Exhibit 10.33


 


SUPPLEMENTAL AGREEMENT


 


SUPPLEMENTAL AGREEMENT, dated as of August 13,
2008, made by TRUGREEN LANDCARE, L.L.C., a Delaware limited liability company
(the “Additional Pledgor”), in favor of CITIBANK, N.A., as collateral
agent and administrative 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
the Guarantee and Collateral Agreement referred to below, or if not defined
therein, in the Credit Agreement.


 


W I T N E S S E T H :


 


WHEREAS, 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 under
the Credit Agreement (including the assumption of the rights and obligations
thereunder by The ServiceMaster Company, a Delaware corporation) as provided
therein, the “Borrower”), Citibank, N.A., as administrative agent and
collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the
Lenders are parties to a Credit Agreement, dated as of July 24, 2007 (as
amended, supplemented, waived or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS, Borrower, CDRSVM Holding, Inc.,
a Delaware corporation (“Holding”) and the Subsidiary Guarantors are, or
are to become, parties to the Guarantee and Collateral Agreement, dated as of July 24,2007
(as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”), in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral
Agreement); and


 


WHEREAS, the Additional Pledgor has agreed to
execute and deliver this Supplemental Agreement in order to become such a
Pledgor under the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT IS AGREED:


 


1.             Guarantee
and Collateral Agreement.  By
executing and delivering this Supplemental Agreement, the Additional Pledgor
hereby becomes a Pledgor under the Guarantee and Collateral Agreement with
respect to the shares of Capital Stock of the Subsidiary of the Borrower listed
in Annex 1-A hereto, as a Granting Party thereunder.  The information set forth in Annex 1-A hereto
is hereby added to the information set forth in Schedule 2 to the Guarantee and
Collateral Agreement, and such Schedule 2 is hereby amended and modified to include
such information.


 


2.             GOVERNING
LAW.  THIS SUPPLEMENTAL AGREEMENT AND
RIGHTS AND OBLIGATIONS OF THE PARTIES HERUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


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IN WITNESS WHEREOF, the undersigned has
caused this Supplemental Agreement to be duly executed and delivered as of the
date first above written.


 


	
   

  	
  TRUGREEN LANDCARE, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven J. Martin

  
	
   

  	
   

  	
  Name: Steven J. Martin

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Greerson G. McMullen

  
	
   

  	
   

  	
  Name: Greerson G. McMullen

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


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Acknowledged and Agreed to as 

of the date hereof by:


 


CITIBANK, N.A.,

as Collateral Agent and Administrative Agent


 


 


	
  By:

  	
   /s/ Rob Ziemer

  	
   

  
	
   

  	
  Name: Rob Ziemer

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 


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Annex 1-A to

Supplemental Agreement


 


Supplement to

Guarantee and Collateral Agreement

Schedule 2


 


Pledged Stock


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Class of

  Stock

  	
   

  	
  Certificate

  No.

  	
   

  	
  Number 

  of Shares

  	
   

  	
  Equity Interest

  	
   

  
	
  TruGreen LandCare, L.L.C.

  	
   

  	
  TruGreen LandCare

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  99.99

  	
  %

  



 


Annex 1-A 1