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EXHIBIT 4.13
DECLARATION OF TRUST
OF
SCI CAPITAL IV
THIS Declaration of Trust is made as of September 29, 1998
(this "Declaration of Trust"), by and between Service Corporation
International, a Texas corporation, as Sponsor (the "Sponsor"), and Chase
Manhattan Bank Delaware, a Delaware banking corporation, as trustee (the
"Delaware Trustee"). The Sponsor and the Delaware Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "SCI
Capital IV" (the "Trust"), in which name the Delaware Trustee or the Sponsor,
to the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and
sets over to the Delaware Trustee the sum of $10. The Delaware Trustee hereby
acknowledges receipt of such amount in trust from the Sponsor, which amount
shall constitute the initial trust estate. The Delaware Trustee hereby
declares that it will hold the trust estate in trust for the Sponsor. It is
the intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Delaware Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in such form as the Delaware Trustee may
approve.
3. The Sponsor and the Delaware Trustee will enter into
an amended and restated Declaration of Trust satisfactory to each such party
and substantially in the form to be included as an exhibit to the Registration
Statement on Form S-3, including any subsequent registration statements filed
under Rule 462(b) under the 1933 Act (as herein defined) (collectively, the
"1933 Act Registration Statement") referred to below, or in such other form as
the Delaware Trustee and the Sponsor may approve, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust or
Declaration, the Delaware Trustee shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Delaware Trustee may take all
actions deemed proper as are necessary to effect the transactions contemplated
herein.
4. The Sponsor and the Delaware Trustee hereby authorize
and direct the Sponsor, as the Sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and to execute, in the
case of the 1933 Act Registration Statement and 1934 Act Registration Statement
(as herein defined), on behalf of the Trust, (a) the 1933 Act Registration
Statement, including pre-effective or post-effective amendments to such
Registration Statement, with exhibits thereto, and any registration statements
filed under Rule 462(b), relating to the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust,
(b) any preliminary prospectus or prospectus or supplement thereto relating to
the Preferred Securities required to be filed pursuant to Rule 424 under the
1933 Act, and (c) a Registration
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Statement on Form 8-A or other appropriate form (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the Trust under
Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the New York Stock Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iv) to execute, deliver and perform on behalf of the Trust, an
underwriting agreement with the Sponsor and the underwriter or underwriters of
the Preferred Securities of the Trust; (v) to execute, deliver and perform on
behalf of the Trust a purchase agreement with the Sponsor for the purchase by
the Trust of certain debt securities to be issued by the Sponsor; and (vi) to
execute, deliver and perform on behalf of the Trust, a common securities
purchase agreement with the Sponsor for the purchase by the Sponsor of the
common securities to be issued by the Trust. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, the New York Stock Exchange or state securities or Blue Sky
laws to be executed on behalf of the Trust by the Delaware Trustee, the
Delaware Trustee, in its capacity as Delaware Trustee of the Trust, is hereby
authorized and directed to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing, it being understood that Delaware
Trustee, in its capacity as trustee of the Trust, shall not be required to join
in any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the New York Stock
Exchange or state securities or Blue Sky laws.
5. This Declaration of Trust may be executed in one or
more counterparts.
6. The number of trustees of the Trust initially shall
be one and thereafter the number of trustees of the Trust shall be such number
as shall be fixed from time to time by a written instrument signed by the
Sponsor which may increase or decrease the number of trustees of the Trust;
provided, however, that to the extent required by the Business Trust Act, one
trustee of the Trust shall either be a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
trustee of the Trust at any time. Any trustee of the Trust may resign upon
thirty days' prior notice to the Sponsor.
7. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
SERVICE CORPORATION INTERNATIONAL, as
Sponsor
By: /s/ James M. Shelger
Name: James M. Shelger
Title: Senior Vice President, General
Counsel and Secretary
CHASE MANHATTAN BANK DELAWARE, not in
its individual capacity
but solely as Delaware Trustee
By: /s/ John J. Cashin
Name: John J. Cashin
Title: Vice President