FOURTH SUPPLEMENTAL INDENTURE

Exhibit 4.3

SERVICE CORPORATION INTERNATIONAL

as Issuer

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee

$250,000,000

SERIES A AND SERIES B

7 ⁵ / ₈ % SENIOR NOTES DUE 2018

FOURTH
SUPPLEMENTAL
INDENTURE

Dated as of October 3, 2006

TABLE OF CONTENTS

     FOURTH SUPPLEMENTAL INDENTURE dated as of October 3, 2006 (this “Supplemental Indenture”) between Service Corporation International, a Texas corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking corporation, as successor to The Bank of New York, as trustee (the “Trustee”).

W I T N E S S E T H:

     WHEREAS, the Issuer has heretofore entered into a Senior Indenture, dated as of February 1, 1993 (the “Original Indenture”), with the Trustee, a First Supplemental Indenture, dated as of April 14, 2004, with the Trustee (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of June 15, 2005, with the Trustee (the “Second Supplemental Indenture”) and a Third Supplemental Indenture, dated as of October 3, 2006, with the Trustee (the “Third Supplemental Indenture”);

     WHEREAS, the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture”;

     WHEREAS, under the Original Indenture, the form and terms of a new series of Securities may at any time be established by a supplemental indenture executed by the Issuer and the Trustee;

     WHEREAS, the Issuer proposes to create under the Indenture a new series of Securities;

     WHEREAS, additional Securities of this series and other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Original Indenture as at the time supplemented and modified; and

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done or performed;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
ESTABLISHMENT OF NEW SERIES

     Section 1.01 Establishment of New Series .

     (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Issuer’s 7 ⁵ / ₈ % Senior Notes due 2018 (the “Notes”). The Notes shall be issued as either Series A Notes or Series B Notes, and any Notes issued under this Supplemental Indenture shall be designated as either Series A Notes or Series B Notes.

     (b) On the Issue Date, the Trustee shall authenticate and deliver $250,000,000 of the Series A Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in accordance with Sections 2.3 and 2.4 of the Original Indenture in an aggregate principal amount specified in the applicable Issuer Order. Further, from time to time after the original issue date, Notes shall be authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes as set forth in the Original Indenture or in the Appendix hereto.

     (c) The Notes shall be issued initially in the form of one or more Global Securities in substantially the form set out in the Appendix or Exhibit A hereto. The Depositary with respect to the Notes shall be The Depository Trust Company.

     (d) Each Note shall be dated the date of authentication thereof and shall bear interest as provided in the form of Note in the Appendix or Exhibit A hereto. The date on which principal is payable on the Notes shall be as provided in the form of Note in the Appendix or Exhibit A hereto.

     (e) The record dates for the Notes and the manner of payment of principal and interest on the Notes shall be as provided in the form of Note in the Appendix or Exhibit A hereto. The Place of Payment shall be as designated in Section 3.2 of the Original Indenture.

     (f) The terms of Section 10.1(C) of the Original Indenture shall be applicable to the Notes. If and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern, but solely with respect to the Notes.

ARTICLE II
DEFINITIONS

     For purposes of this Supplemental Indenture and the Notes, the following terms have the meanings indicated below. All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Original Indenture.

     “Additional Interest” means all additional interest owing on the Notes pursuant to a registration default under a Registration Rights Agreement.

     “Additional Notes” means Notes issued in compliance with the terms of this Supplemental Indenture subsequent to the Issue Date and in compliance with Sections 2.3 and 2.4 of the Original Indenture, it being understood that any notes issued in exchange for or replacement of any Series A Notes issued on the Issue Date shall not be Additional Notes, including any such Notes issued pursuant to a Registration Rights Agreement.

     “Acquisition” means, collectively, the acquisition by the Issuer of Alderwoods pursuant to a merger agreement dated April 2, 2006, and the related financing transactions described in the Offering Memorandum dated September 27, 2006, including the issuance of additional debt securities in a private placement, borrowings under a new senior credit facility, the repurchase of

certain outstanding notes of Alderwoods and the Issuer pursuant to tender offers and the repayment of certain other existing debt of Alderwoods.

     “Adjusted Consolidated Net Tangible Assets” means, at the time of determination, the aggregate amount of total assets included in the Issuer’s most recent quarterly or annual consolidated balance sheet prepared in accordance with generally accepted accounting principles, net of applicable reserves reflected in such balance sheet, after deducting the following amounts reflected in such balance sheet: (a) goodwill; (b) deferred charges and other assets; (c) preneed funeral receivables and trust investments; (d) preneed cemetery receivables and trust investments; (e) cemetery perpetual care trust investments; (f) current assets of discontinued operations; (g) non-current assets of discontinued operations; (h) other like intangibles; and (i) current liabilities (excluding, however, current maturities of long-term debt).

     “Alderwoods” means Alderwoods Group, Inc., a Delaware corporation.

     “Attributable Indebtedness,” when used with respect to any sale and leaseback transaction (as contemplated by Section 3.7 of the Original Indenture), means, at the time of determination, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such amount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the amount determined assuming no such termination.

     “Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.

     “Change of Control” has the meaning attributed thereto in Section 4.03 of this Supplemental Indenture.

     “Change of Control Offer” has the meaning attributed thereto in Section 4.03 of this Supplemental Indenture.

     “Credit Facilitie s ” means one or more debt facilities with banks or other institutional lenders providing for revolving credit or term loans or letters of credit.

     “Escrow Agent” means The Bank of New York Trust Company, N.A.

     “Escrow Agreement” means the escrow agreement relating to the Notes dated as of the date hereof among the Issuer, the Escrow Agent and the Trustee.

     “Holder” means, in the case of any Note, the Person in whose name such Note is registered in the security register kept by the Issuer for that purpose in accordance with the terms of the Indenture.

     “Initial Purchasers” means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Lehman Brothers Inc., Raymond James & Associates, Inc., and Morgan Keegan & Company, Inc.

     “Issue Date” means October 3, 2006.

     “Notes” has the meaning assigned to it in Section 1.01(a) hereof, and includes both the Series A Notes and the Series B Notes.

     “Optional Redemption Premium” has the meaning attributed thereto in Exhibit 1 to the Appendix and in Exhibit A hereto.

     “Perpetual Care Trust” means a trust established to provide perpetual care or maintenance for any cemetery, mausoleum or columbarium.

     “Pre-Need Trust” means a trust established to hold funds related to the purchase of funeral or cemetery goods or services on a pre-need basis.

     “Registered Exchange Offer” means the offer by the Issuer, pursuant to a Registration Rights Agreement, to certain Holders of Series A Notes, to issue and deliver to such Holders, in exchange for the Series A Notes, a like aggregate principal amount of Series B Notes registered under the Securities Act.

     “Registration Rights Agreement” means (1) with respect to the Series A Notes issued on the Issue Date, the Registration Rights Agreement dated October 3, 2006, among the Issuer and the Initial Purchasers and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuer and the Persons purchasing such Additional Notes under the related Purchase Agreement.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Series A Notes” means (1) $250,000,000 aggregate principal amount of 7 ⁵ / ₈ % Senior Notes Due 2018 issued on the Issue Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

     “Series B Notes” means (1) the 7 ⁵ / ₈ % Senior Notes Due 2018 issued pursuant to the Supplemental Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

     “Special Redemption” means (i) the mandatory redemption, in whole, but not in part, of the Notes pursuant to the Escrow Agreement and paragraph 6 of the Notes required to take place in the event the Acquisition is not consummated on or prior to December 31, 2006, or (ii) the optional redemption, in whole, but not in part, at any time prior to December 31, 2006, if, in the Issuer’s sole judgment, the Acquisition will not be consummated by that date.

     “Subsidiary” means with respect to any Person: (a) any corporation, association, limited liability company or other business entity (other than a partnership) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (b) any partnership, (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or (ii) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any

combination thereof); provided, however , that no Pre-Need Trust or Perpetual Care Trust shall be deemed to be a Subsidiary for purposes of this Supplemental Indenture

     “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

ARTICLE III
THE NOTES

     Section 3.01 Form . Provisions relating to the Series A Notes and the Series B Notes are set forth in the Appendix and Exhibit A hereto, which are hereby incorporated in and expressly made a part of this Supplemental Indenture. The provisions of the Appendix hereto shall supercede the applicable provisions of Section 2.8 of the Original Indenture to the extent applicable. The Series A Notes and the Trustee’s certificate of authentication thereto, shall be substantially in the form of Exhibit 1 to the Appendix, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Series B Notes and the Trustee’s certificate of authentication thereto shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and only in denominations of $2,000 and integral multiples of $1,000. The terms of the Notes set forth in the Appendix and Exhibit A are part of the terms of this Supplemental Indenture.

     Section 3.02 Limitation on Ability of the Issuer to Release Funds from Escrow . At the date of this Supplemental Indenture, the Trustee, the Issuer and the Escrow Agent shall enter into an Escrow Agreement substantially in the form attached as Exhibit B hereto. The net proceeds from the offering of the Notes will be paid into an Escrow Account by the Initial Purchasers of the Notes and held in the name of the Trustee on behalf of the Holders under the terms of the Escrow Agreement. In accordance with the terms of the Escrow Agreement, the Escrow Property (as defined in the Escrow Agreement) will be released to the Issuer upon delivery to the Escrow Agent and the Trustee of a certificate signed by an officer of the Issuer (the “Escrow Release Certificate”), in the form attached to the Escrow Agreement. The Issuer agrees for the benefit of the Holders to comply with the terms and conditions of the Escrow Agreement and shall use its reasonable best efforts to satisfy the conditions precedent to release of the Escrow Property, deliver the Escrow Release Certificate and receive the net proceeds from the offering and sale of the Notes as provided in the Escrow Agreement, as soon as practicable following the date hereof. The Issuer agrees that (i) the terms of the Escrow Agreement shall exclusively control the conditions under which and procedures pursuant to which Escrow Property (as defined in the Escrow Agreement) can be released and (ii) it will not attempt to have any Escrow Property (as defined in the Escrow Agreement) released from escrow except in accordance with the Escrow Agreement.

ARTICLE IV
REDEMPTION

     Section 4.01 Optional Redemption .

     (a) At its option, the Issuer may choose to redeem all or any portion of the Notes, at once or from time to time.

     (b) To redeem the Notes, the Issuer must pay a redemption price in an amount determined in accordance with the provisions of the form of Note in Exhibit 1 to the Appendix or in Exhibit A hereto.

     (c) Any redemption pursuant to this Section 4.01 shall be made pursuant to the provisions of Sections 12.1 through 12.3 of the Original Indenture.

     Section 4.02 Mandatory Redemption . Except as set forth in Section 4.04 below, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may be required to offer to purchase Notes as described in Section 4.03 below. The Issuer may at any time and from time to time purchase Notes in the open market or otherwise.

     Section 4.03 Change of Control . Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):

Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

The Issuer will not be required to make a Change of Control Offer with respect to a series of Notes following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth hereunder applicable to a Change of Control Offer made by the Issuer and purchases all Notes of such series validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all of such series of Notes has been given pursuant hereto unless and until there has been a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon the Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.03. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.03, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.03 by virtue thereof.

Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased.

On the purchase date, all Notes purchased by the Issuer under this Section 4.03 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.

In the event that at the time of any Change of Control the terms of any Credit Facility restrict or prohibit the purchase of Notes following such Change of Control, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, the Issuer shall undertake to (1) repay in full all such indebtedness under any applicable Credit Facility or (2) obtain the requisite consents under the agreements governing such indebtedness under any applicable Credit Facility to permit the repurchase of the Notes.

     Section 4.04 Special Redemption . Any Special Redemption shall be made in whole, and not in part, pursuant to the provisions of Sections 12.1 through 12.3 of the Original Indenture; provided, however, that notice of redemption shall be given one Business Day before the redemption date; provided, further, that if the Acquisition has not been consummated on or prior to December 31, 2006, the Issuer does not need to provide notice of Special Redemption.

     Section 4.05 Deposit of Redemption Price in the Event of Special Redemption . In the event of a Special Redemption, the Issuer shall cause the Escrow Agent to deposit with the Trustee or the Paying Agent an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption.

ARTICLE V
AMENDMENT OF ORIGINAL INDENTURE

     Section 5.01 Amendment of Article One of Original Indenture . The second paragraph of Section 1.1 of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows:

“All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “ generally accepted accounting principles ” means such accounting principles as are generally accepted in the United States at the date of the supplemental indenture authorizing the issuance of the related Securities of such series.”

     Section 5.02 Amendment of Article Three of Original Indenture . Section 3.6 of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows:

“The Issuer will not mortgage, pledge, encumber or subject to any lien or security interest, and no Subsidiary will mortgage, pledge, encumber or subject to any lien or security interest, to secure any Indebtedness of the Issuer or any Indebtedness of any Subsidiary (other than Indebtedness owing to the Issuer or a wholly-owned Subsidiary) any assets, without providing that the Securities shall thereby be secured equally and ratably with (or prior to) any other Indebtedness so secured, unless, after giving effect thereto, the aggregate outstanding amount of all such secured Indebtedness of the Issuer and its Subsidiaries (excluding secured Indebtedness existing as of June 30, 2006, and any extensions, renewals or refundings thereof that do not increase the principal amount of Indebtedness so extended, renewed or refunded and excluding secured Indebtedness incurred pursuant to subparagraphs (a), (b), (c), (d) and (e) below), together with all outstanding Attributable Indebtedness from sale and leaseback transactions described in Section 3.7(1) of this Indenture, would not exceed 10% of Adjusted Consolidated Net Tangible Assets of the Issuer and its Subsidiaries on the date such Indebtedness is so secured; provided, however , that nothing in this Section 3.6 shall prevent the Issuer or any Subsidiary:

(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 June 30, 2006, 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;

(b) from mortgaging, pledging, encumbering or subjecting to any lien or security interest Current Assets to secure Current Liabilities;

(c) from mortgaging, pledging, encumbering or subjecting to any lien or security interest property to secure Indebtedness under one or more Credit Facilities in an aggregate principal amount not to exceed $500 million;

(d) from extending, renewing or refunding any Indebtedness secured by a mortgage, pledge, encumbrance, lien or security interest on the same property theretofore subject thereto, provided that the principal amount of such Indebtedness so extended, renewed or refunded shall not be increased; or

(e) from securing the payment of workmen’s compensation or insurance premiums or from making good faith pledges or deposits in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases, deposits to secure public or statutory obligations, deposits to secure surety or appeal bonds, pledges or deposits in connection with contracts made with or at the request of the

United States Government or any agency thereof, or pledges or deposits for similar purposes in the ordinary course of business.”

     Section 5.03 Amendment of Article Four of Original Indenture . Section 4.3 of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows:

“Section 4.3 Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations:

     (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and

     (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

(b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

(c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939.

(e) The Issuer will furnish to the Trustee, not less than annually, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Section 5.04 Amendments of Article Five of Original Indenture .

     (a) Section 5.1(g) of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows:

“(g) default under any bond, debenture, note or other evidence of Indebtedness for money borrowed by the Issuer or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any Subsidiary (other than Non-Recourse Indebtedness), whether such Indebtedness exists on the date hereof or shall hereafter be created, which default shall have resulted in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or any default in payment of such Indebtedness (after the expiration of any applicable grace periods and the presentation of any debt instruments, if required), if the aggregate amount of all such Indebtedness which has been so accelerated and with respect to which there has been such a default in payment shall exceed $10,000,000, without each such default and acceleration having been rescinded or annulled within a period of 30 days after there shall have been given to the Issuer by the Trustee by registered mail, or to the Issuer and the Trustee by the Holders of at least 25 percent in aggregate principal amount of the Securities of such series then Outstanding, a written notice specifying each such default and requiring the Issuer to cause each such default and acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or”

     (b) The first sentence of the first paragraph following Section 5.1(h) of the Original Indenture is hereby amended and restated, but only with respect to the Notes, to read in its entirety as follows:

“If an Event of Default with respect to Securities of any series then Outstanding occurs and is continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25 percent in aggregate principal amount of the Securities of such series then Outstanding, by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the unpaid principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Securities of such series then Outstanding and the Optional Redemption Premium, if any, due thereon, and the interest, if any, accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable.”

     Section 5.05 Amendment of Article Eleven of Original Indenture . Article Eleven of the Original Indenture is hereby amended, but only with respect to the Notes, by the addition of the following new Section at the end thereof:

“Section 11.11 Usury . It is the intent of the parties in the execution and performance of the Securities of any series and the Indenture to contract in strict compliance with applicable usury laws from time to time in effect. The Issuer and the Trustee on behalf of the Holders stipulate and agree that none of the terms in the Securities of such series or the Indenture are intended or shall ever be construed to create a contract to pay interest in an amount in excess of the maximum nonusurious amount or at a rate in excess of the highest lawful rate. In the event any payment includes any such excess interest, the Issuer stipulates that such excess interest shall have been paid as a result of error on the part of the Trustee and the Issuer.”

ARTICLE VI
ADDITIONAL EVENT OF DEFAULT

     Section 6.01 Event of Default . An additional Event of Default under Section 5.1 of the Original Indenture occurs if the Issuer fails to comply with, or breaches, any material provision of the Escrow Agreement.

     Section 6.02 Notice of Default . During the term of the Escrow Agreement, the Trustee shall provide written notice to the Escrow Agent thereunder (i) upon the occurrence of an Event of Default or (ii) if the principal amount of and accrued but unpaid interest on the Notes has become immediately due and payable pursuant to Section 5.1 of the Original Indenture.

ARTICLE VII
MISCELLANEOUS

     Section 7.01 Integral Part . This Supplemental Indenture constitutes an integral part of the Indenture.

     Section 7.02 Additional Interest . In relation to the Notes, all references to “interest” in the Original Indenture, this Supplemental Indenture and in the Notes shall be deemed to include Additional Interest, if any, unless the context otherwise requires.

     Section 7.03 Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

     Section 7.04 Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

     Section 7.05 Governing Law . THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

     Section 7.06 Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Issuer and not of the Trustee.

[Signatures on following page]

     IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Indenture on the date first set forth above.

APPENDIX

PROVISIONS RELATING TO SERIES A NOTES AND SERIES B NOTES

     1. Definitions

     1.1 Definitions

     For the purposes of this Appendix the following terms shall have the meanings indicated below:

          “Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depositary for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and as in effect from time to time.

          “Definitive Security” means a certificated Series A Note or Series B Note bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e).

          “Depositary” means The Depository Trust Company, its nominees and their respective successors.

          “Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Securities.

          “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.

          “Initial Purchasers” means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Lehman Brothers Inc., Raymond James & Associates, Inc. and Morgan Keegan & Company, Inc.

          “Purchase Agreement” means (1) with respect to the Series A Notes issued on the Issue Date, the Purchase Agreement dated September 27, 2006, among the Issuer and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Issuer and the Persons purchasing such Additional Notes.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Registered Exchange Offer” means the offer by the Issuer, pursuant to a Registration Rights Agreement, to certain Holders of Series A Notes, to issue and deliver to

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such Holders, in exchange for the Series A Notes, a like aggregate principal amount of Series B Notes registered under the Securities Act.

          “Registration Rights Agreement” means (1) with respect to the Series A Notes issued on the Issue Date, the Registration Rights Agreement dated October 3, 2006, among the Issuer and the Initial Purchasers and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuer and the Persons purchasing such Additional Notes under the related Purchase Agreement.

          “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A.

          “Securities” means the Series A Notes and the Series B Notes, treated as a single class.

          “Securities Act” means the Securities Act of 1933.

          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee.

          “Series A Notes” means (1) $250,000,000 aggregate principal amount of 7 ⁵ / ₈ % Senior Notes Due 2018 issued on the Issue Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

          “Series B Notes” means (1) the 7 ⁵ / ₈ % Senior Notes Due 2018 issued pursuant to the Supplemental Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

          “Shelf Registration Statement” means the registration statement issued by the Issuer in connection with the offer and sale of Series A Notes pursuant to a Registration Rights Agreement.

          “Transfer Restricted Securities” means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

          1.2 Other Definitions

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     2.  The Securities

     2.1 (a) Form and Dating. The Series A Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Series A Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Series A Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Series A Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”); and Series A Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Securities Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global securities in definitive, fully registered form without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto (collectively, the “IAI Global Security”) shall also be issued on the Issue Date, deposited with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a permanent global security (the “Permanent Regulation S Global Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global Security”) or any other Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be

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exchanged for interests in a Rule 144A Global Security, an IAI Global Security or the Permanent Regulation S Global Security only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Security, certification that the interest in the Temporary Regulation S Global Security is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of an institutional accredited investor.

          Beneficial interests in Temporary Regulation S Global Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

          Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

          Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

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          The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

          The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for the Depositary.

          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

          (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities.

     2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $250,000,000 7 ⁵ / ₈ % Senior Notes Due 2018, (