are and shall continue to be in full force and effect as amended and modified
by this Amendment. Nothing in this Amendment extinguishes, novates or releases any right, claim,
or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of
such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or
obligation created by or contained herein or therein, except as such covenants and obligations are
specifically amended by this Amendment.




     Section 4. Definitions and References. Any term used herein that is defined
in the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and
“Credit Agreement” as used in the Credit Agreement, the other Loan Documents or any other
instrument, document or writing furnished to the Administrative Agent or Lender by the Borrower and
referring to the Credit Agreement shall mean the Credit Agreement as amended.



     Section 5. Effectiveness. This Amendment shall become effective on the
Effective Date, conditioned upon (i) its execution and delivery by the Borrower and the Required
Lenders and (ii) payment by the Borrower of all applicable fees owing to each Lender that executes
this Amendment by 5:00 p.m., EDT on the Effective Date. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy or email shall be effective as delivery of a manually
executed counterpart of this Amendment.



     Section 6. Miscellaneous. This Amendment (a) is a Loan Document; (b) may be
executed in several counterparts, and by the parties hereto on separate counterparts, and each
counterpart, when so executed and delivered either in original, facsimile or electronic form, shall
constitute an original agreement, and all such separate counterparts shall constitute but one and
the same agreement; and (c) together with the other Loan Documents, embodies the entire agreement
and understanding between the parties with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating to such subject matter. The headings herein
shall be accorded no significance in interpreting this Amendment.



     THE LOAN DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES 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.



 









 





     IN WITNESS WHEREOF, the Borrower, the Guarantors, the Administrative Agent and the Lenders
have caused this Amendment to be signed by their respective duly authorized officers, effective as
of the date first above written.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent

 	 
	 	By:  	/s/ Hoby B. Dillon
 	 
	 	 	Hoby B. Dillon, Senior Vice President 	 
	 	 	 	 
	 
	 	BANK OF AMERICA, N.A., individually and as Syndication Agent

 	 
	 	By:  	/s/ Gary L. Mingle
 	 
	 	 	Gary L. Mingle, Senior Vice President 	 
	 	 	 	 
	 
	 	SCOTIABANC INC.

 	 
	 	By:  	/s/ J. F. Todd
 	 
	 	 	J. F. Todd, Managing Director 	 
	 	 	 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Dianne Felker
 	 
	 	 	Dianne Felker, Senior Vice President 	 
	 	 	 	 
	 
	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	By:  	/s/ Karen A. Browning
 	 
	 	 	Karen A. Browning, Vice President 	 
	 	 	 	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ William B. Pyle
 	 
	 	 	William B. Pyle, Senior Vice President 	 
	 	 	 	 



[Signature Page to Second Amendment to

Credit Agreement]


 









 






	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	William M. Ginn, Executive Officer 	 
	 	 	 	 
	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Mitchell A. Early
 	 
	 	 	Mitchell A. Early, Officer — Portfolio Manager 	 
	 	 	 	 
	 
	 	LEHMAN COMMERCIAL PAPER INC.

 	 
	 	By:  	 	 
	 	Name: 	 	 
	 	Title:  	 	 



[Signature Page to Second Amendment to

Credit Agreement]



 









 






	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Garrett McKinnon
 	 
	 	 	Garrett McKinnon, Senior Vice President 	 
	 	 	 	 
	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ Keith S. Page
 	 
	 	 	Keith S. Page, Senior Vice President 	 
	 	 	 	 
	 
	 	BANK OF TEXAS, N.A.

 	 
	 	By:  	/s/ Marian Livingston
 	 
	 	 	Marian Livingston, Senior Vice President 	 
	 	 	 	 
	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Toru Inoue
 	 
	 	 	Toru Inoue, Deputy General Manager 	 
	 	 	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ John Prigge
 	 
	 	 	John Prigge, Assistant Vice President 	 
	 	 	 	 
	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Frank Carvelli
 	 
	 	 	Frank Carvelli, Vice President 	 
	 	 	 	 



[Signature Page to Second Amendment to

Credit Agreement]


 









 






	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Shawn Wilson
 	 
	 	 	Shawn Wilson, Vice President 	 
	 	 	 	 



[Signature Page to Second Amendment to

Credit Agreement]


 









 






	 	 	 	 	 
	BORROWER: 	SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	/s/ Eric D. Tanzberger
 	 
	 	 	Eric D. Tanzberger, Senior Vice President, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 
	GUARANTORS: 	 SCI MANAGEMENT L.P.

 	 
	 	By:  	SCI ADMINISTRATIVE SERVICES, LLC,
 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	                                              /s/ Curtis G. Briggs 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 
	 
	 	SCI EASTERN MARKET SUPPORT CENTER, L.P.

 	 
	 	By:  	SCI EOPS HQ, INC., General Partner
 	 
	 
	 	By:  	                                              /s/ Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 
	 
	 	SCI HOUSTON MARKET SUPPORT CENTER, L.P.

 	 
	 	By:  	SCI HOUSTON HUB, INC., General Partner 
 	 
	 	 	 
	 	By:  	                                              /s/ Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 



[Signature Page to Second Amendment to

Credit Agreement]



 









 






	 	 	 	 	 
	 	ALDERWOODS (TEXAS) L.P.

 	 
	 	By:  	ALDERWOODS (PARTNER), INC.,  General Partner 
 	 
	 	 	 	 
	 	By:  	                                              /s/ Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 
	 
	 	DIRECTORS (TEXAS) L.P.

 	 
	 	By:  	DSP GENERAL PARTNER, INC.,  General Partner 
 	 
	 	 	 	 
	 	By:  	                                              /s/ Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 
	 
	 	PINEY GROVE, LLC

 	 
	 	By:  	/s/ Edward A. Fowler
 	 
	 	 	Edward A. Fowler, Manager 	 
	 	 	 	 
	 
	 	STORMY SKY, LLC

 	 
	 	By:  	/s/ Edward A. Fowler
 	 
	 	 	Edward A. Fowler, Manager 	 
	 	 	 	 
	 
	 	EACH OF THE OTHER SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO

 	 
	 	By:  	/s/ Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, President/Vice President 	 
	 	 	 	 
	 



[Signature Page to Second Amendment to

Credit Agreement]



 









 





SCHEDULE 1




GUARANTORS




ADMINISTRATION SERVICES, INC.

ADVANCE FUNERAL INSURANCE SERVICES

ADVANCE PLANNING OF AMERICA, INC.

ADVANCED PLANNING (ALABAMA), INC.

ADVANCED PLANNING OF GEORGIA, INC.

AFFILIATED FAMILY FUNERAL SERVICE, INC.

ALDERWOODS (ALABAMA), INC.

ALDERWOODS (ALASKA), INC.

ALDERWOODS (ARIZONA), INC.

ALDERWOODS (ARKANSAS), INC.

ALDERWOODS (CHICAGO CENTRAL), INC.

ALDERWOODS (CHICAGO NORTH), INC.

ALDERWOODS (COLORADO), INC.

ALDERWOODS (COMMISSIONER), INC.

ALDERWOODS (CONNECTICUT), INC.

ALDERWOODS (DELAWARE), INC.

ALDERWOODS (GEORGIA) HOLDINGS, INC.

ALDERWOODS (GEORGIA), INC.

ALDERWOODS (IDAHO), INC.

ALDERWOODS (ILLINOIS), INC.

ALDERWOODS (INDIANA), INC.

ALDERWOODS (KANSAS), INC.

ALDERWOODS (MARYLAND), INC.

ALDERWOODS (MASSACHUSETTS), INC.

ALDERWOODS (MICHIGAN), INC.

ALDERWOODS (MINNESOTA), INC.

ALDERWOODS (MISSISSIPPI), INC.

ALDERWOODS (MISSOURI), INC.

ALDERWOODS (MONTANA), INC.

ALDERWOODS (NEVADA), INC.

ALDERWOODS (NEW MEXICO), INC.

ALDERWOODS (NEW YORK), INC.

ALDERWOODS (NORTH CAROLINA), INC.

ALDERWOODS (OHIO) CEMETERY MANAGEMENT, INC.

ALDERWOODS (OHIO) FUNERAL HOME, INC.

ALDERWOODS (OKLAHOMA), INC.

ALDERWOODS (OREGON), INC.

ALDERWOODS (PARTNER), INC.

ALDERWOODS (PENNSYLVANIA), INC.

ALDERWOODS (RHODE ISLAND), INC.

ALDERWOODS (SOUTH CAROLINA), INC.

ALDERWOODS (TENNESSEE), LLC




[Schedule 1 to Signature Page]




 









 





ALDERWOODS (TEXAS) CEMETERY, INC.

ALDERWOODS (TEXAS), INC.

ALDERWOODS (VIRGINIA), INC.

ALDERWOODS (WASHINGTON), INC.

ALDERWOODS (WEST VIRGINIA), INC.

ALDERWOODS (WISCONSIN), INC.

ALDERWOODS GROUP (CALIFORNIA), INC.

ALDERWOODS GROUP, LLC

ALDERWOODS LIFE INSURANCE GROUP, INC.

AMERICAN BURIAL AND CREMATION CENTERS, INC.

AMG, INC.

AUMAN FUNERAL HOME, INC.

AUMAN’S, INC.

BAMFH, INC.

BENNETT-EMMERT-SZAKOVITS FUNERAL HOME, INC.

BRIGHT UNDERTAKING COMPANY

BURGEE-HENSS-SEITZ FUNERAL HOME, INC.

CALIFORNIA CEMETERY AND FUNERAL SERVICES, LLC

CAROTHERS HOLDING COMPANY, INC.

CEMCARE, INC.

CHAPEL HILL MEMORIAL GARDENS & FUNERAL HOME LTD.

CHARLES S. ZEILER & SON, INC.

CHAS. PETER NAGEL INC.

CHICAGO CEMETERY CORPORATION

CHRISTIAN FUNERAL SERVICES, INC.

CORAL RIDGE FUNERAL HOME AND CEMETERY, INC.

DANZANSKY-GOLDBERG MEMORIAL CHAPELS, INC.

DIGNITY MEMORIAL NETWORK, INC.

DIRECTORS CEMETERY (TEXAS), INC.

DIRECTORS SUCCESSION PLANNING II, INC.

DIRECTORS SUCCESSION PLANNING, INC.

DOBA-HABY INSURANCE AGENCY, INC.

DRMP HOLDINGS, INC.

DSP GENERAL PARTNER II, INC.

DSP GENERAL PARTNER, INC.

DUNWOOD CEMETERY SERVICE COMPANY

EAGLE FINANCIAL ASSOCIATES, INC.

EARTHMAN HOLDINGS, INC.

EARTHMAN LP, INC.

ECI ALABAMA SERVICES, LLC

ECI CAPITAL CORPORATION

ECI CEMETERY SERVICES OF GEORGIA, LLC

ECI CEMETERY SERVICES OF MARYLAND, LLC

ECI SERVICES OF MAINE, INC.

ECI SERVICES OF NEW HAMPSHIRE, INC.

ECI SERVICES OF SOUTH DAKOTA, INC.




[Schedule 1 to Signature Page]




 









 





ECI SERVICES OF VERMONT, INC.

ECI-CHAPEL HILL, INC.

ED MELENYZER CO.

EDWARD SAGEL FUNERAL DIRECTION, INC.

ELMWOOD ACQUISITION CORPORATION

ENSURE AGENCY OF PENNSYLVANIA, INC.

EVANS & EARLY, LLC

EVERGREEN FUNERAL HOME AND CEMETERY, INC.

FAMILY CARE, INC.

FHC REALTY, INC.

FLECK FUNERAL HOME, INC.

FLORIDA MARKER, LLC

FOUNTAINHEAD MEMORIAL PARK, LLC

FRANCIS F. SEIDEL, INC.

FUNERAL CORPORATION PENNSYLVANIA

FUNERAL SERVICE, INC.

FUNERAL SERVICES ACQUISITION GROUP, LLC

GARDEN SANCTUARY ACQUISITION, INC.

GARDEN STATE CREMATORY, INC.

GARY L. KAUFMAN FUNERAL HOME AT MEADOWRIDGE MEMORIAL PARK, INC.

GARY L. KAUFMAN FUNERAL HOME SOUTHWEST, INC.

GEORGE WASHINGTON CEMETERY COMPANY, LLC

GRACELAND CEMETERY DEVELOPMENT CO.

GREEN SERVICE CORPORATION

H. SAMSON, INC.

H.P. BRANDT FUNERAL HOME, INC.

HAROLD B. MULLIGAN CO., INC.

HAWAIIAN MEMORIAL LIFE PLAN, LTD.

HFCC HOLDINGS, INC.

HFH, INC.

HFJC HOLDINGS, INC.

I. J. MORRIS, INC.

INVESTMENT CAPITAL CORPORATION

JOSEPH GAWLER’S SONS, LLC

KADEK ENTERPRISES OF FLORIDA, INC.

KNEE FUNERAL HOME OF WILKINSBURG, INC.

LAKE VIEW MANAGEMENT COMPANY, INC.

LAKE VIEW MEMORIAL GARDENS, INC.

LAUGHLIN FUNERAL HOME, LTD.

LEMMON FUNERAL HOME OF DULANEY VALLEY, INC.

LINEBERRY GROUP, INC.

LORING BYERS FUNERAL DIRECTORS, INC.

MAKING EVERLASTING MEMORIES, L.L.C.

MEMORIAL GUARDIAN PLANS, INC.

MEMORIAL GUARDIAN PLANS, INC.

MFH, L.L.C.




[Schedule 1 to Signature Page]




 









 





MHI GROUP, LLC

MILLER-DIPPEL FUNERAL HOME, INC.

MR ADVERTISING AGENCY, LLC

MORAN-ASHTON FUNERAL HOME, INC.

MOUNT AUBURN MEMORIAL PARK, INC.

MOUNT VERNON MEMORIAL PARK

NAPLES MEMORIAL GARDENS, INC.

NATIONAL CREMATION SERVICE, INC.

NEW YORK FUNERAL CHAPELS, INC.

NEW YORK MARKER, LLC

NINETEEN THIRTY-FIVE HOLDINGS, INC.

NORTHEAST MONUMENT COMPANY, INC.

NORTHERN LAND COMPANY, INC.

OAK WOODS MANAGEMENT COMPANY

OSIRIS HOLDING CORPORATION

OSIRIS HOLDING OF FLORIDA, INC.

PANOLA COUNTY RESTLAND MEMORIAL PARK, INC.

PHOENIX MEMORIAL PARK ASSOCIATION

PINEVIEW MEMORIAL PARK, INC.

PIONEER FUNERAL PLANS, INC.

POTEET HOLDINGS, INC.

PSI FUNDING, INC.

REEVES, INC.

REMEMBRANCE MEMORIAL TRADITIONS, LLC

RG MEMORIAL CHAPELS, INC.

RH CEMETERY CORP.

RH MORTUARY CORPORATION

RIDGEWOOD CEMETERY COMPANY, INC.

ROBERT DOUGLAS GOUNDREY FUNERAL HOME, INC.

ROBERT L. HENDRICKS FUNERAL HOME, INC.

ROHLAND FUNERAL HOME

ROSE HILLS COMPANY

ROSE HILLS HOLDINGS CORP.

ROSEDALE CEMETERY COMPANY

ROSEDALE FUNERAL CHAPEL, INC.

RUZICH FUNERAL HOME, INC.

S & H PROPERTIES AND ENTERPRISES, INC.

SALVATORE AIR TRANSPORTATION CORP.

SAUL-GABAUER FUNERAL HOME, INC.

SCI ADMINISTRATIVE SERVICES, LLC

SCI ALABAMA FUNERAL SERVICES, LLC

SCI ALASKA FUNERAL SERVICES, INC.

SCI ARIZONA FUNERAL SERVICES, INC.

SCI ARKANSAS FUNERAL SERVICES, INC.

SCI CALIFORNIA FUNERAL SERVICES, INC.

SCI CAPITAL CORPORATION




[Schedule 1 to Signature Page]




 









 





SCI CERBERUS, LLC

SCI COLORADO FUNERAL SERVICES, INC.

SCI CONNECTICUT FUNERAL SERVICES, LLC

SCI EOPS HQ, INC.

SCI EXECUTIVE SERVICES, INC.

SCI FINANCIAL SERVICES, INC.

SCI FUNERAL & CEMETERY PURCHASING COOPERATIVE, INC.

SCI FUNERAL SERVICES OF FLORIDA, INC.

SCI FUNERAL SERVICES OF NEW YORK, INC.

SCI FUNERAL SERVICES, LLC

SCI GEORGIA FUNERAL SERVICES, INC.

SCI GEORGIA LAND, INC.

SCI HOUSTON HUB, INC.

SCI ILLINOIS SERVICES, INC.

SCI INDIANA FUNERAL SERVICES, INC.

SCI INTERNATIONAL LIMITED

SCI INVESTMENT SERVICES, INC.

SCI IOWA FINANCE COMPANY

SCI IOWA FUNERAL SERVICES, INC.

SCI KANSAS FUNERAL SERVICES, INC.

SCI KENTUCKY FUNERAL SERVICES, INC.

SCI LOAN SERVICES, LLC

SCI LOUISIANA FUNERAL SERVICES, INC.

SCI MARYLAND FUNERAL SERVICES, INC.

SCI MICHIGAN FUNERAL SERVICES, INC.

SCI MINNESOTA FUNERAL SERVICES, INC.

SCI MISSISSIPPI FUNERAL SERVICES, INC.

SCI MISSOURI FUNERAL SERVICES, INC.

SCI NEBRASKA FUNERAL SERVICES, INC.

SCI NEW JERSEY FUNERAL SERVICES, INC.

SCI NEW MEXICO FUNERAL SERVICES, INC.

SCI NORTH CAROLINA FUNERAL SERVICES, INC.

SCI OHIO FUNERAL SERVICES, INC.

SCI OKLAHOMA FUNERAL SERVICES, INC.

SCI OREGON FUNERAL SERVICES, INC.

SCI PENNSYLVANIA FUNERAL SERVICES, INC.

SCI RHODE ISLAND FUNERAL SERVICES, INC.

SCI SOUTH CAROLINA FUNERAL SERVICES, INC.

SCI SPECIAL, INC.

SCI TENNESSEE FUNERAL SERVICES, LLC

SCI TEXAS FINANCE COMPANY

SCI TEXAS FUNERAL SERVICES, INC.

SCI UTAH FUNERAL SERVICES, INC.

SCI VIRGINIA FUNERAL SERVICES, INC.

SCI WASHINGTON FUNERAL SERVICES, INC.

SCI WEST VIRGINIA FUNERAL SERVICES, INC.




[Schedule 1 to Signature Page]




 









 





SCI WESTERN MARKET SUPPORT CENTER, INC.

SCI WISCONSIN FUNERAL SERVICES, INC.

SECURITY TRUST PLANS, INC.

SENTINEL SECURITY PLANS, INC.

SOUTHEASTERN FUNERAL HOMES, INC.

ST. LAURENT FUNERAL HOME, INC.

STEPHENS BURIAL ASSOCIATION, INC.

STEPHENS FUNERAL BENEFIT ASSOCIATION, INC.

STEPHENS FUNERAL FUND, INC.

STERLING-ASHTON-SCHWAB FUNERAL HOME, INC.

STERLING-ASHTON-SCHWAB-WITZKE FUNERAL HOME OF CANTONVILLE, INC.

THE FRANK J. FISHER FUNERAL INSURANCE COMPANY

THE KNOLLWOOD CEMETERY COMPANY

THEO C. AUMAN, INC.

THOMAS M. QUINN & SONS, INC.

THWEATT FUNERAL INSURANCE COMPANY, INC.

TMJ LAND, INC.

TYLER MEMORIAL FUNERAL HOME AND CHAPEL, INC.

UNISERVICE CORPORATION

UNIVERSAL MEMORIAL CENTERS I, INC.

UNIVERSAL MEMORIAL CENTERS II, INC.

UNIVERSAL MEMORIAL CENTERS III, INC.

UNIVERSAL MEMORIAL CENTERS V, INC.

UNIVERSAL MEMORIAL CENTERS VI, INC.

VANCOUVER FUNERAL CHAPEL, INC.

WACO MEMORIAL PARK, INC.

WASATCH LAND AND IMPROVEMENT COMPANY

WESTMINSTER GARDENS, INC.

WFG LIQUIDATION CORPORATION

WIEN & WIEN, INC.

WITZKE FUNERAL HOMES, INC.

WMP, INC.

WOODLAWN CEMETERY OF CHICAGO, INC.

WOODLAWN MEMORIAL PARK, INC.

WORKMAN MILL INVESTMENT COMPANY

WPALM, INC.

ZS ACQUISITION, INC.




[Schedule 1 to Signature Page]