Exhibit 10.35


 


ASSUMPTION AGREEMENT


 


ASSUMPTION AGREEMENT, dated as of August 13,
2008, made by TRUGREEN LANDCARE, a California general partnership (the “Additional
Granting Party”), 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.


 


W I T N E S S E T H :


 


WHEREAS, The ServiceMaster Company, a
Delaware corporation (the “Parent Borrower”), Citibank, N.A., as
administrative agent and revolving collateral agent, JPMorgan Chase Bank, N.A.,
as syndication agent and the Lenders are parties to a Revolving Credit
Agreement, dated as of July 24, 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Revolving Credit Agreement”);


 


WHEREAS, the Parent 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 Revolving
Collateral Agent, for the ratable benefit of the Secured Parties (as defined in
the Guarantee and Collateral Agreement);


 


WHEREAS, the Additional Granting Party is a
member of an affiliated group of companies that includes the Parent Borrower
and each other Granting Party; the proceeds of the extensions of credit under
the Revolving Credit Agreement will be used in part to enable the Parent Borrower
to make valuable transfers to one or more of the other Granting Parties
(including the Additional Granting Party) in connection with the operation of
their respective businesses; and the Parent Borrower and the other Granting
Parties (including the Additional Granting Party) are engaged in related
businesses, and each such Granting Party (including the Additional Granting
Party) will derive substantial direct and indirect benefit from the making of
the extensions of credit under the Revolving Credit Agreement; and


 


WHEREAS, the Additional Granting Party has
agreed to execute and deliver this Assumption Agreement in order to become a
party to the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT IS AGREED:


 


1.             Guarantee
and Collateral Agreement.  By
executing and delivering this Assumption Agreement, the Additional Granting
Party hereby becomes a party to the Guarantee and Collateral Agreement as a
Granting Party thereunder with the same force and effect as if originally named
therein as a Guarantor and Grantor and, without limiting the generality of the
foregoing, hereby expressly assumes all obligations and liabilities of a
Guarantor and Grantor thereunder.  The
information set forth in Annex 1-A hereto is hereby added to the information
set forth in Schedules 3 and 4 to the Guarantee and Collateral Agreement, and
such Schedules are hereby amended and modified to include such
information.  The Additional Granting
Party hereby represents and warrants that each of the representations and
warranties of such Additional Granting Party, in its capacities as a Guarantor and
Grantor, contained in Section 4 of the Guarantee and Collateral Agreement
is true and correct in all material respects on and as the date hereof (after
giving effect to this Assumption Agreement) as if made on and as of such date.


 

















 


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


 

















 


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


 


	
   

  	
  TRUGREEN LANDCARE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TRUGREEN LANDCARE, L.L.C.,

  
	
   

  	
       its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TRUGREEN COMPANIES L.L.C.,

  
	
   

  	
       its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
				



 

















 


Acknowledged and Agreed to as

of the date hereof by:


 


CITIBANK, N.A.,

as Revolving Collateral Agent and Administrative Agent


 


 


	
  By:

  	
    /s/ Rob Ziemer

  	
   

  
	
   

  	
  Name: Rob Ziemer

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 

















 


Annex 1-A to

Assumption Agreement


 


Supplement to

Guarantee and Collateral Agreement

Schedule 3


 


PERFECTION MATTERS


 


Existing Liens


 


See Schedule 7.2 to the Credit Agreement.


 


UCC Filings


 


	
  Debtor

  	
   

  	
  Jurisdiction

  
	
  TruGreen LandCare

  	
   

  	
  California

  
	
  TruGreen LandCare

  	
   

  	
  Tennessee

  



 


Supplement to

Guarantee and Collateral Agreement

Schedule 4


 


LOCATION OF JURISDICTION OF ORGANIZATION


 


	
  Grantor

  	
   

  	
  Jurisdiction of Organization

  
	
  TruGreen LandCare

  	
   

  	
  California

  



 


Annex 1-A 1