Exhibit 10.32


 


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 “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.


 


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);


 


WHEREAS, the Additional Granting Party is a
member of an affiliated group of companies that includes the Borrower and each
other Granting Party; the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the 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 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 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.


 


1

















 


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.


 


2

















 


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

  
					



 


3

















 


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

  	
   

  



 


4

















 


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