LIMITED LIABILITY COMPANY AGREEMENT OF THE SERVICEMASTER COMPANY, LLC December 19, 2013Limited Liability Company Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • Delaware
This Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of The ServiceMaster Company, LLC, dated as of December 19, 2013, is entered into by The ServiceMaster Company, a Delaware corporation, as the sole member (the “Member”).
EMPLOYEE MATTERS AGREEMENT by and among SERVICEMASTER GLOBAL HOLDINGS, INC., THE SERVICEMASTER COMPANY, LLC, TRUGREEN LIMITED PARTNERSHIP and TRUGREEN HOLDING CORPORATION dated as of January 14, 2014Employee Matters Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services
This Employee Matters Agreement (this “Agreement”) is dated as of January 14, 2014, and is made and entered into by and among The ServiceMaster Company, LLC, a Delaware limited partnership (“ServiceMaster”), TruGreen Limited Partnership, a Delaware limited partnership (“TruGreen”), solely for purposes of Section 2.2(ii) and Article VI, ServiceMaster Global Holdings, Inc., a Delaware corporation (“Holdings”) and, solely for purposes of Section 2.2(iii) and Article VI, TruGreen Holding Corporation, a Delaware corporation (“Controlled”) (each a “Party” and together, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement (as defined below).
TAX MATTERS AGREEMENT by and among ServiceMaster Global Holdings, Inc., The ServiceMaster Company, LLC, TruGreen Holding Corporation and TruGreen Limited Partnership Dated as of January 14, 2014Tax Matters Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 14, 2014, is by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (“Distributing”), The ServiceMaster Company, LLC, a Delaware limited liability company (“SVM LLC”), TruGreen Holding Corporation, a Delaware corporation (“Controlled”) and TruGreen Limited Partnership, a Delaware limited partnership (“TG LP”). Each of Distributing, SVM LLC and Controlled is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein are used as defined in Section 1.01.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 31, 2013 (this “Agreement”), by and between The ServiceMaster Company, a Delaware corporation (the “Corporation”), and The ServiceMaster Company, LLC, a Delaware limited liability company (the “LLC”, and together with the Corporation, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among SERVICEMASTER GLOBAL HOLDINGS, INC., THE SERVICEMASTER COMPANY, TRUGREEN HOLDING CORPORATION and TRUGREEN LIMITED PARTNERSHIP Dated as of January 14, 2014Separation and Distribution Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is made as of January 14, 2014, by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (“Distributing”), The ServiceMaster Company, a Delaware corporation, TruGreen Holding Corporation, a Delaware corporation (“Controlled”), and TruGreen Limited Partnership (“TG LP” and, together with Distributing, SVMC and Controlled, collectively, the “Parties,” and each a “Party”). Capitalized terms used, but not otherwise defined herein have the meanings ascribed to them in Section 1.1.
JOINDER AGREEMENTJoinder Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
REVOLVING CREDIT AGREEMENT JOINDER AGREEMENT, dated as of January 14, 2014 (this “Agreement”), among The ServiceMaster Company, a Delaware corporation (the “Parent Borrower”), The ServiceMaster Company, LLC, a Delaware limited liability company (the “Successor Company”), each of the other Loan Parties (as defined in the Revolving Credit Agreement) and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Revolving Collateral Agent”) and Issuing Bank (as defined in the Revolving Credit Agreement), in each case for the banks and other financial institutions (the “Lenders”) from time to time parties to the Revolving Credit Agreement (as hereinafter defined).
TRANSITION SERVICES AGREEMENT by and between THE SERVICEMASTER COMPANY, LLC and TRUGREEN LIMITED PARTNERSHIP Dated as of January 14, 2014Transition Services Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made as of January 14, 2014, by and between The ServiceMaster Company, LLC, a Delaware limited liability company (“SVM”), and TruGreen Limited Partnership, a Delaware limited partnership (“TG”) (each a “Party” and together, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement (as defined below).
ASSUMPTION AGREEMENTAssumption Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
ASSUMPTION AGREEMENT, dated as of January 14, 2014, made by SMCS Holdco, Inc., a Delaware corporation, and SMCS Holdco II, Inc., a Delaware corporation (each an “Additional Granting Party” and together, the “Additional Granting Parties”), in favor of CITIBANK, N.A., as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.
Fifth Supplemental IndentureFifth Supplemental Indenture • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of January 14, 2014 (this “Supplemental Indenture”), among The ServiceMaster Company, LLC, a Delaware limited liability company (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Trustee under the Indenture referred to below.
Fifth Supplemental IndentureFifth Supplemental Indenture • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of January 14, 2014 (this “Supplemental Indenture”), among SMCS Holdco, Inc., a Delaware corporation, and SMCS Holdco II, Inc., a Delaware corporation (each a “Subsidiary Guarantor” and together, the “Subsidiary Guarantors”), and The ServiceMaster Company, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”), and each other then existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
Fourth Supplemental IndentureFourth Supplemental Indenture • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of January 14, 2014 (this “Supplemental Indenture”), among The ServiceMaster Company, LLC, a Delaware limited liability company (the “Successor Company”), 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.
ASSUMPTION AGREEMENTAssumption Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
ASSUMPTION AGREEMENT, dated as of January 14, 2014, made by SMCS Holdco, Inc., a Delaware corporation, and SMCS Holdco II, Inc., a Delaware corporation (each an “Additional Granting Party” and together, the “Additional Granting Parties”), in favor of CITIBANK, N.A., as administrative agent and collateral agent (in such capacity, the “Revolving Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Revolving Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Revolving Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • January 17th, 2014 • Servicemaster Co, LLC • Services-management services • New York
CREDIT AGREEMENT JOINDER AGREEMENT, dated as of January 14, 2014 (this “Agreement”), among The ServiceMaster Company, a Delaware corporation (the “Borrower”), The ServiceMaster Company, LLC, a Delaware limited liability company (the “Successor Company”), each of the other Loan Parties (as defined in the Credit Agreement) and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) and LC Facility Issuing Bank (as defined in the Credit Agreement), in each case for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (as hereinafter defined).
