0001144204-15-048033 Sample Contracts

Service Corporation International Underwriting Agreement
Underwriting Agreement • August 11th, 2015 • Service Corporation International • Services-personal services • New York

Service Corporation International, a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 5.375% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of February 1, 1993 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “Trustee”), as supplemented by the Twelfth Supplemental Indenture dated as of May 12, 2014 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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