Exhibit 4.3


 


FIRST SUPPLEMENTAL INDENTURE, dated as of August 13, 2008 (this “Supplemental
Indenture”), among TruGreen LandCare, a California general partnership (the
“Subsidiary Guarantor”), and The ServiceMaster Company, a corporation
duly organized and existing under the laws of the State of Delaware (and its
successors and assigns, the “Company”), and each other existing
Subsidiary Guarantor under the Indenture referred to below (the “Existing
Guarantors”), and Wilmington Trust FSB, as Trustee under the Indenture
referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Existing Guarantors and the Trustee have
heretofore become parties to the Indenture, dated as of July 24, 2008, (as
amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of 10.75%/11.50% Senior Toggle
Notes due 2015 of the Company (the “Notes”);


 


WHEREAS, Section 1308 of the Indenture provides that the Company
is required to cause the Subsidiary Guarantor to execute and deliver to the Trustee
a supplemental indenture pursuant to which the Subsidiary Guarantor shall
guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein
and in Article XIII of the Indenture;


 


WHEREAS, the Subsidiary Guarantor desires to enter into such
supplemental indenture for good and valuable consideration, including
substantial economic benefit in that the financial performance and condition of
such Subsidiary Guarantor is dependent on the financial performance and
condition of the Company, the obligations hereunder of which such Subsidiary
Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working
capital through the Company’s access to revolving credit borrowings under the
Senior Credit Agreements; and


 


WHEREAS, pursuant to Section 901 of the Indenture, the parties
hereto are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee
mutually covenant and agree for the benefit of the Holders of the Notes as
follows:


 


1.  Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.


 


2.  Agreement to Guarantee.  The Subsidiary Guarantor hereby agrees,
jointly and severally with all other Subsidiary Guarantors and fully and
unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the
Indenture and the Notes on the terms and subject to 


 

















 


the conditions set forth in Article XIII of the
Indenture and to be bound by (and shall be entitled to the benefits of) all
other applicable provisions of the Indenture as a Subsidiary Guarantor.


 


3.  Termination, Release and
Discharge.  The Subsidiary Guarantor’s
Subsidiary Guarantee shall terminate and be of no further force or effect, and the
Subsidiary Guarantor shall be released and discharged from all obligations in
respect of such Subsidiary Guarantee, as and when provided in Section 1303
of the Indenture.


 


4.  Parties.  Nothing in this Supplemental Indenture is
intended or shall be construed to give any Person, other than the Holders and
the Trustee, any legal or equitable right, remedy or claim under or in respect
of the Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained
herein or in Article XIII of the Indenture.


 


5.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.


 


7.  Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


8.  Headings.  The Section headings herein are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first above written.


 


 


	
   

  	
   

  	
  TRUGREEN LANDCARE,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  THE SERVICEMASTER
  COMPANY

  



 


	
   

  	
   

  	
  By:

  	
   /s/ Steven J.
  Martin

  
	
   

  	
   

  	
   

  	
  Name: Steven J. Martin

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice
  President and Chief

  
	
   

  	
   

  	
   

  	
            Financial
  Officer

  



 


3

















 


	
   

  	
   

  	
  EXISITING GUARANTORS:

  



 


	
   

  	
   

  	
  INSTAR SERVICES GROUP,
  INC.

  



 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  INSTAR SERVICES GROUP,
  L.P.

  
	
   

  	
   

  	
  By:  INSTAR SERVICES MANAGEMENT,

  
	
   

  	
   

  	
  LLC, its general
  partner

  



 


	
   

  	
   

  	
  By:

  	
   /s/ James L.
  Coggin

  
	
   

  	
   

  	
   

  	
  Name: James L. Coggin

  
	
   

  	
   

  	
   

  	
  Title: Assistant
  Secretary

  



 


	
   

  	
   

  	
  By:

  	
   /s/ Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Name: Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


 


	
   

  	
   

  	
  INSTAR SERVICES
  HOLDINGS, LLC

  



 


	
   

  	
   

  	
  By:

  	
   /s/ James L.
  Coggin

  
	
   

  	
   

  	
   

  	
  Name: James L. Coggin

  
	
   

  	
   

  	
   

  	
  Title: Assistant
  Secretary

  



 


	
   

  	
   

  	
  By:

  	
   /s/ Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Name: Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


 


	
   

  	
   

  	
  INSTAR SERVICES
  MANAGEMENT, LLC

  



 


	
   

  	
   

  	
  By:

  	
   /s/ James L.
  Coggin

  
	
   

  	
   

  	
   

  	
  Name: James L. Coggin

  
	
   

  	
   

  	
   

  	
  Title: Assistant
  Secretary

  



 


	
   

  	
   

  	
  By:

  	
   /s/ Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Name: Greerson G.
  McMullen

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


4

















 


	
   

  	
   

  	
  MERRY MAIDS LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
  By:  MM MAIDS 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

  



 


 


	
   

  	
   

  	
  MM MAIDS 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

  



 


 


	
   

  	
   

  	
  SERVICEMASTER CONSUMER
  SERVICES, INC.

  



 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  SERVICEMASTER CONSUMER
  SERVICES

  
	
   

  	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  By:  SERVICEMASTER CONSUMER SERVICES, 

  
	
   

  	
   

  	
  INC., 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

  



 


5

















 


	
   

  	
   

  	
  SERVICEMASTER HOLDING
  CORPORATION

  



 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  SERVICEMASTER
  MANAGEMENT 

  
	
   

  	
   

  	
  CORPORATION

  



 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  SERVICEMASTER
  RESIDENTIAL/COMMERCIAL 

  
	
   

  	
   

  	
  SERVICES LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  By:  SM CLEAN 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

  



 


 


	
   

  	
   

  	
  SM CLEAN 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

  



 


6

















 


	
   

  	
   

  	
  TERMINIX INTERNATIONAL,
  INC.

  



 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  THE TERMINIX
  INTERNATIONAL COMPANY 

  
	
   

  	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  By:  TERMINIX INTERNATIONAL, INC., 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

  



 


 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  TRUGREEN, INC.

  



 


	
   

  	
   

  	
  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

  



 


7

















 


	
   

  	
   

  	
  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

  



 


 


	
   

  	
   

  	
  TRUGREEN LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
  By:  TRUGREEN, INC., 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

  



 


 


	
   

  	
   

  	
  WILMINGTON TRUST FSB,
  as Trustee

  



 


	
   

  	
   

  	
  By:

  	
   /s/ Joseph P.
  O’Donnell

  
	
   

  	
   

  	
   

  	
  Name: Joseph P.
  O’Donnell

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


8