EXCHANGE AGENT & INFORMATION AGENT AGREEMENTExchange Agent & Information Agent Agreement • March 22nd, 2006 • Service Corporation International • Services-personal services • New York
Service Corporation International, a Texas corporation (the “Company”), is offering to exchange up to $300,000,000 principal amount of its outstanding 7.0% Senior Notes due 2017 (the “Old Notes”), for up to $300,000,000 principal amount of 7.0% Senior Notes due 2017 (the “New Notes"), upon the terms and conditions set forth in its Offer to Exchange, dated March ___, 2006 (the “Offer to Exchange”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits A and B, respectively, and which together, as they may be amended from time to time, constitute the “Offer.” The “Expiration Date” shall be 5 p.m. New York City time, on ___, 2006, as may be extended by the Company from time to time. Capitalized terms used herein but not otherwise defined herein shall have the meaning provided in the Offer. If there is any conflict between capitalized terms defined in this Agreement and the Offer, such terms shall have the meaning provided in the Offer.
