ContractIndemnification Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
This INDEMNIFICATION AGREEMENT, dated as of July 24, 2007 (the “Agreement”), is among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), The ServiceMaster Company, a Delaware corporation (together with the Company, the “Company Entities”), Banc of America Capital Investors V, L.P. (the “Investor”), BAS Capital Funding Corporation, BACSVM, L.P., Banc of America Strategic Investments Corporation, Banc of America Capital Management V, L.P., BACM I GP, LLC and BA Equity Co-Invest GP LLC. Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
ContractIndemnification Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
This INDEMNIFICATION AGREEMENT, dated as of July 24, 2007 (the “Agreement”), is among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), The ServiceMaster Company, a Delaware corporation (together with the Company, the “Company Entities”), and J.P. Morgan Ventures Corporation (the “Investor”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
REVOLVING CREDIT AGREEMENT among THE SERVICEMASTER COMPANY, as Parent Borrower THE U.S. SUBSIDIARY BORROWERS named herein, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME PARTY HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITIBANK,...Revolving Credit Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
REVOLVING CREDIT AGREEMENT, dated as of July 24, 2007, among THE SERVICEMASTER COMPANY, a Delaware corporation (“ServiceMaster” or the “Parent Borrower”), the U.S. Subsidiary Borrowers (as hereinafter defined, and together with the Parent Borrower, the “U.S. Borrowers”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party to this Agreement after the Closing Date (the Foreign Subsidiary Borrowers, together with the U.S. Borrowers, each a “Borrower” and collectively the “Borrowers”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CITIBANK, N.A., as administrative agent, collateral agent and issuing bank for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent”, “Revolving Collateral Agent” and, as further defined in subsection 1.1, “Issuing Bank”, respectively), and JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacit
TERM LOAN ASSUMPTION AGREEMENTTerm Loan Assumption Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
TERM LOAN ASSUMPTION AGREEMENT, dated as of July 24, 2007 (this “Agreement”), between CDRSVM Acquisition Co., Inc., a Delaware corporation (“Assignor”), and The ServiceMaster Company, a Delaware corporation (“Assignee”), and consented to by Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent and LC Facility Issuing Bank for the Lenders (as hereinafter defined) from time to time parties to the Credit Agreement (as hereinafter defined).
INTERCREDITOR AGREEMENT by and between CITIBANK, N.A., as Revolving Credit Agent, and CITIBANK, N.A., as Term Loan AgentIntercreditor Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
SECURITY AGREEMENT made by SERVICEMASTER CONSUMER SERVICES LIMITED PARTNERSHIP, as Pledgor and THE SERVICEMASTER COMPANY (with respect to Sections 9.15 and 9.16 only) in favor of CITIBANK, N.A., as Administrative Agent and as Collateral Agent Dated as...Security Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
GUARANTEE AGREEMENT with respect to the Senior Interim Loan Credit Agreement made by SUBSIDIARIES of THE SERVICEMASTER COMPANY in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of July 24, 2007Guarantee Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
SENIOR INTERIM LOAN ASSUMPTION AGREEMENTInterim Loan Assumption Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
SENIOR INTERIM LOAN ASSUMPTION AGREEMENT, dated as of July 24, 2007 (this “Agreement”), between CDRSVM Acquisition Co., Inc., a Delaware corporation (“Assignor”), and The ServiceMaster Company, a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Interim Loan Agreement (as hereinafter defined).
1,150,000,000 SENIOR INTERIM LOAN CREDIT AGREEMENT among CDRSVM ACQUISITION CO., INC., to be merged with and into THE SERVICEMASTER COMPANY, as the Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as...Credit Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
CREDIT AGREEMENT, dated as of July 24, 2007, among CDRSVM ACQUISITION CO., INC., a Delaware corporation (“Acquisition Co.” and, together with any assignee of, or successor by merger to, Acquisition Co.’s rights and obligations hereunder (including The ServiceMaster Company as a result of the Merger) as provided herein, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), CITIGROUP GLOBAL MARKETS INC., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC, GOLDMAN SACHS CREDIT PARTNERS L.P. and MORGAN STANLEY SENIOR FUNDING, INC., as co-documentation agents (in such capacity, the “Co-Documentation Agents”).
CREDIT AGREEMENT among CDRSVM ACQUISITION CO., INC. (the Rights and Obligations of which Hereunder are to be Assumed by THE SERVICEMASTER COMPANY), THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITIBANK, N.A., as Administrative Agent, Collateral...Credit Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
CREDIT AGREEMENT, dated as of July 24, 2007, among CDRSVM ACQUISITION CO., INC., a Delaware corporation (“Acquisition Co.” and, together with any assignee of, or successor by merger to, Acquisition Co.’s rights and obligations hereunder (including The ServiceMaster Company as a result of the Merger) as provided herein, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CITIBANK, N.A., as administrative agent, collateral agent and LC Facility issuing bank for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent”, “Collateral Agent” and, as further defined in subsection 1.1, “LC Facility Issuing Bank”, respectively), and JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”).
ContractConsulting Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
This CONSULTING AGREEMENT, dated as of July 24, 2007 (this “Agreement”), is entered into by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), The ServiceMaster Company, a Delaware corporation (“ServiceMaster”) and Clayton, Dubilier & Rice, Inc, a Delaware corporation (“Manager”).
GUARANTEE AND COLLATERAL AGREEMENT (with respect to the Revolving Credit Agreement) made by THE SERVICEMASTER COMPANY, CDRSVM HOLDING, INC., THE U.S. SUBSIDIARY BORROWERS, and the Subsidiary Guarantors, in favor of CITIBANK, N.A., as Administrative...Guarantee and Collateral Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 24, 2007, made by THE SERVICEMASTER COMPANY, a Delaware corporation (the “Parent Borrower”), the U.S. Subsidiary Borrowers (as hereinafter defined, and together with the Parent Borrower, the “U.S. Borrowers”), CDRSVM HOLDING, INC., a Delaware corporation (“Holding”), and certain Subsidiaries of the Parent Borrower that are signatories hereto, in favor of CITIBANK, N.A., as collateral agent (in such capacity, the “Revolving Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Revolving Credit Agreement described below.
GUARANTEE AND COLLATERAL AGREEMENT made by THE SERVICEMASTER COMPANY, CDRSVM HOLDING, INC., and the Subsidiary Guarantors, in favor of CITIBANK, N.A., as Administrative Agent and as Collateral Agent Dated as of July 24, 2007Guarantee and Collateral Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 24, 2007, made by The ServiceMaster Company, a Delaware corporation (the “Borrower”), CDRSVM HOLDING, INC., a Delaware corporation (“Holding”) and certain Subsidiaries of the Borrower that are signatories hereto, in favor of CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
SECURITY AGREEMENT (with respect to the Revolving Credit Agreement) made by SERVICEMASTER CONSUMER SERVICES LIMITED PARTNERSHIP, as Pledgor and THE SERVICEMASTER COMPANY (with respect to Sections 9.15 and 9.16 only) in favor of CITIBANK, N.A., as...Security Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
ContractTransaction Fee Agreement • July 30th, 2007 • Servicemaster Co • Services-management services • New York
This TRANSACTION FEE AGREEMENT, dated as of July 24, 2007 (this “Agreement”), is entered into by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), The ServiceMaster Company, a Delaware corporation (“ServiceMaster”), Clayton, Dubilier & Rice, Inc, a Delaware corporation (“CD&R”), Banc of America Capital Investors V, L.P. (“BofA”), Citigroup Alternative Investments LLC (“Citi”) and J.P. Morgan Ventures Corporation (“JPM”).
