exv4w3



 





Exhibit 4.3




 





SERVICE CORPORATION INTERNATIONAL

as Issuer




and




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

as Trustee




$200,000,000




SERIES A AND SERIES B




7.50% SENIOR NOTES DUE 2027




SEVENTH

SUPPLEMENTAL

INDENTURE




 






Dated as of April 9, 2007




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I ESTABLISHMENT OF NEW SERIES
	 	 	1	 
	Section 1.01 Establishment of New Series
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	2	 
	Section 2.01 Definitions
	 	 	2	 
	Section 2.02 Other Definitions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III THE NOTES
	 	 	5	 
	Section 3.01 Form
	 	 	5	 
	Section 3.02 Transfer of Transfer Restricted Securities
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV REDEMPTION
	 	 	6	 
	Section 4.01 Optional Redemption
	 	 	6	 
	Section 4.02 Mandatory Redemption
	 	 	6	 
	Section 4.03 Change of Control
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V AMENDMENT OF ORIGINAL INDENTURE
	 	 	8	 
	Section 5.01 Amendment of Article One of Original Indenture
	 	 	8	 
	Section 5.02 Amendment of Article Three of Original Indenture
	 	 	8	 
	Section 5.03 Amendment of Article Four of Original Indenture
	 	 	9	 
	Section 5.04 Amendments of Article Five of Original Indenture
	 	 	10	 
	Section 5.05 Amendment of Article Eleven of Original Indenture
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS
	 	 	12	 
	Section 6.01 Integral Part
	 	 	12	 
	Section 6.02 Additional Interest
	 	 	12	 
	Section 6.03 Adoption, Ratification and Confirmation
	 	 	12	 
	Section 6.04 Counterparts
	 	 	12	 
	Section 6.05 Governing Law
	 	 	12	 
	Section 6.06 Trustee Makes No Representation
	 	 	12	 
	 
	 	 	 	 
	EXHIBIT A: Form of Note
	 	 	 	 









-i-









 








     SEVENTH SUPPLEMENTAL INDENTURE dated as of April 9, 2007 (this “Supplemental Indenture”)
between Service Corporation International, a Texas corporation (the “Issuer”), and The Bank of New
York Trust Company, N.A., a national banking association, as successor to The Bank of New York, as
trustee (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Issuer has heretofore entered into a Senior Indenture, dated as of February 1,
1993 (the “Original Indenture”), with the Trustee, and a First Supplemental Indenture, dated as of
April 14, 2004, with the Trustee, a Second Supplemental Indenture, dated as of June 15, 2005, with
the Trustee, a Third Supplemental Indenture, dated as of October 3, 2006, with the Trustee, a
Fourth Supplemental Indenture, dated as of October 3, 2006, with the Trustee, a Fifth Supplemental
Indenture, dated as of November 28, 2006, with the Trustee, and a Sixth Supplemental Indenture,
dated as of April 9, 2007, with the Trustee;



     WHEREAS, the Original Indenture, as supplemented by this Supplemental Indenture, is herein
called the “Indenture”;



     WHEREAS, under the Original Indenture, the form and terms of a new series of Securities may at
any time be established by a supplemental indenture executed by the Issuer and the Trustee;



     WHEREAS, the Issuer proposes to create under the Indenture a new series of Securities;



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



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding obligation of the Issuer have been done or performed;



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:



ARTICLE I

ESTABLISHMENT OF NEW SERIES




     Section 1.01 Establishment of New Series.




     (a) There is hereby established a new series of Securities to be issued under the
Indenture, to be designated as the Issuer’s 7.50% Senior Notes due 2027 (the “Notes”). The
Notes shall be issued as either Series A Notes or Series B Notes, and any Notes may have
such additional designation.



1









 






     (b) There are to be authenticated and delivered the aggregate maximum principal amount
of $200,000,000 of the Series A Notes (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture or this Section and Sections
3.01 and 3.02 of this Supplemental Indenture). Further, from time to time after the
original issue date, Series B Notes may be authenticated and delivered in a principal amount
equal to the principal amount of the Series A Notes exchanged therefor either pursuant to
the Exchange Offer or otherwise in accordance with Section 3.02 hereof.




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




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




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




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



ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 2.01 Definitions. For purposes of this Supplemental Indenture and the Notes,
the following terms have the meanings indicated below. All capitalized terms used herein and not
otherwise defined below shall have the meanings ascribed thereto in the Original Indenture.



     “Additional Interest” means all additional interest owing on the Notes pursuant to a
registration default under the Registration Rights Agreement.



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



2









 





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



     “Capital Stock” means (a) in the case of a corporation, corporate stock; (b) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or
limited); and (c) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Change of Control” has the meaning assigned to it in Section 4.03 hereof.



     “Change of Control Offer” has the meaning assigned to it in Section 4.03 hereof.



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



     “Exchange Act” has the meaning assigned to it in Section 4.03 hereof.



     “Exchange Offer” means the offer by the Issuer to the Holders of all outstanding Transfer
Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by such
Holders for Series B Notes, in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.



     “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Raymond James & Associates,
Inc.



     “Issue Date” means April 9, 2007.



     “Notes” has the meaning assigned to it in Section 1.01(a) hereof, and includes both the Series
A Notes and the Series B Notes.



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



     “Perpetual Care Trust” means a trust established to provide perpetual care or maintenance for
any cemetery, mausoleum or columbarium.



3









 





     “Pre-Need Trust” means a trust established to hold funds related to the purchase of funeral or
cemetery goods or services on a pre-need basis.



     “Registration Rights Agreement” means the Registration Rights Agreement among the Issuer and
the Initial Purchasers dated April 9, 2007 relating to the Series A Notes to be issued, as such
agreement may be amended or modified from time to time.



     “Resale Restriction Termination Date” means the date which is two years after the later of the
original issue date of a Note and the last date on which the Issuer or any of its Affiliates was
the owner of such Note (or any predecessor thereof) or, in the case of Notes sold under Regulation
S, until 40 days after the later of the commencement of the offering of the Series A Notes and such
original issue date.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Series A Notes” means the Issuer’s 7.50% Series A Senior Notes due 2027 to be issued pursuant
to this Supplemental Indenture.



     “Series B Notes” means the Issuer’s 7.50% Series B Senior Notes due 2027 to be issued pursuant
to the Exchange Offer, or in another transaction pursuant to Section 3.02 hereof.



     “Subsidiary” means with respect to any Person: (a) any corporation, association, limited
liability company or other business entity (other than a partnership) of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and (b) any partnership, (i) the sole
general partner or the managing general partner of which is such Person or a Subsidiary of such
Person, or (ii) the only general partners of which are such Person or of one or more Subsidiaries
of such Person (or any combination thereof); provided, however, that no Pre-Need Trust or Perpetual
Care Trust shall be deemed to be a Subsidiary for purposes of this Supplemental Indenture



     “Transfer Restricted Securities” means any Notes outstanding prior to the Resale Restriction
Termination Date with respect to such Notes and which must bear the legend required under Section
3.02 hereof.



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



     Section 2.02  Other Definitions.



4









 





	 	 	 	 	 
	Defined Term	 	in Section	 
	“IAIs”
	 	 	3.01	 
	 
	 	 	 	 
	“QIBs”
	 	 	3.01	 
	 
	 	 	 	 
	“Regulation S”
	 	 	3.01	 
	 
	 	 	 	 
	“Rule 144A”
	 	 	3.01	 
	 
	 	 	 	 
	“U.S. Persons”
	 	 	3.01	 






ARTICLE III

THE NOTES




     Section 3.01 Form. The Notes shall be issued initially in the form of one or more
Global Securities as Series A Notes, and the Series A Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Supplemental Indenture, and the Issuer and the Trustee, by
their execution and delivery of this Supplemental Indenture, expressly agree to such terms and
provisions and to be bound thereby. The Notes shall be dated the date of their authentication.
The Series A Notes constituting Transfer Restricted Securities will be resold initially only to (a)
Qualified Institutional Buyers (as such term is defined in Section 144A of the Securities Act)
(“QIBs”) in reliance on Rule 144A of the Securities Act (“Rule 144A”) and (b) Persons other than
U.S. Persons (as defined under Regulation S under the Securities Act (“Regulation S”)) (“U.S.
Persons”) in reliance on Regulation S. Thereafter, the Series A Notes may be transferred to, among
others, QIBs, purchasers in reliance upon Regulation S and institutional “accredited investors” (as
defined in subparagraph (a)(1), (2), (3) or (7) of Rule 501 of the Securities Act (“IAIs”)) in
accordance with the procedures set forth in Rule 501 of the Securities Act. Pursuant to the terms
of the Registration Rights Agreement, upon consummation of the Exchange Offer contemplated thereby,
the Series A Notes constituting Transfer Restricted Securities will be exchanged by the Holders for
Series B Notes to be issued by the Issuer in accordance with Section 3.02 hereof. The Series B
Notes shall be issued initially in the form of one or more Global Securities, and the Series B
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit
A hereto, but without the first paragraph of the legend appearing on the face thereof.



     Section 3.02 Transfer of Transfer Restricted Securities. Every Note that is a
Transfer Restricted Security shall be subject to the restrictions on transfer provided in the
legend appearing on the face thereof; provided that the restrictions imposed by the legend upon the
transferability of any Note shall cease and terminate when such Note has been sold pursuant to an
effective registration statement under the Securities Act or transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the Resale
Restriction Termination Date . Any Note as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a surrender of such Note
for



5









 







exchange to the Registrar, be
exchanged for a new Note, of like tenor and aggregate principal amount, which shall not bear
the restrictive legend. The Issuer shall inform the Trustee of the effective date of any
registration statement registering the Notes under the Securities Act.



ARTICLE IV

REDEMPTION




     Section 4.01 Optional Redemption.




     (a) At its option, the Issuer may choose to redeem all or any portion of the Notes, at
once or from time to time.




     (b) To redeem the Notes, the Issuer must pay a redemption price in an amount determined
in accordance with the provisions of the form of Note in Exhibit A hereto.




     (c) Any redemption pursuant to this Section 4.01 shall be made pursuant to the
provisions of Sections 12.1 through 12.3 of the Original Indenture.



     Section 4.02 Mandatory Redemption. The Issuer shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes and shall have no obligation to
repurchase any Notes at the option of the Holders.



     Section 4.03 Change of Control. Upon the occurrence of any of the following events
(each a “Change of Control”), each Holder shall have the right to require that the Issuer
repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date):


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



(2) individuals who on the Issue Date constituted the full Board of Directors (together with any
new directors whose election by such Board of Directors or whose nomination for election by the
shareholders of the Issuer was approved by a vote of at least a majority of the directors of the
Issuer then still in office who were either directors on the Issue Date or whose election or
nomination for election was previously so approved) cease for any reason to constitute a majority
of the Board of Directors then in office;



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



(4) the merger or consolidation of the Issuer with or into another Person or the merger of another
Person with or into the Issuer, or the sale of all or substantially all the assets of the Issuer


6









 






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



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



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



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



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



(4) the instructions, as determined by the Issuer, consistent with this Section 4.03, that a Holder
must follow in order to have its Notes purchased.



The Issuer will not be required to make a Change of Control Offer following a Change of Control if
(1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth hereunder applicable to a Change of Control Offer made
by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer or (2) notice of redemption of all of the Notes has been given pursuant to the
Indenture unless and until there has been a default in payment of the applicable redemption price.
A Change of Control Offer may be made in advance of a Change of Control, conditional upon the
Change of Control, if a definitive agreement is in place for the Change of Control at the time of
making of the Change of Control Offer.



The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the
Exchange Act and any other securities laws or regulations in connection with the repurchase of
Notes pursuant to this Section 4.03. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 4.03, the Issuer shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.03 by virtue thereof.




7









 







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



On the purchase date, all Notes purchased by the Issuer under this Section 4.03 shall be delivered
by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus
accrued and unpaid interest, if any, to the Holders entitled thereto.



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




ARTICLE V

AMENDMENT OF ORIGINAL INDENTURE




     Section 5.01 Amendment of Article One of Original Indenture. The second paragraph of
Section 1.1 of the Original Indenture is hereby amended and restated, but only with respect to the
Notes, to read in its entirety as follows:




“All accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting principles,
and the term “generally accepted accounting principles” means such accounting
principles as are generally accepted in the United States at the date of the
supplemental indenture authorizing the issuance of the related Securities of such
series.”



     Section 5.02 Amendment of Article Three of Original Indenture. Section 3.6 of the
Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in
its entirety as follows:




“The Issuer will not mortgage, pledge, encumber or subject to any lien or security
interest, and no Subsidiary will mortgage, pledge, encumber or subject to any lien
or security interest, to secure any Indebtedness of the Issuer or any Indebtedness
of any Subsidiary (other than Indebtedness owing to the Issuer or a wholly-owned
Subsidiary) any assets without effectively providing that the Securities shall
thereby be secured equally and ratably with (or prior to) any other Indebtedness so
secured, unless, after giving effect thereto, the aggregate outstanding amount of
all such secured Indebtedness of the Issuer and its Subsidiaries (excluding secured



8









 






Indebtedness existing as of December 31, 2006 and any extensions, renewals or
refundings thereof that do not increase the principal amount of Indebtedness so
extended, renewed or refunded and excluding secured Indebtedness incurred pursuant
to subparagraphs (a), (b), (c), (d) and (e) below), together with all outstanding
Attributable Indebtedness from sale and leaseback transactions described in Section
3.7(1) of this Indenture, would not exceed 10% of Adjusted Consolidated Net Tangible
Assets of the Issuer and its Subsidiaries on the date such Indebtedness is so
secured; provided, however, that nothing in this Section 3.6 shall prevent the
Issuer or any Subsidiary:




(a) from acquiring and retaining property subject to mortgages, pledges,
encumbrances, liens or security interests existing thereon at the date of
acquisition thereof, or from creating within one year of such acquisition mortgages,
pledges, encumbrances or liens upon property acquired by it after December 31, 2006,
as security for purchase money obligations incurred by it in connection with the
acquisition of such property, whether payable to the Person from whom such property
is acquired or otherwise;




(b) from mortgaging, pledging, encumbering or subjecting to any lien or security
interest Current Assets to secure Current Liabilities;




(c) from mortgaging, pledging, encumbering or subjecting to any lien or security
interest property to secure Indebtedness under one or more Credit Facilities in an
aggregate principal amount not to exceed $500 million;




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




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



     Section 5.03 Amendment of Article Four of Original Indenture. Section 4.3 of the
Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in
its entirety as follows:




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



9









 






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




     (ii) all current reports that would be required to be filed with the Commission
on Form 8-K if the Issuer were required to file such reports.




(b) Whether or not required by the Commission, the Issuer will file a copy of all of
the information and reports referred to in Sections 4.3(a)(i) and (ii) with the
Commission for pubic availability within the time periods specified in the
Commission’s rules and regulations (unless the Commission will not accept such a
filing) and make such information available to securities analysts and prospective
investors upon request.




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




(d) The Issuer will comply with the requirements of Section 314 of the Trust
Indenture Act of 1939.




(e) The Issuer will furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer’s compliance with all
conditions and covenants under this Indenture. For purposes of this subsection (e),
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.”



     Section 5.04 Amendments of Article Five of Original Indenture.




     (a) Section 5.1(g) of the Original Indenture is hereby amended and restated, but only
with respect to the Notes, to read in its entirety as follows:




“(g) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by the Issuer or any Subsidiary or under any
mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed
by the Issuer or any Subsidiary (other than Non-Recourse Indebtedness),
whether such Indebtedness exists on the date hereof or shall hereafter be
created, which default shall have resulted in such Indebtedness



10









 







becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, or any default in payment of
such Indebtedness (after the expiration of any applicable grace periods and
the presentation of any debt instruments, if required), if the aggregate
amount of all such Indebtedness which has been so accelerated and with
respect to which there has been such a default in payment shall exceed
$10,000,000, without each such default and acceleration having been
rescinded or annulled within a period of 30 days after there shall have been
given to the Issuer by the Trustee by registered mail, or to the Issuer and
the Trustee by the Holders of at least 25 percent in aggregate principal
amount of the Securities of such series then Outstanding, a written notice
specifying each such default and requiring the Issuer to cause each such
default and acceleration to be rescinded or annulled and stating that such
notice is a “Notice of Default” hereunder; or”




     (b) The first sentence of the first paragraph following Section 5.1(h) of the Original
Indenture is hereby amended and restated, but only with respect to the Notes, to read in its
entirety as follows:




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



     Section 5.05 Amendment of Article Eleven of Original Indenture. Article Eleven of the
Original Indenture is hereby amended, but only with respect to the Notes, by the addition of the
following new Section at the end thereof:




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



11









 





ARTICLE VI

MISCELLANEOUS




     Section 6.01 Integral Part. This Supplemental Indenture constitutes an integral part
of the Indenture.



     Section 6.02 Additional Interest. In relation to the Notes, all references to
“interest” in the Original Indenture and in the Notes shall be deemed to include Additional
Interest, if any, unless the context otherwise requires.



     Section 6.03 Adoption, Ratification and Confirmation. The Original Indenture, as
supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.



     Section 6.04 Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed an original; and all such
counterparts shall together constitute but one and the same instrument.



     Section 6.05 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.



     Section 6.06 Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein
are deemed to be those of the Issuer and not of the Trustee.



[Signatures on following page]




12









 





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



	 	 	 	 	 
	 	 ISSUER:





SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	/s/
Harris
E. Loring, III 	 
	 	 	Harris E. Loring, III 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	TRUSTEE:





THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/
Alma Marcella Burgess 	 
	 	 	Name:  	Alma Marcella Burgess 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 








EXHIBIT A




[FACE OF SECURITY]





     [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) AND
(2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY OF
ITS AFFILIATES WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR IN THE CASE OF NOTES
SOLD UNDER REGULATION S, UNTIL 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE
NOTES AND SUCH ORIGINAL ISSUE DATE, ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U. S.
PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II)
IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. AS USED
HEREIN, THE TERMS “UNITED
STATES,” “OFFSHORE TRANSACTION” AND “U.S.



A-1









 





EXHIBIT A



PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.]1




     [UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE NOTES IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]2



     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]3



	 	 	 
	No.                      

	 	U.S. $                                        
	CUSIP                                         
	 	 






SERVICE CORPORATION INTERNATIONAL




7.50% Series [A][B] Senior Notes due 2027




     SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the “Issuer”), for value received,
hereby promises to pay to                      or registered assigns, at the office or agency of the
Issuer, the principal sum of $                                         U.S. dollars [or such greater or lesser amount as is
indicated on the Schedule of Transfers and Exchanges of Interests in the Global Security attached
hereto]4 on April 1, 2027 in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts, and to pay
interest





 




			
	1	 	To be included on Transfer Restricted Securities
only.
	 
	2	 	To be included only if the Note is issued in
global form.
	 
	3	 	To be included only if the Note is issued in
global form.
	 
	4	 	To be included only if the Note is issued in
global form.




A-2









 










EXHIBIT A



pay interest at an annual rate of 7.50% payable on April 1 and October 1 in each year, to the person or
persons in whose name the Note is registered at the close of business on the record date for such
interest which shall be the preceding March 15 or September 15 (whether or not such record date is
a Business Day (as defined in the Indenture)), respectively, commencing October 1, 2007, with
interest payable on October 1, 2007 consisting of interest accrued from April 9, 2007.




     Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.



     The statements set forth in the legend set forth above are an integral part of the terms of
this Note and by acceptance hereof the Holder of this Note agrees to be subject to, and bound by,
the terms and provisions set forth in each such legend, if any.



     This Note is issued in respect of an issue of an aggregate of U.S. $200,000,000 principal
amount of 7.50% Senior Notes due 2027 of the Issuer and is governed by the Senior Indenture dated
as of February 1, 1993 (the “Original Indenture”), duly executed and delivered by the Issuer to The
Bank of New York Trust Company, N.A., as successor Trustee, as supplemented by the Seventh
Supplemental Indenture dated as of April 9, 2007 (the “Seventh Supplemental Indenture” and,
together with the Original Indenture as supplemented by the Seventh Supplemental Indenture, the
“Indenture”). The terms of the Indenture are incorporated herein by reference. This Note shall in
all respects be entitled to the same benefits as definitive Notes under the Indenture.



     If and to the extent that any provision of the Indenture limits, qualifies, or conflicts with
any other provision of the Indenture which is required to be included in the Indenture by any of
Sections 310 to 317, inclusive, or is deemed applicable to the Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, as amended, such required provision shall control.



     The Issuer hereby irrevocably undertakes to the Holder hereof to exchange this Note in
accordance with the terms of the Indenture without charge.



     This Note shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been mutually signed by the Trustee under the Indenture.



A-3









 





EXHIBIT A




     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Corporate Seal




Attest:




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



Dated:                     




	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-4









 





EXHIBIT A




[REVERSE SIDE OF SECURITY]




SERVICE CORPORATION INTERNATIONAL




7.50% Series [A][B] Senior Notes due 2027




     This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Issuer (the “Securities”) of the series hereinafter specified, all issued or to
be issued under and pursuant to the Indenture, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Issuer and the Holders of the Securities. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the
Indenture. This Note is one of a series designated as the 7.50% Senior Notes due 2027 of the
Issuer, limited in aggregate principal amount to $200,000,000.



     If an Event of Default with respect to the Notes then Outstanding occurs and is continuing,
then and in each and every such case, unless the principal of all the Notes shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then Outstanding, by notice in writing to the Issuer (and to the
Trustee if given by Holders), may declare the unpaid principal amount of all the Notes and the
Optional Redemption Premium, if any, due thereon and the interest, if any, accrued thereon to be
due and payable immediately, and upon any such declaration the same shall become and shall be
immediately due and payable. Notwithstanding the preceding sentence, however, if at any time after
the unpaid principal amount of the Notes shall have been so declared due and payable and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as
provided in the Indenture, the Issuer shall pay or shall deposit with the Trustee a sum sufficient
to pay all matured installments of interest, if any, upon all of the Notes and the principal of any
and all the Notes with shall have become due otherwise than by acceleration and the reasonable
compensation, disbursements, expenses and advances of the Trustee, and any and all defaults under
the Indenture, other than the nonpayment of such portion of the principal amount of and accrued
interest, if any, on the Notes which shall become due by acceleration, shall have been cured or
shall have been waived or provision deemed by the Trustee to be adequate shall have been made
therefor – then in every such case the Holders of a majority in aggregate principal amount of the
Notes then Outstanding, by written notice to the Issuer and to the Trustee, may rescind and annul
such declaration and its consequences; but no such recession and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.



     It is also provided in the Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, the Holders of 66-2/3% in aggregate principal
amount then Outstanding of the Securities of such series may on behalf of the Holders of all the
Securities of such series waive any such past default or Event of Default and its consequences.
The preceding sentence shall not, however, apply to a default in the payment of the principal of or
interest on any of the Securities of such series. Any such consent or waiver by the Holder of this
Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future



A-5









 




EXHIBIT A





Holders and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.



     The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Securities at the time
Outstanding of any series affected, evidenced as provided in the Indenture, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that no such supplemental
indenture shall (i) extend the final maturity of any Security, or reduce the principal amount
thereof or reduce the rate or extend the time of payment of any interest thereon, reduce or alter
the method of computation of any amount payable on redemption or purchase thereof, change the coin
or currency in which principal and interest are payable, or impair or affect the rights of any
Holder to institute suit for the payment thereof or any right of purchase at the option of the
Holder, without the consent of the Holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities of any series, the Holders of which are required to consent to
any such supplemental indenture, without the consent of the Holder of each Security affected.



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



     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.



A-6









 




 EXHIBIT A



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.



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



     “Reference Treasury Dealer” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated
(and its successors), Banc of America Securities LLC (and its successors) and any other nationally
recognized investment banking firm that is a primary U.S. government securities dealer specified
from time to time by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 5:00 p.m., New York time,
on the third Business Day preceding the redemption date.



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



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.



     The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the
registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of
receiving payment of, or on account of, the principal hereof and subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in any Security, or because of any indebtedness evidenced thereby, shall be had against any
incorporator, past, present or future stockholder, officer or director, as such of the Issuer or of
any successor, either directly or through the Issuer or of any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance of the Security by the Holder and as part of the consideration for the issue of the
Security.



     Interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each.



A-7









 




 EXHIBIT A



     This Note shall be construed in accordance with and governed by the laws of the State of
Texas.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture.



A-8









 




 EXHIBIT A



SCHEDULE OF TRANSFERS AND EXCHANGES OF INTERESTS

IN THE GLOBAL SECURITY5




     The following exchanges of a part of this Global Security for an interest in another Global
Security, or exchanges of a part of another Global Security for an interest in this Global
Security, or redemptions or repurchases of a part of this Global Security, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount at	 	 
	 	 	 	 	 	 	Maturity	 	Signature of
	 	 	Amount of Decrease in	 	Amount of Increase in	 	of this Global Security	 	Authorized Officer
	 	 	Principal Amount	 	Principal Amount	 	Following such	 	of Trustee or
	       Date of Exchange	 	of this Global Security	 	of this Global Security	 	Decrease (or Increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 







 




			
	5	 	To be included only if the Note is issued in global form.




A-9









 




EXHIBIT A








ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto




 





(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
___, attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
 

	 	 
	 	*/
 

	 	 






[AFFIX MEDALLION SIGNATURE GUARANTEE]






 




			
	*/	 	NOTE: The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or
participation in STAMP or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.




A-10









 




EXHIBIT A








OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.03 of
the Supplemental Indenture, check the
box:
o




          If you want to elect to have only part of this Security purchased by the Issuer pursuant to
Section 4.03 of the Supplemental Indenture, state the amount in principal amount: $




	 	 	 	 	 	 	 
	Dated:                    

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears
	 	 
	 

	 	 	 	on the other side of this Security.)	 	 






	 	 	 	 	 
	Signature Guarantee:

	 	 
 

	 	 
	 
	 	 	 	 
	 

	 	(Signature must be guaranteed)	 	 






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




A-11









 




EXHIBIT A






CERTIFICATE OF TRANSFER TO BE DELIVERED UPON REGISTRATION OF

TRANSFER OR EXCHANGE OF RESTRICTED NOTES6





			
	To:   	 	Service Corporation International

1929 Allen Parkway

Houston, Texas 77019






			
	           Re:     	 	7.50% Senior Notes due 2027 (CUSIP:                    ) (the “Notes”) of Service
Corporation International (the “Company”).




This
certificate of transfer relates to $___ principal amount of Notes beneficially
owned by ___ (the “Transferor”) in (check applicable box):




o book-entry or       o certificated form




          The Transferor has requested a Registrar or the Trustee of the Notes to exchange or register
the transfer of such Notes.




          In connection with any transfer of any of the Notes prior to the Resale Restriction
Termination Date (as defined in the Indenture for the Notes), the undersigned registered owner of
this Security hereby certifies the Transferor is familiar with transfer restrictions relating to
the Notes, and with respect to $___ principal amount of the above-captioned Notes
presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer
or exchange where the Notes deliverable upon such exchange or conversion are to be registered in a
name other than that of the undersigned registered owner (each such transaction being a
“transfer”), that such transfer complies with the restrictive legend set forth on the face of the
Surrendered Notes for the reason checked below:




	 	 	 
	[_]

	 	A transfer of the Surrendered Notes is made to the Company; or
	 
	 	 
	[_]

	 	The transfer of the Surrendered Notes is pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”); or
	 
	 	 
	[_]

	 	The transfer of the Surrendered Notes complies with Rule 144A under the
Securities Act and is to a person whom the Transferor reasonably believes is a
Qualified Institutional Buyer (as defined in Rule 144A) purchasing for its own account
or the account of a Qualified Institutional Buyer and to whom notice has been given
that such transfer of the Surrendered Notes is being made in reliance on Rule 144A; or








 




			
	6	 	This certificate should only be
included if this Security is a Restricted Security.




A-12









 




EXHIBIT A








	 	 	 
	[_]

	 	The transfer of the Surrendered Notes is to an institutional Accredited
Investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and the Transferor further certifies that the transfer complies with the
applicable transfer restrictions and the requirements of the exemptions claimed, which
certification is supported by a certificate executed by the transferee in the form
approved by the Issuer (which may be obtained from the Trustee); or
	 
	 	 
	[_]

	 	The transfer of the Surrendered Notes is to a non-U.S. Person in an offshore
transaction in accordance with Regulation S under the Securities Act;





and, in each case, that such transfer complies with all applicable securities laws of the States
and the United States. Unless the box below is checked, the undersigned confirms that, to the
undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as
defined in Rule 144 under the Securities Act (an “Affiliate”).




	 	 	 
	[_]

	 	The transferee is an Affiliate of the Company.
	 
	 	 
	 

	 	Date:                                         






                                                            

Signature(s)




          (If the registered owner is a corporation, partnership or fiduciary, the title of the Person
signing on behalf of such registered owner must be stated.)




	 	 	 	 	 	 	 
	 	 	Signature Guaranteed	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Participant in a Recognized Signature

Guarantee Medallion Program	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Authorized Signatory	 	 







A-13