SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

     This Second Amendment to Credit Agreement (this “ Amendment ”) dated as of August 10, 2009 (the “ Effective Date ”) among SERVICE CORPORATION INTERNATIONAL (the “ Borrower ”); the undersigned Guarantors; the lenders (collectively, the “ Lenders ”) now or hereafter party to the Credit Agreement (as hereinafter defined), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “ Administrative Agent ”) for the Lenders;

W I T N E S S E T H :

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of November 28, 2006 (as amended and supplemented to the date hereof, the “ Credit Agreement ); and

     WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrower and the Lenders do hereby agree as follows:

      Section 1. Section 6.06(n) of the Credit Agreement is hereby amended to read in its entirety as follows:

     “(n) Other Permitted Acquisitions, which, when combined with the Permitted Acquisitions allowed under clause (j), above, do not exceed a total consideration (other than common stock) of $200,000,000 or more in any twelve (12) month period (including Indebtedness assumed pursuant to Section 6.01(l) above); provided that both before and immediately after giving effect to any such Permitted Acquisition (other than those allowed under clause (j)), the Borrower has at least $50,000,000 in liquidity in the form of Permitted Investments and at least $150,000,000 of total liquidity, including (A) unrestricted cash, (B) Permitted Investments and (C) the difference between the aggregate Revolving Loan Commitments as of such date and the aggregate Revolving Credit Exposure as of such date.”

      Section 2. Representations True; No Default . The Borrower represents and warrants that the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except if and to the extent that it relates to an earlier date, in which case such representation and warranty shall be true as of such earlier date). The Borrower hereby certifies that no event has occurred and is continuing which constitutes a Default or an Event of Default.

      Section 3. Ratification . The Borrower and each of the Guarantors hereby ratifies all of its obligations under the Credit Agreement and each of the Loan Documents to which it is a

party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Nothing in this Amendment extinguishes, novates or releases any right, claim, or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation created by or contained herein or therein, except as such covenants and obligations are specifically amended by this Amendment.

      Section 4. Definitions and References . Any term used herein that is defined in the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Credit Agreement, the other Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or Lender by the Borrower and referring to the Credit Agreement shall mean the Credit Agreement as amended.

      Section 5. Effectiveness . This Amendment shall become effective on the Effective Date, conditioned upon (i) its execution and delivery by the Borrower and the Required Lenders and (ii) payment by the Borrower of all applicable fees owing to each Lender that executes this Amendment by 5:00 p.m., EDT on the Effective Date. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or email shall be effective as delivery of a manually executed counterpart of this Amendment.

      Section 6. Miscellaneous . This Amendment (a) is a Loan Document; (b) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered either in original, facsimile or electronic form, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (c) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment.

      THE LOAN DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

      THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES .

     IN WITNESS WHEREOF, the Borrower, the Guarantors, the Administrative Agent and the Lenders have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written.

[Signature Page to Second Amendment to
Credit Agreement]

[Signature Page to Second Amendment to
Credit Agreement]