0001104659-12-009580 Sample Contracts

THE SERVICEMASTER COMPANY and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee
Servicemaster Co • February 14th, 2012 • Services-management services • New York

INDENTURE, dated as of February 13, 2012 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among the Company (as defined herein), the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, as Trustee.

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THE SERVICEMASTER COMPANY $500,000,000 8% SENIOR NOTES DUE 2020 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
And Registration Rights Agreement • February 14th, 2012 • Servicemaster Co • Services-management services • New York

The ServiceMaster Company, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers under the Purchase Agreement (the “Initial Purchasers”), an aggregate of $500,000,000 principal amount of the Company’s 8% Senior Notes due 2020 (the “Notes”) for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”). The Notes will be issued pursuant to the Indenture (as defined below) and will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of holders (as defin

EXTENSION AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 14th, 2012 • Servicemaster Co • Services-management services • New York

This EXTENSION AMENDMENT NO. 1 to the REVOLVING CREDIT AGREEMENT (as defined below), dated as of January 30, 2012 (this “Extension Amendment”), is entered into among THE SERVICEMASTER COMPANY (the “Parent Borrower”), the other Loan Parties party hereto, CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Revolving Collateral Agent”) for the Lenders and as Issuing Bank and Swing Line Lender, JPMorgan Chase Bank, N.A., as Secondary Issuing Bank (as defined herein) and the Lenders party hereto, and amends the Revolving Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Revolving Credit Agreement.

INCREASE SUPPLEMENT
Servicemaster Co • February 14th, 2012 • Services-management services

INCREASE SUPPLEMENT, dated as of January 30, 2012, to the Revolving Credit Agreement, dated as of July 24, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Revolving Credit Agreement”), among The ServiceMaster Company (as “Parent Borrower”), the U.S. Subsidiary Borrowers (as defined therein) from time to time parties thereto, the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto (together with the U.S. Subsidiary Borrowers and the Parent Borrower, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and Citibank, N.A. as administrative agent, issuing bank and swingline lender for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Revolving Credit Agreement and used herein shall have the meanings given to them in the Revolving Credit Agreement.

THE SERVICEMASTER COMPANY as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee
Indenture • February 14th, 2012 • Servicemaster Co • Services-management services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of February 13, 2012 (this “Supplemental Indenture”), among THE SERVICEMASTER COMPANY (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below.

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