Exhibit 10.37


 


SUPPLEMENTAL AGREEMENT


 


SUPPLEMENTAL AGREEMENT, dated as of August 13,
2008, made by TRUGREEN COMPANIES 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 “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 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); 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 Parent 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 COMPANIES 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 Revolving 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 Companies L.L.C.

  	
   

  	
  TruGreen
  LandCare

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  0.01

  	
  %

  



 


Annex 1-A 1