Exhibit 4.1
SUPPLEMENTAL INDENTURE
dated as of March 14, 1997
to the Indenture
dated as of November 1, 1987
by and between
SERVICE CORPORATION INTERNATIONAL
and
THE BANK OF NEW YORK,
as Trustee
SUPPLEMENTAL INDENTURE, dated as of March 14, 1997 (the "Supplemental
Indenture"), between SERVICE CORPORATION INTERNATIONAL (the "Company"), a Texas
corporation, and THE BANK OF NEW YORK, as trustee (the "Trustee"), to the
Indenture dated as of November 1, 1987 (as amended to the date hereof, the
"Original Indenture"), between the Company and the Trustee.
RECITALS
The Company duly authorized the creation of an issue of Medium-Term Notes,
Series A (the "Securities"), of substantially the tenor and amount set forth in
the Original Indenture, and to provide therefor the Company duly authorized the
execution and delivery of the Original Indenture;
All acts and things necessary were done to make the Securities, when
executed by the Company and authenticated and delivered under the Original
Indenture and duly issued by the Company, the valid obligations of the Company
and to make the Original Indenture a valid agreement of the Company in
accordance with the terms of the Original Indenture;
The Company has offered to purchase for cash (the "Tender Offer") all of
the outstanding Securities. In conjunction with the Tender Offer, the Company
has solicited consents (the "Consents") from Holders to certain proposed
amendments to the Original Indenture (the "Consent Solicitation");
This Supplemental Indenture incorporates the amendments to which such
Holders have consented; and
All acts and things necessary have been done to make this Supplemental
Indenture a valid agreement of the Company in accordance with the terms of the
Original Indenture.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
The parties hereto mutually covenant and agree and do hereby amend the
Original Indenture as follows:
ARTICLE I. Amendment to Section 1008. Paragraph (A) of the proviso to
Section 1008 is hereby deleted in its entirety and the following paragraph is
hereby substituted in lieu thereof:
("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 November 23, 1987, 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;"
ARTICLE II. Amendment to Section 101. The definition of "Subsidiary"
in Section 101 is hereby deleted in its entirety and the following definition
is hereby substituted in lieu thereof:
"'Subsidiary' means any corporation of which the Company, or the Company
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling any one or more of the Company
and its Subsidiaries to elect a majority of the directors of such
corporation, either at all times or so long as there is no default or
contingency which permits the holders of any other class or classes of
securities to vote for the election of one or more directors."
ARTICLE III. Miscellaneous.
(a) This Supplemental Indenture shall be construed as supplemental to the
Original Indenture and shall form a part thereof, and the Original Indenture is
hereby incorporated by reference herein and, as supplemented, modified and
restated hereby , is hereby ratified, approved and confirmed.
(b) THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT THAT THE RIGHTS AND
LIMITATIONS OF RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUSTEE HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ITS
CORPORATE TRUST OFFICE.
(c) This Supplemental Indenture may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective authorized officers as of the
day and year first above written.
SERVICE CORPORATION INTERNATIONAL
By: /s/ Gregory L. Cauthen
-------------------------------------
Name: Gregory L. Cauthen
Title: Vice President and Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Stephen J. Giurlando
-------------------------------------
Name: Stephen J. Giurlando
Title: Assistant Vice President