Exhibit
10.2


TERM LOAN ASSUMPTION
AGREEMENT


TERM LOAN ASSUMPTION
AGREEMENT, dated as of July 24, 2007 (this “Agreement”), between CDRSVM
Acquisition Co., Inc., a Delaware corporation (“Assignor”), and The
ServiceMaster Company, a Delaware corporation (“Assignee”), and
consented to by Citibank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), collateral agent and LC Facility Issuing Bank for the Lenders (as
hereinafter defined) from time to time parties to the Credit Agreement (as
hereinafter defined).


W I T N E S S E T H:


WHEREAS, Assignor and the
Administrative Agent are parties to the Credit Agreement, dated as of July 24,
2007 (as amended, supplemented, waived or otherwise modified from time to time,
the “Credit Agreement”), among Assignor, the several banks and other
financial institutions from time to time party thereto (the “Lenders”),
the Administrative Agent and JPMorgan Chase Bank, N.A., as syndication agent.


WHEREAS, pursuant to the
Credit Agreement and in consideration of, among other things, the making
available to Assignee of a term loan credit facility and the extension of
credit in the form of a pre-funded letter of credit facility under the Credit
Agreement, Assignor wishes to assign, transfer and convey to Assignee all of
Assignor’s rights, obligations, covenants, agreements, duties and liabilities,
and Assignee wishes to assume from Assignor all of its rights, obligations,
covenants, agreements, duties and liabilities, in each case as “Borrower” under
or with respect to the Credit Agreement, any Term Loan Notes, any LC Facility
Letters of Credit, any of the other Loan Documents (in each case as hereinafter
defined) and any and all certificates and other documents executed by Assignor
in connection therewith.


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:


1.             Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


2.             Assignment of Rights and
Obligations.  Effective as of
immediately after the Merger on the Closing Date, Assignor hereby irrevocably
assigns, transfers and conveys to Assignee all of Assignor’s rights,
obligations, covenants, agreements, duties and liabilities as “Borrower” under
or with respect to the Credit Agreement, any Term Loan Notes, any LC Facility
Letters of Credit, any of the other Loan Documents and any and all certificates
and other documents executed by Assignor in connection therewith; provided,
however, that Assignor understands and agrees that such assignment,
transfer and conveyance shall not be effective with respect to, or in any way
release Assignor from any of its obligations, covenants, agreements, duties and
liabilities under or with respect to this Agreement.


3.             Assumption of Agreements and
Obligations.  Effective as of
immediately after the Merger on the Closing Date, Assignee hereby expressly
assumes, confirms and agrees to perform and observe all of the indebtedness,
obligations (including, without limitation, all 











obligations in respect of
the Term Loans and LC Facility), covenants, agreements, terms, conditions,
duties and liabilities of Assignor as “Borrower” under or with respect to the
Credit Agreement, any Term Loan Notes, any LC Facility Letters of Credit and
any of the other Loan Documents to which Assignor is a party in its capacity as
“Borrower” as fully as if Assignee were originally the obligor in respect
thereof and the signatory in the capacity of “Borrower” thereto; provided,
however, that Assignor understands and agrees that such assumption shall
not be effective with respect to, or in any way obligate Assignee to perform
and observe any obligations, covenants, agreements, terms, conditions, duties
or liabilities of Assignor under or with respect to this Agreement.  At all times after the effectiveness of such
assumption, with respect to all extensions of credit made to or for the account
of Assignor prior to the effectiveness of such assumption, Assignee shall have
the obligations of, and Assignor shall no longer be or have the obligations of,
the “Borrower” within the meaning of and for all purposes of the Credit
Agreement.  In addition, at all times
after the effectiveness of such assumption, all references to the “Borrower” in
the Credit Agreement, any Term Loan Notes, any LC Facility Letters of Credit,
any of the other Loan Documents and any and all certificates and other documents
executed by Assignor in connection therewith shall be deemed to be references
to Assignee.


4.             Amendment to Credit Agreement.  The Credit Agreement is hereby deemed to be
amended to the extent, but only to the extent, necessary to effect the assignment
and assumption provided for hereby. 
Except as expressly amended, modified and supplemented hereby, the
provisions of the Credit Agreement and the other Loan Documents are and shall
remain in full force and effect.


5.             Affirmation of Loan Documents.  Each of CDRSVM Holding, Inc., InStar Services
Group, Inc., InStar Services Group, L.P., InStar Services Holdings, LLC, InStar
Services Management, LLC, Merry Maids Limited Partnership, MM Maids L.L.C.,
ServiceMaster Consumer Services, Inc., ServiceMaster Consumer Services Limited
Partnership, ServiceMaster Holding Corporation, ServiceMaster Management
Corporation, ServiceMaster Residential/Commercial Services Limited Partnership,
SM Clean L.L.C., Terminix International, Inc., The Terminix International Company
Limited Partnership, TruGreen Companies L.L.C., TruGreen, Inc., TruGreen
LandCare, L.L.C. and TruGreen Limited Partnership hereby consents to the
execution and delivery of this Agreement and confirms, reaffirms and restates
its obligations under each of the Loan Documents to which it is a party
pursuant to the terms hereof.


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


7.             Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed
by all the parties shall be lodged with Assignee and the Administrative Agent.











8.             Section Headings.  The section headings in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or to be taken into consideration in the interpretation hereof.


9.             Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


10.           Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


11.           WAIVERS OF JURY TRIAL.  EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.


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Blank]


 















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their respective proper and
duly authorized officers as of the date first set forth above.


 


	
  

  	
  CDRSVM ACQUISITION CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa
  A. Gore

  	
   

  
	
   

  	
  Name:

  	
  Theresa A. Gore

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  THE SERVICEMASTER COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
   

  	
  Title: 

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consented:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  P. Dilworth

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Timothy P. Dilworth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consented and Agreed

  	
   

  	
   

  	
   

  
	
  (for purposes of Section 5 only):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CDRSVM HOLDING, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Theresa
  A. Gore

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa A. Gore

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
															



 











 


	
  INSTAR SERVICES GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David J.
  Demos

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David J. Demos

  
	
   

  	
  Title:

  	
  Chief Executive Officer, President

  
	
   

  	
  & Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard
  J. Augustine

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard J. Augustine

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INSTAR SERVICES GROUP, L.P.

  	
   

  	
   

  
	
  By:

  	
  INSTAR SERVICES MANAGEMENT,

  	
   

  
	
   

  	
  LLC, its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INSTAR SERVICES HOLDINGS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
						



 











 


	
  INSTAR SERVICES MANAGEMENT, LLC

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
  Ernest J. Mrozek

  	 

	
   

  	
  Title:

  	
  Senior Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
  Eric Zarnikow

  	 

	
   

  	
  Title:

  	
  Assistant Treasurer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  MERRY MAIDS LIMITED PARTNERSHIP

  	
   

  	
   

  
	
  By:

  	
  MM MAIDS L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MM MAIDS L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President &

  
	
   

  	
  Treasurer

  	
   

  
									



 















 


	
  SERVICEMASTER CONSUMER SERVICES, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER CONSUMER SERVICES

  
	
  LIMITED PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  SERVICEMASTER CONSUMER SERVICES,

  	
   

  
	
   

  	
  INC., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President & Chief Operating

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER HOLDING CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
						



 











 


	
  SERVICEMASTER MANAGEMENT

  	
   

  	
   

  
	
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SERVICEMASTER RESIDENTIAL/COMMERCIAL

  
	
  SERVICES LIMITED PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  SM CLEAN L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SM CLEAN L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
						



 











 


	
  TERMINIX INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TERMINIX INTERNATIONAL

  	
   

  	
   

  
	
  COMPANY LIMITED PARTNERSHIP

  	
   

  	
   

  
	
  By:

  	
  TERMINIX INTERNATIONAL, INC.,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN COMPANIES L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Treasurer

  
						



 











 


	
  TRUGREEN, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jim L.
  Kaput

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jim L. Kaput

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN LANDCARE L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ernest J.
  Mrozek

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ernest J. Mrozek

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Vice President & Assistant

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUGREEN LIMITED PARTNERSHIP

  	
   

  	
   

  
	
  By:

  	
  TRUGREEN, INC., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jim L.
  Kaput

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jim L. Kaput

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric
  Zarnikow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
  Title:

  	
  Assistant Treasurer