SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.1

EXECUTION COPY

Published CUSIP Number:

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of June 2, 2009

among

STEWART ENTERPRISES, INC.,
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,

BBVA COMPASS BANK ,
CREDIT INDUSTRIEL ET COMMERCIAL ,
JPMORGAN CHASE BANK, N.A.
and
REGIONS BANK ,
as Co-Arrangers and Co-Documentation Agents

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“ Agreement ”) is entered into as of June 2, 2009, among STEWART ENTERPRISES, INC., a Louisiana corporation having its principal place of business in Jefferson, Louisiana (“ SEI ”), EMPRESAS STEWART-CEMENTERIOS, a Puerto Rican civil partnership having its principal place of business in San Juan, Puerto Rico (“ Cementerios ”), EMPRESAS STEWART-FUNERARIAS, a Puerto Rican civil partnership having its principal place of business in San Juan, Puerto Rico (“ Funerarias ” and together with Cementerios, the “ PR Borrowers ”, and the PR Borrowers and SEI collectively known as the “ Borrowers ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

     A. The Borrowers, the lenders party thereto and Bank of America, as administrative agent, entered into that certain Credit Agreement dated as of June 29, 2001 (the “ Original Agreement ”), pursuant to which certain of such lenders originally agreed to make available to the Borrowers (with certain sublimits for the PR Borrowers) (a) a revolving credit facility of up to $175,000,000, including a letter of credit subfacility of up to $25,000,000 and a swingline subfacility of up to $10,000,000, and (b) certain term credit facilities.

     B. The Borrowers, the lenders party thereto and Bank of America, as administrative agent, are parties to that certain Amended and Restated Credit Agreement dated as of November 19, 2004 (as amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the “ Existing Agreement ”), pursuant to which certain of such lenders agreed to amend and restate the Original Agreement to, among other things, (a) extend the maturity date of both the revolving and term loan facilities provided pursuant to the Original Agreement, (b) increase the term loan facility provided pursuant to the Original Agreement from the then outstanding $50,000,000 principal amount to an aggregate maximum principal amount of $100,000,000, which such term loan facility has been repaid and is no longer in effect, and (c) reduce the maximum aggregate amount of the revolving credit facility provided pursuant to the Original Agreement from $175,000,000 to $125,000,000 (subject to an increase option provided therein).

     C. The Borrowers have requested that the Existing Agreement be further amended and restated in order to, among other things, (a) extend the maturity date of the revolving credit facility, (b) reduce the maximum aggregate amount of the revolving credit facility from $125,000,000 to $95,000,000 (subject to an increase option provided herein) and (c) make certain other amendments to the Existing Agreement (collectively, the “ Amendment and Restatement ”).

     D. The parties hereto are willing to amend and restate the Existing Agreement, to make and continue to make revolving credit, letter of credit and swing line facilities available to the Borrowers and to permit the increase option provided herein, in each case upon the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

      1.01 Assignments and Allocations; Amendment and Restatement .

     (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the Aggregate Revolving Credit Commitments (as defined in the Existing Agreement) under the Revolving Credit Facility (as defined in the Existing Agreement) are $125,000,000, (ii) there are no Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement, (iii) there are no Swing Line Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement and (iv) there are $12,034,925 of L/C Obligations (as defined in the Existing Agreement). It is acknowledged that the Term Loan (as defined in the Existing Agreement) made pursuant to the Term Loan Facility (as defined in the Existing Agreement) was paid in full and terminated prior to the date hereof.

     (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the Commitment of each of the Lenders shall be as set forth in Schedule 2.01 , and the outstanding amount of the Revolving Loans (as defined in and under the Existing Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments, and the requisite assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders from existing lenders under the Existing Agreement who elect not to become Lenders under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Agreement) under the Existing Agreement, but without the payment of any related assignment fee and (ii) the Swing Line (as defined under the Existing Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Swing Line Loans (as defined in the Existing Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, and (iv) the letter of credit subfacility provided in the Existing Agreement shall continue as the Letter of Credit facility hereunder with the Letter of Credit Sublimit set forth herein.

     (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 1.01(b) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements the Commitment of each Lender shall be as set forth on Schedule 2.01 to this Agreement.

     (d) The Borrowers, each Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.

     (e) Notwithstanding this amendment and restatement of the Existing Agreement, including anything in this Section 1.01 , and certain of the related “Loan Documents” as defined in the Existing Agreement (the “ Prior Loan Documents ”), (i) all of the indebtedness, liabilities and obligations owing by any Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers and the Guarantors under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, all Loans owing by any Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by SEI in the manner provided in Section 2.02(b) . SEI agrees that it will pay any additional amounts required pursuant to Section 3.05 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of Loans pursuant to this Section 1.01 as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

      1.02 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

     “ Accounting Adjustments ” means the adjustments to certain financial terms and computations more particularly described in Section 1.04 .

     “ Acquired Indebtedness ” means Indebtedness of a Person that is incurred or assumed by SEI or any Subsidiary, or as to which SEI or any Subsidiary otherwise becomes liable as debtor (including by the acquisition of assets securing any such Indebtedness), in connection with an Acquisition permitted hereunder, including any Indebtedness incurred in contemplation of such Acquisition.

     “ Acquisition ” means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by

purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.

     “ Additional Lender ” has the meaning set forth in Section 2.14 .

     “ Additional Restricted Payment Amount ” means, as of any date of determination thereof, the Aggregate Discretionary Basket minus that portion of the Aggregate Discretionary Basket previously utilized to make Restricted Payments in excess of $30,000,000 in any fiscal year of SEI.

     “ Adjusted Disposition Proceeds ” means, with respect to any Asset Disposition by SEI or any of its Subsidiaries, cash payments received by SEI or any Subsidiary therefrom, including (A) any cash payments received pursuant to any note or other debt security received in connection with any Asset Disposition by SEI or any of its Subsidiaries and (B) any tax refunds in connection with any Asset Disposition by SEI or any of its Subsidiaries, whether received in cash or applied to tax liabilities, in each case as and when received or applied, net of (i) all legal fees and expenses and other fees and expenses paid to third parties and incurred in connection therewith (but excluding any such fees and expenses paid to SEI or any of its Affiliates), (ii) all taxes required to be paid or accrued as a consequence of such disposition, and (iii) all amounts applied to repayment of Indebtedness (other than the Obligations) secured by a Lien on the asset or property disposed.

     “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

     “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify SEI and the Lenders.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that neither the Administrative Agent, the Collateral Agent, the L/C Issuer nor any Lender shall be deemed to be an Affiliate of any Loan Party by virtue of its execution of any Loan Document.

     “ Aggregate Commitments ” means the Commitments of all of the Lenders.

     “ Aggregate Discretionary Basket ” means, as of any date of measurement thereof, the amount yielded by the following calculation for the period from November 1, 2008 to the last day of the most recently ended fiscal quarter of SEI (the “ Base Period ”):

     (a) the sum of (i) the Operating Cash Flow of SEI and its Subsidiaries for the Base Period plus (ii) the portion of the Net Proceeds of any issuance of Equity Interests in SEI made

during the Base Period plus (iii) the first $25,000,000 of cash proceeds received from each Asset Disposition made during any fiscal year of SEI plus (iv) the cash, cash equivalents and marketable securities on the consolidated balance sheet of SEI and its Subsidiaries as of October 31, 2008, minus

     (b) the sum of (i) the Cash Portion of Capital Expenditures made, or deemed made pursuant to the definition of Cash Portion below, during the Base Period, plus (ii) the Cash Portion of all Investments made, or deemed made pursuant to the definition of Cash Portion below, during the Base Period (but excluding Investments made by SEI or any SEI Guarantor in SEI or any SEI Guarantor), plus (iii) the Cash Portion of the aggregate Cost of Acquisition of all Acquisitions consummated during the Base Period (including the portion deemed to have been paid in cash during the Base Period pursuant to the definition of Cash Portion below).

     For purposes of this definition of Aggregate Discretionary Basket:

     “ Cash Portion ” means (a) with respect to Capital Expenditures and Investments, amounts actually paid in cash during the Base Period plus amounts with respect to which SEI and/or its Subsidiaries are directly obligated to make payment in cash at any time prior to the date that is six months after the Maturity Date, and (b) with respect to a Cost of Acquisition, the Deemed Cost of Acquisition Amount for the Base Period.

     “ Deemed Cost of Acquisition Amount ” means, with respect to any Acquisition made during the Base Period, the sum (without duplication) of: (a) that portion of the Cost of Acquisition paid in cash for such Acquisition at the time of such Acquisition; plus (b) amounts paid in cash during the Base Period in connection with contingent obligations described in part (iii) of the definition of Cost of Acquisition, including earnouts; plus (c) amounts paid in cash during the Base Period with respect to that portion of the Cost of Acquisition of such Acquisition constituting a direct obligation of SEI or one of its Subsidiaries, provided that to the extent any such direct obligation described in this subpart (c) has a final maturity date prior to the date that is six months after the Maturity Date, the amount to be counted in this subpart (c) for the Base Period with respect thereto shall be the greater of (i) the actual amount paid in cash with respect to such obligations during the Base Period, or (ii) the maximum aggregate amount of such direct obligation on the date of its incurrence divided by the number of quarters until the date of its final maturity, all multiplied by the number of fiscal quarters since the fiscal quarter of such Acquisition (including both the fiscal quarter of the Acquisition and the fiscal quarter most recently ended), provided further that in the event any obligation within this proviso is refinanced so that its maturity is after the date that is six months after the Maturity Date, the Deemed Cost of Acquisition Amount with respect to such portion of a Cost of Acquisition shall be recalculated without giving effect to the immediately preceding proviso.

     “ Agreement ” means this Second Amended and Restated Credit Agreement.

     “ Applicable Percentage ” means with respect to any Lender at any time, (i) in respect of the Revolving Credit Facility, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, and (ii) in

respect of any Incremental Term Facility, with respect to any Incremental Term Lender, the percentage (carried out to the ninth decimal place) of the aggregate principal amount of all Incremental Term Loans held by such Incremental Term Lender at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Notwithstanding the foregoing, during any Impact Period applicable to any Defaulting Lender, for purposes of computing the amount allocable to each non-Defaulting Lender to acquire, refinance or fund (and receive payments in respect of) participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04 as to which the L/C Issuer or Swing Line Lender (as applicable) has not received cash collateral or other credit support acceptable to it in respect of the related participation and funding obligations of such Defaulting Lender, (x) the Applicable Percentage of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender and (y) such amount shall in no event for each non-Defaulting Lender exceed an amount equal to the positive difference between (1) the Commitment of such non-Defaulting Lender in respect of the Revolving Credit Facility and (2) the aggregate Outstanding Amount of the Loans of such Lender under the Revolving Credit Facility, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans.

     “ Applicable Rate ” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(a)(ii) or (b)(ii) , as applicable:

Applicable Rate

     Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(a)(ii) or (b)(ii) , as applicable; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Sections then Pricing Level 3 shall apply as of the first Business Day after

the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date of delivery, or the required date of delivery (whichever occurs first), of the Compliance Certificate for the fiscal quarter of SEI ending closest to July 31, 2009 shall be determined based upon Pricing Level 3.

     “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Arranger ” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

     “ Asset Disposition ” means any voluntary Disposition of (a) any of the assets, excluding cash and cash equivalents, of any Person, or (b) any of the capital stock, or securities or investments exchangeable, exercisable or convertible for or into, or otherwise entitling the holder to receive any of the capital stock, of any Subsidiary of such Person.

     “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

     “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

     “ Audited Financial Statements ” means the audited consolidated balance sheet of SEI and its Subsidiaries for the fiscal year ended October 31, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of SEI and its Subsidiaries, including the notes thereto.

     “ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans, the commitment of the Swing Line Lender to make Swing Line Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

     “ Available Liquidity ” means, at any date of measurement thereof, the sum of (without duplication) (a) Unencumbered Domestic Liquid Assets, plus (b) provided that neither of them has elected to terminate all their obligations as Borrowers under Section 2.17 , cash, Eligible

Securities and readily marketable securities of the PR Borrowers held in the United States or Puerto Rico, in each case not subject to any Lien or held in any trust (including any cemetery perpetual care trust), plus (c) the amount by which the Aggregate Commitments (other than any Commitment of any Defaulting Lender) in effect on such date exceeds the Total Outstandings.

     “ Bank of America ” means Bank of America, N.A. and its successors.

     “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. For the purposes of clause (c) above, the Eurodollar Rate shall be determined daily and any change shall take effect on the day of such change.

     “ Base Rate Committed Loan ” means a Committed Loan that is a Base Rate Loan.

     “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

     “ Borrower Materials ” has the meaning specified in Section 6.01 .

     “ Borrowers ” has the meaning specified in the introductory paragraph hereto.

     “ Borrowing ” means a Committed Borrowing, a Swing Line Borrowing or the advance of an Incremental Term Loan, as the context may require.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to the determination of the Eurodollar Rate, means any such day that is also a London Banking Day.

     “ Capital Expenditures ” means, with respect to SEI and its Subsidiaries, for any period the sum of (without duplication) (i) all expenditures (whether paid in cash or accrued as liabilities) by SEI or any Subsidiary during such period for items that would be classified as property, plant or equipment on the consolidated balance sheet of SEI and its Subsidiaries, including without limitation all transactional costs incurred in connection with such expenditures provided the same have been capitalized, excluding, however, the amount of any Capital Expenditures paid for with proceeds of casualty insurance as evidenced in writing and submitted to the Administrative Agent together with any Compliance Certificate delivered pursuant to Section 6.01(a)(ii) , and (ii) with respect to any Capital Lease entered into by SEI or its Subsidiaries during such period, the present value of the lease payments due under such Capital Lease over the term of such Capital Lease applying a discount rate equal to the interest rate provided in such lease (or in the absence of a stated interest rate, that rate used in the preparation of the financial statements described in Section 6.01(a) ), all the foregoing in accordance with GAAP; provided that notwithstanding the foregoing, in no event shall this definition include (A) any amount

constituting a Cost of Acquisition or (B) with respect to any Capital Lease entered into in connection with a sale and leaseback transaction permitted hereunder, the amount of the present value of lease payments under any Capital Lease otherwise required to be included by subpart (ii) above to the extent such present value is not in excess of the amount received by SEI and its Subsidiaries for the transfer of the asset that is the subject of such sale and leaseback transaction.

     “ Capital Leases ” means all leases which have been or should be capitalized in accordance with GAAP as in effect from time to time, including but not limited to Statement No. 13 of the Financial Accounting Standards Board and any successor thereof.

     “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing.

     “ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

     “ Cash Management Bank ” means any Person that, (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement in each case in its capacity as a party to such Cash Management Agreement.

     “ Cash Portion ” has the meaning specified in the definition of Aggregate Discretionary Basket.

     “ Cementerios ” has the meaning given such term in the preamble hereto.

     “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     “ Change of Control ” means, at any time:

     (i) any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than Frank B. Stewart, Jr. and the Stewart Parties either (A) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Securities of SEI (or securities convertible into or exchangeable for such Voting Securities) representing 30% or more of the combined voting power of all Voting Securities of SEI (on a fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of SEI;

     (ii) the first day on which a majority of the board of directors of SEI are not Continuing Directors; or

     (iii) the acquisition of direct or indirect Control of SEI by any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended).

     “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

     “ Code ” means the Internal Revenue Code of 1986.

     “ Collateral ” means, collectively, all property of SEI, any Subsidiary or any other Person in which the Collateral Agent, the Administrative Agent or any Lender is granted a Lien under any Security Instrument as security for all or any portion of the Obligations or any other obligation arising under any Loan Document.

     “ Collateral Agent ” means Bank of America in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

     “ Commitment ” means, as to each Lender, its obligation to (i) make Committed Loans to the Borrowers pursuant to Section 2.01 or any Incremental Facility Amendment, (ii) purchase participations in L/C Obligations, (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or any Incremental Facility Amendment, respectively, pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, and for the avoidance of doubt shall include any Incremental Revolving Commitment of such Lender.

     “ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

     “ Committed Loan ” has the meaning specified in Section 2.01 .

     “ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

     “ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

     “ Consolidated EBITDA ” means, for any period ending on the date of computation thereof with respect to SEI and its Subsidiaries on a consolidated basis, the sum of, without duplication, the following, all determined on a consolidated basis in accordance with GAAP, subject to the Accounting Adjustments: (i) Consolidated Net Income; (ii) Consolidated Interest Expense; (iii) taxes on income (including reserves for deferred taxes not payable currently); (iv)

depreciation expense and amortization expense (including, but not limited to, amortization of intangibles); (v) tender premiums, call premiums, and fees and expenses incurred in connection with a tender or call of the Senior Indenture Notes; (vi) the non-cash component of any impairment or unusual item of loss or expense (or minus the non-cash component of any unusual item of gain or income); (vii) non-cash charges for the early extinguishment of debt; (viii) non-cash compensation charges related to or arising from the vesting of any employee, officer or director of SEI or its Subsidiaries in Equity Interests issued by SEI; (ix) with respect to each of the Four-Quarter Periods ending January 31, 2009, April 30, 2009 and July 31, 2009, up to $13,300,000 in charges or expenses attributable to increases in cemetery costs from realized losses from cemetery perpetual care trusts incurred in the fourth quarter of fiscal year 2008 (the “ 4Q08 Perpetual Care Trust Charge ”); and (x) in each applicable Four-Quarter Period ending on or after January 31, 2009, non-cash trust funding charges or expenses resulting from realized losses from cemetery perpetual care trusts; in each case, to the extent deducted (or added, as the case may be) in determining Consolidated Net Income for such period; provided that (1) with respect to each of the fiscal quarters ending on or after January 31, 2009, “ Consolidated EBITDA ” shall be reduced by the aggregate amount of cash actually deposited in any cemetery perpetual care trusts after January 31, 2009 associated with the 4Q08 Perpetual Care Trust Charge until the aggregate amount of such reductions in all fiscal quarters equals the amount of the 4Q08 Perpetual Care Trust Charge, except that such amount shall not exceed $1,000,000 in any fiscal quarter (or $4,000,000 in the aggregate for any Four-Quarter Period), and (2) to the extent any non-cash charge or expense is added back in determining Consolidated EBITDA in any Four-Quarter Period pursuant to clause (vi), (vii), (viii) or (x) but requires an accrual or reserve for future cash disbursements, the future cash disbursements shall be deducted in determining Consolidated EBITDA in the periods in which they are made and the subsequent three fiscal quarters thereafter.

     “ Consolidated Funded Indebtedness ” means, as of any date of determination with respect to SEI and its Subsidiaries on a consolidated basis, without duplication, the stated face amount of all Letters of Credit issued hereunder, all outstanding indebtedness in respect of money borrowed, including without limitation all obligations under Capital Leases, all Synthetic Lease Obligations, the deferred purchase price of any property or services, and (without duplication) all payment and reimbursement obligations with respect to all drawn surety bonds, all bankers’ acceptances which have been presented for payment, and (in the case of letters of credit other than Letters of Credit issued hereunder) all such drawn letters of credit, and all obligations, whether or not matured, evidenced by a promissory note, bond, debenture or similar written obligation for the payment of money (including reimbursement agreements and conditional sales or similar title retention agreements), including all such items incurred by any partnership or joint venture as to which SEI or any of its Subsidiaries is liable as a general partner or joint venturer, other than trade payables and accrued expenses incurred in the ordinary course of business. For purposes of determining “Consolidated Funded Indebtedness”, the amount of any convertible debt instruments that may be settled in cash upon conversion shall be the principal or notional amount thereof, notwithstanding FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments that May Be Settled In Cash Upon Conversion (Including Partial Cash Settlement)(the “ FSP ”), which FSP will otherwise be applicable to SEI after the Closing Date.

     “ Consolidated Interest Coverage Ratio ” means, with respect to SEI and its Subsidiaries for any Four-Quarter Period ending on the date of computation thereof, the ratio of (i) Consolidated EBITDA for such period plus Consolidated Lease Payments for such period, to (ii) Consolidated Interest Expense paid in cash for such period plus Consolidated Lease Payments for such period.

     “ Consolidated Interest Expense ” means, for any period ending on the date of computation thereof with respect to SEI and its Subsidiaries on a consolidated basis, the gross interest expense of SEI and its Subsidiaries on a consolidated basis, including without limitation (i) the current amortized portion of debt discounts to the extent included in gross interest expense, (ii) the current amortized portion of all fees (including fees payable in respect of any Swap Contracts) payable in connection with the incurrence of Indebtedness to the extent included in gross interest expense and (iii) the portion of any payments made in connection with Capital Leases allocable to interest expense, all determined on a consolidated basis in accordance with GAAP, subject to Accounting Adjustments; provided that Consolidated Interest Expense shall include the amount of payments in respect of Synthetic Lease Obligations that are in the nature of interest and shall not include interest expense related to non-controlling interests in funeral, cemetery and perpetual care trust investments recorded in SEI’s financial statements in accordance with Financial Accounting Standards Board Interpretation Number 46, as revised.

     “ Consolidated Lease Payments ” means the gross amount of all lease or rental payments, whether or not characterized as rent, of SEI and its Subsidiaries, excluding payments in respect of Capital Leases constituting Indebtedness or in respect of Synthetic Lease Obligations, all determined on a consolidated basis in accordance with GAAP, subject to Accounting Adjustments.

     “ Consolidated Leverage Ratio ” means, as of the date of computation thereof with respect to SEI and its Subsidiaries, the ratio of (i) Consolidated Funded Indebtedness (determined as at such date) minus the value of Eligible Securities and readily marketable securities of SEI, the SEI Guarantors and (provided that neither of them has elected to terminate all their obligations as Borrowers under Section 2.17 ) the PR Borrowers (determined as at such date) to (ii) Consolidated EBITDA (for the Four-Quarter Period ending on (or most recently ended prior to) such date).

     “ Consolidated Net Income ” means, for any period ending on the date of computation thereof with respect to SEI and its Subsidiaries on a consolidated basis, net income of SEI and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

     “ Consolidated Senior Secured Indebtedness ” means, as of any date of determination, all Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or property of SEI or any of its Subsidiaries.

     “ Consolidated Senior Secured Leverage Ratio ” means, as of the date of computation thereof with respect to SEI and its Subsidiaries, the ratio of (i) Consolidated Senior Secured Indebtedness (determined as at such date) to (ii) Consolidated EBITDA (for the Four-Quarter Period ending on (or most recently ended prior to) such date).

     “ Continuing Director ” means, individually or collectively as the context may indicate, as of any date of determination, any member of the board of directors of SEI who:

     (i) was a member of the board of directors of SEI on the Closing Date; or

     (ii) was nominated for election or elected to the board of directors of SEI with the approval of a majority of the Continuing Directors who were members of the board of directors of SEI at the time of such nomination or election.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Cost of Acquisition ” means, with respect to any Acquisition, as of the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the amount of any cash and fair market value of other property (excluding the value of any capital stock, warrants or options to acquire capital stock of SEI or any Subsidiary to be transferred in connection therewith) given as consideration, (ii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by SEI or any Subsidiary in connection with such Acquisition, (iii) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of SEI and its Subsidiaries in accordance with GAAP, (iv) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of SEI and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (v) the aggregate fair market value of all other consideration given by SEI or any Subsidiary in connection with such Acquisition, and (vi) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred as of the date of determination in effecting such transaction, and other similar transaction costs so incurred.

     “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

     “ De Minimis Disposition ” means a Disposition of a Subsidiary (whether by Disposition of Equity Interests or of all or substantially all of the assets of such Subsidiary) that owns only property with an aggregate fair market value of less than $700,000.

     “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “ Deemed Cost of Acquisition Amount ” has the meaning specified in the definition of Aggregate Discretionary Basket.

     “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “ Default Excess ” has the meaning specified in Section 10.14 .

     “ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum; provided that in each case the Default Rate shall be computed using the Applicable Rate at Pricing Level 3 as set forth in the definition of Applicable Rate.

     “ Defaulted Loan ” has the meaning specified in Section 10.14 .

     “ Defaulted Payment ” has the meaning specified in Section 10.14 .

     “ Defaulting Lender ” has the meaning specified in Section 10.14 .

     “ Direct Foreign Subsidiary ” means each Subsidiary, other than a Domestic Subsidiary or an Excluded Subsidiary, a majority of whose Voting Securities are owned by SEI or a Domestic Subsidiary; provided that notwithstanding the foregoing, the Excluded PR Subsidiaries shall not constitute Direct Foreign Subsidiaries for the purposes of Section 6.19 .

     “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “ Distress Event ” has the meaning specified in Section 10.14 .

     “ Distressed Person ” has the meaning specified in Section 10.14 .

     “ Dollar ” and “ $ ” mean lawful money of the United States.

     “ Domestic Subsidiary ” means any Subsidiary of SEI organized under the laws of the United States, any state or territory thereof (other than Puerto Rico) or the District of Columbia, except the Excluded Subsidiaries.

     “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

     “ Eligible Securities ” means the following obligations and any other obligations previously approved in writing by the Administrative Agent:

     (a) Government Securities;

     (b) obligations of any corporation organized under the laws of any state of the United States payable in the United States, expressed to mature not later than 180 days following the date of issuance thereof and rated A or A-2 or better by S&P or Moody’s; and

     (c) non-interest bearing demand deposits and interest bearing demand or time deposits or certificates of deposit maturing within one year from the date of issuance, in each case either issued by a Lender or by a commercial bank or trust company organized under the laws of the United States or of any state thereof having capital surplus and undivided profits aggregating at least $500,000,000 and being rated “A” or better by S&P or “A” or better by Moody’s.

     “ Employee Benefit Plan ” means (i) any employee benefit plan, including any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is maintained for employees of SEI or any of its ERISA Affiliates, or any Subsidiary or is assumed by SEI or any of its ERISA Affiliates, or any Subsidiary in connection with any Acquisition or (B) has at any time been maintained for the employees of SEI, any current or former ERISA Affiliate, or any Subsidiary and (ii) any plan, arrangement, understanding or scheme maintained by SEI or any Subsidiary that provides retirement, deferred compensation, employee or retiree medical or life insurance, severance benefits or any other benefit covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States.

     “ Environmental Laws ” means any Federal, state or local statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended; together with all regulations promulgated thereunder, and any other “Superfund” or “Superlien” law.

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or

options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “ ERISA Event ” means: (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (unless the notice requirement has been waived by applicable regulation) with respect to a Pension Plan; or (ii) the withdrawal of SEI or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA; or (iii) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the PBGC; or (v) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (vi) the partial or complete withdrawal of SEI or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition of a Lien with respect to a Pension Plan pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any event or condition with respect to any Employee Benefit Plan which is regulated by any Foreign Benefit Law that results in the termination of such Employee Benefit Plan or the revocation of such Employee Benefit Plan’s authority to operate under the applicable Foreign Benefit Law.

     “ Eurodollar Rate ” means,

     (a) with respect to each Eurodollar Rate Loan, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London

Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period.

     (b) for any interest calculation with respect to a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time two Business Days prior to the date of determination (provided that if such day is not a Business Day, the next preceding Business Day) for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained by Bank of America and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

     “ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

     “ Event of Default ” has the meaning specified in Section 8.01 .

     “ Excluded PR Subsidiaries ” means each of the PR Borrowers and Simplicity Plan of Puerto Rico, a Puerto Rican civil partnership.

     “ Excluded Subsidiaries ” means each of the following Subsidiaries of SEI: (a) Investors Trust, Inc., a Texas corporation, (b) West Lawn Cemetery, a Nebraska corporation, (c) so long as it is inactive and remains administratively dissolved, Fine Finishes, Inc., a North Carolina corporation, and (d) so long as it is inactive and remains administratively dissolved, Taylor M. Simpson Co., a North Carolina corporation.

     “ Excluded Taxes ” means, with respect to the Administrative Agent, the Collateral Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii) , and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by SEI under Section 10.13 ), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional

amounts from a Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (iii) .

     “ Executive Officer ” means, with respect to SEI, any of its Chief Executive Officer, President, Chief Financial Officer or Treasurer.

     “ Existing Agreement ” has the meaning specified in the recitals to this Agreement.

     “ Existing Closing Date ” means November 19, 2004, the date of closing of the Existing Agreement.

     “ Existing Letters of Credit ” means the Letters of Credit listed on Schedule 1.02(a) .

     “ Facility Termination Date ” means such date as all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been fully, finally and irrevocably paid and satisfied (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

     “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

     “ Fee Letter ” means the letter agreement, dated April 24, 2009, among SEI, the Administrative Agent and the Arranger.

     “ Florida Bond Obligation ” means, at any date of measurement thereof, the sum, without duplication, of (a) the amount required to be bonded by SEI or any of its Subsidiaries and (b) the amount of other credit support required to be provided by SEI or any its Subsidiaries, in each case in connection with certain trust conversions by SEI or its Subsidiaries in the State of Florida.

     “ Foreign Benefit Law ” means any applicable statute, law, ordinance, code, rule, regulation, order or decree of any foreign nation or any province, state, territory, protectorate or other political subdivision thereof regulating, relating to, or imposing liability or standards of conduct concerning, any Employee Benefit Plan.

     “ Foreign Cash Equivalents ” means the following obligations and any other obligations previously approved in writing by the Administrative Agent:

     (a) the official currency of Australia, Belgium, Canada, France, Germany, Mexico, the Netherlands, New Zealand, Spain and the United Kingdom;

     (b) securities issued or directly and fully guaranteed or insured by the government of any of Australia, Belgium, Canada (including any province thereof), France, Germany, Mexico, the Netherlands, New Zealand, Spain or the United Kingdom or any agency or instrumentality of any of the foregoing (provided that the full faith and credit of the relevant jurisdiction is pledged in support thereof), and in each case having maturities of not more than six months from the date of acquisition;

     (c) certificates of deposit, time deposits and money market deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank or trust company organized in a country listed in clause (a) above and having capital and surplus in excess of $500,000,000 (or its foreign currency equivalent);

     (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

     (e) money market funds at least 95% of the assets of which constitute Foreign Cash Equivalents of the kinds described in clauses (a) through (d) of this definition; and

     (f) any other security owned on the Closing Date by any Subsidiary of SEI that is not a Domestic Subsidiary.

     “ Foreign Lender ” means any Lender that is organized under the Laws of a jurisdiction other than that in which SEI is resident for tax purposes (including such Lender when acting in its capacity as L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Four-Quarter Period ” means a period of four full consecutive fiscal quarters of SEI and its Subsidiaries, taken together as one accounting period.

     “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

     “ Fronting Exposure ” means (i) with respect to the L/C Issuer, the Applicable Percentage (determined without giving effect to the last sentence of the definition thereof) of L/C Obligations of the applicable Defaulting Lender(s) other than such of those L/C Obligations as to which Cash Collateral or other credit support acceptable to the L/C Issuer shall have been provided in accordance with Sections 2.03 and 2.18 , and (ii) with respect to the Swing Line Lender, the Applicable Percentage (determined without giving effect to the last sentence of the definition thereof) of Swing Line Loans of the applicable Defaulting Lender(s) other than such of

those Swing Line Loans as to which Cash Collateral or other credit support acceptable to the Swing Line Lender shall have been provided in accordance with Sections 2.04 and 2.18 .

     “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

     “ Funerarias ” has the meaning given such term in the preamble hereto.

     “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     “ Government Securities ” means direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States or any agency or instrumentality thereof so long as such obligations are rated A or A-2 or better by S&P and Moody’s, respectively.

     “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

     “ Granting Lender ” has the meaning specified in Section 10.06(h) .

     “ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the

related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. The term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

     “ Guarantors ” means, at any date, collectively or individually as the context may indicate, the SEI Guarantors, the PR Guarantors, and any other Subsidiary of SEI that is required to be party to a Guaranty at such date (including by execution of a Guaranty Joinder Agreement).

     “ Guaranty ” means the Amended and Restated Guaranty Agreement dated as of the Closing Date among the Guarantors and the Administrative Agent, substantially in the form of Exhibit H , as supplemented from time to time by the execution and delivery of any Guaranty Joinder Agreement pursuant to Section 6.19 .

     “ Guaranty Joinder Agreement ” means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the Lender pursuant to Section 6.19 .

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “ Hedge Bank ” means any Person that, at the time it enters into a Swap Contract permitted under Article VII , is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract.

     “ Impact Period ” has the meaning specified in Section 10.14 .

     “ Impacted Lender ” has the meaning specified in Section 10.14 .

     “ Incremental Facility Amendment ” has the meaning set forth in Section 2.14 .

     “ Incremental Revolving Commitment ” has the meaning set forth in Section 2.14 .

     “ Incremental Term Facility ” has the meaning set forth in Section 2.14 .

     “ Incremental Term Lender ” means a Lender with an outstanding Incremental Term Loan.

     “ Incremental Term Loan ” means a Loan made pursuant to an Incremental Term Facility.

     “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

     (c) net obligations of such Person under any Swap Contract;

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) Capital Leases and Synthetic Lease Obligations;

     (g) all obligations of such Person in respect of any Equity Interest in such Person or any other Person, which by its terms or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, in each case except such obligations that are payable (whether on the happening of any event or otherwise) not earlier than the date that is six months after the Maturity Date (other than customary and usual put rights or repurchase or redemption obligations arising as a result of a change in control (so long as such change in control provision is not more restrictive than the Change of Control provided herein)), valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

     (h) all Non-Compete Liabilities; and

     (i) all Guarantees of such Person in respect of any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Indemnitees ” means the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons.

     “ Information ” has the meaning specified in Section 10.07 .

     “ Intellectual Property Security Agreement ” means, collectively or individually as the context may indicate, (i) the Amended and Restated Intellectual Property Security Agreement dated as of the Closing Date by SEI and the SEI Guarantors to the Collateral Agent, substantially in the form of Exhibit I , as supplemented from time to time by the execution and delivery of Intellectual Property Security Joinder Agreements pursuant to Section 6.19 , (ii) the Assignment of Patents, Trademarks and Copyrights dated as of the Original Closing Date by SEI and the SEI Guarantors to the Collateral Agent, and (iii) any additional Assignment of Patents, Trademarks and Copyrights delivered to the Collateral Agent after the Closing Date pursuant to Section 6.19 or otherwise.

     “ Intellectual Property Security Agreement Supplement ” means, with respect to each Intellectual Property Security Agreement, the Intellectual Property Security Agreement Supplement in the form affixed as an Exhibit to such Intellectual Property Security Agreement.

     “ Intellectual Property Security Joinder Agreement ” means each Security Joinder Agreement, substantially in the form thereof attached to the Intellectual Property Security Agreement, executed and delivered by an SEI Guarantor or any other Person to the Administrative Agent pursuant to Section 6.19 .

     “ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each fiscal quarter of SEI and the Maturity Date.

     “ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by SEI in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrowers and consented to by all the Lenders; provided that:

     (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (iii) no Interest Period shall extend beyond the Maturity Date.

     “ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “ IRS ” means the United States Internal Revenue Service.

     “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

     “ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

     “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “ LC Account Agreement ” means the LC Account Agreement dated as of the Original Closing Date between SEI and the Administrative Agent.

     “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

     “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

     “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

     “ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

     “ L/C Obligations ” means, as at any date of determination and without duplication, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

     “ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

     “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify SEI and the Administrative Agent.

     “ Letter of Credit ” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

     “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

     “ Letter of Credit Expiration Date ” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

     “ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

     “ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) $30,000,000 and (b) the Aggregate Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

     “ Lien ” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of (including deposit arrangements structured to provide) a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “ Loan ” means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan (including in each case, pursuant to an Incremental Revolving Commitment) or pursuant to an Incremental Term Facility.

     “ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Fee Letter, any Incremental Facility Amendment, the Guaranty (including each Guaranty Joinder Agreement), the LC Account Agreement and each Security Instrument and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender

(including the L/C Issuer) or the Administrative Agent or the Collateral Agent in connection with the Loans made and transactions contemplated under this Agreement.

     “ Loan Parties ” means, collectively, each Borrower, each Guarantor and each other Person providing Collateral pursuant to any Security Instrument.

     “ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market

     “ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, liabilities (actual or contingent), properties, operations, prospects or condition, financial or otherwise, of SEI and its Subsidiaries, taken as a whole, or in the facts and information regarding such entities as represented to date, (ii) the ability of either SEI or the Loan Parties, taken as a whole, to pay or perform the obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Administrative Agent, the Collateral Agent or any Lender under any Loan Document or the validity, legality or enforceability thereof.

     “ Maturity Date ” means June 2, 2012; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

     “ Maximum Permitted Time ” means (a) with respect to Section 6.01(a)(i) , the latest date for the delivery of annual financial statements on Form 10-K (or other applicable form) pursuant to the rules of the SEC in effect at such time, including any applicable grace period for which no special application to the SEC is required, (b) with respect to Section 6.01(b)(i) , the latest date for the delivery of quarterly financial statements on Form 10-Q (or other applicable form) pursuant to the rules of the SEC in effect at such time, including any applicable grace period for which no special application to the SEC is required, and (c) with respect to Compliance Certificates, 15 days after the required date of delivery of the financial statements described in Section 6.01(a)(i) or Section 6.01(b)(i) , as applicable.

     “ Maximum Restricted Payment Amount ” means, as measured at the time of any Restricted Payment permitted by Section 7.09 , the sum of $30,000,000 in each fiscal year of SEI (without carrying forward any unused amounts in one fiscal year to any later fiscal year) plus the Additional Restricted Payment Amount in effect on such date (if positive), it being understood that the first amounts used each fiscal year will be the annual $30,000,000 limit and the Additional Restricted Payment Amount will only be utilized after such annual amount is exhausted for such fiscal year.

     “ Maximum Specified Additional Debt Amount ” means, as of any date of determination thereof, (a) $450,000,000 minus (b) the maximum aggregate principal amount of the Refinancing Indebtedness that have been issued prior to, or are to be issued on, such date, minus (c) the maximum aggregate principal amount by which the Aggregate Commitments have been increased prior to, or are to be increased on, such date (including as a result of creating a new term loan facility) pursuant to Section 2.14 , it being understood that the aggregate principal amount of the Refinancing Indebtedness and the amount of any increase in the Aggregate

Commitments pursuant to Section 2.14 shall not in any case exceed $450,000,000 whether occurring consecutively or simultaneously.

     “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

     “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     “ Net Proceeds ” (a) from any public or private offering of any debt or equity security means cash payments received by SEI or any Subsidiary therefrom as and when received, net of all legal, accounting, banking and underwriting fees and expenses, commissions, discounts and other issuance expenses incurred in connection therewith (but excluding any transaction fees or expenses paid to SEI or any of its Affiliates) and all taxes required to be paid or accrued as a consequence of such issuance; and (b) from any Asset Disposition by SEI or any of its Subsidiaries means the Adjusted Disposition Proceeds therefrom minus all amounts utilized by the Borrowers prior to the date of determination of the “Net Proceeds” from such Asset Disposition to purchase other assets, make Capital Expenditures and otherwise reinvest in the business of SEI and its Subsidiaries, in each case in a manner permitted by this Agreement.

     “ Non-Compete Liabilities ” means all liabilities of SEI or its Subsidiaries to the extent such liabilities arise directly from non-compete obligations of SEI or a Subsidiary.

     “ Note ” means a promissory note made by one or more of the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C .

     “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “ Operating Cash Flow ” means, for any period of measurement thereof, the amount of “Net Cash Provided by Operating Activities” as that term is used in the Form 10-K filed by SEI with the SEC for the fiscal year ended October 31, 2008, or such similar term as may from time to time be reflected on the cash flow statement of SEI and its Subsidiaries conveying substantially the same information as provided by the term “Net Cash Provided by Operating Activities” in such October 31, 2008 Form 10-K.

     “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint

venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “ Original Agreement ” has the meaning specified in the recitals to this Agreement.

     “ Original Closing Date ” means June 29, 2001, the date of closing of the Original Agreement.

     “ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     “ Outstanding Amount ” means (a) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

     “ Participant ” has the meaning specified in Section 10.06(d) .

     “ PBGC ” means the Pension Benefit Guaranty Corporation.

     “ PCAOB ” means the Public Company Accounting and Oversight Board.

     “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

     “ Permitted Indebtedness ” means any Indebtedness permitted to be incurred, created or assumed, or permitted to exist, pursuant to Section 7.05 .

     “ Permitted Liens ” means any Liens permitted to be incurred, created or assumed, or permitted to exist, pursuant to Section 7.04(a) , (b) , (c) , (f) , (g) or (h) .

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

     “ Pledge Agreement ” means, collectively or individually as the context may indicate, (i) that certain Amended and Restated Securities Pledge Agreement dated as of the Closing Date between SEI, certain Domestic Subsidiaries and the Collateral Agent, substantially in the form of Exhibit K , as supplemented from time to time by the execution and delivery of Pledge Joinder Agreements or Pledge Agreement Supplements pursuant the terms of any Loan Document, and (ii) if applicable, with respect to any Subsidiary Securities issued by a Direct Foreign Subsidiary, any additional or substitute charge, agreement, document, instrument or conveyance, in form and substance acceptable to the Administrative Agent, conferring under applicable foreign law upon the Collateral Agent for the benefit of the Senior Secured Parties a Lien upon such Subsidiary Securities as are owned by SEI or any Domestic Subsidiary.

     “ Pledge Agreement Supplement ” means, with respect to each Pledge Agreement, the Pledge Agreement Supplement in the form affixed as an Exhibit to such Pledge Agreement.

     “ Pledge Joinder Agreement ” means a Pledge Joinder Agreement, substantially in the form thereof attached to the Pledge Agreement, executed and delivered by a Guarantor to the Collateral Agent pursuant to Section 6.19 .

     “ Pledged Interests ” means the Subsidiary Securities pledged or required to be pledged as Collateral pursuant to the terms of this Agreement or any Pledge Agreement.

     “ PR Borrowers ” has the meaning given such term in the preamble hereto.

     “ PR Borrowing Limit ” means, with respect to the PR Borrowers, $10,000,000.

     “ PR Downstream Limit ” means, at any time of measurement thereof, (a) the sum of (i) $10,000,000 plus (ii) any and all amounts from time to time paid by the PR Borrowers to SEI or any SEI Guarantor in the form of cash dividends or other cash distributions in respect of SEI’s direct or indirect ownership interests in the PR Borrowers plus (iii) cash amounts, not to exceed $29,000,000 in the aggregate, from time to time received by SEI or any SEI Guarantor, directly or indirectly, from the PR Borrowers in respect of intercompany Indebtedness owing from the PR Borrowers, directly or indirectly, to SEI or any SEI Guarantor on the Closing Date, minus (b) the aggregate amount of the calculation in (a) above that has been or is being utilized at such time pursuant to Sections 7.05(g)(vi) , 7.06(g)(v) and 7.07(e)(iv) .

     “ PR Guarantors ” means, individually or collectively as the context may indicate, each PR Subsidiary as of the Closing Date, and each other PR Subsidiary delivering a Guaranty from time to time pursuant to Section 6.19 hereof.

     “ PR Subsidiary ” means, individually or collectively as the context may indicate, any Subsidiary of either Cementerios or Funerarias organized under the laws of Puerto Rico.

     “ Public Lender ” has the meaning specified in Section 6.01 .

     “ Refinancing Indebtedness ” means unsecured senior notes, unsecured senior subordinated notes or other unsecured Indebtedness of SEI issued for the purpose of refinancing the Senior Indenture Notes where (a) the earliest maturity (including any “put” option of the holders thereof, other than customary and usual put rights or repurchase obligations arising as a result of a change in control (so long as such change in control provision is not more restrictive than the Change of Control provided herein) and customary and usual obligations requiring repurchase with the proceeds of asset sales in the event such proceeds are not used or required to be used to reinvest or pay down senior indebtedness) of any such notes or other Indebtedness is not earlier than the date that is six months after the Maturity Date, (b) such notes or other Indebtedness shall not in any way limit the ability of SEI or any of its Subsidiaries to grant a Lien on any of their respective real property as security for the Obligations, (c) such notes or other Indebtedness may be Guaranteed by the SEI Guarantors, and (d) either (i) the issuance thereof satisfies the requirements of Section 7.05(i) or of Section 7.05(j) (in addition to the requirements of Section 7.05(h) ), or (ii) the terms thereof are otherwise satisfactory to the Administrative Agent in its reasonable discretion.

     “ Register ” has the meaning specified in Section 10.06(c) .

     “ Registrar ” means, with respect to any Subsidiary Securities, any Person authorized or obligated to maintain records of the registration of ownership or transfer of ownership of interests in such Subsidiary Securities, and in the event no such Person shall have been expressly designated by the related Subsidiary, shall mean (i) as to any corporation or limited liability company, its Secretary (or comparable official), and (ii) as to any partnership, its general partner (or managing general partner if one shall have been appointed).

     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

     “ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     “ Request for Credit Extension ” means (a) with respect to a Committed Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

     “ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of (i) the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (ii) the aggregate outstanding principal amount of Incremental Term Loans after giving effect to any borrowings and prepayments or repayments of Incremental Term Loans occurring on such date; provided that the Commitment of, and the portion of the Total Outstandings (and, in the case of any Incremental Term Facility, the portion of the

outstanding principal amount of Incremental Term Loans) held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

     “ Responsible Officer ” means the chief executive officer, president, or any vice president of a Loan Party or, with respect to financial matters, the chief financial officer, treasurer, chief accounting officer or assistant treasurer thereof, or any other Person authorized by the Board of Directors of a Loan Party (or the appropriate committee thereof) as an Responsible Officer thereof, as set forth from time to time in a certificate in the form of Exhibit F . Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

     “ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any Equity Interests of SEI or any Subsidiary Securities of its Subsidiaries (other than those payable or distributable solely to SEI or a Subsidiary of SEI) now or hereafter outstanding, except a dividend payable solely in shares of a class of stock or other equity interests to the holders of that class; (b) any redemption, conversion, exchange, retirement or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of SEI or any Subsidiary Securities of its Subsidiaries (other than those payable or distributable solely to SEI or any SEI Guarantor) now or hereafter outstanding; (c) any payment (other than those payable solely in shares of a class of stock or other equity interests) made to retire, or to obtain the surrender of, any Equity Interests of SEI or any Subsidiary Securities of its Subsidiaries now or hereafter outstanding; (d) any issuance and sale of Subsidiary Securities of any SEI Guarantor other than (x) to SEI or another SEI Guarantor, or (y) in connection with any Disposition of the issuer thereof permitted hereby; and (e) any issuance and sale of Subsidiary Securities of any Subsidiary of SEI other than an SEI Guarantor other than (x) to another Subsidiary of SEI other than an SEI Guarantor, or (y) in connection with any Disposition of the issuer thereof permitted hereby.

     “ Revolving Credit Facility ” means the revolving credit facility described in Sections 2.01 through 2.04 providing for Loans to the Borrowers, and for the avoidance of doubt, shall include any increase thereof pursuant to any Incremental Revolving Commitment.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

     “ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

     “ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

     “ Secured Hedge Agreement ” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank.

     “ Security Agreement ” means that certain Amended and Restated Security Agreement dated as of the Closing Date among SEI, the SEI Guarantors and the Collateral Agent, substantially in the form of Exhibit J , as supplemented from time to time by the execution and delivery of Security Joinder Agreements pursuant to Section 6.19 .

     “ Security Joinder Agreement ” means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by an SEI Guarantor or any other Person to the Administrative Agent pursuant to Section 6.19 .

     “ Security Instruments ” means, collectively, the Pledge Agreement (including any Pledge Joinder Agreements and any Pledge Agreement Supplements), the Security Agreement (including any Security Joinder Agreements), the Intellectual Property Security Agreement (including any Intellectual Property Security Joinder Agreements), and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which SEI or any Subsidiary or other Person shall grant or convey to the Collateral Agent, Administrative Agent or any Senior Secured Party a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Loan Document, as any of them may be amended, modified or supplemented from time to time.

     “ SEI ” has the meaning given such term in the preamble hereto.

     “ SEI Guarantors ” means, individually or collectively as the context may indicate, each Domestic Subsidiary of SEI as of the Closing Date, other than the Excluded Subsidiaries, and each other Domestic Subsidiary of SEI delivering a Guaranty from time to time pursuant to Section 6.19 hereof.

     “ Seller Financed Indebtedness ” means the Indebtedness of SEI and its Subsidiaries outstanding on the Closing Date (a) that is owing to third parties, (b) that was incurred or assumed in connection with the acquisition of assets (including stock) prior to May 10, 2001, and (c) the maximum principal amount of which is not in excess of $100,000.

     “ Senior Indentures ” means (i) the Senior 2005 (6.250%) Indenture, (ii) the Senior 2007 (3.125%) Indenture and (iii) the Senior 2007 (3.375%) Indenture.

     “ Senior Indenture Notes ” means (i) the Senior 2005 (6.250%) Notes, (ii) the Senior 2007 Convertible (3.125%) Notes and (iii) the Senior 2007 Convertible (3.375%) Notes.

     “ Senior 2005 (6.250%) Indenture ” means that certain Indenture by and between SEI and U.S. Bank National Association, as trustee, dated as of February 11, 2005 providing for the issuance of the Senior 2005 (6.250%) Notes.

     “ Senior 2005 (6.250%) Notes ” means those certain unsecured notes of SEI issued pursuant to the Senior 2005 (6.250%) Indenture in the initial principal amount of $200,000,000.

     “ Senior 2007 (3.125%) Indenture ” means that certain Indenture by and between SEI and U.S. Bank National Association, as trustee, dated as of June 27, 2007 providing for the issuance of the Senior 2007 Convertible (3.125%) Notes.

     “ Senior 2007 Convertible (3.125%) Notes ” means those certain unsecured notes of SEI issued pursuant to the Senior 2007 (3.125%) Indenture in the initial principal amount of $125,000,000.

     “ Senior 2007 (3.375%) Indenture ” means that certain Indenture by and between SEI and U.S. Bank National Association, as trustee, dated as of June 27, 2007 providing for the issuance of the Senior 2007 Convertible (3.375%) Notes.

     “ Senior 2007 Convertible (3.375%) Notes ” means those certain unsecured notes of SEI issued pursuant to the Senior 2007 (3.375%) Indenture in the initial principal amount of $125,000,000.

     “ Senior Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.05 .

     “ Solvent ” means, when used with respect to any Person, that at the time of determination:

     (a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including, without duplication, contingent obligations; and

     (b) it is then able and expects to be able to pay its debts as they mature; and

     (c) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

     “ SPC ” has the meaning specified in Section 10.06(h) .

     “ Stewart Parties ” means, individually or collectively as the context may indicate, (a) any family member of Frank B. Stewart, Jr., or (b) any trust, the beneficiary, owner or Person beneficially holding an 80% or more controlling interest of which consists of Frank B. Stewart, Jr. and/or such other Persons referred to in the immediately preceding clause (a).

     “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of SEI.

     “ Subsidiary Securities ” means the Equity Interests in any Subsidiary, whether or not constituting a “security” under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

     “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the SEI or its Subsidiaries shall be a Swap Contract.

     “ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04 .

     “ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

     “ Swing Line Loan ” has the meaning specified in Section 2.04(a) .

     “ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit B .

     “ Swing Line Sublimit ” means an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

     “ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     “ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

     “ Type ” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

     “ Unencumbered Domestic Liquid Assets ” means, at any time, cash, Eligible Securities and readily marketable securities, in each case not subject to any Lien (other than any Lien of a type permitted by Section 7.04(a) , (b) or (c)(iii) ) or held in any trust (including any cemetery perpetual care trust), then held by SEI or the SEI Guarantors that would be reflected on a consolidated balance sheet of SEI and the SEI Guarantors at such time.

     “ United States ” and “ U.S. ” mean the United States of America.

     “ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

     “ Voting Securities ” means Equity Interests issued by a Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

      1.03 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

     (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), including in each case as supplemented by any Pledge Agreement Supplement or Intellectual Property Security Agreement Supplement, as applicable, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any

reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     (b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

     (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

      1.04 Accounting Adjustments . With respect to any Asset Disposition in excess of $1,000,000 by SEI or any of its Subsidiaries permitted under Section 7.06(c) or (f) that is a Material Asset Disposition or any Material Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date that is permitted hereby, the following shall apply:

     (a) For each of the four Four-Quarter Periods ending next following the date of each Asset Disposition by SEI or any of its Subsidiaries permitted under Section 7.06(c) or (f) ,

     (i) to the extent GAAP, applied on a consistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall exclude the results of operations of the Person or assets so disposed of on a historical pro forma basis as if such disposition had been consummated on the first day of such Four-Quarter Period; and

     (ii) to the extent GAAP, applied on a consistent basis, does not so provide, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness permanently repaid with the proceeds of, or disposed of in connection with, such Asset Disposition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Asset Disposition (“ Incremental Disposition Debt ”) calculated (x) as if all such Incremental Disposition Debt has been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Asset Disposition and for Incremental Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal to the rate of interest actually applicable to such Incremental Disposition Debt hereunder or under other financing documents applicable thereto, as the case may be.

     (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition,

     (i) to the extent GAAP, applied on a consistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Four-Quarter Period; and

     (ii) to the extent GAAP, applied on a consistent basis, does not so provide, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition (“ Incremental Acquisition Debt ”) calculated (x) as if all such Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Acquisition Debt, equal to the rate of interest actually applicable to such Incremental Acquisition Debt hereunder or under other financing documents applicable thereto, as the case may be.

     (c) As used in this Section 1.04 , “ Material Asset Disposition ” means an Asset Disposition that yields gross proceeds in excess of $1,000,000; and “ Material Acquisition ” means an Acquisition that involves consideration in excess of $1,000,000.

      1.05 Accounting Terms. (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

     (b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either SEI or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that (i) the Borrowers’ obligations under this Section 1.05(b) are expressly limited to such good faith negotiations and the Borrowers shall have no obligation to enter into any such amendment to the extent the Borrowers have acted in good faith as provided herein but have been unable to reach agreement with the Administrative Agent and the Lenders on the substance of any such amendment, and (ii) any such amendment shall be subject to the approval of the Required Lenders; provided , further , that unless and until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) SEI shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

     (c) In the event of any fiscal year change permitted by the proviso to Section 7.12 , the periods set forth in Section 7.01(a) and (c) shall be automatically adjusted to reflect the last day of the applicable corresponding revised fiscal year end date.

      1.06 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

      1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

      1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Documents related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) to one or more of the Borrowers (subject to the PR Borrowing Limit) from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations (giving effect to any adjustments therein effected under the last sentence of the definition of “Applicable Percentage”), plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment (giving effect to any adjustments therein effected under the last sentence of the definition of “Applicable Percentage”), and (iii) the Total Outstandings owing by the PR Borrowers shall not exceed the PR Borrowing Limit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 . Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      2.02 Borrowings, Conversions and Continuations of Committed Loans.

     (a) Each Committed Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon SEI’s irrevocable

notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Committed Borrowing of Base Rate Committed Loans; provided , however , that if the Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of such Committed Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Committed Borrowing, conversion or continuation, the Administrative Agent shall notify SEI (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by SEI pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of SEI (unless such Committed Loan Notice is being delivered by the Swing Line Lender pursuant to Section 2.04(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant to Section 2.03(c)(i) ); provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c) , each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether SEI is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) if applicable, the identity of the Borrower or Borrowers to whom such Committed Borrowing is to be made or existing Committed Loan converted or continued. If SEI fails to specify a Type of Committed Loan in a Committed Loan Notice or if SEI fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as or converted to Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If SEI requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by SEI, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each

Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by SEI; provided , that if, on the date the Committed Loan Notice with respect to such Committed Borrowing is given by SEI, there are L/C Borrowings outstanding, then the proceeds of such Committed Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loan may be requested as, converted into or continued as a Eurodollar Rate Loan without the consent of the Required Lenders.

     (d) The Administrative Agent shall promptly notify SEI and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify SEI and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Loans; provided that, in the event the Aggregate Commitments are increased by at least $25,000,000 pursuant to Section 2.14 then the number of Interest Periods in effect with respect to the Loans permitted under this subsection shall be increased to twenty (20).

      2.03 Letters of Credit.

     (a)  The Letter of Credit Commitment .

     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the

Outstanding Amount of all L/C Obligations (giving effect to any adjustments therein effected under the last sentence of the definition of “Applicable Percentage”), plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment (giving effect to any adjustments therein effected under the last sentence of the definition of “Applicable Percentage”), (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the Total Outstandings of the PR Borrowers shall not exceed the PR Borrowing Limit. Each request by SEI, whether for itself or any other Borrower, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms hereof.

     (ii) The L/C Issuer shall not issue any Letter of Credit, if:

     (A) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; or

     (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

     (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

     (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;

     (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

     (D) such Letter of Credit is to be denominated in a currency other than Dollars;

     (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

     (F) any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to such Lender as to either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which the L/C Issuer has such actual or potential risk, as it may elect in its sole and absolute discretion. In the event that the L/C Issuer requires pursuant to this Section 2.03(a)(iii)(F) that, as a condition to the issuance of any Letter of Credit, a Defaulting Lender or Impacted Lender, or the Borrowers, enter into arrangements for the provision of sufficient Cash Collateral or other credit support acceptable to the L/C Issuer to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to any such Lender, then the provisions of Section 2.18 shall apply to such Cash Collateral and other credit support.

     (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

     (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

     (vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

     (b)  Procedures for Issuance and Amendment of Letters of Credit .

     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of SEI, whether on behalf of itself or any other Borrower, delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of SEI. Such

Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, SEI, on behalf of itself or any other Borrower, as the case may be, shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from SEI, on behalf of itself or any other Borrower, as the case may be, and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

     (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to SEI and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations .

     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify SEI, on behalf of itself

or any other applicable Borrower, and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof. In such event, SEI, on behalf of itself or any other applicable Borrower, shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (including for this purpose the application of available Cash Collateral and other credit support provided for this purpose pursuant to Section 2.03(a)(iii)(F) ) to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to SEI, on behalf of itself or any other applicable Borrower, in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, SEI or the other applicable Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by

this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by SEI of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of SEI or any other applicable Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

     (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry practice on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than interest and fees paid as aforesaid) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

     (d)  Repayment of Participations .

     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.04(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from SEI, any other applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

     (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative

Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

     (e)  Obligations Absolute . The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

     (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary.

     SEI, on behalf of itself or any other applicable Borrower, shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with SEI’s instructions or other irregularity, SEI will immediately notify the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

     (f)  Role of L/C Issuer . Each Lender and each of the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the

Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

     (g)  Applicability of ISP . Unless otherwise expressly agreed by the L/C Issuer and SEI when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

     (h)  Letter of Credit Fees . The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit; provided , however , any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender or Impacted Lender with respect to any Letter of Credit as to which such Defaulting Lender or Impacted Lender has not provided Cash Collateral or other credit support arrangements satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable during the applicable Impact Period, to the maximum extent permitted by applicable law, (i) to the other Lenders to the extent of the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit and (ii) the balance of such fee, if any, to of for the account of the L/C Issuer. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08 . Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business Day of each fiscal quarter of SEI, commencing with the first such date to occur after the issuance of

such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

     (i)  Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears, and due and payable on the last Business Day of each fiscal quarter of SEI, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08 . In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

     (j)  Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

      2.04 Swing Line Loans.

     (a)  The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , in its sole and absolute discretion, make loans (each such loan, a “ Swing Line Loan ”) to the Borrowers (subject to the PR Borrowing Limit) from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided , that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of Committed Loans and Swing Line Loans owing by the PR Borrowers shall not exceed the applicable PR Borrowing Limit; and provided , further , that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04 , prepay under Section 2.05 , and reborrow under this Section 2.04 . Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such

Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

     (b)  Borrowing Procedures . Each Swing Line Borrowing shall be made upon SEI’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day, and (iii) the Borrower to whom such Swing Line Loan is to be made (subject to the applicable PR Borrowing Limit). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of SEI. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

     (c)  Refinancing of Swing Line Loans .

     (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments, the PR Borrowing Limit and the conditions set forth in Section 4.02 . The Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available (including for this purpose Cash Collateral and other credit support available with respect to the applicable Swing Line Loan provided pursuant to Section 2.04(c)(v) ) to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii) , each Lender that so makes funds available shall be deemed to have made a

Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i) , the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.

     (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than interest and fees paid as aforesaid) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, a Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 and the PR Borrowing Limit. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

     (v) In the even