8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2013

STEWART ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

LOUISIANA	1-15449	72-0693290
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1333 South Clearview Parkway Jefferson, Louisiana	70121
(Address of principal executive offices)	(Zip Code)

(504) 729-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On December 23, 2013 (the “Effective Time”), Service Corporation International, a Texas corporation (“SCI”) completed its previously announced acquisition of Stewart Enterprises, Inc., a Louisiana corporation (“Stewart”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2013, by and among Stewart, SCI, and Rio Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SCI (“Acquisition Sub”). Pursuant to the Merger Agreement, Acquisition Sub merged with and into Stewart (the “Merger”), with Stewart surviving the Merger as a wholly owned subsidiary of SCI. As a result of the Merger, holders of Stewart’s Class A and Class B common stock are entitled to receive $13.25 in cash, without interest, for each share of common stock they hold (the “Per Share Merger Consideration”).

Item 1.01 Entry into a Material Definitive Agreement.

3.125% Senior Convertible Notes due 2014

On December 23, 2013, following the completion of the Merger, Stewart entered into a supplemental indenture (the “2014 Supplemental Indenture”) to that certain Indenture dated as of June 27, 2007 by and among Stewart, the guarantors named therein, and U.S. Bank National Association, as trustee, with respect to the 3.125% Senior Convertible Notes due 2014 (the “2014 Notes”). The 2014 Supplemental Indenture adjusts the conversion obligation for each $1,000 principal amount of 2014 Notes surrendered for conversion to be based from and after the Effective Time upon the Per Share Merger Consideration and be settled in cash.

A copy of the 2014 Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the 2014 Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

3.375% Senior Convertible Notes due 2016

On December 23, 2013, following the completion of the Merger, Stewart entered into a supplemental indenture (the “2016 Supplemental Indenture”) to that certain Indenture dated as of June 27, 2007 by and among Stewart, the guarantors named therein, and U.S. Bank National Association, as trustee, with respect to the 3.375% Senior Convertible Notes due 2016 (the “2016 Notes”). The 2016 Supplemental Indenture adjusts the conversion obligation for each $1,000 principal amount of 2016 Notes surrendered for conversion to be based from and after the Effective Time upon the Per Share Merger Consideration and be settled in cash.

A copy of the 2016 Supplemental Indenture is filed as Exhibit 4.2 hereto and is incorporated herein by reference. The description of the 2016 Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

6.50% Senior Notes due 2019

On December 23, 2013, following the completion of the Merger, Stewart, SCI and U.S. Bank National Association, as trustee, entered into a second supplemental indenture (the “Second Supplemental Indenture”) to that certain Indenture dated April 18, 2011 (the “2019 Indenture”) by and among Stewart, the guarantors named therein and the trustee with respect to the 6.50% Senior Notes due 2019 (the “2019 Notes”). Under the terms of the Second Supplemental Indenture, SCI agreed to fully and unconditionally guarantee the 2019 Notes and the obligations of Stewart under the terms of the 2019 Indenture.

A copy of the Second Supplemental Indenture is filed as Exhibit 4.3 hereto and is incorporated herein by reference. The description of the Second Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

Guarantee of SCI Credit Agreement

On December 23, 2013, following the completion of the Merger, Stewart and certain of its subsidiaries as subsidiary guarantors entered into a Guarantee Agreement (the “Guarantee Agreement”), pursuant to which Stewart and the subsidiary guarantors agreed to provide a guarantee of that certain Credit Agreement, dated as of July 2, 2013, among SCI, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

A copy of the Guarantee Agreement is filed as Exhibit 4.4 hereto and is incorporated herein by reference. The description of the Guarantee Agreement contained herein is qualified in its entirety by the full text of such exhibit.

Item 1.02 Termination of Material Definitive Agreement.

On December 23, 2013, following the completion of the Merger, Stewart terminated the Third Amended and Restated Credit Agreement, dated as of April 20, 2011, by and among Stewart, Empresas Stewart-Cementerios and Empresas Stewart-Funerarias, as borrowers, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto. As of December 23, 2013, there were no amounts drawn on the credit facility. All outstanding letters of credit will remain in place with Bank of America, N.A., as issuer, under SCI’s credit facility. No early termination or prepayment penalties were incurred.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 23, 2013, pursuant to the Merger Agreement, Acquisition Sub merged with and into Stewart, with Stewart surviving the Merger as a wholly owned subsidiary of SCI. At the Effective Time, each share of Stewart’s Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time converted automatically into the right to receive the Per Share Merger Consideration.

Also at the Effective Time, Stewart stock options and restricted shares were cancelled in exchange for the Per Share Merger Consideration or, in the case of stock options, the excess, if any, of the Per Share Merger Consideration over the exercise price of the option.

The foregoing description of the Merger and the rights of holders of Stewart’s Class A and Class B common stock is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Stewart’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2013 and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 23, 2013, in connection with closing of the Merger, Stewart notified The NASDAQ Stock Market, LLC (“NASDAQ”) that trading in Stewart’s Class A common stock should be suspended and the listing of Stewart’s Class A common stock on the NASDAQ Global Select Market should be removed. Stewart requested that NASDAQ file with the SEC an application on Form 25 to delist and deregister Stewart’s Class A common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Stewart intends to file with the SEC a Form 15 with respect to Stewart’s Class A common stock at the time such filing is permitted under SEC rules requesting that the reporting obligations of Stewart under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Items 1.01, 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

A change of control of Stewart occurred on December 23, 2013 upon the filing of certificates of merger with the Secretary of State of the State of Louisiana and the Secretary of State of the State of Delaware, at which time Acquisition Sub merged with and into Stewart. As a result of the Merger, Stewart became a wholly owned subsidiary of SCI, with SCI owning all of Stewart’s common stock. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On December 23, 2013, in connection with the Merger, Stewart and SCI agreed with the U.S. Federal Trade Commission to the entry of a consent decree and Order to Hold Separate and Maintain Assets, which has been accepted for public comment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated as of May 28, 2013, by and among Stewart Enterprises, Inc., Service Corporation International and Rio Acquisition Corp. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on May 29, 2013)
4.1	First Supplemental Indenture dated as of December 23, 2013 to the Indenture dated as of June 27, 2007 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee (relating to the 3.125% Senior Convertible Notes due 2014)
4.2	First Supplemental Indenture dated as December 23, 2013 to the Indenture dated as of June 27, 2007 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee (relating to the 3.375% Senior Convertible Notes due 2016)
4.3	Second Supplemental Indenture dated as of December 23, 2013 to the Indenture dated as of April 18, 2011 by and among Stewart Enterprises, Inc., Service Corporation International and U.S. Bank National Association, as trustee (relating to the 6.50% Senior Notes due 2014)
4.4	Guarantee Agreement dated as of December 23, 2013 made by Stewart Enterprises, Inc. and certain of its subsidiaries

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STEWART ENTERPRISES, INC.
December 23, 2013	/s/ Lewis J. Derbes, Jr.
	Lewis J. Derbes, Jr.
	Senior Vice President, Chief Financial Officer
	and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated as of May 28, 2013, by and among Stewart Enterprises, Inc., Service Corporation International and Rio Acquisition Corp. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on May 29, 2013)
4.1	First Supplemental Indenture dated as of December 23, 2013 to the Indenture dated as of June 27, 2007 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee (relating to the 3.125% Senior Convertible Notes due 2014)
4.2	First Supplemental Indenture dated as December 23, 2013 to the Indenture dated as of June 27, 2007 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee (relating to the 3.375% Senior Convertible Notes due 2016)
4.3	Second Supplemental Indenture dated as of December 23, 2013 to the Indenture dated as of April 18, 2011 by and among Stewart Enterprises, Inc., Service Corporation International and U.S. Bank National Association, as trustee (relating to the 6.50% Senior Notes due 2014)
4.4	Guarantee Agreement dated as of December 23, 2013 made by Stewart Enterprises, Inc. and certain of its subsidiaries

EX-4.1

Exhibit 4.1

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 23, 2013 (the “Effective Date”), is made by and among STEWART ENTERPRISES, INC., a Louisiana corporation (the “Company”), the Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”), under the Indenture referred to herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture dated as of June 27, 2007 (as previously amended, supplemented or modified, the “Indenture”), providing for the issuance of the Company’s 3.125% Senior Convertible Notes due 2014 (herein called the “Securities”);

WHEREAS, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2013, with Service Corporation International, a Texas corporation (“SCI”), and Rio Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SCI (“Merger Sub”);

WHEREAS, pursuant to the Merger Agreement, on the Effective Date, Merger Sub was merged into the Company with the Company being the surviving corporation (the “Merger”);

WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company’s Common Stock was converted into the right to receive $13.25 per share in cash, without interest (the “Merger Consideration”);

WHEREAS, the Merger constitutes a Business Combination under Section 4.10 of the Indenture;

WHEREAS, Section 4.10 of the Indenture provides that in the event of any Business Combination of the Company as a result of which holders of Common Stock are entitled to receive stock, other securities or other property or assets (including cash or any other combination thereof) with respect to or in exchange for Common Stock, the Company shall execute with the Trustee a supplemental indenture providing that from and after the effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 of the Indenture shall be based on, and each Remaining Share, if any, deliverable in respect of any such settlement shall consist of, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such Business Combination;

WHEREAS, Section 10.01(a) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder of a Security for the purpose of providing for modifications to conversion rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s property and assets occurs or otherwise complying with the provisions of the Indenture in the event of a merger, consolidation or transfer of assets (including the provisions of Section 4.10 of the Indenture); and

WHEREAS, notice of the anticipated Merger and the anticipated execution of this Supplemental Indenture was duly provided to Holders pursuant to Section 4.09 of the Indenture on November 27, 2013;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE 1

EFFECT OF MERGER

SECTION 1.1 Conversion of Securities

In accordance with Section 4.10 of the Indenture and notwithstanding anything therein to the contrary, from and after the Effective Date, upon settlement of any conversion of Securities in accordance with the terms of the Indenture, the Conversion Obligation for each $1,000 principal amount of Securities surrendered for conversion shall be an amount in cash equal to the Merger Consideration, multiplied by the Conversion Rate then applicable pursuant to the Indenture at the time of such conversion.

ARTICLE 2

MISCELLANEOUS

SECTION 2.1 Effectiveness of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 2.3 Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Supplemental Indenture or the Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

SECTION 2.6 Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.7 Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof and shall not affect the construction hereof.

SECTION 2.8 Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

SECTION 2.9 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 2.10 Counterparts. This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

SECTION 2.11 Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.

SECTION 2.12 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

COMPANY:
STEWART ENTERPRISES, INC.
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Vice President

GUARANTORS:

FOREST HILLS CEMETERY, LLC

GRIFFIN-LEGGETT INSURANCE AGENCY, LLC

S. E. FUNERAL HOMES OF ARKANSAS, LLC

S.E. FUNERAL HOMES OF CALIFORNIA, INC.

S.E. COMBINED SERVICES OF CALIFORNIA, INC.

SIMPLICITY PLAN OF CALIFORNIA, INC.

STEWART PRE-NEED SERVICES, INC.

CREMATION SOCIETY NORTHWEST, INC.

E.R. BUTTERWORTH & SONS

CHEATHAM HILL MEMORIAL PARK, INC.

THE SIMPLICITY PLAN, INC.

S.E. CEMETERIES OF ALABAMA, LLC

S.E. COMBINED SERVICES OF ALABAMA, LLC

S.E. FUNERAL HOMES OF ALABAMA, LLC

ROSE HAVEN FUNERAL HOME AND CEMETERY, INC.

S.E. FUNERAL HOMES OF ILLINOIS, INC.

D.W. NEWCOMER’S SONS, INC.

DWN PROPERTIES, INC.

THE LINCOLN MEMORIAL PARK CEMETERY ASSOCIATION

S.E. FUNERAL HOMES OF TENNESSEE, INC.

PASADENA FUNERAL HOME, INC.

S.E. FUNERAL HOMES OF TEXAS, INC.

S.E. CEMETERIES OF TEXAS, INC.

S.E. CEMETERIES OF WISCONSIN, INC.

FUNERAL SECURITY PLANS, INC.

HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.

BOUNDS FUNERAL HOME, INC.

CEDAR HILL CEMETERY COMPANY, INC.

CREST LAWN MEMORIAL GARDENS, INC.

FORT LINCOLN CEMETERY, INC.

FORT LINCOLN FUNERAL HOME, INC.

HILLCREST MEMORIAL CEMETERY, INC.

HINES-RINALDI FUNERAL HOME, INC.

JOHN M. TAYLOR FUNERAL HOME, INC.

LOUDON PARK CEMETERY COMPANY

LOUDON PARK FUNERAL HOME, INC.

NATIONAL HARMONY MEMORIAL PARK, INC.

PARKLAWN, INC.

SIMPLE TRIBUTE OF MARYLAND, INC.

THE PARKWOOD CEMETERY COMPANY

WILLIAM W. CHAMBERS, INC.

CATAWBA MEMORIAL PARK, INC.

GARRETT — HILLCREST, INC.

McLAURIN’S FUNERAL HOME, INC.

S.E. CEMETERIES OF NORTH CAROLINA, INC.

S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.

GEORGE WASHINGTON MEMORIAL PARK, INC.

KIRK & NICE SUBURBAN CHAPEL, INC.

KIRK & NICE, INC.

S.E. ACQUISITION OF PENNSYLVANIA, INC.

SUNSET MEMORIAL PARK COMPANY

DUNBAR FUNERAL HOME

S.E. CEMETERIES OF SOUTH CAROLINA, INC.

S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.

S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.

MONTE VISTA BURIAL PARK, INC.

S.E. COMBINED SERVICES OF TENNESSEE, INC.

CLINCH VALLEY MEMORIAL CEMETERY, INC.

EVERLY PFP, INC.

BARTLETT-BURDETTE-COX FUNERAL HOME, INC.

CASDORPH & CURRY FUNERAL HOME, INC.

EASTERN CEMETERY ASSOCIATES, INC.

KLINGEL-CARPENTER MORTUARY, INC.

LOI CHARLESTON, INC.

NATIONAL EXCHANGE TRUST, LTD

NATIONAL FUNERAL SERVICES, INCORPORATED

S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.

S.E. CEMETERIES OF WEST VIRGINIA, INC.

S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.

WILSON FUNERAL HOME, INC.

DRUID RIDGE CEMETERY COMPANY

PARKWOOD MANAGEMENT COMPANY

CHAPEL OF THE ROSES, INC.

CHAPEL OF THE VALLEY FUNERAL HOME, INC.

J.P. FINLEY AND SON MORTUARY, INC.

SUNSET HILLS MEMORIAL PARK

ABBY PLAN OF TEXAS, INC.

EMERALD HILLS FUNERAL CORPORATION

GUARDIAN CREMATION SOCIETY, INC.

SIMPLICITY PLAN OF TEXAS, INC.

S.E. COMBINED SERVICES OF TEXAS, INC.

S.E. FUNERAL HOME OF COPPELL, TEXAS, INC

GRIFFIN-LEGGETT, LLC

S.E. ACQUISITION OF CALIFORNIA, INC.

CEMETERY MANAGEMENT, INC.

EASTLAWN CORPORATION
HOLLY HILL MEMORIAL PARK, INC.
BALLYHOO INNOVATIONS, INC.
STEWART ENTERPRISES (EUROPE), INC.
S.E. MID-ATLANTIC, INC.
LAKEWOOD MEMORIAL PARK, INC.
MONTLAWN MEMORIAL PARK, INC.
S.E. ACQUISITION OF OREGON, INC.
THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.
LAKE LAWN METAIRIE FUNERAL HOME
S.E. FUNERAL HOMES OF FLORIDA, LLC
S.E. CEMETERIES OF FLORIDA, LLC
S.E. COMBINED SERVICES OF FLORIDA, LLC
EMPRESAS STEWART-FUNERARIAS, INC.
ENDURING MEMORIES, INC.
NAILKNOT, LLC
S.E. CEMETERIES OF VIRGINIA, LLC
S.E. FUNERAL HOMES OF VIRGINIA, LLC
STEWART RESOURCE CENTER, LLC
ACME MAUSOLEUM, LLC
S.E. CEMETERIES OF LOUISIANA, LLC
S.E. FUNERAL HOMES OF LOUISIANA, LLC
STEWART SERVICES, LLC
SYMPATHYSHOP.COM, L.L.C.
S.E. SOUTH-CENTRAL, LLC
KANAWHA PLAZA PARTNERSHIP
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Authorized Signatory

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Joshua A. Hahn
Name:	Joshua A. Hahn
Title:	Vice President

EX-4.2

Exhibit 4.2

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 23, 2013 (the “Effective Date”), is made by and among STEWART ENTERPRISES, INC., a Louisiana corporation (the “Company”), the Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”), under the Indenture referred to herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture dated as of June 27, 2007 (as previously amended, supplemented or modified, the “Indenture”), providing for the issuance of the Company’s 3.375% Senior Convertible Notes due 2016 (herein called the “Securities”);

WHEREAS, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2013, with Service Corporation International, a Texas corporation (“SCI”), and Rio Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SCI (“Merger Sub”);

WHEREAS, pursuant to the Merger Agreement, on the Effective Date, Merger Sub was merged into the Company with the Company being the surviving corporation (the “Merger”);

WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company’s Common Stock was converted into the right to receive $13.25 per share in cash, without interest (the “Merger Consideration”);

WHEREAS, the Merger constitutes a Business Combination under Section 4.10 of the Indenture;

WHEREAS, Section 4.10 of the Indenture provides that in the event of any Business Combination of the Company as a result of which holders of Common Stock are entitled to receive stock, other securities or other property or assets (including cash or any other combination thereof) with respect to or in exchange for Common Stock, the Company shall execute with the Trustee a supplemental indenture providing that from and after the effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 of the Indenture shall be based on, and each Remaining Share, if any, deliverable in respect of any such settlement shall consist of, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such Business Combination;

WHEREAS, Section 10.01(a) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder of a Security for the purpose of providing for modifications to conversion rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s property and assets occurs or otherwise complying with the provisions of the Indenture in the event of a merger, consolidation or transfer of assets (including the provisions of Section 4.10 of the Indenture); and

WHEREAS, notice of the anticipated Merger and the anticipated execution of this Supplemental Indenture was duly provided to Holders pursuant to Section 4.09 of the Indenture on November 27, 2013;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE 1

EFFECT OF MERGER

SECTION 1.1 Conversion of Securities .

In accordance with Section 4.10 of the Indenture and notwithstanding anything therein to the contrary, from and after the Effective Date, upon settlement of any conversion of Securities in accordance with the terms of the Indenture, the Conversion Obligation for each $1,000 principal amount of Securities surrendered for conversion shall be an amount in cash equal to the Merger Consideration, multiplied by the Conversion Rate then applicable pursuant to the Indenture at the time of such conversion.

ARTICLE 2

MISCELLANEOUS

SECTION 2.1 Effectiveness of Supplemental Indenture . Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

SECTION 2.2 Indenture Remains in Full Force and Effect . Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 2.3 Indenture and Supplemental Indenture Construed Together . This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 2.4 Confirmation and Preservation of Indenture . The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 2.5 Conflict with Trust Indenture Act . If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Supplemental Indenture or the Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

SECTION 2.6 Separability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.7 Headings . The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof and shall not affect the construction hereof.

SECTION 2.8 Benefits of Supplemental Indenture, etc . Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

SECTION 2.9 Certain Duties and Responsibilities of the Trustee . In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 2.10 Counterparts . This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

SECTION 2.11 Governing Law; Waiver of Jury Trial . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.

SECTION 2.12 The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

COMPANY:
STEWART ENTERPRISES, INC.
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Vice President

GUARANTORS:

FOREST HILLS CEMETERY, LLC

GRIFFIN-LEGGETT INSURANCE AGENCY, LLC

S. E. FUNERAL HOMES OF ARKANSAS, LLC

S.E. FUNERAL HOMES OF CALIFORNIA, INC.

S.E. COMBINED SERVICES OF CALIFORNIA, INC.

SIMPLICITY PLAN OF CALIFORNIA, INC.

STEWART PRE-NEED SERVICES, INC.

CREMATION SOCIETY NORTHWEST, INC.

E.R. BUTTERWORTH & SONS

CHEATHAM HILL MEMORIAL PARK, INC.

THE SIMPLICITY PLAN, INC.

S.E. CEMETERIES OF ALABAMA, LLC

S.E. COMBINED SERVICES OF ALABAMA, LLC

S.E. FUNERAL HOMES OF ALABAMA, LLC

ROSE HAVEN FUNERAL HOME AND CEMETERY, INC.

S.E. FUNERAL HOMES OF ILLINOIS, INC.

D.W. NEWCOMER’S SONS, INC.

DWN PROPERTIES, INC.

THE LINCOLN MEMORIAL PARK CEMETERY ASSOCIATION

S.E. FUNERAL HOMES OF TENNESSEE, INC.

PASADENA FUNERAL HOME, INC.

S.E. FUNERAL HOMES OF TEXAS, INC.

S.E. CEMETERIES OF TEXAS, INC.

S.E. CEMETERIES OF WISCONSIN, INC.

FUNERAL SECURITY PLANS, INC.

HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.

BOUNDS FUNERAL HOME, INC.

CEDAR HILL CEMETERY COMPANY, INC.

CREST LAWN MEMORIAL GARDENS, INC.

FORT LINCOLN CEMETERY, INC.

FORT LINCOLN FUNERAL HOME, INC.

HILLCREST MEMORIAL CEMETERY, INC.

HINES-RINALDI FUNERAL HOME, INC.

JOHN M. TAYLOR FUNERAL HOME, INC.

LOUDON PARK CEMETERY COMPANY

LOUDON PARK FUNERAL HOME, INC.

NATIONAL HARMONY MEMORIAL PARK, INC.

PARKLAWN, INC.

SIMPLE TRIBUTE OF MARYLAND, INC.

THE PARKWOOD CEMETERY COMPANY

WILLIAM W. CHAMBERS, INC.

CATAWBA MEMORIAL PARK, INC.

GARRETT — HILLCREST, INC.

McLAURIN’S FUNERAL HOME, INC.

S.E. CEMETERIES OF NORTH CAROLINA, INC.

S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.

GEORGE WASHINGTON MEMORIAL PARK, INC.

KIRK & NICE SUBURBAN CHAPEL, INC.

KIRK & NICE, INC.

S.E. ACQUISITION OF PENNSYLVANIA, INC.

SUNSET MEMORIAL PARK COMPANY

DUNBAR FUNERAL HOME

S.E. CEMETERIES OF SOUTH CAROLINA, INC.

S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.

S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.

MONTE VISTA BURIAL PARK, INC.

S.E. COMBINED SERVICES OF TENNESSEE, INC.

CLINCH VALLEY MEMORIAL CEMETERY, INC.

EVERLY PFP, INC.

BARTLETT-BURDETTE-COX FUNERAL HOME, INC.

CASDORPH & CURRY FUNERAL HOME, INC.

EASTERN CEMETERY ASSOCIATES, INC.

KLINGEL-CARPENTER MORTUARY, INC.

LOI CHARLESTON, INC.

NATIONAL EXCHANGE TRUST, LTD

NATIONAL FUNERAL SERVICES, INCORPORATED

S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.

S.E. CEMETERIES OF WEST VIRGINIA, INC.

S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.

WILSON FUNERAL HOME, INC.

DRUID RIDGE CEMETERY COMPANY

PARKWOOD MANAGEMENT COMPANY

CHAPEL OF THE ROSES, INC.

CHAPEL OF THE VALLEY FUNERAL HOME, INC.

J.P. FINLEY AND SON MORTUARY, INC.

SUNSET HILLS MEMORIAL PARK

ABBY PLAN OF TEXAS, INC.

EMERALD HILLS FUNERAL CORPORATION

GUARDIAN CREMATION SOCIETY, INC.

SIMPLICITY PLAN OF TEXAS, INC.

S.E. COMBINED SERVICES OF TEXAS, INC.

S.E. FUNERAL HOME OF COPPELL, TEXAS, INC

GRIFFIN-LEGGETT, LLC

S.E. ACQUISITION OF CALIFORNIA, INC.

CEMETERY MANAGEMENT, INC.

EASTLAWN CORPORATION
HOLLY HILL MEMORIAL PARK, INC.
BALLYHOO INNOVATIONS, INC.
STEWART ENTERPRISES (EUROPE), INC.
S.E. MID-ATLANTIC, INC.
LAKEWOOD MEMORIAL PARK, INC.
MONTLAWN MEMORIAL PARK, INC.
S.E. ACQUISITION OF OREGON, INC.
THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.
LAKE LAWN METAIRIE FUNERAL HOME
S.E. FUNERAL HOMES OF FLORIDA, LLC
S.E. CEMETERIES OF FLORIDA, LLC
S.E. COMBINED SERVICES OF FLORIDA, LLC
EMPRESAS STEWART-FUNERARIAS, INC.
ENDURING MEMORIES, INC.
NAILKNOT, LLC
S.E. CEMETERIES OF VIRGINIA, LLC
S.E. FUNERAL HOMES OF VIRGINIA, LLC
STEWART RESOURCE CENTER, LLC
ACME MAUSOLEUM, LLC
S.E. CEMETERIES OF LOUISIANA, LLC
S.E. FUNERAL HOMES OF LOUISIANA, LLC
STEWART SERVICES, LLC
SYMPATHYSHOP.COM, L.L.C.
S.E. SOUTH-CENTRAL, LLC
KANAWHA PLAZA PARTNERSHIP
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Authorized Signatory

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Joshua A. Hahn
Name:	Joshua A. Hahn
Title:	Vice President

EX-4.3

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2013, among Service Corporation International, a Texas corporation, (the “Parent”), the parent of Stewart Enterprises, Inc. (or its permitted successor), a Louisiana corporation (the “Company”), the Company, the Guarantors and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 18, 2011 and as amended and supplemented by a first supplemental indenture dated as of June 12, 2013 (the “Indenture”), providing for the issuance of 6.50% Senior Notes due 2019 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with the terms thereof, in each case with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes, which guarantee is provided in this Supplemental Indenture; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Parent, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee. The Parent hereby agrees as follows:

(a) Subject to Subsection 2(b) below, the Parent hereby fully and unconditionally guarantees (such guarantee being the “Parent Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, that: (i) the principal of, and interest on, the Notes promptly will be paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if any, if lawful (subject in all cases to any applicable grace periods), and all other obligations of the Company to the Holders and the Trustee under the Indenture and the Notes will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the payment dates specified by such extension or renewal, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed for whatever reason, the Parent shall be obligated to pay the same immediately. The Parent agrees that this is a guarantee of payment and not a guarantee of collection.

The Parent hereby agrees that its obligations hereunder shall be full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06 of the Indenture, the Parent hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Company or any custodian, Trustee, liquidator or other similar official acting in relation to the Company, any amount paid by the Company to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

The Parent agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

The Parent further agrees that (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent for the purposes of this Parent Guarantee. The Parent shall have the right to seek contribution from the Guarantors so long as the exercise of such right does not impair the rights of the Holders under this Parent Guarantee.

(b) The Parent, and by its acceptance of this Parent Guarantee, each Holder, hereby confirms that it is the intention of all such parties that the Parent Guarantee not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Parent hereby irrevocably agree that the obligations of the Parent under the Parent Guarantee shall be limited to the extent necessary so that they shall not constitute a fraudulent transfer or conveyance.

(c) The Parent shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by Parent pursuant to the provisions of the Parent Guarantee or the Indenture; provided, however, that the Parent shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Notes issued under the Indenture shall have been paid in full.

3. Execution and Delivery. The Parent agrees that the Parent Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Parent Guarantee.

4. Release. The Parent shall be released from all of its obligations under the Parent Guarantee and under the Indenture upon Legal Defeasance or Covenant Defeasance in accordance with Article Eight of the Indenture or upon satisfaction and discharge of the Indenture in accordance with Article Eleven of the Indenture.

5. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Parent, as such, shall have any liability for any obligations of the Company or the Parent under the Notes, any Parent Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

9. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent and the Company.

10. Ratification and Effect; Confirmation of Note Guarantees.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. Each Guarantor by its execution hereof hereby agrees pursuant to Section 5.01(c) of the Indenture that its Note Guarantee shall continue to be in full force and effect and shall apply to the obligations of the Company as the surviving entity of the merger between the Company and a wholly owned subsidiary of the Parent.

2

Upon and after the execution of this Supplemental Indenture, each reference in the Indenture shall mean and be a reference to the Indenture as modified hereby.

11. Conditions Precedent. The Company represents and warrants that each of the conditions precedent to the Supplemental Indenture (including the conditions contained in Section 9.02 of the Indenture) have been satisfied in all respects. The Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have consented to the Supplemental Indenture.

12. Conflicts and Invalidity.

To the extent of any inconsistency between the terms of the Indenture or the Global Notes and this Supplemental Indenture, the terms of this Supplemental Indenture will control.

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.

13. Entire Agreement. This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the matters set forth herein.

14. Successors. All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PARENT:
SERVICE CORPORATION INTERNATIONAL
By:	/s/ Eric D. Tanzberger
Name:	Eric D. Tanzberger
Title:	Senior Vice President, Chief Financial Officer and Treasurer

COMPANY:
STEWART ENTERPRISES, INC.
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Vice President

GUARANTORS:

FOREST HILLS CEMETERY, LLC

GRIFFIN-LEGGETT INSURANCE AGENCY, LLC

S. E. FUNERAL HOMES OF ARKANSAS, LLC

S.E. FUNERAL HOMES OF CALIFORNIA, INC.

S.E. COMBINED SERVICES OF CALIFORNIA, INC.

SIMPLICITY PLAN OF CALIFORNIA, INC.

STEWART PRE-NEED SERVICES, INC.

CREMATION SOCIETY NORTHWEST, INC.

E.R. BUTTERWORTH & SONS

CHEATHAM HILL MEMORIAL PARK, INC.

THE SIMPLICITY PLAN, INC.

S.E. CEMETERIES OF ALABAMA, LLC

S.E. COMBINED SERVICES OF ALABAMA, LLC

S.E. FUNERAL HOMES OF ALABAMA, LLC

ROSE HAVEN FUNERAL HOME AND CEMETERY, INC.

S.E. FUNERAL HOMES OF ILLINOIS, INC.

D.W. NEWCOMER’S SONS, INC.

DWN PROPERTIES, INC.

THE LINCOLN MEMORIAL PARK CEMETERY ASSOCIATION

S.E. FUNERAL HOMES OF TENNESSEE, INC.

PASADENA FUNERAL HOME, INC.

S.E. FUNERAL HOMES OF TEXAS, INC.

S.E. CEMETERIES OF TEXAS, INC.

S.E. CEMETERIES OF WISCONSIN, INC.

FUNERAL SECURITY PLANS, INC.

HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.

BOUNDS FUNERAL HOME, INC.

CEDAR HILL CEMETERY COMPANY, INC.

CREST LAWN MEMORIAL GARDENS, INC.

FORT LINCOLN CEMETERY, INC.

FORT LINCOLN FUNERAL HOME, INC.

HILLCREST MEMORIAL CEMETERY, INC.

HINES-RINALDI FUNERAL HOME, INC.

JOHN M. TAYLOR FUNERAL HOME, INC.

LOUDON PARK CEMETERY COMPANY

LOUDON PARK FUNERAL HOME, INC.

NATIONAL HARMONY MEMORIAL PARK, INC.

PARKLAWN, INC.

SIMPLE TRIBUTE OF MARYLAND, INC.

THE PARKWOOD CEMETERY COMPANY

WILLIAM W. CHAMBERS, INC.

CATAWBA MEMORIAL PARK, INC.

GARRETT — HILLCREST, INC.

MCLAURIN’S FUNERAL HOME, INC.

S.E. CEMETERIES OF NORTH CAROLINA, INC.

S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.

GEORGE WASHINGTON MEMORIAL PARK, INC.

KIRK & NICE SUBURBAN CHAPEL, INC.

KIRK & NICE, INC.

S.E. ACQUISITION OF PENNSYLVANIA, INC.

SUNSET MEMORIAL PARK COMPANY

DUNBAR FUNERAL HOME

S.E. CEMETERIES OF SOUTH CAROLINA, INC.

S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.

S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.

MONTE VISTA BURIAL PARK, INC.

S.E. COMBINED SERVICES OF TENNESSEE, INC.

CLINCH VALLEY MEMORIAL CEMETERY, INC.

EVERLY PFP, INC.

BARTLETT-BURDETTE-COX FUNERAL HOME, INC.

CASDORPH & CURRY FUNERAL HOME, INC.

EASTERN CEMETERY ASSOCIATES, INC.

KLINGEL-CARPENTER MORTUARY, INC.

LOI CHARLESTON, INC.

NATIONAL EXCHANGE TRUST, LTD

NATIONAL FUNERAL SERVICES, INCORPORATED

S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.

S.E. CEMETERIES OF WEST VIRGINIA, INC.

S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.

WILSON FUNERAL HOME, INC.

DRUID RIDGE CEMETERY COMPANY

PARKWOOD MANAGEMENT COMPANY

CHAPEL OF THE ROSES, INC.

CHAPEL OF THE VALLEY FUNERAL HOME, INC.

J.P. FINLEY AND SON MORTUARY, INC.

SUNSET HILLS MEMORIAL PARK

ABBY PLAN OF TEXAS, INC.

EMERALD HILLS FUNERAL CORPORATION

GUARDIAN CREMATION SOCIETY, INC.

SIMPLICITY PLAN OF TEXAS, INC.

S.E. COMBINED SERVICES OF TEXAS, INC.

S.E. FUNERAL HOME OF COPPELL, TEXAS, INC

GRIFFIN-LEGGETT, LLC

S.E. ACQUISITION OF CALIFORNIA, INC.

CEMETERY MANAGEMENT, INC.

EASTLAWN CORPORATION

HOLLY HILL MEMORIAL PARK, INC.

BALLYHOO INNOVATIONS, INC.

STEWART ENTERPRISES (EUROPE), INC.

S.E. MID-ATLANTIC, INC.

LAKEWOOD MEMORIAL PARK, INC.

MONTLAWN MEMORIAL PARK, INC.

S.E. ACQUISITION OF OREGON, INC.

THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.

LAKE LAWN METAIRIE FUNERAL HOME

S.E. FUNERAL HOMES OF FLORIDA, LLC

S.E. CEMETERIES OF FLORIDA, LLC

S.E. COMBINED SERVICES OF FLORIDA, LLC

EMPRESAS STEWART-FUNERARIAS, INC.

ENDURING MEMORIES, INC.

NAILKNOT, LLC

S.E. CEMETERIES OF VIRGINIA, LLC

S.E. FUNERAL HOMES OF VIRGINIA, LLC

STEWART RESOURCE CENTER, LLC

ACME MAUSOLEUM, LLC

S.E. CEMETERIES OF LOUISIANA, LLC

S.E. FUNERAL HOMES OF LOUISIANA, LLC

STEWART SERVICES, LLC

SYMPATHYSHOP.COM, L.L.C.

S.E. SOUTH-CENTRAL, LLC
KANAWHA PLAZA PARTNERSHIP
By:	/s/ Curtis G. Briggs
Name:	Curtis G. Briggs
Title:	Authorized Signatory

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Joshua A. Hahn
Name:	Joshua A. Hahn
Title:	Vice President

EX-4.4

Exhibit 4.4

GUARANTEE AGREEMENT

THIS GUARANTEE AGREEMENT (this “Guarantee”) dated as of December 23, 2013, made by each of the undersigned Subsidiaries of the Borrower (as defined below) and such other Subsidiaries of the Borrower which hereafter become parties to this Guarantee (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A. as Administrative Agent (the “Agent”) for the benefit of the Lenders pursuant to that certain Credit Agreement dated as of July 2, 2013 (as the same may have been and may hereafter be amended, supplemented and restated, the “Credit Agreement”), by and among the Borrower, the Agent and the Lenders.

W I T N E S S E T H

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make Loans to Service Corporation International, a Texas corporation (the “Borrower”) in a manner and upon the terms and conditions set forth therein;

WHEREAS, in accordance with the Credit Agreement, the Agent requires that the Guarantors execute a guarantee agreement guaranteeing the Obligations of the Borrower under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and agreements herein and in order to induce the Lenders to make the Loans pursuant to the Credit Agreement, the Guarantors hereby agree as follows:

Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement.

Section 2. Guarantee of Payment. Each Guarantor (not merely as a surety or guarantor of collection) hereby jointly, severally, unconditionally and irrevocably, guarantees the punctual payment and performance when due, whether at stated maturity, as an installment, by prepayment or by demand, acceleration or otherwise, of all Obligations of the Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “Expenses”). The Guarantors guarantee that the Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Credit Agreement. The Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that

in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guarantee and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that said Guarantor could pay without having such payment set aside as a fraudulent transfer or fraudulent conveyance or similar action under the U.S. Bankruptcy Code or applicable state or foreign law.

Section 3. Guarantee Absolute. The liability of each Guarantor under this Guarantee is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, the Credit Agreement or the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of the Credit Agreement or the Obligations, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-perfection of any collateral, for the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Credit Agreement or the Obligations; (d) without being limited by the foregoing, any lack of validity or enforceability of the Credit Agreement or the Obligations; (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the maximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.

Section 4. Guarantee Irrevocable. This Guarantee is a continuing guarantee of the payment of all Obligations now or hereafter existing under the Credit Agreement and shall remain in full force and effect until payment in full of all Obligations and other amounts payable under this Guarantee and until all Commitments of the Lenders to make Loans under the Credit Agreement shall be terminated in accordance with the terms thereof and the Credit Agreement is no longer in effect.

Section 5. Reinstatement. This Guarantee shall continue to be effective, or be automatically reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent on the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrower, any Guarantor, or any Person that is a party to the Loan Documents, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to any of the Borrower, any Guarantor or any other Person that is a party to the Loan Documents, or otherwise, all as though the payment had not been made.

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Section 6. Subrogation. Each Guarantor hereby agrees that it shall not exercise any rights which it may acquire by way of subrogation, by any payment made under this Guarantee or otherwise, until all the Obligations have been paid in full and the Credit Agreement is no longer in effect. Any amounts paid to a Guarantor on account of subrogation rights under this Guarantee at any time when all the Obligations have not been paid in full, shall be held in trust for the benefit of the Agent and shall promptly be paid to the Agent to be credited and applied to the Obligations, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Credit Agreement. If a Guarantor has made a payment to the Agent hereunder of all or any part of the Obligations and all the Obligations are paid in full and the Credit Agreement is no longer in effect, the Agent shall, at such Guarantor’s request, execute and deliver to the Guarantor the appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from the payment.

Section 7. Subordination. Any liabilities owed by the Borrower to the Guarantors in connection with any extension of credit or financial accommodation by the Guarantors to or for the account of the Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Obligations, and such liabilities of the Borrower to the Guarantors, if the Agent so requests, shall be collected, enforced and received by the Guarantors as trustee for the Agent and shall be paid over to the Agent on account of the Obligations.

Section 8. Certain Taxes. The Guarantors further agree that all payments to be made hereunder shall be made without setoff or counterclaim and free and clear of, and without deduction for Taxes. If any Taxes are required to be withheld from any amounts payable to the Agent hereunder, the amounts so payable to the Agent shall be increased to the extent necessary to yield to the Agent (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid by a Guarantor, as promptly as possible thereafter, such Guarantor shall send the Agent an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Agent.

Section 9. Representations and Warranties. Each of the Guarantors represents and warrants that: (a) this Guarantee (i) has been authorized by all necessary action; (ii) does not violate any agreement, instrument, law, regulation or order applicable to it; (iii) does not require the consent or approval of any Person, or any filing or registration of any kind; and (iv) is the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally; and (b) in executing and delivering this Guarantee, such Guarantor has not relied and will not rely upon any representations or warranties of the Agent not embodied herein or any acts heretofore or hereafter taken by the Agent (including but not limited to any review by the Agent of the affairs of the Borrower).

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Section 10. Remedies Generally. The remedies provided in this Guarantee are cumulative and not exclusive of any remedies provided by law.

Section 11. Setoff. Each Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim the Agent or the Lenders may otherwise have, the Agent and each of the Lenders shall be entitled, at their option, to offset balances (general or special, time or demand, provisional or final) held by them for the accounts of the Guarantors at any of the Agent’s or any Lender’s offices, in U.S. dollars or in any other currency, against any amount payable by the Guarantors under this Guarantee which is not paid when due, in which case it shall promptly notify the Guarantors thereof; provided that the Agent’s or any Lender’s failure to give such notice shall not affect the validity thereof.

Section 12. Formalities. Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Credit Agreement and this Guarantee and any liability to which the Credit Agreement and this Guarantee applies or may apply, and waives presentment, demand of payment, notice of intent to accelerate, notice of acceleration, notice of dishonor or nonpayment, and any requirement that the Agent institute suit, collection proceedings or take any other action to collect the Obligations, including any requirement that the Agent protect, secure, perfect or insure any security interest or Lien against any Property subject thereto or exhaust any right or take any action against the Borrower or any other Person (including the other Guarantors) or any collateral (it being the intention of the Agent and each Guarantor that the obligations of such Guarantor under this Guarantee are to be a guarantee of payment and not of collection) or that the Borrower or any other Person (including the other Guarantors) be joined in any action hereunder. Each Guarantor hereby waives marshaling of assets and liabilities, notice by the Agent of the creation of any Indebtedness or liability to which it applies or may apply, any amounts received by the Agent, notice of disposition or substitution of collateral and of the creation, advancement, increase, existence, extension, renewal, rearrangement and/or modification of the Obligations.

Section 13. Amendments and Waivers. No amendment or waiver of any provision of this Guarantee, nor consent to any release by any Guarantor therefrom, shall be effective unless it is in writing and signed by the Agent and such Guarantor, and then the waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Agent to exercise, and no delay in exercising, any right under this Guarantee shall operate as a waiver or preclude any other or further exercise thereof or the exercise of any other right.

Section 14. Expenses. The Guarantors shall reimburse the Agent on demand for all Expenses without duplication of any reimbursements affected under the Credit Agreement. The obligations of the Guarantors under this Section shall survive the termination of this Guarantee.

Section 15. Assignment. This Guarantee shall be binding on, and shall inure to the benefit of the Guarantors, the Agent and their respective successors and assigns; provided that the Guarantors may not assign or transfer their respective rights or obligations under this Guarantee. Without limiting the generality of the foregoing: (a) the obligations of the Guarantors under this Guarantee shall continue in full force and effect and shall be binding on any successor partnership and on previous partners and their respective estates if any of the

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Guarantors is a partnership, regardless of any change in the partnership as a result of death, retirement or otherwise; and (b) the Agent may assign, or otherwise transfer its rights under the Credit Agreement to any other person or entity in accordance with the terms and conditions thereof, and the other person or entity shall then become vested with all the rights granted to the Agent in this Guarantee or otherwise. Any Guarantor may merge into the Borrower or another Guarantor as provided in the Credit Agreement.

Section 16. Captions. The headings and captions in this Guarantee are for convenience only and shall not affect the interpretation or construction of this Guarantee.

Section 17. Governing Law, Etc. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS. EACH GUARANTOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF HOUSTON. SERVICE OF PROCESS BY THE AGENT IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON EACH GUARANTOR IF SENT TO SUCH GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY SUCH GUARANTOR FROM TIME TO TIME. EACH GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTEE.

Section 18. Integration; Effectiveness. This Guarantee alone sets forth the entire understanding of the Guarantors and the Agent relating to the guarantee of the Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guarantee shall become effective when it shall have been executed and delivered by the Guarantors to the Agent. Delivery of an executed signature page of this Guarantee by telecopy shall be effective as delivery of a manually executed signature page of this Guarantee.

Section 19. Automatic Release. As provided in Section 9.02 of the Credit Agreement, a Guarantor shall be automatically released from its obligations under this Guarantee upon the satisfaction of the conditions set forth therein.

Section 20. Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all

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of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 20 shall remain in full force and effect until terminated in accordance with the terms hereof. Each Qualified ECP Guarantor intends that this Section 20 constitute, and this Section 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used in this Section 20, the term “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

STEWART ENTERPRISES, INC.; ABBEY PLAN OF TEXAS, INC.; ACME MAUSOLEUM, LLC; BALLYHOO INNOVATIONS, INC.; BARTLETT-BURDETTE-COX FUNERAL HOME, INC.; BOUNDS FUNERAL HOME, INC.; CASDORPH & CURRY FUNERAL HOME, INC.; CATAWBA MEMORIAL PARK, INC.; CEDAR HILL CEMETERY COMPANY, INC.; CEMETERY MANAGEMENT, INC.; CHAPEL OF THE ROSES, INC.; CHAPEL OF THE VALLEY FUNERAL HOME, INC.; CHEATHAM HILL MEMORIAL PARK, INC.; CLINCH VALLEY MEMORIAL CEMETERY, INC.; CREMATION SOCIETY NORTHWEST, INC.; CREST LAWN MEMORIAL GARDENS, INC.; D. W. NEWCOMER’S SONS, INC.; DRUID RIDGE CEMETERY COMPANY; DUNBAR FUNERAL HOME; DWN PROPERTIES, INC.; E.R. BUTTERWORTH & SONS; EASTERN CEMETERY ASSOCIATES, INC.; EASTLAWN CORPORATION; EMERALD HILLS FUNERAL CORPORATION; EMPRESAS STEWART – FUNERARIAS, INC.; ENDURING MEMORIES, INC.; EVERLY PFP, INC.; FOREST HILLS CEMETERY, LLC; FORT LINCOLN CEMETERY, INC.; FORT LINCOLN FUNERAL HOME, INC.; FUNERAL SECURITY PLANS, INC.; GARRETT-HILLCREST, INC.; GEORGE WASHINGTON MEMORIAL PARK, INC.; GRIFFIN-LEGGETT INSURANCE AGENCY, LLC; GRIFFIN-LEGGETT, LLC; GUARDIAN CREMATION SOCIETY, INC.; HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.; HILLCREST MEMORIAL CEMETERY, INC.; HINES-RINALDI FUNERAL HOME, INC.; HOLLY HILL MEMORIAL PARK, INC.; J.P. FINLEY AND SON MORTUARY, INC.; JOHN M. TAYLOR FUNERAL HOME, INC.; KIRK & NICE SUBURBAN CHAPEL, INC.; KIRK & NICE, INC.; KLINGEL-CARPENTER MORTUARY, INC.; LAKEWOOD MEMORIAL PARK, INC.; LOI CHARLESTON, INC.; LOUDON PARK CEMETERY COMPANY; LOUDON PARK FUNERAL HOME, INC.; MCLAURIN’S FUNERAL HOME, INC.; MONTE VISTA BURIAL PARK, INC.; MONTLAWN MEMORIAL PARK, INC.; NAILKNOT, LLC; NATIONAL EXCHANGE TRUST, LTD.; NATIONAL FUNERAL SERVICES, INCORPORATED; NATIONAL HARMONY MEMORIAL PARK, INC.; PARKLAWN, INC.; PARKWOOD MANAGEMENT COMPANY; PASADENA FUNERAL HOME, INC.; ROSE HAVEN FUNERAL HOME & CEMETERY, INC.; S. E. CEMETERIES OF SOUTH CAROLINA, INC.; S. E. COMBINED SERVICES OF FLORIDA, LLC; S. E. COMBINED SERVICES OF SOUTH CAROLINA, INC.; S. E.

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COMBINED SERVICES OF TENNESSEE, INC.; S. E. FUNERAL HOME OF COPPELL, TEXAS, INC.; S. E. FUNERAL HOMES OF NORTH CAROLINA, INC.; S. E. FUNERAL HOMES OF SOUTH CAROLINA, INC.; S. E. FUNERAL HOMES OF TEXAS, INC.; S. E. SOUTH-CENTRAL, LLC; S.E. ACQUISITION OF CALIFORNIA, INC.; S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.; S.E. ACQUISITION OF OREGON, INC.; S.E. ACQUISITION OF PENNSYLVANIA, INC.; S.E. CEMETERIES OF ALABAMA, LLC; S.E. CEMETERIES OF FLORIDA, LLC; S.E. CEMETERIES OF LOUISIANA, LLC; S.E. CEMETERIES OF NORTH CAROLINA, INC.; S.E. CEMETERIES OF TEXAS, INC.; S.E. CEMETERIES OF VIRGINIA, LLC; S.E. CEMETERIES OF WEST VIRGINIA, INC.; S.E. CEMETERIES OF WISCONSIN, INC.; S.E. COMBINED SERVICES OF ALABAMA, LLC; S.E. COMBINED SERVICES OF CALIFORNIA, INC.; S.E. COMBINED SERVICES OF TEXAS, INC.; S.E. FUNERAL HOMES OF ALABAMA, LLC; S.E. FUNERAL HOMES OF ARKANSAS, LLC; S.E. FUNERAL HOMES OF CALIFORNIA, INC.; S.E. FUNERAL HOMES OF FLORIDA, LLC; S.E. FUNERAL HOMES OF ILLINOIS, INC.; S.E. FUNERAL HOMES OF LOUISIANA, LLC; S.E. FUNERAL HOMES OF TENNESSEE, INC.; S.E. FUNERAL HOMES OF VIRGINA, LLC; S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.; S.E. MID-ATLANTIC, INC.; SIMPLE TRIBUTE OF MARYLAND, INC.; SIMPLICITY PLAN OF CALIFORNIA, INC.; SIMPLICITY PLAN OF TEXAS, INC.; STEWART ENTERPRISES (EUROPE) INC.; STEWART PRE-NEED SERVICES, INC.; STEWART RESOURCE CENTER, LLC; STEWART SERVICES, LLC; SUNSET HILLS MEMORIAL PARK; SUNSET MEMORIAL PARK COMPANY; SYMPATHYSHOP.COM, LLC; THE LINCOLN MEMORIAL PARK CEMETERY ASSOCIATION; THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.; THE PARKWOOD CEMETERY COMPANY; THE SIMPLICITY PLAN, INC., and WILLIAM W. CHAMBERS, INC.

By:	/s/ Curtis G. Briggs
	Curtis G. Briggs
	President or Vice President
	of each of the above-named entities

KANAWHA PLAZA PARTNERSHIP		LAKE LAWN METAIRIE FUNERAL HOME
By:	S. E. MID-ATLANTIC, INC.;	By:	STEWART ENTERPRISES, INC. and
	S. W. CEMETERIES OF VIRGINIA, LLC, and S. E. CEMETERIES OF WEST VIRGINIA, INC., its general partners		S. E. FUNERAL HOMES OF LOUISIANA, LLC, its general partners
By:	/s/ Curtis G. Briggs	By:	/s/ Curtis G. Briggs
	Curtis G. Briggs President or Vice President of each of the above-named general partners		Curtis G. Briggs President or Vice President of each of the above-named general partners

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