Exchange and Registration Rights AgreementServicemaster Co • July 24th, 2008 • Services-management services • New York
The ServiceMaster Company, a Delaware corporation (the “Company”), proposes to issue upon the terms set forth in the Credit Agreement (as defined herein) to the Lenders (as defined in the Credit Agreement), an aggregate of $1,150,000,000 principal amount of 10.75%/11.50% Senior Toggle Notes due 2015 of the Company (the “Notes”) upon conversion of a like aggregate principal amount of Loans (as defined in the Credit Agreement) into such Notes pursuant to Section 2.5(a) of the Credit Agreement. In satisfaction of a condition to the conversion of Loans into the Notes, the Company agrees with the Administrative Agent (as defined herein) for the benefit of the Lenders and the other holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
