EXCHANGE AGENT & INFORMATION AGENT AGREEMENTAgent Agreement • October 10th, 2006 • Service Corporation International • Services-personal services • New York
Service Corporation International, a Texas corporation (the “Company”), is offering to exchange (i) up to $250,000,000 principal amount of its outstanding 7 3/8 % Senior Notes due 2014 (the “Old 2014 Notes”), for up to $250,000,000 principal amount of 7 3/8% Senior Notes due 2014 (the “New 2014 Notes”) and (ii) up to $250,000,000 principal amount of its outstanding 7 5/8 % Senior Notes due 2018 (the “Old 2018 Notes” and, together with Old 2014 Notes, the “Old Notes”), for up to $250,000,000 principal amount of 7 5/8% Senior Notes due 2018 (the “New 2018 Notes” and, together with the New 2014 Notes, the “New Notes”), upon the terms and conditions set forth in its Offer to Exchange, dated October ___, 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
